Coronavirus – Signing documents remotely – Slovakia

• Slovakia

• Coronavirus
• Coronavirus - Contractual issues
• Coronavirus - Country overview

16-04-2020

Are you looking to sign a company decision or a contract/amendment with your business partner without meeting in person? Do you need to send an application or other submission to an authority and cannot or do not want to go outside? We have some instructions to help you resolve these situations.

Shareholder meetings via a videoconference

A shareholder or board meeting via a videoconference is not regulated by Slovak law yet. What is regulated is a per rollam signing of a shareholders' decision, where one shareholder sends a proposal for a per rollam decision to other shareholders and each of them then signs a shareholder statement. After that the executive director(s) of the company signs a notice of results of per rollam vote. These documents together form a shareholder decision.

During the COVID-19 crisis, Slovak companies are entitled to take per rollam decisions even if their Memorandum of association or their Articles of association do not stipulate this option.

Officially verified signature

If the law requires an officially verified signature (e.g. purchase agreement for the Land Register and/or documents for the Commercial Register), unfortunately you have no choice but to go out and make a signature (or declare one as your own) at notary public or in other places designated for this purpose.

It continues to apply that when using a certified signature abroad it is in most cases necessary to procure an apostille or superlegalisation. Apostilles are issued by regional courts and in case the subject of the apostille is related to a certain Ministry, then also certain Ministries.

Other cases where an officially verified signature isn't required

In cases where an officially verified signature is not required, it depends on whether the document is intended for a public entity or not (e.g. the authority).

Dealings with the authorities

You can certainly avoid a visit if you have already established one of the following methods of communication:

• data box
• qualified electronic signature, i.e. you have a qualified certificate issued by the appropriate certification authority (e.g. Qualified Certificate for an e-signature), which is installed on a smart card

In this case, you are generally able to communicate with a public body in all matters where the law does not require an officially verified signature.

Dealings with contractual partners

Simple electronic signature

Unless you have agreed on a higher type of verification, a simple electronic signature (in the form enabling it to record the contents of the legal act and to identify the person who made the legal act) is usually sufficient for dealing with contractual partners, i.e.:

• signature drawn by means of a stylus on a tablet or smartphone; or
• inserting an image with a scanned handwritten signature into the signature field of an electronic document

Unless the document being signed is a deed, it is sufficient just to type your first and last name at the end of the e-mail sent from your e-mail address.

Advanced electronic signature

The problem with the abovementioned forms of simple electronic signature is lack of evidence if you need to prove that the other party actually signed the document. Platforms like DocuSign or Adobe Sign try to at least partly eliminate this deficiency. This is a so-called advanced electronic signature, i.e. software that can be downloaded from the comfort of your home and which allows the signatory to be identified by means of an independent third party.

Qualified electronic signature

In certain cases contractual partners would also use qualified electronic signature described above. This type of signature is considered as equivalent to „wet ink“ signature.

Contact a company secretarial lawyer in Slovakia today