Annex 1.

SLOVAKIA

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SLOVAKIA
1. 2. 3. 3.1. 3.2. 3.2.1. 3.3. 3.3.1. 3.3.1.1. 3.3.1.2. 3.4. 3.4.1. 3.4.2. 3.4.3. 3.5. 4. 4.1. 4.2. 4.3. 4.4. 4.5. 5. Local name of legal entities Size criteria Joint-Stock Company (akciov spolonos , akc.spol. or a.s.) General overview Accounting records Substance over form Accounting principles Valuation principles Valuation as of the date of the accounting transaction Valuation as of the balance sheet date 4 4 4 4 5 6 7 7 8 8 8 9 10 10 11 12 12 13 13 13 13 13
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Annual accounts and Financial statements Ordinary, extraordinary and interim Financial statements Balance sheet an Income Statement Notes to the Financial statements Auditing/disclosure/publication Limited Liability Company ( spolonos s ruenm obmedzenm , s.r.o. or spol. s r.o.) General overview Accounting records Accounting principles Annual accounts and Financial sta tements Auditing/disclosure/publication Limited partnership ( komanditn spolonos , kom.spol. or k.s.)

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5.1. 5.2. 5.3. 5.4. 5.5. 6. 6.1. 6.2. 6.3. 6.4. 6.5. 7. 7.1. 7.2. 7.3. 7.4. 7.5. 8. 8.1. 8.2. 8.3. 8.4. 8.5. 9.

General overview Accounting records Accounting principles Annual accounts and Financial statements Auditing/disclosure/pu blication General partnership ( verejn obchodn spolonos , ver. obch. spol. or v.o.s.) General overview Accounting records Accounting principles Annual accounts and Financial statements Auditing/disclosure/publication Cooperative (drustvo) General overview Accounting records Accounting principles Annual accounts and Financial statements Auditing/disclosure/publication Sole proprietorship ( Fyzick osoba podnikate ) General overview Accounting records Accounting principles Annual accounts and Financial statements Auditing/disclosure/publication Reference

13 14 14 14 14 14 14 14 14 14 14 15 15 15 15 15 15 15 15 15 15 15 16 16

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SLOVAKIA 1. Local name of legal entities Small and medium -sized enterprises (SMEs) can generally operate through one of the following legal forms: Joint-Stock Company ( akciov spolonos , akc.spol. or a.s. ) - Type A; Limited Liability Company ( spolonos s ruenm obmedzenm , s.r.o. or spol. s r.o.) - Type A ; Limited Partnership (komanditn spolonos kom.spol. or k.s .) - Type B; General Partnership ( verejn obchodn spolonos , ver. obch. spol. or v.o.s) - Type B; Co-operative (drustvo) - Type B; Sole proprietorship ( Fyzick osoba podnikate ) - Type C . 2. Size criteria SMEs are not defined for accounting or financial reporting pu rposes. 3. Joint-Stock Company (akciov spolonos , akc.spol. or a.s.)

