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DOING BUSINESS IN THE SLOVAK REPUBLIC Squire Sanders

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DOING BUSINESS IN THE SLOVAK REPUBLIC Squire Sanders Powered By Docstoc
					DOING BUSINESS IN
THE SLOVAK REPUBLIC


The information provided is up to date as of
July 1, 2007, and is for informational purposes only.
The information does not purport to be legal advice.




                                                        Squire Sanders s.r.o.
                                                        Zochova 5
                                                        811 03 Bratislava
                                                        Slovak Republic
                                                        +421.2.5930.3411
                                                        www.ssd.com




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                                                        www.ssd.com
Doing Business in
the Slovak Republic
                                    INVESTMENTS IN THE SLOVAK
                                    REPUBLIC


                                    Introduction

                                    This report briefly addresses some of the significant legal issues that may affect
                                    the business activity of companies operating or investing in the Slovak Republic.

                                    Pursuing Business Activity According to the
                                    Commercial Code

                                    The basic law regulating the business activity of Slovak or foreign entities is the
                                    Commercial Code. Foreign entities are entitled to conduct business in the territory
                                    of the Slovak Republic under the same conditions and to the same extent as
                                    Slovak entities if the law does not provide otherwise.1

                                    There are five primary ways for foreign entities to pursue business in Slovakia:

                                         Operating Through a Branch Office

                                         With a branch office, the seat of the foreign entity remains abroad but an office
                                         or organizational unit thereof (branch office) is located in the Slovak Republic.

                                         A foreign entity may conduct business in the Slovak Republic from the day of
                                         its registration or the registration of its organizational unit in the Commercial
                                         Register2 to the extent of its scope of business recorded in the Commercial
                                         Register. As of August 1, 2007 the request for registration in the Commercial
                                         Register can also be filed by electronic means signed with a qualified
                                         electronic signature. The foreign entity will be a party to all legal relations,
                                         because a branch office does not have independent legal personality.


1
  Commercial Code, § 21 (1).
2
  The Commercial Register is a public register containing an entity’s information as required by law (e.g., business companies, natural
entities, entrepreneurs, etc.). As the Commercial Register is public, any person is entitled to request an extract from this register. The
Commercial Register is also available to the public on the Internet.

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                                 The head of the branch office and the statutory body (usually the executive,
                                 managing director or member of the management board) of a foreign entity
                                 are entitled to act on behalf of the branch office, provided the statutory body is
                                 registered in the Commercial Register.3

                                 Operating Through a Subsidiary

                                 A foreign entity may acquire an equity participation in a Slovak legal entity.
                                 A foreign entity may be:

                                     A founder of a Slovak legal entity jointly with other founders;
                                     The sole founder of a Slovak legal entity;
                                     A partner or a member of an already-established company jointly with
                                     other partners or members; or
                                     The sole member of an already-established company (by acquisition of all
                                     ownership interests of the previous member or members of the company).

                                 However, there is a general restriction in the Commercial Code stating that an
                                 individual or a legal entity may be a partner with unlimited liability in just one
                                 company. Particular restrictions are set also for two types of companies: a
                                 limited liability company and a joint stock company. A limited liability company
                                 with a sole member cannot be a sole member or a sole founder of another
                                 company and a natural person can be a sole member of, at most, three
                                 companies. A joint stock company cannot be founded by a single natural
                                 person.

                                 A Slovak legal entity may be established only in accordance with Slovak law.
                                 There are four such types of companies:

                                     a limited liability company (“spoločnosť s ručením obmedzením”),
                                     a joint stock company (“akciová spoločnosť”),
                                     a general commercial partnership (“verejná obchodná spoločnosť”), and
                                     a limited partnership (“komanditná spoločnosť”).

                                 The usual forms for foreign entities are joint stock companies and limited


3
    Commercial Code, § 13 (5).

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                        liability companies. These two forms of companies are so-called “capital
                        companies,” in which the shareholders or members are not liable for the
                        obligations of company, except the liability of member/s of the limited liability
                        company up to the amount of the unpaid part of his/her/their contribution
                        registered with the Commercial Register.

                        The entire process of incorporation of a Slovak legal entity takes from four to
                        six weeks (including registration, licensing, etc.). If the proposal for registration
                        of a legal entity in the Commercial Register fulfills all the requirements
                        according to Act on the Commercial Registry, the competent court will register
                        the legal entity within the period of five working days from the filing of the
                        proposal.

