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RPVS registration for a joint stock company

RPVS registration for a joint stock company in practice

In a Slovak joint stock company (akciová spoločnosť) the owner cannot always be read from the Commercial Register. Shares may be registered or bearer, held in book-entry form at the Central Securities Depository or as paper certificates, and there may be dozens of shareholders. For RPVS you have to find every individual who directly or indirectly holds at least 25% or controls the company in another way.

We work from the depository statement, the share register, the articles and any shareholder agreements, because an agreement to vote together can change the answer. The board is entered as senior management only once it is shown that nobody else meets the criteria. After registration we follow share transfers so that a new shareholder above 25% reaches the register in time.

What we help with

  • We review shareholders through the depository statement or share register.
  • We assess how shareholder agreements affect voting rights.
  • We trace holding and foreign layers up to individuals.
  • We document the reasons whenever senior management is entered.
  • We follow share transfers after registration.

Worth knowing

Registered and bearer shares

For book-entry registered shares, a statement from the Central Securities Depository is enough. Paper bearer shares need active cooperation from both the company and its shareholders.

The board only as an exception

Board members can be entered as beneficial owners only if nobody holds 25% or more, has the right to appoint bodies, votes jointly above 25% or is entitled to 25% of the benefit.

A new shareholder

If a share transfer creates a new beneficial owner or ends an existing one, the board should inform the authorised person within 60 days.

Common questions

  • Yes, if bound by a shareholder agreement under which the jointly exercised voting rights exceed 25%. That is why we always ask to see shareholder agreements.

  • The beneficial owner must be traced through its ownership structure. We need apostilled and certified translations of extracts from the foreign company register and, where one exists, the local beneficial ownership register.

  • A Commercial Register extract, the articles, the list of shareholders or depository statement, minutes of general meetings, shareholder agreements and ID documents of board members and beneficial owners.

Related articles

Articles are in Slovak.

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This page is for general information, reflects Slovak law at the time of writing and is not a substitute for advice on your particular matter.