Judgment — ECLI:EU:C:2026:41
Date: 2026-01-22
Language of the case: Slovak
Court formation: Eighth Chamber
Procedure: Reference for a preliminary ruling
Origin: Slovakia

Translation C-590/24 – 1 
Case C-590/24 
Request for a preliminary ruling 
Date lodged: 
10 September 2024 
Referring court: 
Najvyšší súd Slovenskej republiky (Slovakia) 
Date of the decision to refer: 
3 September 2024 
Appellants: 
AK Dlhopolec s.r.o. 
MABONEX SLOVAKIA spol. s r.o. 
A.B. 
X.Y. 
  
Najvyšší súd Slovenskej republiky (Supreme Court of the Slovak Republic) 
[…] 
[case number] 
ORDER 
The Najvyšší súd Slovenskej republiky (Supreme Court of the Slovak Republic, 
Slovakia), in proceedings for the imposition of a fine pursuant to Paragraph 13 of 
Zákon č. 315/2016 Z. z. o registri partnerov verejného sektora a o zmene a 
doplnení niektorých zákonov v znení neskorších predpisov (Law No 315/2016 on 
the Register of Public Sector Partners and amending and supplementing certain 
laws, as amended) (‘Law No 315/2016’), in the action brought by the authorised 
person, AK Dlhopolec s.r.o., established in […] Zwoleń […] (‘the authorised 
person’) and the public sector partner, MABONEX SLOVAKIA spol. s r.o., 
established in […] Piešťany […] (‘the public sector partner’), on behalf of 
which, at the material time, the executive directors A.B. […] and X.Y. […] (‘the 
executive directors’) acted as a statutory body, all represented by […] lawyer 
EN 
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[…], [details of the parties to the proceedings and the lawyer] in the appeal on a 
point of law lodged against the order of the Krajský súd v Žiline (Regional Court, 
Žilina, Slovakia) of 18 July 2023. […] 
makes the following order: 
I. The following questions are referred to the Court of Justice of the 
European Union for a preliminary ruling pursuant to Article 19(3)(b) 
of the Treaty on European Union (‘TEU’) and Article 267 of the 
Treaty on the Functioning of the European Union (‘TFEU’): 
(1) Must Article 26 TFEU, in conjunction with Articles 49 and 114 thereof, 
Article 57 of Directive 2014/24/EU of the European Parliament and of the 
Council of 26 February 2014 on public procurement and repealing Directive 
2004/18/EC (‘Directive 2014/24/EU’), in conjunction with Article 58 
thereof, and Article 3 of Directive 2014/23/EU of the European Parliament 
and of the Council of 26 February 2014 on the award of concession 
contracts (‘Directive 2014/23/EU’), in conjunction with Articles 38 and 41 
thereof, be interpreted as precluding legislation, such as that at issue in the 
present case, which links the imposition of a fine pursuant to Paragraph 13 
of the Law No 315/2016 and the non-payment thereof with exclusion from 
the conclusion of contracts and concession contracts with the public sector 
(whether on the basis of a public procurement procedure or outside that 
procedure), solely as a result of (and therefore by reason of) removal 
from the Register partnerov verejného sektora (Register of Public Sector 
Partners) (‘the RPSP’)? 
(2) If the answer to the first question is in the affirmative, must Article 26 
TFEU, in conjunction with Articles 49 and 114 thereof, Article 57 of 
Directive 2014/24/EU, in conjunction with Article 58 thereof, and Article 3 
of Directive 2014/23/EU, in conjunction with Articles 38 and 41 thereof, be 
interpreted as precluding the imposition of a fine pursuant to 
Paragraph 13(1)(a) of Law No 315/2016, the non-payment of which may 
lead to removal from the RPSP? 
(3) If the answer to the first question is in the negative, must Article 49 of the 
Charter of Fundamental Rights of the European Union (‘the Charter’), and 
the principle of proportionality of penalties which arises therefrom, be 
interpreted as precluding legislation, such as that at issue in the present 
case, which automatically, without any possibility of taking into 
consideration the seriousness of the offence (unlawful act), the 
individual circumstances of its commission and the reasons for the non-
payment of the fine imposed on the public sector partner, ties non-payment 
of the fine to removal of that partner from the RPSP and a bar on its entry 
in RPSP for a period of two years from the date of removal? 
AK DLHOPOLEC AND OTHERS 
 
