A person listed as a tax debtor or with social insurance arrears may form an s.r.o. only with tax authority consent, attached to the registration application. A person listed as a debtor in the enforcement register cannot form one while enforcement continues. These restrictions do not apply to foreign persons.
What formation obstacles does the law recognise?
Section 105b of the Commercial Code provides two separate obstacles relating to a founder:
- Tax and social insurance debts. A person listed as a tax debtor or with recorded social insurance arrears cannot form a company. This obstacle can be overcome: the competent tax administrator, a tax or customs office, may grant consent, which is attached to the Commercial Register application.
- Enforcement. A person recorded as a debtor in the register of authorisations issued for enforcement cannot form a company either. No consent exception exists here. While the entry remains active, formation will not succeed.
Why check in advance?
The registry court checks these matters and refuses an application filed blindly, wasting time and the court fee. Check your own records beforehand: the Financial Administration maintains the tax debtor list, the Social Insurance Agency can confirm arrears, and enforcement appears in the authorisation register. Through our s.r.o. formation in Slovakia service, we check these obstacles before preparing the first document.
Who is exempt from the restrictions?
Section 105b does not apply if the founder is a foreign person (Section 105b(2)). This means an individual resident outside Slovakia or a legal entity with a registered office abroad. A Czech founder therefore does not fall under the Slovak formation-stage tax debt check.
Does this also apply to buying a share?
A similar enforcement obstacle applies to transferring a business share in an existing company. A share cannot be transferred if either transferor or acquirer is recorded as a debtor in the register of enforcement authorisations (Section 115 of the Commercial Code). Buying an existing company is therefore not a back door. See our business share transfer service.
This answer provides general information on the law as at 1 August 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.