3.1. General overview Joint-Stock Company ( akciov spolonos , akc.spol. or a.s.) is an entity with registered capital of a set number of shares of a certain nominal value. Whilst shar es may be partly paid at issue there are strict time limits within which the whole capital must be fully paid. The company exists independently of its shareholders, who are not liable for the debts and obligations of the company. The company is liable wi th its total assets for any breach of its obligations. The company may be established by a sole founder (provided that the founder is a legal entity), or by two or more shareholders. If the company is established by two or more shareholders, a foundation agreement must be executed. If the company is established by a sole shareholder, a foundation deed must be executed rather than a foundation agreement. Both the foundation agreement and the foundation deed must be made in the form of a notarial deed on a legal act. A joint-stock company may be formed by a private agreement to subscribe for all shares or by a public call for subscription of shares. The company's registered capital in each case must be at least 25,000. Prior to the incorporation of a joint -stock company, the entire registered capital must be subscribed and at least 30% of the monetary contributions fully paid. The nominal value of shares subscribed must be fully paid within the time period stip ulated by the company's by -laws (articles of association), or within a maximum of one year from the company's registration in the Commercial Register. Joint-stock companies must create a reserve fund at the time of incorporation with a minimum amount of 10 % of the registered capital. This reserve fund has to be replenished each year with an amount specified in the articles of association, but subject to a minimum of 10% of the net reported profits, until such time as it reaches the amount specified in the a rticles of association (which must be at least 20% of the company's registered capital). The reserve fund may only be used to cover the company's losses and is not readily distributable to shareholders. The supreme body of a joint -stock company is the Gene ral Meeting of its shareholders. Each shareholder is entitled to attend general meetings, vote, ask for information and explanations concerning the dealings of the company and to make proposals. The powers of the general meeting include amendments to the a rticles of association, increase or reduction of the registered capital, appointment and removal of members of the Board of Directors and the Supervisory Board,
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approval of financial statements and profit distribution, decisions concerning the winding -up of the company and the changing of its corporate form. The Board of Directors is the statutory body of the company that manages the company's operations and acts on its behalf. The Board of Directors decides on all matters of the company, except for those r eserved to the authority of the General Meeting or Supervisory Board by law or the articles of association and is responsible for ensuring proper accounting and reporting procedures. Members of the Board of Directors who breach their duties have joint and several liability to compensate damage caused to the company. Joint-stock companies must also have a Supervisory Board with at least three members, to supervise the exercise of powers by the Board of Directors and the conduct of business by the company. 3.2. Accounting records According to the Slovak Commercial Code, accounting entities registered with the Commercial Code must maintain their accounts under the system of double-entry bookkeeping. According to the provisions of Article 7 of the Act on Accounting an accounting entity that is a legal entity shall maintain its bookkeeping from the date of its incorporation to the date of its dissolution, except in the case of merger, amalgamation into a separate entity and demerger. An accounting entity is required to maintain its bookkeeping as a system of accounting records. An accounting record is defined as record carrying information concerning the subject or the method of accounting. Accounting records primarily include accounting documents, accounting entries , accounting books, the schedule of depreciation and amortization, protocols of physical count and confirmation procedures, the chart of accounts, financial statements and the annual report. An accounting entity is required to maintain its bookkeeping and prepare financial statements in monetary units of Euro currency. If receivables, liabilities, ownership interests in share capital, securities, derivatives, stamps and vouchers, cash are denominated in foreign currency, the accounting entity is required t o account for them both in Euro and the foreign currency. This obligation also applies to value adjustments, provisions and technical provisions if the assets and liabilities to which they relate to are denominated in a foreign currency (Article 4 (7) of t he Act on Accounting). An accounting entity is required to maintain its bookkeeping and prepare financial statements in the state language, i.e. in Slovak. According to Article 11 of the Act on Accounting, an accounting entry must be made in the accounti ng books. Accounting entity is required to make accounting entries continuously during accounting period. Accounting books under the system of double-entry bookkeeping include: a journal, where accounting entries shall be arranged in chronological order; a nd a general ledger, where accounting entries shall be arranged systematically according to their content. The general ledger shall consist of main accounts and sub -accounts according to the accounting entity's chart of accounts and contain primarily the following information: the balance of accounts as of the date of opening the general ledger; total debit and credit entries in the individual accounts for a calendar month at a minimum; the balance of accounts as of the balance sheet date.

An accounting e ntry made in a main account shall be broken down in detail in sub -accounts. An accounting entity may not use any accounts other than those listed in the accounting entity's chart of accounts or establish any accounts outside the accounting books.