                        Operating as a European Company

                        The Slovak Republic, as a member of the European Union, now allows
                        incorporation as a so-called European company. This entity is governed by
                        Council Regulation No. 2157/2001 of 8 October 2001 and national rules (Act
                        on European company and Commercial Code) and may be established only
                        by merger, formation of a holding company, formation of a subsidiary
                        European company, or transformation. The seat of the company must be
                        located in the same member state of the European Union as its head office.
                        The European company is similar to a joint stock company – the status and
                        legal relations which are not governed by the Act on European Company are
                        governed by the provisions on joint stock company pursuant to the
                        Commercial Code.

                        Transfer of a Seat of a Foreign Legal Entity to the Slovak Republic

                        The transfer of a seat (or primary registered office) is only permissible if so
                        provided in the law of European Communities or international treaties binding
                        upon the Slovak Republic. After the transfer of its seat, a foreign entity actually
                        becomes a Slovak legal entity. At the same time, the internal relations of the
                        company continue to be regulated by the law of its previous registration (e.g.,


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                                          France). The former governing law continues to regulate the liability of the
                                          entity’s partners, members or shareholders vis-à-vis third parties, but only if
                                          not less than the liability prescribed for the same or similar type of company
                                          under the Slovak law. Interested investors should explore whether such a
                                          treaty exists between the Slovak Republic and their home country.

                                          Operating Through Distributors

                                          A foreign producer who seeks only to import products to the Slovak Republic
                                          and who does not seek to conduct some other business activities might find it
                                          advantageous to enter into contracts with a Slovak distributor. A Slovak
                                          distributor and a foreign entity may enter into any type of contract that may be
                                          governed by the law of any country of their choice. In addition, the parties to
                                          a contract may agree that the courts of any country will resolve disputes
                                          arising from the contract, or they may agree that any dispute will be resolved
                                          by an arbitration court in the Slovak Republic or some other country. An
                                          arbitration agreement or provision is often advisable; please see “Arbitration
                                          and Mediation Law” below.

                                    Trading Licenses

                                    Generally, any entity engaging in business activities in the Slovak Republic must first
                                    obtain a trade license from the Trade Licensing Office authorizing it to engage in
                                    each expected business activity. The trade-licensing regime is generally regulated
                                    by the Trade Licensing Act.4 The purpose of requiring trade licenses is to regulate
                                    who may conduct business and in which types of businesses those persons may
                                    engage. A natural person conducting business activities without an appropriate
                                    license may be subject to criminal liability under the provisions of the Penal Code.

                                    Under the Trade Licensing Act, trade licenses are divided into two types: notification
                                    trade licenses and concession trade licenses. The differences between these two
                                    forms are purely technical in nature. They differ with respect to: (i) the Trade


4
  Other Slovak laws create additional licensing procedures for certain exceptional business activities, e.g., the distribution, production and
import or export of gas, electricity and energy, telecommunications activities and banking.

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                        Licensing Office’s obligation to grant the license if the applicant meets all the legal
                        requirements; (ii) the Trade Licensing Office’s right to place conditions on the trade
                        license; and (iii) the time at which the applicant may engage in the business activity.

                        Notification trade licenses are further divided into three sub-categories: crafts;
                        regulated trades; and unregulated trades. The subcategories differ based on the
                        professional qualifications required for the specific trade license. An unregulated
                        trade is one in which the applicant does not need any professional qualifications. A
                        foreign entity who seeks only to import and sell its products in the Slovak Republic
                        needs only a notification trade license for unregulated trade. However, if the foreign
                        entity also wishes to produce products, depending on the product, it may need to
                        obtain a notification trade license for crafts or regulated trades.

                        To obtain a trade license, an applicant must complete an application, attach any
                        appropriate exhibits, and deliver it to the Trade Licensing Office appropriate for the
                        applicant’s seat.

                        As of September 1, 2007, an amendment to the Trade Licensing Act will come into
                        force. According to this amendment, applicants will be able to register for corporate
                        income tax and apply for public health insurance at the Trade Licensing Office, thus
                        simplifying the entire process of starting a business. For foreign persons, these
                        services will be provided at the District Trade Licensing Offices in the regional cities.
                        Further, each trade and concession license will apply to a single business line. Trade
                        licenses will be issued individually for each business activity.

                        An application for a trade license must contain a variety of statements and
                        documents meant to identify:

                                 the applicant and its executives (each executive must meet the general
                                 conditions for trading: must be over 18, legally competent, and have a
                                 clean criminal record);
                                 the character of the intended business (for which the trade license is
                                 sought); and
                                 the responsible person (whose role is discussed below).

