The new Commercial Register Act: changes for your company from 17 August 2026

The new Commercial Register Act (Act No. 29/2026 Z. z.) has been in effect since 17 August 2026, replacing Act No. 530/2003 Z. z. For companies and their shareholders, it is the largest change to corporate administration in recent years. These are the points likely to affect you first.

Key documents now require a qualified form

The most important change is that the memorandum of association or founding deed of an s.r.o., the ownership interest transfer agreement and selected decisions of a sole shareholder can no longer simply be signed with officially certified signatures. The law requires lawyer authorisation or a notarial deed for them (Section 57(1) and Section 115(4) of the Commercial Code). The law allows both forms for a simple joint-stock company as well. The exception is the simplified formation of an s.r.o. using the electronic form (Section 57(4) and Section 110a). For a joint-stock company, a notarial deed remains required: Section 57(1) applies only “unless other provisions of this Act provide otherwise”, and Section 171(3) and Section 172(2) provide for a notarial deed for a joint-stock company.

When authorising a document, the lawyer drafts it, establishes the identity of the parties and their representatives, and assesses whether it is contrary to the law, circumvents it or conflicts with good morals (Section 1a of the Act on Advocacy). According to the explanatory memorandum, the qualified form is intended to increase the reliability of the data in the commercial register.

One qualification matters: for an s.r.o., the choice of lawyer or notary applies to formation documents, the ownership interest transfer agreement and decisions of a sole shareholder on matters under Section 127a(4) (Section 132(1)). Where the general meeting of an s.r.o. with multiple shareholders decides on the same matters, namely appointing or removing a director, increasing or reducing the registered capital in a way that changes the ratio of ownership interests, or a ratio of votes different from the statutory one, its proceedings must be recorded in a notarial deed (Section 127a(4)). Lawyer authorisation is insufficient in those cases.

Company name reservations

A new option allows you to reserve a company name before filing the application to register the company. The reservation lasts no more than 60 days from delivery of the confirmation and lapses once the name is entered in the register (Section 111(3) of Act No. 29/2026 Z. z.). This is useful when preparing larger projects and needing certainty that no one else will take the name while you prepare.

Fees and fines

Court fees for registration have remained at their previous level, for example EUR 220 for the initial registration of an s.r.o. (item 17 of the court fee schedule).

A new fee of EUR 50 applies to an application to reserve a business name (item 17a).

Penalties have become stricter: the register court may impose a procedural fine of up to EUR 4,000 (previously EUR 3,310), repeatedly if necessary, for example for failing to file an application within the statutory time limit or for false information in an application (Section 113 of Act No. 29/2026 Z. z.). We recommend checking that all registrable details of your company are correctly entered. An error may now cost more than before.

What to do now

1. Proceedings commenced by 16 August 2026 that had not been finally concluded by then will be completed under the previous rules. Applications filed later fall under the new Act (Section 126(1)). A new application in the same matter filed while the old proceedings are pending will be rejected (Section 126(3)).
2. Check your commercial register details, including directors, registered office and shareholders. We handle any commercial register changes, including the filing.
3. When planning corporate changes, allow time for the qualified form of documents and remember that an application for registration cannot be withdrawn. An application filed with the register court cannot be supplemented either; it can only be corrected by an objection against the refusal of registration (Section 44(5) and (6)). A registrar may invite the applicant to supplement the application (Section 45(4) and (6)). The application should therefore be correct the first time.

As a law firm, we authorise documents directly, including where we prepare the entire corporate change. If you are unsure which of your planned steps the new Act affects, contact us.