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In addition to the journal and general ledger, sub -ledgers shall be created according to the nature of assets and liabilities and apart from their value shall also contain other data necessary for the accounting entity, for example fixed assets register, register of creditors, register of debtors, register of inventory, etc. (Article 7 of the Accounting procedures). Companies may use any type of processing method, as long as they provide all the information needed to prepare statutory financial statements. If the c ompany maintains accounting records in electronic form, it is required to convert the accounting records into a legible form. The date of accounting transaction is the date on which an accounting entity accounts for assets, liabilities, expenses, income, e tc. The date of an accounting transaction is not directly defined in the Act on Accounting, but instead in the Accounting procedures: the date of an accounting transaction in general (except for real estate); the date of an accounting transaction shall be defined as the date of: o performance of a supply (the date of performance of a supply is usually the date of transfer of an asset subject to purchase; this provision is very important, because ownership title and the risk of damage to an asset usually passe s to the buyer on that date. However, as the risk of damage to an asset usually, but not always, passes to the buyer on the date of performance of the supply, it would be more accurate to define the date of the accounting transaction as the date of passage of the risk of damage to an asset, rather than the date of performance of a supply); payment of a liability; collection of a receivable; offsetting a receivable; assignment of a receivable; assumption of debt; making and receiving an advance payment; payment of a loan or borrowing by providing a new loan or borrowing; determination of a shortage of assets and liabilities; determination of a deficit; determination of a surplus of assets; determination of damage to assets, contribution to a company or coop erative; movement of assets within the accounting entity; or determination of other facts arising from special legislation or from the accounting entity's internal circumstances, which are the subject of the accounting and occurred in the accounting entity , and the accounting entity possesses the necessary documents supporting these facts;

o o o o o o o o o o o o o o

the date of an accounting transaction in respect of real estate ; in respect of real estate acquired on the basis of a contract, ownership title is obtained based on regis tration in the Real Estate Register. When the acquirer uses the real estate before acquiring the ownership title, then the date of the accounting transaction shall be defined as the date of transfer of the real estate for both the acquirer and the seller . If registration in the Real Estate Register is not permitted, then the accounting entries shall be reversed. 3.2.1. Substance over form In Slovakia, presentation of a transaction in accordance with its form generally takes precedence over presentation in accordance with its substance ( form over substance ). However, there are some exceptions where the substance of a transaction takes precedence over its form (substance over form):
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Annex 1. P - Slovakia financial leasing; reservation of title (Article 445 of the Commercial Code), accordi ng to which the buyer presents non-current assets or inventory on its balance sheet as its assets, though it does not have ownership title to these assets, because the seller reserved this title for itself, e.g., until the purchase price has been fully pa id by the buyer. The decisive moment (the date of the accounting transaction) is the date of performance of a supply , rather than the date of transfer of ownership; transfer of ownership title as collateral : property, plant and equipment, where ownership t itle has been transferred to a creditor based on a contract as collateral and which the accounting entity uses free of charge based on a contract for the lending of assets for the duration of the provision of the assets as collateral, shall be presented a s assets on the balance sheet of the accounting entity using these assets; real estate used by an acquirer before acquiring ownership title (please refer to above). 3.3. Accounting principles According to the Act on Accounting accounts must be maintained and f inancial statements must be prepared in accordance with certain principles: true and fair view, going concern, materiality, comprehensibility, comparability, reliability, compliance, completeness, supportability, accrual basis. Slovak accounting principle s are as follows: assumption of the going co ncern basis; use of accruals and matching concepts ; generally, prudent valuation of each asset item takes place on a cost basis : o o o o fixed assets are valued at acquisition cost, net of depreciation ; raw materials and merchandise, finished products and work in progress are valued at the lower of cost or net realizable value ; cost of inventories may be established either on a specific identification, weighted average or FIFO basis ; certain financial investments can be v alued based on the equity method ;