                        For craft and regulated notification trade licenses, and for concession trade licenses,


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                        the applicant must designate an individual as its “responsible person” for purposes of
                        the application. The responsible person must fulfill all the special prerequisites for
                        conducting the relevant trade (special education or professional practice). The person
                        must be in an employment relationship with, a partner with, or a spouse of the
                        applicant; and the person must be a resident in the Slovak Republic (if the
                        responsible person is a foreigner, he or she must have a valid residency permit).
                        Other proof of the responsible person’s qualifications may be required.

                        Foreign Direct Investment

                        There are special advantages granted to foreign investors, such as subsidies
                        which should encourage foreign investors to make investments in the Slovak
                        Republic. The Government has issued general rules for the providing of individual
                        state aid to investors. The amount of directly or indirectly granted money
                        (expressed in % of investment costs) depends on the region, type of investment
                        and employment structure.

                        Residency Permit

                        A valid residency permit will be required for a foreign person operating a business
                        in the Slovak Republic.

                        Generally, a foreigner spending longer than the period provided by the relevant
                        bilateral agreements (for the USA, it is 30 days), or more than 90 days in a half
                        year, must obtain a long-term visa or residency permit. Under the Act on
                        Foreigners, residency permits may be granted for various purposes including the
                        purpose of conducting business. The residency permit for business purposes is
                        granted by the Slovak foreign police on the basis of a valid relevant trade license
                        or other authorizations required for business activities.

                        Persons entitled to act on behalf of an entity whose name is to be registered into
                        the Commercial Register who are citizens of a European Union member state or
                        of an OECD state need not provide the Commercial Register with a certificate of
                        residency permit before their registration into the Commercial Register. This


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                                    change simplified and expedited the process of incorporating Slovak business
                                    companies.

                                    Otherwise, the process of obtaining a residency permit is quite lengthy and may
                                    last three months or longer. Residency permits are granted for a maximum period
                                    of two years, but may be extended. The application for a residency permit must be
                                    filed personally by a foreigner with the Slovak embassy in his home state. An
                                    application to extend a residency permit may be filed with a relevant police
                                    precinct in the Slovak Republic.

                                    Real Estate

                                    As of May 1, 2004 (the date of accession of the Slovak Republic to the European
                                    Union), non-residents (a natural person without permanent residence in Slovakia,
                                    a legal person without seat in Slovakia or a branch of non-resident in Slovakia,
                                    except for the branch of foreign bank) may now acquire ownership to real estate
                                    located in Slovakia subject only to some restrictions stipulated by the Foreign
                                    Exchange Act concerning ownership of agricultural land and forests located
                                    outside the border of built-up areas or by other acts, for instance the Mining Act.

                                    Taxation

                                    A company doing business in Slovakia must register for corporate income tax
                                    purposes (i.e. "profit tax") within 30 days from the date of its registration in the
                                    Slovak Commercial Register. The registration form must be filed with the local Tax
                                    Office, or as of September 1, 2007, with the Trade Licensing Office, depending on
                                    the location/registered office address of the company. If the turnover of the
                                    company reaches the registration threshold of SKK 1,500,000 in 12 consecutive
                                    months, the company has to register for VAT.

                                    Slovakia enacted significant changes to its tax code as of January 1, 2004,
                                    flattening tax rates and eliminating most deductions. The rate for personal income
                                    tax, corporate income tax and VAT is 19 percent.5 Capital gains and royalties

5
    Decreased 10 percent VAT rate applies for certain products, e.g., medical and pharmaceutical products and devices.

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                        are taxed as ordinary income. Dividends (at least for income earned after January
                        1, 2004) are not taxed. Gift and inheritance taxes and, from January 1, 2005, real
                        estate transfer taxes, were all eliminated.

                        The new tax legislation also abolished “thin capitalization” rules, enabled loss
                        carry-forwards for five years (without proportional deductions or reinvestment
                        criteria) and restricted the scope of transfer pricing provisions to cross-border
                        transactions only. Further, legal entities are now allowed to choose a fiscal year
                        that is different from the calendar year.

                        A 19 percent non-resident corporate withholding tax is levied for a wide variety of
                        income sources including bond yields, royalties and interest. Lower rates very
                        often apply under double-taxation treaties.

