A Limited Partnership (“LP”) under Act no. 431/2002 Coll. on Accounting as amended is obliged to keep its accounts in double-entry bookkeeping system.
A LP has the obligation to deposit its ordinary financial statements and extraordinary financial statements either separately or as part of the annual report with the deeds of the Companies Register within seven months of the end of the accounting period.
CORPORATE INCOME TAX
Slovak companies are under provisions of Act no. 595/2003 Coll. on Income Tax (“Act”) taxable on their worldwide income, whilst foreign companies are taxable only on income that has its source in Slovakia.
The tax year in Slovakia is the year ending on December 31, however tax period can be changed to any 12 calendar months, called an accounting year. Companies are obliged to submit the corporate income tax return with the financial statements by 31 March of the year following the accounting year or within any other three months following the end of the economic year. Possibility to extend the term of filing of the annual financial statement is limited only to companies with income from foreign countries.
The principles of LP’s taxation reflect the fact that this partnership has two different types of partners, i.e. limited and general partners with a different liability for partnership’s obligations and different rights. General partners are taxed in the same way as partners of General Commercial Partnership (v.o.s.)and limited partners are taxed similarly to shareholders of a Limited Liability Company (s.r.o.).
TAXABLE BASE
The taxable base of the partnership is determined by reference to its annual financial statement on the basis of applicable accounting rules adjusted for tax deductible and non-deductible items. The taxable base of the partnership as a whole is distributed between general partners and partnership in the same proportion as partnership’s profits are distributed among general and limited partners, i.e. according to the partnership deed. Otherwise, if no specification is included, on an equal basis. The share attributable to general partners is then deducted from the taxable base of the partnership. The resulting balance constitutes taxable base of the limited partnership, which is consequently taxed at a corporate tax rate.
The taxed balance is an amount of limited partners’ share in the profits of the partnership (called dividend) exempted from any other tax obligation. However if the limited partner makes profit as employee of the partnership, his income is considered as “Income from Dependent Activity”, his partial taxable base, and therefore subject to later taxation under provisions regulating taxation of the employees.
The general partners’ share is under the Act considered as “Income from Business, Other Gainful Activity and Lease” and must be included as partial taxable base of the partners’ overall taxable base revealed in their financial statement and taxed at the natural persons’ tax rate specified in the Act.
Same principles apply analogically in case the partnership operates on the loss during the tax period. Tax losses are therefore divided in the same manner as the taxable base.
TAX RATE
The most important and significant change introduced by the last amendment of the Act effective from 1st January 2013 is cancelation of the 19% flat income tax rate after 9 years of its existence. The amendment increases the corporate income tax rate to 23% generally for all corporations irrespective of their legal form, scope of business activities, the amount of income gained, turnover or any other criteria. At the same time the amendment introduces progressive taxation of natural persons with two different tax rates, 19 and 25% for natural persons whose taxable base exceeds the sum of EUR 34,401.74.
SOCIAL SECURITY CONTRIBUTIONS
General partners are under Act no. 580/2004 Coll. on Health Insurance and Act no. 461/2003 Coll. on Social Insurance considered as self-employed persons. Social security contributions are under relevant provisions of these acts non-taxable items of their taxable base.
On the other hand, limited partners have under the above mentioned acts no contribution obligation, unless they are employees of the partnership. In this case, the partnership would have to pay obligatory contributions automatically deducted from the partners’ salaries under relevant provisions.
VALUE ADDED TAX
The LP is under Act no. 222/2004 Coll. on Value Added Tax also subject to value added tax if:
• it has its registered office, place of business or fixed establishment within the Slovak Republic and
• it has achieved a turnover of EUR 49.790 for not more than 12 preceding consecutive calendar months.
The partnership has to file a tax registration application with a tax office within the 20th day of a calendar month following the month in which the above mentioned turnover was achieved. However, the partnership can also voluntarily register even if it did not reach the mentioned turnover.
If there are no grounds to deny the application, the tax office registers a person within 30 days from the date of application, or 60 days if the taxable person is required to lodge a tax guarantee to settle any tax arrears that occur after its registration as a tax payer. The decision of a tax office regarding specification of the guarantee amount (1,000 - 500,000 EUR) may be appealed within 8 days with no suspension effect.
The value added tax rate is 19% of a taxable base calculated as a sum of everything which has been or is to be obtained in return for the supply of goods or service, less the tax, including subsidies or contributions that the partnership received or is to receive for the price of goods or service.
CONCLUSION:
In conclusion, a Limited Partnership cumulates advantages of self-employed persons with advantages of capital companies. Its establishment is an advantageous option especially when some partners prefer a status of a self-employed person and others prefer an easy form of participation on the partnership’s profit through paid-out taxed dividends with no additional obligations. This type of the partnership is also a suitable tax optimization tool in case when Limited Liability Company (or Company Limited by Shares) with accumulated tax losses from previous tax periods can be appointed as a general partner. Last but not least, it provides a possibility for foreign entrepreneurs to eliminate the tax burden of their home country.
Author of this article is: Daniela Gažová
The article is written under the supervision by attorney at law Marcin Gorazda