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(4) Must Article 49 of the Charter and the principle of the proportionality of 
penalties be interpreted as precluding legislation, such as that at issue in the 
present case, under which the authority imposing a fine on a public sector 
partner automatically imposes a fine in the amount of the economic 
benefit, without any possibility of that authority distinguishing which 
offence is the reason for the imposition of the fine and without any 
possibility of taking into consideration other negative legal consequences 
(penalties) which may arise for the person penalised after the imposition of 
the fine? 
(5) Must Article 49 of the Charter and the principles of the legality and 
proportionality of penalties and of legal certainty be interpreted as 
precluding legislation, such as that at issue in the present case, under which 
a fine is imposed in the amount of the economic benefit but the legislation 
itself does not expressly set out the basic parameters for the determination 
thereof, in terms of the basis for calculating the economic benefit and the 
period during which the economic benefit was derived? 
(6) Must Article 49 of the Charter and the principle of legality of penalties and 
the principle of legal certainty be interpreted as precluding legislation, such 
as that at issue in the present case, under which the legal basis for imposing 
the fine is non-compliance with the requirement relating to the impartiality 
of the authorised person, without setting out in greater detail the criteria 
according to which that impartiality is to be assessed? 
[…] [staying of proceedings] 
Grounds 
Information on the national legislation at issue and the relevant provisions of 
national law: 
1 In the Slovak Republic, Law No 315/2016 1[…] was adopted, pursuant to which the 
RPSP was established. Persons who have, or wish to have, property relations 
with the public sector and who, as a result, receive financial resources from 
public sources (including European funds), or acquire property or other rights of 
a property nature pursuant to a contract (whether or not the relationship was 
entered into in a public procurement procedure), are required to be registered in 
the RPSP, at least for the duration of such contract with the public sector, if the 
amount of the payment exceeds the statutory limit (EUR 100 000 in the case of a 
single payment under a contract and EUR 250 000 in the case of several partial or 
recurring payments under a contract). 
2 The legislature’s intention was to introduce transparency in property relations 
concerning public finances or property belonging to the ‘public sector’, that is to 
 
1 […] 
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say, in particular, the State, municipalities, higher territorial units, public 
institutions, etc. A person interested in establishing property relations with the 
State, a local authority or the public sector is referred to in that law as a public 
sector partner. One of the items of data entered in the RPSP is that relating to the 
beneficial owner because the stated purpose of the law is transparency as to 
which persons derive benefit from contracts concluded with the public sector. 
At the same time, Law No 315/2016 provided that a public sector partner cannot 
apply for entry in the RPSP itself, but must turn to an independent person (for 
example, a lawyer, notary, bank, tax advisor, or auditor) who will be jointly 
responsible for identifying and verifying the beneficial owner of that public 
sector partner and, following verification, will submit an application for entry in 
the RPSP. Law No 315/2016 refers to that independent person as the authorised 
person, who, by virtue of his or her function (for example, notary, lawyer, tax 
adviser), is required to carry out the verification of the beneficial owner with 
professional diligence. 
3 Under the first sentence of Paragraph 19(c) of Law No 315/2016, an authorised 
person may not perform activities under this Law if he or she remains with a 
public sector partner or members of its bodies in any relationship which could 
give rise to doubts as to his or her impartiality, in particular if he or she is linked 
to a public sector partner by personal or financial ties; a relationship which 
could give rise doubts as to the authorised person’s impartiality is not a 
relationship between a public sector partner and an authorised person where he 
or she performs activities under separate provisions. 
4 Under Paragraph 13(1) of Law No 315/2016, if inaccurate or incomplete data on 
the beneficial owner or public sector employees are provided in the application 
for entry in the register pursuant to Paragraph 4(4)(f) 2[…], the requirement to 
submit an application for changes to the data on the beneficial owner recorded 
in the register within the time limit referred to in Paragraph 9(1), or the 
prohibition referred to in Paragraph 9(1), 3 shall be infringed, the registration 
authority shall impose 
(a) on the public sector partner a fine in the amount of the economic benefit 
which the public sector partner has obtained; if the amount of the economic 
benefit cannot be determined, the registration authority shall impose a fine of 
between EUR 10 000 and EUR 1 000 000, 
(b) on a person who is a statutory body or a member of a statutory body of a 
public sector partner at the time of the infringement of the requirement laid down 
in the introductory sentence, a fine of between EUR 10 000 and EUR 100 000; 
 