value adjustments should be made for impaired fixed assets, financial investments, obsolete and slow -moving inventory and doubtful receivables valuation of creditors and debtors at their nominal amount; if denominated in f oreign currency they need to be recalculated into Euro in accordance with the exchange rate published by the European Central Bank (ECB) as of the date of accounting transaction and as at the balance sheet date. Non -current receivables should be discounted to net present value; provisions should be made for certain or probable future liabilities (being in principle an obligation resulting from past events), when the amount can be reliably estimated consistency between accounting periods. Full disclosure and retrospective correction of significant changes in accounting policies and significant errors directly through equity (insignificant items can be recognised in the current year income statement) a change in an accounting estimate shall not be presented re trospectively, but it has an impact on profit/loss of the current accounting period (Article 59 (15) of the Accounting procedures). 3.3.1. Valuation principles The valuation of assets and liabilities shall be performed (Article 24 (1) of the Act on Accounting): as at the date of the accounting transaction;
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Annex 1. P - Slovakia as at the balance sheet date; as at another date if this is required by special legislation (reference to Act No. 482/2001 Coll. on Banks, Act No. 566/2001 Coll. on Securities, and Act No. 594/2003 Coll. on Col lective Investments); this date will not be further analyzed. 3.3.1.1. Valuation as of the date of the accounting transaction As of the date of the accounting transaction, assets and liabilities are valued according to one of the following methods: at their acquis ition cost; at their conversion cost; at their nominal value; at their replacement cost; at their fair value. These methods must be used for the valuation of assets and liabilities, which means that it is obligatory to value assets and liabilities using on e of these methods. 3.3.1.2. Valuation as of the balance sheet date As of the balance sheet date, assets and liabilities are valued as follows: at their fair value - only the following assets and liabilities (Article 27 (1) of the Act on Accounting): selected securities, derivatives, assets and liabilities hedged by derivatives, commodities, precious metals included in the assets of a fund, real estate in which technical provisions are placed, and technical provisions of insurance companies and reinsurance companies , as well as in the event of a merger, amalgamation into a separate accounting entity and demerger. It is obligatory to value assets at their fair value. The Act provides that if fair value cannot be objectively determined as of the valuation date, valuati on under the methods specified in the provisions regarding the date of the accounting transaction shall be considered the fair value (first sentence of Article 27 (9) of the Act on Accounting); under the equity method only ownership interests in share ca pital of companies amounting to at least 20 percent of voting rights (Article 27 (9) of the Act on Accounting); these ownership interests may (= optional), but need not, be valued under the equity method. This means that the Act makes it possible to also u se the equity method in individual financial statements. If this method is used, then it must be used to value all such ownership interests in share capital of companies; In addition, it is necessary to consider all risks, losses, and impairment relating t o assets and liabilities (Article 26 (3) of the Act on Accounting), which shall be expressed by means of: provisions: provisions are liabilities of uncertain timing or amount (Article 26 (5) of the Act on Accounting); value adjustments if there is a justified assumption of impairment of an asset below its carrying amount (Article 26 (4) of the Act on Accounting); and depreciation, amortization and write -offs. 3.4. Annual accounts and Financial statements According to Article 6 (4) of the Act on Accounting, an ac counting entity is required to prepare individual financial statements for the accounting entity according to Articles 17 and 18. In the instances specified in Article 22, the accounting entity is also required to prepare consolidated financial statements for a group of accounting entities, irrespective of their registered office (hereafter referred to as the "consolidated group").

