How to change the scope of business activities in an LLC: Online filing with an electronic signature

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What can be a business activity in an LLC?

According to Act No. 513/1991 Coll., the Commercial Code, as amended (hereinafter the “Commercial Code”), the scope of activities of a limited liability company may include business activities as well as other legally permitted activities. So even in the case of a limited liability company, it does not always have to involve only entrepreneurial activity.

Which business activities you choose depends entirely on you and the direction of your business. It is important to note that a condition for registering business activities in the Commercial Register of the Slovak Republic (hereinafter the “Commercial Register”) is always compliance with the requirements stipulated by Act No. 455/1991 Coll., the Trade Licensing Act, as amended (hereinafter the “Trade Licensing Act”).

Did you know that…

Registration and performance of certain activities (LLC business activities) also require a permit under other specific regulations.

 

You can freely change the business activities of your company throughout its existence. Depending on the development of your business, you can delete them and/or add new ones that better reflect your updated business plans, vision, and future direction. You may perform deletion and addition of business activities either in one step or separately, whenever such a need arises in practice.

A change of business activities, whether it involves deleting and/or adding new activities to an LLC, always constitutes a change of the contract. This means that after adopting such a change, the company’s managing directors are obligated to incorporate it into the company’s written documents. No later than 30 days from the date of adopting this change, the managing directors must file a proposal for registration of the changes in the Commercial Register.

Managing directors are required to ensure that the information published in the Commercial Register corresponds to the actual state of affairs in the business.

Recommendation:
The signature on the Memorandum of Association or Deed of Foundation can now be fully replaced with a qualified electronic signature with a qualified timestamp. A qualified electronic signature fully replaces the handwritten signature of a person.

Procedure for changing business activities in an LLC

When deleting and/or adding business activities in an LLC, the following steps await you:

1. For the deletion and/or addition of business activities in an LLC, all adopted changes must be recorded in writing in the Deed of Foundation/Memorandum of Association. The first step is therefore to prepare a written amendment of the founding documents, in which you incorporate all required information.

2. In the next step, prepare all required attachments according to the applicable law, which must be submitted to the Commercial Register together with the application for registration of the requested changes.

3. In the final step, proceed with the electronic signing of the founding documents and all attachments. The electronic filing to the Commercial Register is made through the portal www.slovensko.sk, using the relevant form. This form must also be signed electronically.

Save time by avoiding visits to the authorities

To be able to complete the full online filing for changes of business activities in an LLC, you will need:

• a technological device (PC, mobile phone, or tablet),

• an internet connection,

• a qualified electronic signature,

• a qualified timestamp,

• an electronic form,

• free signature applications or commercial applications such as QSign, QES, and others.

Procedure for electronic registration

1. Access to the electronic service: You complete the electronic filing through the service “Submission of a proposal for registration, change, and deletion of data in the Commercial Register.”

2. Authorization of the proposal: Instead of a notarized signature at a notary or municipal office, you can sign the proposal with a qualified electronic signature.

3. Attachments: You must always attach the statutory attachments to the proposal for registration in the Commercial Register. These attachments must contain a notarized signature, or you may sign them with a qualified electronic signature and a qualified timestamp.

Did you know that…

As of 1 October 2020, proposals for registration of changes in business companies, including LLCs, may be submitted only electronically.

If you have a qualified electronic signature and a qualified electronic seal, you can manage the entire process of changing business activities in an LLC conveniently and without the need to visit any authorities. On the NFQES digital platform, you can obtain both — a qualified electronic signature and a qualified electronic seal — quickly, easily, and effortlessly. Read more about everything the platform offers and feel free to contact us.