Change of managing director in an LLC electronically: Step-by-step procedure

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A change of managing director in an LLC means updating information in the Commercial Register. For the registration, you need a resolution of the General Meeting or the sole shareholder, and a new version of the Memorandum of Association or Deed of Foundation. While in the past, signatures had to be officially certified at the municipal office or notary, today the same legal validity can be achieved using a qualified electronic signature and timestamp. In this article, we guide you through the process step by step and show you how to manage the entire change of managing director in an LLC conveniently online.

Who is a managing director in an LLC?

A managing director is a statutory body of a limited liability company, and each LLC must establish this body by law in the moment of its incorporation. A company may have one or more managing directors, and each of them may act independently on behalf of the company or according to otherwise agreed rules.

Did you know…

…as the owner of a limited liability company, you may specify business areas or particular matters in which managing directors must act independently or jointly? You can include such specifications directly in your Memorandum of Association or Deed of Foundation.

Important information about managing directors that you need to know when operating your company:

• A managing director of a limited liability company may only be a natural person.

• The first managing directors must be listed in the Memorandum of Association or Deed of Foundation throughout the entire history of the company. These names are not removed even if new managing directors are appointed.

• Managing directors are appointed and removed by the General Meeting of the company or by the sole shareholder performing the powers of the General Meeting, whether from among the shareholders or other persons outside the company.

Change of managing director in an LLC: when and why is it done?

Throughout the lifecycle of an LLC and in practical business operations, it is common for the owner to change managing directors over time. The reasons for this decision vary and always reflect the company’s new needs. The managing director has an important role, as they represent the company externally in all its matters as the statutory body and are involved in the business management of the company (its internal affairs).

It is therefore logical that the company owner needs to appoint a person or persons to this position who are competent, have sufficient work experience, possess the necessary soft skills, adhere to certain ethical and moral values, and above all—are trustworthy.

The change of managing director is most often handled in these situations:

• Departure or replacement of the managing director for personal or professional reasons

• Entry of new shareholders or investors who wish to take over management

• Sale or transfer of the company to a new owner

• An inactive or non-functioning managing director who does not fulfil their duties

• Reorganisation of management, for example dividing powers among multiple managing directors

Procedure for changing the managing director in an LLC

You can make the change of managing director in an LLC yourself. This simple procedure will guide you through the process:

1. Convening the General Meeting or written decision of the sole shareholder

A written record of the General Meeting is prepared, in which a resolution appoints or removes the managing director.

2. Updating the founding documents

Changes in managing directors must also be reflected in writing in the provisions of the Memorandum of Association or Deed of Foundation, where the names, surnames, and other identification details of the new managing directors are listed. You do not need to continue listing former managing directors, except for the original first managing directors who must remain in the document for the entire existence of the company.

3. Signing and official certification

In the next-to-last step, all these documents must be signed and the authenticity of your signature must be officially certified at a notary or municipal office.

4. Electronic filing to the Commercial Register (ORSR)

You may then proceed to submit electronically the application for registration of the change in the managing director(s) to the Commercial Register of the Slovak Republic. Since 2020, this filing can only be made electronically using the relevant form.

Signing founding documents with an electronic signature

As stated earlier, the prepared (written) founding documents must be signed with a handwritten signature, and this signature must be officially certified.

Documents prepared in writing include:

• Minutes of the General Meeting or the decision of the sole shareholder

• The new and complete version of the Memorandum of Association or Deed of Foundation

• Copies of ID cards of the appointed managing directors must also be attached to the application for registration of changes in the ORSR (these documents are not signed)

Registration of changes in the managing director and other changes recorded in the Commercial Register of the Slovak Republic can now be made only electronically. To submit the application, you need a qualified electronic signature. If you want to complete the entire procedure online, you will also need a qualified timestamp.

• A qualified electronic signature fully replaces the written form of a handwritten signature.

• A qualified timestamp serves for qualified time verification of the document.

By attaching a qualified timestamp to the qualified electronic signature, you achieve the same legal validity as if the signature were officially certified by a notary or at a municipal office.

If you are interested in obtaining a qualified electronic signature and qualified timestamp, you can contact our online platform NFQES and obtain both tools within a few clicks. The whole process is fast, and we will gladly guide you through it.

Digital communication is increasingly used at authorities and in private companies and organisations. By obtaining an electronic signature, you save many personal visits and costs associated with various fees. Many services are exempt from the fee or the fee is reduced by half when you communicate with the institution and make the filing electronically.

Make the change of managing director in an LLC easier

Changing a managing director in an LLC does not have to be a lengthy or complicated process. When you have the documents prepared and use an electronic signature along with a timestamp, you can complete everything online and from the comfort of your office or home.

Make your filing to the Commercial Register easier and save fees with a qualified electronic signature via NFQES — and handle the entire process quickly, safely, and without waiting at authorities.