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3.4.1. Ordinary, extraordinary and interim Financial statements The accounting entity prepares either (Article 6 (5) of the Act on Ac counting): ordinary financial statements; extraordinary financial statements; or interim financial statements if special legislation so provides. Ordinary financial statements must be prepared as of the last day of the accounting period (Article 17 (6) o f the Act on Accounting). Extraordinary financial statements must be prepared as follows (Article 17 (6) and Article 16 (4), (7) and (8) of the Act on Accounting): as of the date of dissolution according to instances prescribed by special legislation (refe rence to e.g., Act No. 147/1997 Coll. on Non -investment Funds); as of the date preceding the decisive date (important in the instances of merger, amalgamation into a separate accounting entity, and demerger of companies); as of the date preceding the date of entry into liquidation or the effective date of a declaration of bankruptcy and settlement; as of the last day of liquidation; as of the date on which a legally valid decision is issued to terminate the bankruptcy proceedings. According to Article 18 (1 ) of the Act on Accounting, interim financial statements must be prepared during the accounting period if this is required by special legislation (reference to e.g., Act No. 483/2001 Coll. on Banks). According to the Article 17 (3) of the Act on Accounting the financial statements must contain the following: the balance sheet; the income statement; and the notes to the financial statements. The financial statements must also contain the following: the cash flow statement; and information on movements of equ ity. They are presented as part of notes to financial statements, not as separate statements. An accounting entity is required to prepare its financial statements within six months of the balance sheet date, unless special legislation provides otherwise. This special legislation is the Slovak Income Tax Act which requires the present to the tax office the financial statements as an enclosure to income tax return within three months after the end of the accounting/tax period (a prolongation by a maximum of three months is allowed - in the case of income earned abroad, a prolongation by a maximum of six months is allowed). The financial statements are considered to be prepared when they are signed (Article 17 (5) of the Act on Accounting). In the cases where a true and fair view of the accounting is to be presented, the Act on Accounting enables the accounting books to be reopened up to the moment when the financial statements have been approved (Article 16 (9) and (10) of the Act on Accounting).
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3.4.2. Balance sheet an Income Statement The structure and description of the balance sheet and income statements items are prescribed by the Decree on the financial statements and cannot be changed. Items may not be added or deleted from these financial statements. The Decree on financial statements stipulates that financial statements should be presented to the tax office twice: the first time, after they have been prepared and the second time, within 30 days after the approval by the General Meeting; the second time onl y if they were revised prior to the approval by the General Meeting according to Article 16 (9) and (10) of the Act on Accounting. 3.4.3. Notes to the Financial statements Notes to the financial statements, together with the balance sheet and the income statemen t, form the three parts of the financial statements. The content of the notes to the financial statements is defined in Article 18 (5) and (6) of the Act on Accounting. The notes to the financial statements shall contain: information explaining and suppl ementing the information contained in the balance sheet and the income statement and/or other explanatory and supplementary statements and information; information concerning the application of the accounting principles and accounting policies, other information on: o o o o o off-balance sheet assets and off -balance sheet liabilities (Article 2 (4) (j) and (l) of the Act on Accounting); a change in the applied accounting policies and accounting principles (Article 7 (3) of the Act on Accounting); the applied account ing method in the event that the accounting entity will not continue its activities without interruption (Article 7 (4) of the Act on Accounting); correction of data related to the preceding accounting period (Article 16 (11) of the Act on Accounting); events that are not presented in other parts of the financial statements as of the balance sheet date, but their effects materially influence the view on the accounting entity's financial position.

According to Decree of the financial statements the notes to the financial statements must contain, among other things, the following information: information on movements of non -current assets; information on changes in equity; cash flow statement (a cash flow statement must only be prepared by the accounting en tities that are required to have their financial statements audited by an auditor); transactions with related parties; contingent assets; contingent liabilities; other financial commitments; and events occurring after the balance sheet date.

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3.5. Auditing/disclosure/publication According to Article 19 (1) of the Act on Accounting ordinary individual financial statements and extraordinary individual financial statements must be audited by an auditor if the accounting entity: is a company and is required to creat e share capital, or a cooperative, if these met at least two of the following conditions as of the balance sheet date and for the preceding accounting period: o o its total assets exceeded 1,000,000; total assets being defined as total assets determined from the balance sheet before adjustments by items specified in Article 26 (3) (i.e. net amount); its net turnover exceeded 2,000,000; net turnover being defined for this purpose as income from the sale of products, merchandise, services provided, and other income related to ordinary activities of the accounting after deducting discounts; its average number of employees exceeded 30 during one accounting period;

