The founder decides on the winding up, and the application to remove the unit from the Commercial Register is filed by the foreign legal entity, rather than by the head of the unit. The registry court carries out the deregistration within two working days, or as at the date stated in the application; a notary acting as registrar does not deregister a unit. Deregistration ends the authorisation to carry on business in Slovakia, but obligations under contracts and employment relationships remain with the parent company, so they need to be settled in advance.
A Czech company finds that the Slovak market has not worked out as hoped, or decides instead to move the unit’s business into a separate Slovak company. In either case, the unit is ultimately removed from the Commercial Register. Since 17 August 2026, deregistration itself has been a swift step; what precedes it matters more. A unit is an organisational division of the foreign company’s enterprise (Section 7(1) of the Commercial Code), and therefore everything that arose through it belongs to the parent company even after deregistration.
What deregistration does and does not do
Deregistration of the unit ends the foreign person’s authorisation to carry on business in Slovakia (Section 21(5)(b) of Act No. 513/1991 Coll.). Contracts with customers and suppliers, the lease of premises, employment relationships and debts do not end with it, because the party to them is the founder rather than the unit. Before the application is filed, it must therefore be decided what happens to them: whether they are terminated, transferred, or left with the parent company to perform from Czechia.
Where the activity is to continue in a new Slovak company, the unit is not wound up in a vacuum. First the unit’s enterprise, or part of it, is transferred to the new company, and only then is the unit deregistered. On a transfer of an economic unit, the rights and obligations arising from employment relationships towards the transferred employees also pass to the transferee employer (Section 28(1) of Act No. 311/2001 Coll.); the detail is examined in our answer on the transfer of a unit’s employees to an s. r. o.. The whole procedure is described under our transformation of an organisational unit into a company service.
Who files the application, and how
The new Act on the Commercial Register identifies the applicant expressly:
An application for registration of the deregistration of registered details from the Commercial Register shall, in the case of a branch of a foreign legal entity, be filed by the foreign legal entity.
— Section 46(13) of Act No. 29/2026 Coll. (unofficial English translation)
The head of the unit therefore does not file the application for its deregistration; the foreign company acts through its statutory body or an authorised representative, and a power of attorney is recognised where it is granted to a lawyer, a notary or an employee of the company (Section 47(1)). The application is filed with the registry court, rather than with a notary: a registrar carries out only first registrations and changes to registrations (Section 42(2)), whereas deregistration of a registered person is a separate concept under the Act (Section 2(f) and (g)). The application is filed electronically using the designated form, must be authorised, and the person filing it must have an activated electronic mailbox (Section 44(1) and (2)). An application filed with the registry court cannot be supplemented or withdrawn, and an error can be remedied only by objections against refusal of registration within 15 days of delivery of the notification (Sections 44(5) and (6), and Section 60(1)).
When deregistration takes place
Where the conditions are met, the registry court carries out the registration within two working days of delivery of the application (Section 58(1)). The application may also state a future date as at which the deregistration is to be entered (Section 58(3)); that is useful in a transformation, where the unit is to cease to exist precisely on the day the new company takes over the activity. The date of and legal ground for the deregistration are entered in the Commercial Register (Section 26(4)), and within seven days an extract is made available to the competent tax office as well (Section 101(1)). The founder’s Czech register also learns of the deregistration through the system of interconnection of registers (Section 102(3)(b)).
As regards the head of the unit, allow for the protective period for third parties. From publication of the deregistration, nobody may plead ignorance of it, but the registered person may not rely on the detail against a third party during the 15 days following publication if that party proves that it could not have known of it (Section 7(3)). Powers of attorney and the head’s signing authorities with banks and partners should therefore be revoked at the same time as the deregistration.
Where the parent company ceases to exist
Deregistration of a unit may also occur without an application. If the foreign register notifies, through the system of interconnection of registers, that the founder has ceased to exist or has been deregistered, the registry court deregisters the unit of its own motion (Section 88(1)). This does not apply where the founder ceased to exist by a merger by absorption, a merger by formation of a new company, a division, a change of legal form or a cross-border transfer of its registered office (Section 88(2)); where the parent is reorganised in that way, the position of the unit must be dealt with separately.
What we recommend
Start with a list of the unit’s contracts, employees, leases and registrations, and decide for each item whether it will be terminated, transferred or retained by the parent company. We prepare and file the application for deregistration on behalf of the foreign company and, in a transformation, time it for the day the new company takes over the activity. Discuss the contractual and tax consequences of ceasing the activity with your accountant as well. We handle both the establishment and the closing of a unit under our organisational unit in Slovakia service.
This answer provides general information on the law as at 12 September 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.
