Setting up a Slovak s.r.o.: a guide for Polish entrepreneurs

Legal status as of November 1, 2026

A Slovak limited liability company (s.r.o.) can be a suitable way for a Polish person to conduct business on the Slovak market. A foreign founder may, under legal conditions, establish a company without a Slovak partner. Before making a decision, however, it is necessary to know where the company will actually operate, who will manage it, and what obligations it will have in both countries. [1]

Start with a business plan and partner relationships

Registration alone does not resolve who will conclude contracts, finance operations, or decide on disputes between partners. If two partners will run the business, agree in advance on voting rules, how the managing directors represent the company, access to accounting records and the procedure if one partner leaves. Equal shares without an agreement to resolve the disagreement may lead to a deadlock in decision-making.

Also decide whether the new company will actually provide services or sell goods, whether it will be an employer, and what relationship it will have to the existing Polish company. These answers determine the necessary documents and experts. Establishing a company according to a universal template is only practical when the chosen content corresponds to the intended functioning of the company.

Share capital and scope of liability

The registered capital of a Slovak limited liability company must be at least 5,000 euros and the contribution of one partner must be at least 750 euros. If a company is established by a single founder, the entire share capital must be paid up before registration. Registered capital is not an administrative fee; it represents part of the company's asset base. The accuracy of the declaration that a capital contribution has been paid is therefore more than a formality. [1]

The company is liable for its obligations with all its assets. A partner is liable to the extent of his unpaid contribution recorded in the register. The executive has his own duties and responsibilities for their violation. Paying a capital contribution in full does not mean that a person acting for the company can never be personally liable for damage or other breaches of duty. [1]

Choose the establishment procedure according to actual needs

You need to prepare a founding document, business name, business objects, registered office and persons performing functions. A company is established by registration in the commercial register. For regulated activities, it is not enough to select a general business purpose; specific authorization and conditions are reviewed according to the given activity. Also, distinguish name selection from brand and domain protection. [1]

There is also a simplified establishment via an electronic form. It is subject to conditions including a limited number of shareholders, only selected unregulated trades and cash contributions to capital. For foreign persons, the requirements for identification, the manager and the founders' method of action must also be checked. The designation simplified does not mean that this path is suitable for every business project. [2]

Headquarters and daily communication must be functional

The registered office address must be secured both legally and practically. Arrange for the collection of documents, delivery of mail, and availability of accounting documents. When renting an address, check in advance which services the provider will actually provide. A low monthly fee will not help if the company does not know about the official shipment or inspection in time.

A foreign managing director must arrange access to the company’s official electronic mailbox on the state portal, or authorise a trusted person to access it. It is not enough for an accountant to know how to log in to their tax portal. These are different communication environments and scopes of permissions. Determine specific responsibilities and replacement procedures during vacation or illness. Official guidance describes access options for foreign statutory representatives. [3]

The Slovak address itself does not decide on all taxes

Slovak rules for a legal entity work with both the registered office and the place of effective management. This is the place where fundamental management and business decisions are made or taken for the legal entity as a whole. If a Polish owner manages a company from Poland and substantial activity takes place there, Polish obligations and the application of a double taxation treaty need to be checked. The result cannot be derived from the Slovak registry extract alone. [4]

A tax assessment should capture expected income, expenses, location of operations, employees, and profit distribution plan prior to establishment. In the case of related enterprises, mutual transactions are also assessed separately. The statement that a Slovak sro is always cheaper than a Polish company has no sufficient basis without this data. Savings on one tax may not reflect the total cost of operation.

Plan VAT by transactions

Registration as an sro does not automatically mean VAT payer status. With the domestic regime, the legal conditions of registration and turnover for the calendar year must be followed. However, cross-border supplies and receipts of services may also trigger registration or reporting obligations under specific provisions. Therefore, assess the specific flow of goods and services between Slovakia, Poland and other countries. [5]

Model example: a Polish entrepreneur establishes a Slovak company that buys services from a Polish company and invoices Slovak customers. Before the first invoice, the accountant should know the type of service, the status of the customer, and the place of performance. Without this data, it is not possible to safely decide whether the invoice should include tax, reverse charge, or another regime.

Frequently Asked Questions

Do I need a Slovak shareholder?
A foreign person may also establish a company alone if the statutory requirements, including restrictions on single-member companies, are met. A Slovak partner is not a general requirement. [1]

Is simplified incorporation suitable for every activity?
No. It has legal conditions and is intended only for selected business activities and a specified company structure. [2]

Will a Slovak seat automatically transfer all taxes to Slovakia?
No. The actual management, activities and applicable national and international rules also determine. [4]

Before establishing an LLC, have the founding documents and cross-border tax model assessed together. Prepare a description of the activity, planned contracts, and information from where the company will actually be managed.

Legal sources

[1] Act No. 513/1991 Zb. Commercial Code — § 24, § 62, § 105a to § 111, § 135a; effective from 17. 8. 2026
https://static.slov-lex.sk/static/SK/ZZ/1991/513/20260817.html

[2] Ministry of Justice of the Slovak Republic on simplified establishment of a limited liability company — Conditions for simplified establishment and electronic form
https://www.justice.gov.sk/sluzby/obchodny-register/zjednodusene-zalozenie-s-r-o/

[3] Slovensko.sk and access to the mailbox of a foreign statutory body — Electronic mailbox of a legal entity and access options
https://nove.slovensko.sk/suvisiace-temy/elektronicke-schranky/pravnicka-osoba/zahranicny-statutar

[4] Act No. 595/2003 Z. z. on Income Tax — § 2 letter d) point 2 and letter e) point 3; registered office and place of effective management; version effective from 1. 1. to 30. 12. 2026
https://static.slov-lex.sk/static/SK/ZZ/2003/595/20260101.print.html

[5] Financial Administration of the Slovak Republic on VAT registration obligations — Registration under Act No. 222/2004 Z. z.; distinction between domestic and cross-border situations
https://www.financnasprava.sk/sk/podnikatelia/dane/dan-z-pridanej-hodnoty/registracna-povinnost-pre-dph