Representation before the central securities depository (CDCP)

Whenever a company issues or deals with book-entry securities — on formation of an a.s. or j.s.a. with book-entry shares, when amending an issue, transferring shares or issuing book-entry bonds. Also where a company has registered certificated shares, since the depository maintains the shareholder list. Registration has different effects for the issuance and contractual transfer of book-entry securities than it does for inheritance, where the records are brought into alignment with ownership that has already been acquired.

CDCP procedures are formal and governed by its operating rules. An error in an application means a returned submission and, for corporate events, a delay to the entire transaction. We represent issuers and holders, prepare the documents correctly from the outset and monitor entries through to completion.

Some matters yes, others no. Since 1. 2. 2022, holders of CDCP accounts for individuals and legal entities other than members or participants must submit instructions to register transfers, succession, movements between accounts and suspension of disposal rights exclusively through an authorised participant or member of the depository. These instructions can no longer be submitted directly to CDCP. The only exception is for state authorities acting on behalf of the Slovak Republic. Some services, such as registration of a contractual pledge, are also available only in person at the depository's registered office.

More than is customary. It must bear the principal's officially certified signature, define the authority sufficiently precisely — as assessed by the depository — and identify the representative, including their birth number or date of birth depending on the identity document used. For a legal entity, the statutory representative's authority must be evidenced by a commercial register extract no more than three months old on the date the power of attorney is signed, on the date the service request is signed and on the date the service is performed. This does not automatically require three separate extracts: one may cover several dates if the information remains correct and the required currency is maintained. The number of documents depends on the relevant dates and any changes to the information. You can download a template with explanatory notes below.

The new qualified form applies primarily to transfers of ownership interests in s.r.o. companies and the establishment of registered rights in j. s. a. companies; it does not require every share transfer agreement to be authorised. For shares, we determine the required documents according to their class and form. For book-entry shares, we arrange registration of the transfer; for registered certificated shares, we also arrange entry of the shareholder change in the shareholder list so that it is effective against the company.

Yes. A j.s.a. must issue its shares through CDCP from formation and also has shareholder rights registers in which tag-along and drag-along rights can be registered. We handle the entire process, including company formation, as one service.

No. Under § 107c(3) of Act No. 566/2001 Z. z., an issue agent may be a central depository member, a securities dealer, a foreign securities dealer, the Debt and Liquidity Management Agency or another legal entity specified in the operating rules. Law firms are not included. We represent issuers under a power of attorney in the ordinary way; we do not have, or promise, the direct access to the depository's information system available to an issue agent.