is a company or a cooperative whose securities were permitted to be traded on a regulated market; is subject to this obligation according to special legislation(for example the Act on Banks); or prepares financial statements according to Article 17a (i.e. prepares individual financial statements in accordance with International Financial Reporting Sta ndards as adopted by European Union). Accounting entities that must have their financial statements audited by an auditor are required to prepare an annual report (Article 20 (1) of the Act on Accounting). The annual report must give a true and fair view (Article 20 (3) of the Act on Accounting). The annual report shall contain (Article 20 (1) of the Act on Accounting): the financial statements for the accounting period for which the annual report is prepared; the auditors' report on these financial state ments; and primarily (= minimum content requirement) information on the following: development of the accounting entity's activities, its current position, and material risks and uncertainties to which the accounting entity is exposed; this information sha ll be provided in the form of a balanced and comprehensive analysis of the current position and forecast developments, and shall contain important financial and non -financial indicators, including information about the impact of the accounting entity's ac tivities on the environment and on employment, with a reference to the relevant data presented in the financial statements; events of special importance, which occurred after the end of the accounting period for which the annual report is prepared; expected future development of the accounting entity's activities; expenses related to research and development activities; acquisition of the accounting entity's treasury shares, temporary certificates, ownership interests temporary certificates and ownership interests of the parent accounting entity; the proposal for distribution of profit or settlement of losses; information required by special legislation; and whether the accounting entity has a branch abroad.
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and shares, and

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If it is material for the assessm ent of total on - and off-balance sheet assets, total equity and liabilities, and the financial situation of an accounting entity that uses instruments according to special legislation (reference to the Act on Securities and Investment Services), the accoun ting entity is also required to provide in its annual report information on the following:

the objectives and methods of risk management in the accounting entity, including the policy for insuring its main types of expected transactions, in which hedging derivatives will be used; price, credit, liquidity, and other risks related to cash flows, to which the accounting entity is exposed.

Companies that have issued securities that were permitted to be traded on a regulated market shall also disclose further information in their annual reports (Article 20 (6), (7) and (8) of the Act on Accounting). The joint stock company is required to file its ordinary financial statements and extraordinary financial statements in the Collection of Deeds of the Commercial Reg ister separately or as a part of the annual report within 30 days of approval of the financial statements or within the time limit stipulated by special legislation; An accounting entity that is required to have its financial statements audited according t o Article 19 (1) (a), (b) and (d) shall publish the balance sheet and the income statement from its ordinary individual financial statements and extraordinary individual financial statements in the Commercial Bulletin within 30 days of approval of the fina ncial statements. The accounting entity shall also state that it has published incomplete financial statements. The auditor's opinion should not be published in the Commercial Bulletin; however, information about the contents and type of auditor's opinion shall be published. If the auditor's report contains information that did not impact the type of auditor's opinion issued, but the auditor wanted to emphasize certain information, this information should be published. An accounting entity required to prep are consolidated financial statements is required to file its ordinary consolidated financial statements, extraordinary consolidated financial statements and consolidated annual report in the collection of deeds of the Commercial Register within one year o f the end of the accounting period; the consolidated financial statements may be filed as part of the consolidated annual report. An accounting entity that is required to prepare consolidated financial statements shall publish the balance sheet and income statement from its ordinary consolidated financial statements and extraordinary consolidated financial statements in the Commercial Bulletin within one year of the end of the accounting period. The accounting entity shall also state that it has published i ncomplete financial statements. The auditor's opinion should not be published in the Commercial Bulletin; however information about the contents and type of auditors opinion shall be published. If the auditor's report contains information that did not imp act the type of auditor's opinion issued, but the auditor wanted to emphasize certain information, this information should be published. In addition to publication according to paragraphs 2 and 3, an accounting entity referred to in Article 17a shall publi sh on the Internet its complete financial statements to the same extent and within the same time limit as filed in the collection of deeds of the Commercial Register according to paragraph 1 and indicate in the Commercial Bulletin the Internet website on which the financial statements are published. Financial statements must be published in this manner for at least one year of their publication. An accounting entity referred to in Article 19 (1) (c) shall publish information from its financial statements i n the manner stipulated by special legislation. An accounting entity required to have its financial statements audited according to Article 19 may not publish any unaudited information in a manner that may mislead the user into thinking that it has been au dited by an auditor. 4. Limited Liability Company ( spolonos s ruenm obmedzenm , s.r.o. or spol. s r.o.)

