We failed to report a change of managing director to the Commercial Register on time. Could we face a fine?

The shareholders have appointed a new managing director or removed the previous one but have not filed an application for registration. The person authorised to act for the company must file it within 30 days of the date specified in the resolution or, if no date is specified, the date on which the resolution was adopted (Section 112(1) of Act No. 29/2026 Z. z. on the Commercial Register). If the deadline has passed, a fine is possible, but it is not automatic. The change should be registered as soon as possible, supported by documents in the required form.

Who pays the fine and how much it can be

The following quotation is reproduced in its original language:

Registrový súd môže uložiť osobe oprávnenej konať v mene zapísanej osoby poriadkovú pokutu do výšky 4 000 eur, ak si nesplní povinnosť a) podať návrh na registráciu v lehote ustanovenej zákonom, […]

§ 113 ods. 1 zákona č. 29/2026 Z. z.

The law therefore imposes the fine on the person authorised to act on the company’s behalf, meaning the managing director in an s. r. o., rather than on the company. Where there is a collective statutory body, such as a board of directors, its members are jointly and severally liable for payment (Section 113(6)). The court may impose a fine but is not obliged to do so. It considers, in particular, the nature, seriousness, manner and consequences of the breach (Section 113(3)). It may impose further fines for repeated breaches (Section 113(4)). A complaint challenging the order imposing the fine may be filed within 15 days of service (Section 113(5)).

If the filing deadline expired before 17. 8. 2026, the delay arose under the previous Act No. 530/2003 Z. z. on the Commercial Register, under which the fine could reach EUR 3 310 (Section 11(1)). The new Act contains no specific transitional provision on fines.

Filing through a notary does not rule out a fine. The registrar must notify the registry court without delay of any circumstances that may warrant a fine (Section 113(7)). The court may also impose a fine up to the same amount if the application contains false information or is accompanied by documents that do not reflect the actual position (Section 113(2)). The dates stated in the application must therefore be the actual dates on which the resolutions were adopted.

Other risks of leaving a change unregistered

• Until the change has been published, the company cannot rely on it against a third party unless it proves that the third party knew about it (Section 7(1) of Act No. 29/2026 Z. z.). A removed managing director who remains registered may therefore pose a risk to the company in its dealings with business partners. The article on when a change in the Commercial Register takes effect explains this further.
• If the company had a sole managing director and a new managing director is not registered within 60 days after the expiry of the 3-month period for appointing one, the person who last held office must apply for the company’s dissolution within 30 days (Section 66(1) and (3) of the Commercial Code, Act No. 513/1991 Zb.).
• The registry court may also make the missing entry on its own initiative in general rectification proceedings (Section 67(1) and (2), letter b, of Act No. 29/2026 Z. z.). A former managing director may also submit a qualified request to initiate such proceedings, as explained in the question I have resigned but am still listed in the register.

How to remedy the delay

Prepare a complete application from the outset. It must be accompanied by the resolution appointing or removing the managing director and, for a new managing director, their consent to appointment and a specimen signature (Section 1(4) and Section 27(6) of Decree No. 203/2026 Z. z.). An application filed with the registry court cannot be supplemented or withdrawn, and errors can only be corrected by lodging objections against the refusal to register (Section 44(5) and (6)). The registrar, who is a notary, will ask the applicant to remedy any deficiencies within 15 days of service of the request (Section 45(4) and (6)).

Check the form of the resolution as well, because both the registry court and the registrar examine whether the supporting documents are in the form required by the Commercial Code (Section 50(1), letter g). If the general meeting appointed or removed a managing director on or after 17. 8. 2026, its proceedings must be certified by a notarial deed (Section 127a(4) of the Commercial Code). A sole shareholder must record such a resolution in a notarial deed or a document authorised by an attorney (Section 132(1)). If the resolution was adopted before 17. 8. 2026, its form should, as a matter of general principle, be assessed under the rules applicable at that time, which required the officially certified signature of the chair of the general meeting or the sole shareholder. However, the Act contains no specific transitional provision on form, so before filing we recommend assessing whether, as a precaution, the resolution should be adopted again in the new form. If registration proceedings commenced on or before 16. 8. 2026, they will be completed under the previous legislation (Section 126(1) of Act No. 29/2026 Z. z.).

As part of our Commercial Register changes service, we will review both the resolution and the registration application with you. We will prepare them so that registration can be completed on the first attempt. The procedure for removal itself is explained in the question on removing a managing director.