Ultimate Beneficial Owner of a Slovak s.r.o.: A Guide for Foreign-Owned Companies
A Slovak s.r.o. owned through a foreign company still has to name the individuals at the top of the chain as its ultimate beneficial owners (in Slovak, konečný užívateľ výhod). Anyone holding at least 25% of the votes or capital — directly or by multiplying the stakes down the chain — is a UBO. If nobody qualifies, the Slovak company’s own directors are recorded instead. The data go into the Commercial Register, stay off the public extract, and changes are filed free of charge.
For groups with a foreign holding above the Slovak company, the usual failure is an entry that was right at incorporation and never updated when the holding changed hands.
Which rule decides who the UBO is?
Two laws work together. The Commercial Register Act No. 29/2026 Coll., in force since 17 August 2026, lists the beneficial owner among the registered particulars of every s.r.o. (§ 11(m)) and sets out what is recorded (§ 25). The definition itself sits in the Anti-Money Laundering Act No. 297/2008 Coll., § 6a. For a company, a UBO is any natural person who:
- holds at least 25% of the voting rights or registered capital, directly or indirectly;
- has the right to appoint or remove a director or a member of the supervisory body;
- controls the company in some other way; or
- is entitled to at least 25% of the economic benefit from its business.
Two back-up rules matter for foreign groups. People who each hold less than 25% but act in concert and together cross a threshold are all UBOs (§ 6a(3)). And if no natural person meets any test, the members of senior management — for an s.r.o., its konatelia (directors) — are treated as the UBOs (§ 6a(2)).
A UBO is always a human being. A holding company, a fund or a trust can never be the entry; you keep going up until you reach people.
How to trace a foreign holding chain
Indirect stakes are calculated by multiplying the percentages along each chain. Three typical set-ups:
| Structure | Calculation | Recorded UBO |
|---|---|---|
| Slovak s.r.o. 100% owned by a German GmbH; the GmbH owned by Anna 70%, Lukas 30% | 70% × 100% = 70%; 30% × 100% = 30% | Anna and Lukas |
| Slovak s.r.o. 50% owned by a Cypriot Ltd; the Ltd owned by Nikos 40%, six others 10% each | 40% × 50% = 20% | nobody through that chain on capital alone — check control and profit rights |
| Slovak s.r.o. owned by a listed or widely held group with no 25% holder | no person reaches 25% | the Slovak company’s directors |
The middle row needs judgement: falling below 25% on the arithmetic does not settle it. If Nikos also has the right to appoint the Slovak director, or an agreement gives him the decisive vote in the Cypriot company, he is a UBO under the control test.
Where a foreign trust or similar arrangement sits in the chain, § 6a(1)(d) looks through it to the settlor, the trustee, any protector and the beneficiaries.
What a non-Slovak UBO has to disclose
Under § 25 of the Commercial Register Act, the register records for each UBO:
- full name,
- Slovak birth number, or date of birth if no birth number was ever issued,
- residential address,
- nationality,
- type and number of the identity document — required only for people who are not Slovak citizens,
- the facts that make the person a UBO (for example, “indirect 70% share in the registered capital through [holding]”).
None of this appears on the public register website or on an official extract; per the Ministry of Justice it is available only through the registration confirmation, in-person inspection at the registry court or a certified copy (the last two for a fee). Banks do not rely on the register alone: as obliged entities under the AML Act they must identify your UBO themselves, so an outdated entry usually surfaces at account opening.
Filing and updating: who, how, by when
At incorporation, the UBO data are part of the first registration of the s.r.o. There is no separate fee — the formation court fee covers it. The formation steps under the new Act are in our guide to registering a Slovak s.r.o. after 17 August 2026.
After a change, the filing is made through the dedicated electronic form on the register’s portal (sluzby.orsr.sk, form ZmenaKuv). A proposal to change or supplement UBO data is exempt from court fees.
Two practical constraints for foreign-owned companies:
- The filing must be authorised electronically, otherwise the court disregards it. A director without a Slovak eID card or a recognised qualified electronic signature cannot sign it personally — the same gap that affects access to the company’s electronic mailbox. Since 17 August 2026 filings can also gradually be made through a registrar (a Slovak notary), and a local representative with a power of attorney is the usual route.
- The 30-day rule applies. Under § 112(1), the person authorised to act for the company must file within 30 days of the date stated in the decision, of the date the decision was taken, or of the date the legal fact took effect.
What most often triggers an update:
- a share sale or new investor round in the parent company,
- a restructuring that adds or removes a holding layer,
- a UBO moving house or renewing a passport (the document number is on file),
- a change of Slovak director, where the directors are the recorded UBOs by default.
What happens if the entry is wrong?
| Law | Breach | Exposure |
|---|---|---|
| Commercial Register Act, § 113 | late filing, or false data in a filing | a procedural fine of up to €4,000 on the person acting for the company, repeatable; several directors are jointly liable |
| AML Act, § 10a with § 33(3) | failing to identify the UBO and keep internal records up to date | a fine from the Financial Intelligence Unit of up to €200,000 |
The internal-records duty in § 10a is separate from the register entry. Every Slovak legal entity must identify its UBO, keep his or her identification data and the documents proving the status on paper or electronically, update them on an ongoing basis, and keep them for five years after the person stops being a UBO. The UBO in turn must tell the company without undue delay whenever the status arises or ends.
FAQ
Is the UBO of a Slovak s.r.o. publicly visible? No. It does not appear on the online register or the extract; it can be obtained by in-person inspection at the court or a certified copy, for a fee.
Our parent company is owned by 12 investors, none above 25%. Who is the UBO? Unless someone controls the group in another way or investors act in concert, the directors of the Slovak s.r.o. are recorded.
Does changing the UBO cost anything? No. A proposal to change or supplement UBO data is exempt from the court fee.
We handle UBO filings, share transfers and director changes for foreign-owned companies as part of our company formation and corporate services in Slovakia.