4.1. General overview The Limited Liability Company ( spolonos s ruenm obmedzenm , s.r.o. or spol. s r.o.) is the most common form of business entity in Slovakia. The registered capital of the company is made up of predetermined contributions of its members (shareholders).

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The company exists independently of its members. The company is liable for the breach of its obligations with its total assets. The liability of a shareholder for the obligat ions of the company is limited to the amount of the unpaid shareholder's contribution registered in the Commercial Register (e.g. the balance due in respect of a partly paid share). The company may be established either by a sole shareholder, a natural or legal person, or by two or more persons. However, the company may not have more than 50 shareholders. A company with a sole shareholder cannot be the sole founder or sole shareholder of another company. A natural person may not be the sole shareholder of m ore than three companies. The founders are obliged to execute articles of association specifying the company's activities, shareholders and their shares, managing directors and the details of its reserve fund. The company must have a minimum registered cap ital of 5,000 with a minimum contribution by each founder of 750. Each monetary contribution has to be paid up in at least 30% of the monetary contribution before filing the proposal for the company's registration in the Commercial Register. The balanc e of the unpaid capital must normally be fully paid within five years of the registration of the company, unless the memorandum of association stipulates a shorter period. The aggregate value of monetary and non -monetary contributions paid up before submit ting the application for incorporation must be at least 50% of the minimum registered capital. If there is only one founder, the entire registered capital must be fully paid up before the company's registration. The company must create a reserve fund at th e time and in the amount specified in the memorandum of association. Unless the reserve fund is established upon incorporation of the company, the company must create such a fund from the first reported net profits by transferring a minimum of 5% of the ne t profits to the reserve, subject to a maximum of 10% of the registered capital. The reserve fund must be replenished annually by the transfer of at least 5% of the net profits for the respective financial year, until it reaches the amount set out in the m emorandum of association of the company, which has to be at least 10% of the company's registered capital. The reserve fund may be used only to cover the company's losses. The General Meeting of shareholders is the supreme body of the company. It is author ized to make all major decisions. It has to be held at least once a year. The General Meeting appoints one or more executives (managing directors) serving as the statutory body of the company. A Supervisory Board may be established, but is not mandatory fo r this type of company. 4.2. Accounting records Same as paragraph 3.2. 4.3. Accounting principles Same as paragraph 3.3 . 4.4. Annual accounts and Financial statements Same as paragraph 3.4 . 4.5. Auditing/disclosure/publication Same as paragraph 3. 5. 5. Limited partnership ( komanditn spolonos , kom.spol. or k.s.)

5.1. General overview The Limited Partnership ( komanditn spolonos , kom.spol. or k.s.) is a company, in which one or more partners guarantee the partnership's liabilities up to the amount of their unpaid contr ibutions registered in the Commercial Register (limited partners) and one or more partners guarantee thepartnership's liabilities with their entire property (general partners). A Limited partnership must have, in addition to the limited partners, general p artners with unlimited liability. The partners must complete a memorandum of association specifying the company's business activities, the partners, their capital contribution, and indicating which partners bear limited or general liability.
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A limited partner has to make a capital contribution to the partnership in the amount specified in the memorandum of association, but subject to a minimum of 250. The contribution must be paid by the date specified in the memorandum of association, or without undue de lay after incorporation of the company. There is no stipulated minimum capital for general partners. The statutory body of a limited partnership is its general partners, each of whom is entitled to act on behalf of the company individually, unless the memo randum of association specifies otherwise. Only general partners are authorised to participate in the management of the company's business. 5.2. Accounting records Same as paragraph 3. 2. 5.3. Accounting principles Same as paragraph 3. 3. 5.4. Annual accounts and Financial statements Same as paragraph 3. 4. 5.5. Auditing/disclosure/publication Same as paragraph 3. 5. The limited partnership is required to file its ordinary financial statements and extraordinary financial statements in the Collection of Deeds of the Commercial Re gister separately or as a part of the annual report within seven month of the end of the accounting period . 6. General partnership ( verejn obchodn spolonos , ver. obch. spol. or v.o.s.)

