Director of a Slovak s.r.o. in 2026: Residency, Pay, Contributions and Liability
Owning a Slovak company and running one are two different legal questions, and foreign founders routinely discover this the hard way. Anyone in the world can be a shareholder (spoločník) of a Slovak s.r.o. Not everyone can be its director (konateľ). If you hold a passport from outside the EU or the OECD, the registry court will not enter you as director until you hold a residence permit — and you cannot get that residence permit until the company exists. That single sequencing problem decides how most non-EU incorporations in Slovakia are actually structured.
This guide covers who may serve as konateľ, the residence rule and how founders work around it, the three ways a director can legally take money out, what each costs in 2026, and where personal liability starts.
Shareholder vs director: the distinction that matters
A Slovak s.r.o. has two separate roles, and one person usually holds both:
- Spoločník (shareholder) — owns the share capital, votes at the general meeting, receives dividends. No residency, nationality or presence requirement. A person or a company from any jurisdiction may be a shareholder.
- Konateľ (director / statutory body) — signs on behalf of the company, is registered in the Commercial Register, bears the legal duties and the personal liability. This is the regulated role.
A company may have several directors, acting jointly or independently — the arrangement is recorded in the register and is worth thinking about before you file, because changing it later means another registration.
Who may be a director
Every konateľ, regardless of nationality, must be:
- a natural person (a company cannot be a konateľ of an s.r.o.),
- at least 18 and with full legal capacity,
- of good standing (bezúhonnosť) — evidenced by a criminal record extract.
For a foreign national the criminal record extract must come from the home state, or from the state where the person resided for six months in the last five years, be no older than three months, carry an apostille or consular legalisation and be officially translated into Slovak. If the person has already lived in Slovakia for more than six months, a Slovak extract is enough.
The residence permit rule
Here is the provision that catches people out. Before registering a foreign natural person as a person authorised to act on behalf of a Slovak business, the registry court must verify that this person holds a residence permit in Slovakia or in another EU member state.
Exempt: citizens of EU member states and of OECD member states. That exemption is broader than people expect — it covers the United States, the United Kingdom, Canada, Türkiye, Japan, South Korea, Australia, Israel, Mexico, Chile, Switzerland and Norway, among others. If you hold one of these passports, you can be director of a Slovak company while living anywhere, with no permit at all.
Not exempt: everyone else — including nationals of India, China, Ukraine, Serbia, the UAE, Egypt, Vietnam, the Philippines and most of Africa and Latin America. For them, the residence permit is a hard precondition of registration.
The practical sequence for third-country founders
You cannot ask for a business residence permit without something to point at, and you cannot be registered as director without the permit. The route that works in practice reverses the order:
- Incorporate as shareholder only, with a director who already qualifies — a co-founder with an EU/OECD passport, a Slovak resident, or a professional director engaged for the interim period.
- Apply for prechodný pobyt na účel podnikania (temporary residence for the purpose of business) in person at a Slovak embassy or consulate. Attach the Commercial Register extract plus a general meeting resolution stating that you will become director once the permit is granted — this is exactly the evidence the police department expects.
- After the permit is issued, register the change of director in the Commercial Register.
The application requires a valid travel document, two photographs, proof of purpose no older than 90 days, a criminal record extract, proof of accommodation, proof of funds — a company account holding 100× the subsistence minimum, roughly €28,400 at the 2026 rate of €284.13 — and a fee of €240. Foreign documents need an apostille or consular legalisation. The permit runs for up to three years and is renewable.
If you would rather not wait for a company to be incorporated first, a ready-made Slovak company shortens step 1 to a transfer of shares.
What changes on 17 August 2026
A new Commercial Register Act (No. 29/2026 Coll.) takes effect on 17 August 2026 and changes the mechanics of both incorporation and director changes:
- founding documents and several corporate resolutions must be executed as a notarial deed or authorised by an attorney — a certified signature is no longer sufficient;
- notaries act as registrars, though a notary may not register a document they drafted themselves;
- the court fee for a first registration of an s.r.o. is 220 € and for a change of registered data 50 €; a company name can be reserved for 60 days for 50 €;
- fines on statutory representatives rise to up to €4,000 for failing to keep registered data current — a real cost for companies that never updated a director’s address or expired ID.
Applications filed up to 16 August 2026 are still assessed under the old rules.
How a director gets paid — and what it costs
There is no obligation to pay a konateľ anything. In practice there are three routes, and they are taxed very differently.
1. Zmluva o výkone funkcie (contract for the performance of office)
The standard instrument. It is a commercial-law contract, not employment — no Labour Code protections, no minimum wage, no holiday entitlement — but for tax and contribution purposes the fee is treated as employment income. Contributions in 2026:
| Director | Company | |
|---|---|---|
| Social insurance — regular monthly fee | 9.4% | 24.15% |
| Social insurance — irregular fee | 7% | 21.75% |
| Health insurance | 5% | 11% |
Note the employer rate: 24.15%, not the 25.2% an ordinary employer pays. A konateľ is not an employee under the Labour Code, so accident insurance (0.8%) and guarantee insurance (0.25%) do not apply. An “irregular” fee — one not payable monthly — drops the employee side to 7% and the company side to 21.75%, because sickness and unemployment insurance fall away too. The maximum monthly assessment base for social insurance in 2026 is €16,764; health insurance has no ceiling.
