Changing the Business Activities of an LLC With a Qualified E-Signature: The Full Guide

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Changing the business activities of an LLC no longer has to mean running around offices. In this guide we will show you how to handle the entire change process online and fully in compliance with the applicable legal regulations. For this you will need a qualified electronic signature (QES) and a qualified time stamp.

What Are Business Activities in an LLC?

The legal definition of business is contained in the provision of Section 2 of Act No. 513/1991 Coll., the Commercial Code, as currently in force (hereinafter the “Commercial Code”). Under this provision, business is an activity carried out by an entrepreneur on a continuous basis, independently, in their own name and at their own responsibility. The fundamental element is the purpose of the business, which is to achieve a profit.

The activities an entrepreneur carries out in operating their business are referred to as business activities or as trades and are listed in the annexes to Act No. 455/1991 Coll. on trade licensing (the Trade Licensing Act).

Important information:

Every change to the business activities – expanding or narrowing them – must first be reflected in the founding documents of the limited liability company and adopted in the manner prescribed by law. At the end of this process, the change must be registered in the Commercial Register of the Slovak Republic (CRSR).

When Is It Necessary to Change Your Business Activities?

Expanding or narrowing your business activities always depends on the entrepreneur’s decision.

In practice, these changes occur mainly in the following cases:

• when you want to expand your business activities or expand into new markets,
• when you are ceasing to carry out certain business activities and do not plan to carry them out in the future either,
• when you find out that you are carrying out an activity that you do not have registered in the CRSR,
• when you need to change your business activities so that they comply with new legislative rules and adopted laws.

Notice:

As entrepreneurs, you must not carry out a business activity that you do not have registered in the Commercial Register of the Slovak Republic. This constitutes unauthorized (so-called illegal) business. In practice, it sometimes happens that an entrepreneur, in the heat of their zeal and enthusiasm, begins to carry out an activity that they do not yet have registered. In such a case, the new business activity must be added and registered as soon as possible.

What Will You Need to Change the Business Activities of an LLC?

The administrative process for changing business activities is governed by law and can be divided into two consecutive parts:

• In the first part, it is necessary to adopt written changes to the company’s founding documents.
• In the second part, it is necessary to register these changes in the Trade Licensing Register of the Slovak Republic and subsequently in the Commercial Register of the Slovak Republic.

Before you embark on this process on your own, you need to prepare:

• a qualified electronic signature (QES) and a qualified time stamp – you can easily obtain both via the NFQES online platform,
• a card reader (or another device) and installed software for online communication and signing; your identity card (eID) must be activated,
• the decision of the sole partner or the minutes of the general meeting of the LLC, or other annexes in which you have made changes to be registered in the CRSR,
• in the case of skilled trades, also proof of professional competence under the Trade Licensing Act.

Tip:

Also read the guide on signing with an identity card.

A Detailed Procedure for Changing the Business Activities of an LLC

Step 1: Decision of the Company’s Bodies – the Sole Partner Exercising the Powers of the General Meeting / Several Partners at the General Meeting

Every change to the business activities must be approved and adopted by the company’s partners.

• If the company has only one partner, the written change is carried out in a document titled Decision of the Sole Partner.
• With several partners, it is necessary to convene a general meeting of the company, from which minutes are drawn up.
• The adopted changes must then be incorporated, or reflected, into the company’s founding deed or articles of association.
• You must sign all these documents and other legally prescribed annexes (if, along with the change of business activities, you also made other changes in the company – a change of executive director, registered office, etc.) with a qualified e-signature (QES) and a qualified time stamp. These tools replace the handwritten signature, which would otherwise have to be officially certified at a notary or registry office.

Tip:

In one step you can delete or add one or more business activities. The law neither prescribes nor in any way limits their number. The exception is the simplified establishment of an LLC, which is carried out electronically. In this case, the number of trades in the form is limited to 15 and you can add only free trades to the company.

Step 2: Reporting the Change of Business Activities (Trades) to the Relevant Authorities

Free, regulated and skilled trades (business activities) are reported in two consecutive steps:

• First, you must report the addition or removal of a trade (the narrowing or expansion of business activities) to the relevant district office, trade licensing department, via the Slovensko.sk portal using the appropriate electronic form.
• After the changes are registered in the Trade Licensing Register of the Slovak Republic (you will receive an electronic confirmation of the registration in your electronic mailbox), you electronically submit, via Slovensko.sk, the proposal for registering the changes to the business activities (or other changes) in the Commercial Register of the Slovak Republic. The confirmation of registration from the Trade Licensing Register of the Slovak Republic must be attached to the submission.

Important notice:

Changes to business activities must be reported within 15 days from the day the change is adopted by the company’s bodies.

How Long Does the Process of Changing Business Activities Take?

The entire process takes several working days, but in rare cases it may stretch to several weeks. These situations are usually caused by the technical or staffing capacities at the relevant authorities.

Mistakes When Changing Business Activities

When preparing the documents, watch out in particular for the following:

• incorrect or incomplete wording of the business activities – we recommend following the wording set out in the annexes to the Trade Licensing Act,
• missing annexes to the proposal for registering data in the Trade Licensing Register of the Slovak Republic and the Commercial Register of the Slovak Republic,
• a missing qualified electronic signature or qualified time stamp on one or more documents. Each document (annex to the registration) must bear a qualified e-signature and a qualified electronic time stamp. These requirements cannot be replaced by another electronic signature with a lower legal force.

At the end of the entire process, you have one more obligation, which is to notify the changed data to your business partners, suppliers and customers so that they can take the adopted changes into account in your mutual cooperation and in invoicing.