2 […] 
3 Paragraph 9(1) of Law No 315/2016 provides that the authorised person, following verification, 
is required to submit an application for the entry of a change of data in the RPSP within 60 days 
from the date of the change in the data entered in the RPSP concerning the final beneficiary 
or a change of the person of the final beneficiary. 
AK DLHOPOLEC AND OTHERS 
 
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members of the statutory body shall be jointly and severally liable for payment of 
the fine laid down in the preceding sentence. 
Under Paragraph 13(4) of Law No 315/2016, the registration authority shall 
impose on the authorised person a fine of between EUR 10 000 and EUR 100 000 
if he or she infringes the prohibition referred to in Paragraph 19. 
Under Paragraph 13(6) of Law No 315/2016, when imposing a fine, the 
registration authority shall take particular account of the nature, seriousness, 
manner and effects of the infringement. 
Subject matter of the national proceedings and relevant facts: 
5 By order of 3 October 2022 […], in conjunction with rectification order […] of 
21 February 2023 […], the Okresný súd Žilina (District Court, Žilina, Slovakia) 
(‘the district court’) imposed, pursuant to Paragraph 13 of Law No 315/2016, a 
fine of EUR 20 000 on the public sector partner, a fine of EUR 10 000 on the 
executive directors who acted on behalf of the public sector partner at the material 
time as a statutory body, who are jointly and severally liable to pay, and a fine of 
EUR 20 000 on the authorised person. The parties to the proceedings appealed 
against the above decision of the district court. 
6 By order of 18 July 2023, the Krajský súd v Žiline (Regional Court, Žilina, 
Slovakia) (‘the regional court’) ruled on the appeal […], dismissing the appeal and 
upholding the order under appeal […] in conjunction with rectification order […] 
[details of the decisions]. An appeal on a point of law against the above decision 
of the Regional court, determination of which falls within the jurisdiction of the 
Najvyšší súd Slovenskej republiky (Supreme Court of the Slovak Republic, 
Slovakia) (‘the referring court’), was lodged jointly by the public sector partner, 
the executive directors and the authorised person. 
7 The appellants claim that, in imposing a fine on the public sector partner, the 
courts (district and regional) gave, as a result of an error of law, a ruling contrary 
to the basic principles relating to the imposition of penalties, by imposing a 
fine not according to statutory criteria, but according to criteria not provided for 
in law. 
8 In order to determine the economic benefit, the court of first instance appointed an 
expert. The expert’s opinion showed that the public sector partner’s economic 
benefit for the period from the date of its entry in the RPSP until the initiation of 
the proceedings for the imposition of a fine was negative (minus 
EUR 295 850.65). At the same time, the public sector partner’s total economic 
result for all business transactions during the same period was positive. 
Consequently, the parties claim that, in light of the loss found, no fine should 
have been imposed on the public sector partner. They claim that the public sector 
partner’s economic benefit was determined beyond reasonable doubt and that 
the courts therefore erred in applying to the case the second part of 
Paragraph 13(1)(a) (cited above in paragraph 4 of this order), which, in the view 
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of the appellants, is to be applied only if the economic benefit cannot be 
determined. 
9 In the appeal, the appellants further submit that the courts (district and regional) 
also unlawfully decided to impose fines on the executive directors and the 
authorised person as a result of an erroneous assessment of the legal 
relationship between the public sector partner and the authorised person. The 
parties argue that the public sector partner and the authorised person do not have 
any relationship other than that of a lawyer and client (they have no common 
assets, they do not have dominant/controlled or close person status with respect to 
each other, and the persons serving on their statutory bodies are not close 
persons). In imposing the penalty, the courts stated as grounds for the 
infringement of the prohibition referred to in Paragraph 19(c) of Law 
No 315/2016 (cited above in paragraph 3 of this order) the fact that the partner 
and executive director of the authorised person (J.D.), together with the partner 
and executive director of the public sector partners (A.B.), were partners and 
executive directors of the company JAM Group s.r.o. (original company name 
Prvá dražobná společnost, s.r.o.) and their common shareholding as partners 
and executive directors in a third commercial company may objectively raise 
doubts as to the impartiality of the authorised person. In assessing impartiality, 
the courts were inspired by the case-law on assessing the impartiality of judges 
for the purpose of deciding to exclude them from the proceedings. The parties 
argue that, although the executive director and a partner of the public sector 
partner and the executive director and a partner of the authorised jointly 
established the commercial company (under the name Prvá dražobná spoločnosť, 
s.r.o.) in 2012, they also demonstrated in the proceedings that that commercial 
company did not carry on any economic activities (did not carry out any taxable 
transactions, did not issue invoices, and did not hold a bank account) and the 
purpose for which it was established was not fulfilled. The appellants state that the 
authorised person is not a judge and that the activities of the authorised person are 
sui generis activities governed by law, and it does not follow from Law 
No 315/2016 that the same impartiality criteria should be applied to the 
authorised person as applied in the case of the objective impartiality of a 
judge. In the appeal, the parties argue that at the time of the entry in the RPSP, 
they were guided by an interpretation of the law in good faith, found no grounds 
for subjective impartiality, even having regard to the lack of business activity of 
the commercial company established by the executive director and partner of the 
public sector partner and the executive director and partner of the authorised 
person, and deemed their relationship to be formal. In the appeal, they claim that 
the courts erred in law in that they (unexpectedly for them) applied the 
requirements relating to the objective impartiality of a judge in the case. 
They argue that everyone should have the opportunity to know what is considered 
an offence and what penalty will result from that offence. 
10 In the appeal, the referring court is requested to assess the validity of applying 
Paragraphs 13(1) and 19(c) of Law No 315/2016 in the abovementioned case and 
the validity of the lower courts’ assessment of the imposition and amount of the 
AK DLHOPOLEC AND OTHERS 
 