                        Customs Law

                        Slovak customs legislation has changed significantly since the accession of the
                        Slovak Republic to the EU. The New Act No. 199/2004 Coll. Customs Act, which
                        was adopted and became effective on May 1, 2005, is based on regulations of the
                        European Council and European Commission. These regulations, mainly EC
                        2193/1992, are common for the whole internal market of the EU and provide for
                        free movement of goods without obstacles.

                        An importer of goods to the European Union must pay the current customs tariffs
                        to import commercial goods under Regulations of Council of European Union.
                        Residents of countries who, like the Slovak Republic, are parties to the General
                        Agreement on Tariffs and Trade (GATT) will find contractual customs tariffs
                        considerably lower than the general customs tariffs that apply to goods being
                        imported from their home country. The amount of the customs tariff is determined
                        from the so-called “customs value” of the goods being imported, which is defined
                        as the price actually being paid, or the price which is to be paid, for goods sold for
                        export to the European Union, i.e. the total payment value from the purchaser to
                        the seller for the goods being imported.



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                        A customs declaration is usually filed in writing on forms specified by the Slovak
                        Republic’s Ministry of Finance under the Customs Act. The customs declaration is
                        filed with an inland Customs Authority to which goods for control are submitted.
                        This application must be filled out in the state language and must specify the
                        customs regime in which goods should be released and which other customs
                        approvals are needed.

                        If conditions for the release of goods to the relevant regime are fulfilled, and if the
                        goods are not subject to prohibitions or restrictions, the Customs Authority will
                        release the goods immediately upon the verification of the data in the customs
                        declaration. A decision regarding the release of goods to a specified regime is
                        usually prepared in writing, and usually states the amount of the customs duty.
                        The customs duty must be paid within 10 days of this notification. It is possible to
                        request a postponement of the duty or its payment in installments. The payment of
                        a customs duty may be made in various ways, such as by deposit of funds to a
                        bank account, in cash or by the set-off of an overpayment on other payments.

                        Licensing Policy

                        For the import of certain goods to the Slovak Republic, the importer must request,
                        prior to import, that the Ministry of Economy issue a license. Depending upon the
                        nature and classification of the goods, the license may be automatically granted,
                        or they may belong in the non-automatic category. An automatically granted
                        license serves as the registration of import and export and is basically granted to
                        each applicant. By contrast, there is no legal right to a non-automatic license.
                        Non-automatic licenses are granted only for a certain type and certain amount of
                        goods and for a specified time period. These licenses are granted only in
                        accordance with the business and political interests of the Slovak Republic, and
                        are intended to regulate the annual amounts of such imports and exports.

                        Before importing any commercial or manufacturing goods or substances, a foreign
                        entity should review the Licensing Act and the related decrees to ensure
                        compliance with Slovak law.



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                        Certification (Conformity Assessment)

                        The Act on Conformity Assessment differentiates between so-called “specified
                        goods” and other products. Specified goods are defined as goods that represent
                        an increased risk of a danger to health, safety or property of persons or to the
                        environment, among other definitions. Strict measures apply to the introduction of
                        specified goods to the Slovak market.

                        Specified goods may not be launched on the Slovak market until the conformity of
                        their features with technical regulations is proven. In the case of products already
                        launched on the European Union market and for which compliance with the
                        European Union technical regulations has already been established, the
                        conformity evaluation is necessary only in case Slovak legislation sets forth
                        stricter technical requirements. Conformity with technical regulations is determined
                        by a special evaluation procedure. For certain products, the producer or importer
                        itself may make the conformity evaluation. For other products, an authorized
                        person, i.e. an entity authorized by the Slovak Office for Normalization, Metrology,
                        and Testing, must make the evaluation. The precise procedure for the conformity
                        evaluation for a group of specified goods is contained in a corresponding Slovak
                        government order. Where required by a technical regulation, products on which a
                        conformity evaluation has been made must be so marked.

                        Therefore, a foreign importer must review whether its products are considered to
                        be specified goods. We recommend requesting that the Office for Normalization,
                        Metrology, and Testing or the relevant authorized person (testing entity) provide a
                        statement on the matter. If the imported goods are specified goods, all obligations
                        imposed by the Act on Conformity Assessment, or by the relevant order of the
                        Slovak government, must be fulfilled prior to introducing the specified goods to the
                        Slovak market. Under the Customs Act, if the Customs Authority determines that
                        the products to be imported from states other than European Union member
                        states have not had a conformity assessment and do not have a conformity mark
                        pursuant to the Act on Conformity Assessment, it may not release the specified
                        goods into the free circulation regime.