6.1. General overview General Partnership ( verejn obchodn spolonos , ver. obch. spol. or v.o.s.) is a compa ny in which at least two persons carry out business activities under a common business name and guarantee the liabilities of the company jointly and severally with their entire assets. Legal persons, as well as individuals, may be partners. The company is formed by the preparation of a memorandum of association specifying the seat and the the partnership, the names and addresses of all the partners and the scope of activities of the business. business name of

The company does not have to create registered capital; however, a commitment to contribute capital may be agreed in the memorandum of association. Any contribution made to the general partnership becomes the property of the partnership. If not otherwise stated in the memorandum of association, each partner is entitled to act on behalf of the partnership. 6.2. Accounting records Same as paragraph 3.2. 6.3. Accounting principles Same as paragraph 3.3. 6.4. Annual accounts and Financial statements Same as paragraph 3.4. 6.5. Auditing/disclosure/publication Same as paragraph 5.5.

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7.

Cooperative (drustvo)

7.1. General overview A cooperative ( drustvo ) is formed by at least five members who are natural persons. However, it is perfectly acceptable for at least two legal entities to form a cooperative. The purpose of a cooperative is to undertake busine ss activities or to ensure the economic and social or other benefit of its members. An example of social benefit would be where all of the owners or occupiers of flats in a building or group of buildings form a cooperative to deal with building maintenance , cleaning, letting of common space, etc. The cooperative is fully liable for its liabilities. Members do not, however, guarantee the obligations of the cooperative. The cooperative must have a registered capital of at least 1,250. To join the cooperative, new members may be required to pay a fee or make a capital contribution in accordance with the requirements of the articles of association. The outstanding amount of a member's contribution must be paid within three years, unless the articles of association provide otherwise. 7.2. Accounting records Same as paragraph 3.2. 7.3. Accounting principles Same as paragraph 3.3. 7.4. Annual accounts and Financial statements Same as paragraph 3.4. 7.5. Auditing/disclosure/publication Same as paragrap h 3.5. 8. Sole proprietorship ( Fyzick osoba podnikate )

8.1. General overview The sole proprietorship means an unincorporated business owned by a single person who is responsible for its liabilities and entitled to its profit. It is not a legal entity but an individual. According to the Slovak Commercial Code, entrepreneurs registered with the Commercial Register are required to maintain their accounts under the system of double-entry bookkeeping. However, there is no legal obligation for the sole proprietor to register with the Commerci al Register, it is optional for him/her. That means if the sole proprietor is registered with the Commercial Register, he/she is obliged to maintain his/her accounts under the system of double-entry bookkeeping, otherwise it is voluntarily for him/her. In the case that the sole proprietor maintains his/her books under the system of double-entry bookkeeping the accounting requirements described below are obligatory for him/her. 8.2. Accounting records Same as paragraph 3. 2. 8.3. Accounting principles Same as para graph 3.3. 8.4. Annual accounts and Financial statements Same as paragraph 3. 4.

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Annex 1. P - Slovakia

8.5. Auditing/disclosure/publication Not compulsory . 9. Reference the Commercial Code; the Act on the Commercial Register ; Act No. 431/2002 Coll. on Accounting as amended (the Act on Acc ounting); th The Decree of the Finance Ministry of the Slovak Republic No. 23054/2002 -92 of December 16 , 2002 laying down details of the accounting procedures and the framework for the chart of accounts for entrepreneurs maintaining accounts under the syste m of double-entry bookkeeping as amended (the Accounting procedures); The Decree of the Finance Ministry of the Slovak Republic No. 4455/2003 -92 laying down details of the structure, description and content of items of individual financial statements and t he extent of data contained in individual financial statements to be published by entrepreneurs maintaining accounts under the system of double-entry bookkeeping as amended (the decree on financial statements).

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