Under the Slovak AML Act, the UBO is the natural person who ultimately owns or controls a legal entity. A UBO is typically identified based on several criteria, including any natural person who in particular:

• Has a direct or indirect share of at least 25% of the voting rights or registered capital.
• Is entitled to an economic benefit of at least 25% from the entity’s business activities.
• Has the right to appoint, remove, or otherwise control the majority of members of the statutory or supervisory body.
• Controls the legal entity by other means.

If, after exhausting all reasonable efforts, no UBO can be identified based on the criteria above, the law establishes a substitute mechanism. In such cases, the members of the entity’s senior management (e.g., executive directors, members of the board) are registered as its UBOs. It is important to note that the legal definition is subject to legislative changes, with amendments planned to expand the criteria.

Which Entities Must Register Their UBO?

The obligation to identify and register an UBO applies to nearly all legal entities registered in the Slovak Commercial Register, including limited liability companies (s.r.o.), joint-stock companies (a.s.), and cooperatives. The law provides for exemptions for certain entities, such as:

• Public administration bodies.
• Issuers of securities admitted to trading on a regulated market subject to EU-equivalent disclosure requirements.
• Entities that are already registered in the Register of Public Sector Partners (RPSP), as they are subject to separate and stricter UBO disclosure rules.

The UBO Identification and Registration Process in Slovakia

The UBO data is not filed with a standalone register but is submitted to the competent Registry Court as part of the entity’s file in the Commercial Register. For new companies, this information must be provided along with the application for their initial registration. For existing companies, the deadline to comply was December 31, 2019. Any changes to the UBO data must be reported to the Commercial Register without undue delay. The submission is made via a specific electronic form, and it is the responsibility of the statutory body to ensure the accuracy of the information.

Public Access to the Slovak UBO Register

A key feature of the Slovak system is its dual-register approach and limited public access. The UBO information held within the general Commercial Register is not public. Access to this data is restricted to competent state authorities, such as courts, law enforcement, and the Financial Intelligence Unit. However, a high degree of transparency is required for entities doing business with the state. The Register of Public Sector Partners (RPSP) is a separate, fully public online register. Any entity receiving funds or assets from the state, municipality, or other public bodies above a certain threshold must be registered in the RPSP, and their UBO information is publicly accessible. This register has a higher verification standard.

Consequences of Non-Compliance in Slovakia

Failure to comply with UBO registration duties carries sanctions that can directly impact an entity’s operations and finances. The primary consequences include:

• Fines: The competent Registry Court can impose a fine of up to €3,310 on a legal entity or its statutory representatives for failing to register its UBO or for providing incorrect information.
• Exclusion from Public Procurement and Business: For entities required to be in the Register of Public Sector Partners (RPSP), failure to register or maintain accurate UBO data results in an automatic exclusion from public contracts. The state is legally prohibited from concluding a contract with an unregistered entity, and any such contract is deemed void.
• Business Relationship Restrictions: Obligated institutions, such as banks, are required to conduct due diligence on their clients. If a company fails to provide satisfactory UBO information, the bank may refuse to open an account, terminate an existing business relationship, or block transactions.

Ensure Your Compliance and Avoid Penalties in Slovakia

Correctly identifying your UBO and ensuring their proper registration is a critical legal requirement. Our team of experts provides a comprehensive service that covers both the UBO identification based on your specific corporate structure and the complete handling of the registration process. By entrusting this task to us, you can be confident in your compliance and avoid the severe penalties associated with any errors.