Commercial register extract

What it means

A commercial register extract records what the register holds on a registered person: business name, seat, company number, activities, shareholders, the statutory body and how it acts for the company.

An ordinary extract printed from the register website is for information only; the official extract is issued by the registry court and is a public document. A full extract adds deleted entries, meaning the history of changes, while the documents themselves sit in the collection of deeds.

Behind the extract stands the principle of publicity: the Commercial Code protects anyone who relies in good faith on the published data. The company cannot argue against them that reality differs from the entry, that a director has already been dismissed, for instance, if it did not have the change registered and published.

How it works in practice

A bank asks for it when opening an account, a notary on a share transfer, a counterparty before a sizeable deal. Slovak authorities may not demand it from a business: under the anti-bureaucracy act they pull the commercial register data themselves.

A change reaches the extract only on registration, not when the shareholders sign their decision. For use abroad an official extract goes out with an apostille and a certified translation, which has to be planned well before signing day.

When vetting a new customer we look not only at the current position but at the full extract: how often directors and shareholders changed, when the registered office last moved, and whether it is a virtual office. Several changes in a short time are a reason to ask for an advance or security before delivering.

What to watch out for

The costliest thing to skim over is the manner of acting. If the extract says the directors act jointly and only one of them signs, the company is not bound: nothing saves the deal but later ratification by those who should have acted, and failing that the counterparty has to chase the person who put their name to it.

A partner’s details are copied from an old extract for years and after a change of name or registered office they are wrong on the documents. Incorrect details on an invoice have to be fixed with further documents, they complicate VAT deduction at an inspection, and a contract with a wrongly identified party leads to needless disputes about who is actually bound.