Register of Public Sector Partners

  • What is the Register of Public Sector Partners?
  • Who is the ‘ultimate beneficial owner’?
  • Who is required to register?
  • Can I do the registration myself?
  • What should I expect?
  • How long will it take?
  • Do I have any further obligations after I am registered?
  • What are the consequences if I fail to register?
  • How much will it cost?

The Register of Public Sector Partners is a public administration information system that contains information about ultimate beneficial owners (UBOs) that deal with the public sector or that receive payments from persons within the public sector. The purpose of such registration is to reveal the ownership structure of the persons that receive payments from public sector persons, thus making B2G relationships more transparent.  

The ‘ultimate beneficial owner’, or UBO, is each natural person who in reality controls a legal person, sole proprietor or pool of assets, and each natural person for whose benefit such persons, proprietors or pools of assets deal or operate; the ultimate beneficial owners include, without limitation,

  • (a) in the case of a legal person that is not a pool of assets or an issuer of securities admitted to trading on a regulated market that is subject to disclosure requirements under a special regulation, equivalent legal regulations of a Member State or equivalent international treaties, a natural person who:
    • (i) holds a direct or indirect share or sum of shares of at least 25% in the voting rights in that legal person or in its registered capital, including bearer shares;
    • (ii) holds the right to nominate, otherwise appoint or remove an executive body, management body, supervisory body or control body in that legal person or any member of such bodies;
    • (iii) controls that legal person in a way other than described in (i) or (ii) above
    • (iv) is entitled to the economic benefit of at least 25% from the business or other activity of such legal person;
  • (b) in the case of a sole proprietor, the natural person who is entitled to the economic benefit of at least 25% from the business or other activity of that sole proprietor;
  • (c) in the case of a pool of assets, a natural person who:
    • (i) founded or established the pool of assets; if the pool of assets was founded or established by the legal person, or a natural person under (a);
    • (ii) holds a right to nominate, otherwise appoint or remove an executive body, management body, supervisory body or control body of that pool of assets or any member of such bodies or who is a member of a body that holds a right to nominate, otherwise appoint or remove such bodies or any of their members;
    • (iii) is an executive body, management body, supervisory body, control body or member of such bodies;
    • (iv) is the beneficiary of at least 25% of the funds provided by that pool of assets if the future beneficiaries of such funds have been designated; if the future beneficiaries of the funds of a pool of assets have not been designated, the ultimate beneficial owners are the group of persons who have a substantial benefit from the foundation or operation of such pool of assets.

If no natural person meets the requirements set out in (a) above, the ultimate beneficial owners of such person are members of its senior management; ‘member of senior management’ means an executive body, a member of the executive body, a procurator or an executive employee directly reporting to the executive body.

Ultimate beneficial owners are also natural persons who do not meet the requirements under (a), (b) or (c)(i) and (ii) above by themselves but meet at least one of these requirements jointly with another person who acts in concert or joint co-ordination with them.

The law introduces a number of criteria to define who should register.

The persons required to register include all Slovak and foreign persons who:

  • (a)receive funds from the public sector;
  • (b)acquire assets from the public sector;
  • (c)enter into an agreement, framework agreement or concession agreement under the Public Procurement Act;
  • (d)are entered in a register under a separate regulation (health insurance companies, holders of mining licences, contractors for geological works, persons appointed to collect tolls, persons appointed to collect vignette payments);
  • (e)are providers of healthcare and have a healthcare provision contract in place with a health insurance company; and
  • (f)were assigned or otherwise acquired a receivable against the State, a State fund, public law corporation, municipality, regional self-government or legal person established by law; or
  • (g)are subcontractors to persons that supply goods and services to the public sector.

However, these persons are only required to register if their relevant performance is more than EUR 100,000 as a one-off performance or EUR 250,000 for the calendar year.

If you have any doubts as to whether you are required to register, please do not hesitate to contact us. We will be very happy to double-check this for you.

Registration in the PSP Register may only be done in co-ordination with an eligible person. The eligible person must be an attorney-at-law, notary, bank, branch of foreign bank, auditor or tax advisor whose place of business or registered office is in the Slovak Republic.  The registration authority will not accept any registration not filed by an eligible person. As an eligible person, our law firm can provide these services for you.

To begin, we will have an informal talk with you to obtain general information about your organisational and shareholding structure.

We will then use that information to prepare a custom-tailored quote.

We will then enter into a written agreement with you about the performance of eligible person obligations, which will set out all of the terms for our co-operation.

Next, we will identify the specific documents that will have to be presented prior to your registration by asking you to complete a simple questionnaire. In most cases, these documents include a foundation deed or memorandum of association, articles of association, shareholder agreements, a list of executive employees, agreements with any third parties that have an effect on the management of the company or distribution of its profits, declarations and extracts from the business register, or, if applicable, documents related to foreign owners.

 

After we will receive all of the required documents, we will promptly review them and prepare the documents underlying your registration. Up to 31 July 2017, the time limit set for registration is 10 business days. Thus, if you have all of these documents at hand and you do not need to receive any additional proofs or documents from other countries, the entire registration process should not take longer than 15 business days. As of 1 August 2017, the registration authority will only have 5 business days to make the registration, which means that the process should be even faster.

Once you are registered in the PSP Register, we will continue to work with you as you will need to register each change of registered details.

Under penalty of sanctions, the law also requires the verification of registered details within certain time intervals.

If you breach your obligations set out by law, you may be subject to four kinds of legal consequences.

First, the public sector person will have the right to rescind an agreement or defer a performance under an agreement. In such case, the public sector person would not be deemed to be in delay with the performance of their obligations under an agreement made with the public sector partner, even if the public sector person does not meet its obligation to perform or provide assets.

Further, a financial penalty may be imposed. This penalty may be up to EUR 1,000,000 for a public sector partner and up to EUR 100,000 for a member of the executive body of the public sector partner. Such penalty cannot be lower than EUR 10,000 and every single member of the executive body of the public sector partner can he held liable.

Next, the decision to impose a penalty also amounts to an expulsion decision under the Commercial Code. As a result, the natural person who at the time of the imposition of such penalty was a member of the executive body of the public sector partner may not discharge the office of a member of an executive body or supervisory body in any company, partnership or co-operative for the time set out in the court decision or for up to three years after such decision becomes effective. Furthermore, such natural person may not act as a head of a branch or a foreign person’s business or as a procurator.

Finally, in certain cases, such failure to register may result in criminal liability. If such failure is due to wilful misconduct, it may qualify as the criminal offence of the distortion of data in financial and commercial records under Sections 259 and 260 of the Criminal Code, the criminal offence of fraud under Section 221 of the Criminal Code or the criminal offence of subsidy fraud under Section 225 of the Criminal Code.

No court or administration fees are payable for registration with the registration authority. We will draw up a quote for our services of the eligible person that will be custom-tailored depending on your organisational or shareholding structure. Please feel free to contact us for a free quote. 

Credentials

Preparing security documentation for a multinational independent financial agent and its pool organisation.

Delivering comprehensive data protection advice and preparing a security project and business terms and conditions for a cloud provider.

Advising a consortium of banks on a EUR 50 million working capital financing provided to an industrial company.


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