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penalty and the impartiality of the authorised person. The referring court considers 
that the issues arising from the appeal cannot be considered separately merely in 
the context of the application of Paragraphs 13(1) and 19(c) of Law No 315/2016, 
but must also be considered in the context of other provisions of that law, in 
the context of the purpose and reasons for the adoption of that law and the 
creation of the RPSP. 
11 Thus, although the direct subject matter of the proceedings in the present case 
is the imposition of a financial penalty (fine) pursuant to Paragraph 13 of Law 
No 315/2016, in the view of the referring court it cannot be overlooked that the 
imposition of a financial penalty may, for public sector partners, persons acting as 
a statutory body and authorised persons, also entail other legal consequences – 
either with regard to the duration of the requirement to be entered in the 
RPSP, or with regard to the authorised person’s guarantee of payment of the 
fine by the statutory body, or with regard to the determination of the ability of 
persons who acted as a statutory body of a public sector partner to perform 
functions (executive or supervisory) in legal persons. Another consequence 
may also be withdrawal from the contract by the public sector entity (that is to 
say without the intervention of the authority imposing the fine). 
The duration of the requirement to be entered in the RPSP: 
12 It follows from Paragraph 13(2) of Law No 315/2016 that the registration 
authority will remove a registered public sector partner where it has, by a 
decision which has become final, imposed a fine for failure to comply with the 
requirement to submit an application to change the data on the beneficial owner 
recorded in the register within the statutory period or for infringement of the 
prohibition laid down in Paragraph 19 (cited in paragraph 3 of this order) and the 
fine has not been paid within the period specified by the court. Paragraph 13a of 
Law No 315/2016 prevents the subsequent entry of the public sector partner in 
the RPSP for a period of two years from its removal. 
The requirement on the authorised person: 
13 Under the first sentence of Paragraph 13(5) of Law No 315/2016, the authorised 
person is to guarantee payment of the fine imposed on the person who is the 
statutory body of the public sector partner. 
The ability of a statutory body of a public sector partner to perform executive or 
supervisory functions in legal persons: 
14 Paragraph 14 of Law No 315/2016 states that a decision on a fine pursuant to 
Paragraph 13(2) is at the same time a decision on removal pursuant to 
Paragraph 13a of the Obchodný zakonnik (Commercial Code). The removed 
person is the statutory body or members of the statutory body of the public sector 
partner who has been removed from the RPSP (pursuant to Paragraph 13(2)). The 
consequence of a removal decision is that the removed members of the statutory 
body may not, for a period of three years from the date on which the decision 
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becomes final, perform the functions of a member of the statutory body or a 
member of the supervisory body of any commercial company or cooperative. 
The same applies to performance of the functions of a manager of an 
undertaking’s organisational unit, manager of a foreign person’s undertaking, 
manager of an organisational unit of a foreign person’s undertaking or agent. 
The ability of a public sector entity to withdraw from a contract: 
15 A public sector entity which, as a party to a contract, transfers funds or property, 
rights to property or other in rem rights to a public sector partner, pursuant to 
Paragraph 15 of the Law No 315/2016, is entitled to withdraw from the 
contract on the date the decision on the fine becomes final. 
Reasoning in the request for a preliminary ruling, including the relevant 
provisions of European Union law: 
16 Although neither the wording of Law No 315/2016 itself nor the explanatory 
memorandum submitted at the time of its adoption indicate that the law 
transposes acts of the European Union (‘the Union’), the referring court considers 
that the scope of that law overlaps considerably with several areas governed by 
EU law. 
17 Entry in the RPSP pursuant national law is a condition for an entity be able, 
pursuant to Paragraph 11(1) of Zákon č. 343/2015 Z. z. o verejnom obstarávaní 
a o zmene a doplnení niektorých zákonov v znení neskorších predpisov (Law 
No 343/2015 on public procurement and amending and supplementing certain 
laws, as amended) (‘Law on public procurement’) to participate in a public 
procurement procedure as a tenderer or as the subcontractor of a tenderer. The 
Law on public procurement transposed several European directives 4 into the 
national law of the Slovak Republic, and the abovementioned national law applies 
both to public contracts whose estimated value exceeds the limits laid down in the 
European directives and public contracts below those limits. It is therefore 
obvious that the issue of the entry or the possibility of removal of the public 
sector partner from the RPSP, as in the present case, has a direct impact on the 
area of public procurement, which clearly falls within the scope of areas 
governed by EU law. Furthermore, the referring court takes account of the fact 
that the case-law of the Court of Justice of the European Union (‘Court of 
Justice’) requires that the concepts and rules of EU law be applied uniformly. 
Where, in regulating situations outside the scope of the EU measure concerned, 
national legislation seeks to adopt, directly and unconditionally, the same 
solutions as those adopted in that measure, it is clearly in the interest of the 
European Union that provisions taken from that measure should be interpreted 
uniformly. That makes it possible to forestall future differences of interpretation 
and to ensure that those situations and situations falling within the scope of those 
 