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                        Arbitration and Mediation Law

                        Generally, legal persons may agree in writing to settle their disputes by arbitration
                        or in the Slovak or foreign courts. In recent years, various significant measures
                        have been adopted leading to an improvement of activities of Slovak courts.
                        Despite this, legal disputes in the Slovak Republic are often lengthy.

                        Under the Act on Arbitration, all property disputes, domestic and international,
                        may be resolved through arbitration proceedings, except for disputes:

                                regarding the occurrence, change or extinction of legal title, or other rights
                                in rem related to real property;
                                regarding personal status;
                                related to the enforcement of judgements; and
                                occurring in the course of bankruptcy and settlement proceedings.

                        To settle a dispute in an arbitration proceeding, the parties must conclude an
                        arbitration agreement in which they agree that all or any disputes that have arisen
                        or shall arise between them in a specified contractual or other legal relationship
                        will be settled in the arbitration proceeding. The arbitration agreement may take
                        the form of a special agreement or be an arbitration clause within the contractual
                        agreement. It must be in writing to be valid.

                        The Slovak Republic will also recognize the authority of foreign arbitration awards,
                        i.e. arbitration awards issued in another country. A proposal for the recognition
                        and exercise of a foreign arbitration decision must be filed in the competent
                        Slovak court.

                        Another measure, which should improve the effectiveness of Slovak
                        jurisprudence, is mediation. Mediation, according to the Act on Mediation, is an
                        alternative dispute resolution mechanism for contractual, family, civil and labor law
                        matters. The parties to mediation choose a mediator from the registry of mediators
                        and sign an agreement on mediation. The rest of the process is left up to the
                        discretion of the parties and the mediator. The only task of a mediator is to help
                        the participants reach a settlement. The advantage of mediation is that it is less


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                        formal than arbitration or a judicial proceeding, generally faster, less costly and
                        more efficient than court proceedings, and available for a wider range of disputes.

                        Labor Law and Social Insurance

                        Relationships with distributors, sales representatives or employees must be
                        governed by contracts identified by the Commercial or Civil Code, or must be
                        based upon the concepts set forth in the Labor Code. In the Slovak Republic, if a
                        person conducts for an entity or another person dependent work according to
                        instructions and for a wage or other remuneration, the relation between the
                        subjects will be deemed a “labor relationship” and the Labor Code will apply.

                        The Slovak Parliament adopted amendments to the Labor code that will take
                        effect on September 1, 2007. While the changes generally benefit employees, the
                        changes are not likely to change the fundamental nature of doing business in the
                        Slovak Republic.

                        In the Slovak Republic, two basic types of contracts may be concluded with
                        employees:

                        1. a standard employment contract; or
                        2. an agreement for work performed outside of the standard employment
                           relationship, which may be:
                                an agreement on performance of work, if the anticipated extent of work
                                (work tasks) for which the agreement is concluded is less than 300 hours
                                (350 as of September 1, 2007) in a calendar year;
                                an agreement on a temporary job for students (but only if the employee is
                                a student and if the student will work less than 20 hours a week); or
                                an agreement on working activity for a maximum of 10 hours a week
                                (effective as of September 1, 2007).

                        Organizations are required to perform their tasks primarily by means of employees
                        in employment relationships established by employment contracts. Only under
                        exceptional circumstances may an organization conclude agreements for work
                        performed outside of the standard employment relationship. These contracts may
                        concern only work that is limited in scope or results and in which the performance
                        of the work by an employee in an employment relationship would prove ineffective

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                        or inefficient for the employer.

                        In certain situations, an employer may choose to regulate its relationship with its
                        staff by a law other than the Labor Code. For these cases the Slovak law has
                        special types of contracts: a mandate contract under the Civil Code (“príkazná
                        zmluva”); or an agency agreement or a business representation agreement under
                        the Commercial Code (“mandátna zmluva” or “zmluva o obchodnom zastúpení”).

                        An employer may use these types of contracts only if the activity performed by the
                        other party to the contract is not a “dependent-activity” performed in the time and
                        place determined by the employer. For these types of contracts, the protective
                        provisions of the Labor Code do not apply. The new amendments to the Labor
                        Code further define “dependent activity,” extending protection to some workers
                        who had formerly been classified as independent contractors. When it is evident
                        from the subject matter of the relationship that the employee will perform in the
                        time, place and manner determined by the employer, then the contract may be
                        deemed a deliberate circumvention of the Labor Code and may be penalized.