Worked example — a €2,000 gross monthly director’s fee:
| Amount | |
|---|---|
| Gross fee | €2,000.00 |
| Director’s social insurance (9.4%) | −€188.00 |
| Director’s health insurance (5%) | −€100.00 |
| Income tax at 19% after the €497.23 monthly personal allowance | −€230.81 |
| Net to the director | €1,481.19 |
| Company’s social insurance (24.15%) | €483.00 |
| Company’s health insurance (11%) | €220.00 |
| Total cost to the company | €2,703.00 |
The director keeps 54.8% of what the company spends. Full payroll mechanics, including the tax bands above €497.23, are set out in our Slovak payroll guide.
2. Employment contract
A director may also be employed for activities that are not the exercise of the office — as a sales manager or developer, say. Then the Labour Code applies in full, along with the 25.2% employer social rate, minimum wage and holiday. Splitting the two roles is legitimate and common, but the employment contract must describe genuinely different work; one that simply restates the director’s duties will be recharacterised.
3. Dividends
Profit distributions are taxed by 7% withholding tax and carry no social or health contributions. On the same €2,703 of pre-tax profit, a company taxed at the reduced 10% corporate rate (taxable income up to €100,000) distributes roughly €2,262 net — around €780 more than the salary route. The trade-offs are real, though: dividends can only be paid from approved profit after the annual accounts, they do not create pension or sickness entitlement, and they leave the health insurance question below unanswered. Rates and thresholds are in our corporate tax guide.
The unpaid director’s hidden bill
A director who takes no fee pays nothing to the Social Insurance Agency. Health insurance is another matter. In Slovakia every resident must be insured through some payer, and if you have no Slovak employment, no self-employment and no other insured status, you become a self-payer (samoplatiteľ): from 1 January 2026 the rate is 16% of an assessment base with a minimum of €762, i.e. at least €121.92 a month.
This does not automatically apply to a non-resident director. If you are insured in another EU or EEA state and hold the relevant coordination form, Slovak health insurance does not arise from an unpaid office. Founders who move to Slovakia, however, should budget for it — it is a fixed cost independent of whether the company earns anything, and it belongs alongside the other running costs of a Slovak s.r.o..
Where personal liability starts
Limited liability protects the shareholder’s investment. It does not protect the director. Under § 135a of the Commercial Code the konateľ must act with professional care and in the company’s interest, and is liable for damage caused by breaching that duty. Three consequences deserve attention from any foreign owner acting as their own director:
- Creditors may sue the director directly. If a creditor cannot satisfy its claim from company assets, it may pursue the director personally for damages, in its own name.
- Filing late for insolvency is expensive. A director who fails to file a bankruptcy petition in time faces a statutory penalty of €12,500, which the court cannot reduce, and the enforceable judgment operates as a three-year disqualification from serving as a statutory body.
- Non-competition (§ 136) is strict. A konateľ may not trade on their own account in the company’s line of business, broker deals for third parties in it, or sit on the statutory body of a competing company. Breach entitles the company to both damages and the profit made.
Two administrative duties round this out: the company needs a Slovak registered office with the property owner’s certified consent, and it has a mandatory electronic mailbox on slovensko.sk (ÚPVS) in the director’s care. Decisions delivered there are deemed served whether or not anyone reads them — the most common way a foreign-owned company misses a deadline.
Frequently asked questions
Can a non-EU citizen be director of a Slovak company? Only with a residence permit in Slovakia or another EU member state. Citizens of EU and OECD member states — including the US, UK, Canada, Türkiye and Japan — are exempt and need no permit.
Can a foreigner own a Slovak s.r.o. without living in Slovakia? Yes. There is no residency requirement for shareholders of any nationality. The restriction applies only to the director role.
Does a Slovak director have to be paid? No. The office may be performed without remuneration. An unpaid director resident in Slovakia with no other insured status must, however, pay health insurance as a self-payer — at least €121.92 a month in 2026.
Is a director’s fee cheaper than a salary? Slightly. Accident (0.8%) and guarantee (0.25%) insurance do not apply to a director’s fee, so the employer rate is 24.15% instead of 25.2%. An irregular fee lowers it further to 21.75%.
Can one person be both sole shareholder and sole director? Yes, and it is the most common structure — subject to the same residence permit rule for third-country nationals. From 17 August 2026 the cap of three single-member companies per person is abolished.
We handle the Slovak side, in English
Getting the director question right at the start avoids a re-registration later — and after 17 August 2026 every re-registration means a notary. We advise on company formation in Slovakia including the director structure for non-EU founders, prepare the contract for the performance of office, register the appointment, and then run the accounting, payroll and tax filings with English-speaking support — including the electronic mailbox that nobody warns you about.