4 For example, Council Directive 92/665/EEC, Council Directive 92/13/EEC, Directive 
2009/81/EC, Directive 2014/23/EU, Directive 2014/24/EU and Directive 2014/25/EU. 
AK DLHOPOLEC AND OTHERS 
 
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provisions are treated in the same way (see, for example, judgments in: Dzodzi, 
C-297/88 and C-197/89, paragraphs 36 and 37; Borta, C-298/15, paragraphs 33 
and 34; Tax-Fin-Lex, C-367/19, paragraph 21; Smetna palata na Republika 
Bulgaria, C-195/21, paragraph 43). 
18 As grounds for the need to increase the transparency of property relations in the 
public sector and the need to introduce the RPSP, the explanatory memorandum to 
Law No 315/2016 states the fact that ‘only around 20% of public sector 
expenditure’ is made within the framework of public procurement. Law 
No 315/2016 therefore applies both to property relations arising from a contract 
concluded on the basis of the results of a public procurement procedure and to 
contracts which can be concluded without a public procurement procedure. 
Without being entered in the RPSP or for a period of two years from removal 
‘as a penalty’ from the RPSP, a particular natural or legal person may not (even 
outside the public procurement system) enter into property relations with the 
public sector, receive resources from European funds (with the exception of the 
European Agricultural Guarantee Fund) or apply for the conclusion of a 
contract if the value of financial obligations from such a contract exceeded the 
limit laid down in Law No 315/2016. The referring court considers it significant 
that Law No 315/2016 lays down specific requirements which may be regarded 
as a barrier to access to public funds, including European funds, and in the 
conclusion of property contracts (both within and outside the public procurement 
system) for all persons who are engaged in business or economically active, 
regardless of whether they are resident or established in the Slovak Republic 
or in another Member State, or even in a non-EU country. Those persons who are 
interested in concluding contracts with public sector entities must approach an 
‘intermediary’, that is to say an authorised person, with whom they must enter 
into cooperation, within the framework of which they must provide certain 
data to verify the beneficial owner, many of which are already held in other 
registers (in the Slovak Republic, for example, the Commercial Register) and 
which may be sensitive from the point of view of that person (personal data, data 
concerning its ownership and management structure, and data potentially covered 
by commercial secrecy). An application for entry in the RPSP may be submitted 
only through that intermediary, who provides those services for consideration. 
In addition, Law No 315/2016 requires that the verification of the identification of 
the beneficial owner through an authorised person take place not only at the time 
of the first entry in the RPSP but also at the time of the submission of an 
application for the entry of a change to the beneficial owner, on 31 December of 
the calendar year and in other cases. Such an administrative and economic burden 
may discourage potential tenderers, in particular those resident or established in 
another Member State, from engaging in business activity pursuant to contracts 
concluded with the public sector and thus constitute a barrier to the freedom of 
establishment, the free movement of goods and the freedom to provide 
services in the Union. As is clear from the case-law of the Court of Justice, where 
