Appointment of a responsible representative in an LLC: Arrange it easily and online

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When conducting business through a limited liability company (LLC), in some cases it is necessary to appoint a so-called responsible representative.
In this article, we explain who can act as a responsible representative and when LLC owners are required to create such a position. The entire process of appointing a responsible representative can also be completed online.

Who can be a responsible representative in an LLC

A detailed description of the responsible representative institution is contained in Act No. 455/1991 Coll. on Trade Licensing (the Trade Licensing Act) in its current wording.
The Act provides a legal definition of a responsible representative as a natural person appointed by an entrepreneur to ensure the professional performance of business activities when operating a trade.

Note:
Please note that a responsible representative must be employed under an employment relationship, which means they must be your employee with whom you have concluded a standard employment contract and for whom you pay all legally required contributions.

The only exception to this rule applies when the responsible representative is:

• the entrepreneur’s spouse,
• a direct-line relative of the entrepreneur,
• the entrepreneur’s sibling,
• or, in the case of a legal entity, its partner or member who meets the required professional qualifications.

In these cases, the person does not need to be employed. It is sufficient to appoint them to the role in the manner prescribed by law. However, a member of the supervisory board or another supervisory body of the LLC cannot act as a responsible representative.

When are you required to appoint a responsible representative

You need a responsible representative if you do not personally meet the professional qualification requirements for operating a craft or regulated trade where the law requires such professional competence.

Appointing a responsible representative online

An entrepreneur must notify the Trade Licensing Office of the appointment or termination of a responsible representative within 15 days. In the case of a limited liability company, this notification is carried out through a legally prescribed process consisting of four steps:

1. Adoption of a decision to appoint a responsible representative by the company’s general meeting or by the sole shareholder. This resolution must be included in the minutes of the general meeting or in the written decision of the sole shareholder.
2. The appointment or dismissal (termination) of the responsible representative is made using the legally prescribed form. This form must include all required details and the business activity for which the responsible representative is appointed.
3. The appointment of the responsible representative must also be recorded in the Memorandum of Association or the Deed of Foundation.
4. In the final step, the appointment (or termination) of the responsible representative is reported to the District Office, Department of Trade Licensing, acting as a Single Contact Point, and a proposal is submitted to register the change in the Commercial Register of the Slovak Republic. These two actions are performed simultaneously and can only be completed electronically using a qualified electronic signature.

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Note:

The termination of the responsible representative’s role may also be reported to the Trade Licensing Office by the responsible representative themselves. In such a case, the notification must include written confirmation that the entrepreneur has been informed in writing about the termination of the role.

Documents required for appointing a responsible representative

All of the following documents:

• minutes of the general meeting or the decision of the sole shareholder appointing the responsible representative,
• the form for appointment/termination of the responsible representative,
• the Memorandum of Association or Deed of Foundation in its new and complete wording,

must be signed and the signature officially verified by a notary or registry office. You can simplify this step if you have a qualified electronic signature (QES) and a qualified time stamp. With these, you can sign all documents electronically and complete the entire submission online.

Do you need to obtain a qualified electronic signature but don’t know where to start? A complete guide to obtaining a qualified certificate will walk you through the entire process. Get your QES and qualified electronic seal quickly and in just a few clicks through the NFQES digital platform.