                        The employment relationship is strongly protected by Slovak law, and the
                        termination of an employment contract with an undesired employee is not always
                        easy for the employer. An employment relationship that has been concluded for an
                        unlimited period may be terminated only by: (i) agreement; (ii) notice; (iii) immediate
                        cancellation for serious breach; or (iv) cancellation during the trial period (generally
                        three months). As of September 1, 2007, the rules for prematurely terminating a
                        fixed-term contract are the same as for terminating an unlimited-term contract. An
                        employer may serve notice upon its employee only for the reasons explicitly stated
                        in the Labor Code. During any period of employees’ work incapacity due to a
                        disease, accident, pregnancy or motherhood, the employment relationships are
                        protected by law to a greater degree. During such time, it is difficult or impossible
                        for an employer to terminate the employment relationship. Under the Labor Code,
                        another way to terminate employees is through organizational changes. That is,
                        the employer can make a decision to shut down a unit or close out a category of
                        positions. In the latter, the employer mustn’t recreate the eliminated position and


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                        employ another employee to the same position within three months.

                        The Labor Code also provides for the transfer of employees to a new employer in
                        the event of the transfer of an enterprise or part of an enterprise (production line,
                        division, etc.) to an acquiring company, provided certain statutory provisions are
                        met including timely notification of the affected employees.

                        The relationships based on agreements for work performed outside of the
                        standard employment relationship are not subject to special protection, so it is
                        easier to terminate such relationships, for instance the employer may terminate
                        the agreement on a temporary job for students by notice without reason with a 15
                        days’ notice period. It is also easier for an employer to terminate the contracts
                        under the Civil or Commercial Code.

                        The employer is obliged to register an employee for sickness insurance, pension
                        insurance, unemployment insurance and accident insurance before the start of the
                        employee's work. For health and medicare insurance purposes the registration
                        must be made within eight days after the employee started or should have started
                        working for the employer.

                        Apostille

                        As of Slovakia’s accession to the Hague Convention of 5 October 1961 in 2002,
                        no superlegalization (i.e. diplomatic- or consular-certification) is necessary for
                        public documents originating from the countries party to the Convention. The only
                        formality which can be required is an apostille in the form prescribed by the
                        Convention, issued by the respective authority of the country from which the
                        document originates, which certifies authenticity of a signature or a seal. An
                        apostille is generally not required if Slovakia has concluded a bilateral
                        international treaty on legal assistance with the relevant country.




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                        Applicable Laws

                        The following Slovak laws are referred to above:

                        1. Act No. 513/1991 Coll., Commercial Code, as amended (the “Commercial
                           Code”);
                        2. Act No. 530/2003 Coll., on Commercial Register, as amended (the “Act on
                           Commercial Register”);
                        3. Act No. 455/1991 Coll., on Trading Licenses, as amended (the “Trading
                           Licenses Act”);
                        4. Act No. 199/2004 Coll., Customs Act, as amended (the “Customs Act”);
                        5. Decree of the Ministry of Finance No. 15/1998 Coll., which provides conditions
                           for granting official authorization for the import or export of goods, as
                           amended (the “Decree on Licenses”);
                        6. Act No. 264/1999 Coll., on technical prerequisites for products and on
                           conformity assessment, as amended (the “Act on Conformity Assessment”);
                        7. Act No. 40/1964 Coll., Civil Code, as amended (the “Civil Code”);
                        8. Act No. 244/2002 Coll., on Arbitration (the “Act on Arbitration”); and
                        9. Act No. 420/2004 Coll. on Mediation (the “Act on Mediation”);
                        10. Act No. 311/2001 Coll., the Labor Code, as amended (the “Labor Code”);
                        11. Act No. 562/2004 Coll., on European Company ( the “Act on European
                            Company”);
                        12. Act No. 222/2004 Coll., on Value Added Tax, as amended (the “VAT Act”);
                        13. Act No. 595/2003 Coll. Income Tax Act, as amended (the “Income Tax Act”);
                        14. Act No. 202/1995 Coll., on Foreign Exchange and on Amendment and
                            Supplementation of the Act of Slovak National Council No. 372/1990 Coll. on
                            Infringements, as amended (the “Foreign Exchange Act”) and
                        15. Act No. 300/2005 Coll., the Penal Code, as amended (the “Penal Code”).




SQUIRE SANDERS S.R.O.                               16                                        WWW.SSD.COM

				
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