a Member State enacts a measure that derogates from a fundamental freedom 
guaranteed by the TFEU (for example the free movement of goods, persons, 
services and capital), that measure falls within the scope of EU law (see, for 
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example, Online Games and Others, C-685/15, paragraph 56; ECOTEX 
BULGARIA, C-544/19, paragraph 87). 
19 In the context of the fines and the potential further legal consequences of 
imposing a fine pursuant to Paragraph 13 of Law No 315/2016, the referring court 
considers that the application of Law No 315/2016 has an impact on access to 
financial resources from European funds, with the exception of the European 
Agricultural Guarantee Fund, and on the application of EU law, including 
fundamental rights and freedoms. They are, inter alia, consequences for the 
functioning of the internal market (Article 26(2) TFEU), the free movement of 
people, goods, services and capital (for example, Article 49 TFEU), the 
approximation of laws (Article 114 TFEU) and the fundamental freedoms 
which underlie the common market, in particular the freedom of 
establishment (Article 16 of the Charter). In the light of the nature of the 
penalised infringement of the law and the degree of severity of the penalty, the 
referring court also considers that the penalty in this case is of a criminal nature 
and therefore the principles of legality and proportionality of criminal offences 
and penalties (Article 49 of the Charter) must be applied when imposing it. 
20 In addition to other data, data on the beneficial owner are also entered in the 
RPSP in order to increase the transparency of legal relations entered into by the 
public sector, which is achieved by disclosing the ownership and management 
structures of entities ‘conducting business’ with the State, including local 
government. Law No 315/2016 ‘borrows’ the concept of final beneficiary from 
Zákon č. 297/2008 Z. z. o ochrane pred legalizáciou príjmov z trestnej činnosti a o 
ochrane pred financovaním terorizmu a o zmene a doplnení niektorých zákonov v 
znení neskorších predpisov (Law No 297/2008 on protection against money 
laundering and protection against terrorist financing and amending certain laws, as 
amended) (‘Law No 297/2008’), which serves as an instrument for transposing 
Directive 2015/849 5 and defines the characteristics of the beneficial owner and 
the procedure for his or her identification. It is therefore a concept introduced by 
EU law in the field of counteracting money laundering and terrorist financing in 
order to identify any natural person who owns or controls a legal entity. 
Directive 2015/849 also required the establishment of a central register holding 
data on beneficial owners. In the Slovak Republic, that register is the Register 
právnických osôb (Register of Legal Persons) kept by the Štatistický úrad 
Slovenskej republiky (Statistical Office of the Slovak Republic). That register is 
not connected to the RPSP and although Law No 315/2016 refers to the 
definition of beneficial owner introduced by Directive 2015/849 and Law 
No 297/2008, it also imposes on the authorised person, as the person required to 
identify the beneficial owner of the person entered in the RPSP, a requirement to 
 
5 Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the 
prevention of the use of the financial system for the purposes of money laundering or terrorist 
financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the 
Council, and repealing Directive 2005/60/EC of the European Parliament and of the Council 
and Commission Directive 2006/70/EC. 
AK DLHOPOLEC AND OTHERS 
 
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act impartially and with professional diligence, to obtain all available 
information on the subject of the entry in the register and to assess that 
information. There are therefore two systems for identifying beneficial owners. 
In practice, that may lead to a situation where beneficial owners under Directive 
2015/849 and Law No 297/2008 and beneficial owners under Law No 315/2016 
are not identical entities. Furthermore, in the referring court’s view, the way in 
which data on beneficial owners are published in the RPSP, in particular the 
publication of the full text of the ‘verification document’ 6 online and its 
availability to any member of the general public, does not ensure the protection of 
fundamental rights and freedoms, as required by Articles 7 and 8 of the Charter in 
the context of the judgment in Luxembourg Business Registers, C-37/20. In the 
legal environment of the Slovak Republic, two registers containing data on 
beneficial owners in fact coexist side by side, with data from the Register 
konečných užívateľov (Register of Beneficial Owners) within the remit of the 
Statistical Office of the Slovak Republic only accessible to persons under an 
obligation under Paragraph 5 of Law No 297/2008 after submitting an application, 
and data on beneficial owners published in the RPSP within the remit of the 
Ministerstvo spravodlivosti (Ministry of Justice, Slovakia) accessible online to 
any member of the general public. That situation should also not be permissible in 
the light of the case-law of the Court of Justice, according to which it follows both 
from the need for uniform application of EU law and from the principle of 
equality that the terms of a provision of EU law which makes no express reference 
to the law of the Member States for the purpose of determining its meaning and 
scope must normally be given an autonomous and uniform interpretation 
throughout the European Union, which must take into account the context of that 
provision and the objective pursued by the legislation in question (see, for 
example, judgments in: Saudaçor, C-174/14, paragraph 52; Czech Republic v 
Commission, C-4/17 P, paragraph 43). 
21 In the light of the foregoing, the referring court decided that, in the interest of 
consistent interpretation of the relevant provisions of Law No 315/2016, it 
 
6 The verification document contains a number of items of information relating to the 
identification of the beneficial users and verification of the identification thereof. In particular, 
the authorised person must 
 - state reasons for the information on the basis of which he or she identified or verified the 
beneficial owner, 
 - state the ownership and management structure of the public sector partner, if it is a legal 
person, 
 - list public officials who are part of the ownership or management structure of the private 
sector partner, if he or she has or could have had knowledge of them, together with a definition 
of the public function, 
 - declare that the facts specified in the verification document correspond to the facts actually 
established by him or her. 
 The verification document cannot contain a commonly used identifier. 
REQUEST FOR A PRELIMINARY RULING OF 3. 9. 2024 – CASE C-590/24 
 
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considered it appropriate and necessary to refer to the Court of Justice for a 
preliminary ruling the questions set out in point I. of the operative part of 
this order. 
The first, second and third questions referred: 
22 Law No 315/2016, inter alia, amended the Law on public procurement and 
introduced a requirement on the contracting authority to take account, in public 
procurement contracts, of whether the tenderer, and also the tenderer’s 
subcontractor, is registered in the RPSP. The above provisions also apply to 
persons resident or established in another Member State (as explained in 
paragraph 18 of this order). Article 57 of Directive 2014/24/EU sets out 
mandatory and optional grounds for exclusion from a public contract, and 
Article 58 sets out other public contract selection criteria, which may concern 
suitability to pursue the professional activity, economic and financial standing and 
technical and professional ability, provided that they are related and 
proportionate to the subject matter of the contract. Although one of the grounds 
for exclusion from public procurement is money laundering or terrorist financing, 
as recalled above, Law No 315/2016 was not adopted to transpose Directive 
2015/849. Moreover, in the case at issue, inaccuracy of the public sector partner’s 
beneficial owner data was not even demonstrated. Similarly, Directive 
2014/23/EU introduces the principles of equal treatment, non-discrimination and 
transparency in Article 3, lays down the rules on the selection and qualitative 
assessment of candidates applying for a concession in Article 38 (including 
mandatory and optional grounds for excluding an economic operator) and lays 
down in Article 41 the award criteria, which are to comply with the principles set 
out in Article 3 and ensure that tenders are assessed in conditions of effective 
competition. The referring court considered that the answers to the first three 
questions are crucial in assessing whether any removal from the RPSP, as a 
secondary consequence of failure to pay the fine imposed on the public sector 
partner, is consistent with EU law governing the functioning of the common 
internal market and EU law governing the field of public procurement. 
The third, fourth and fifth questions referred: 
23 Paragraph 13(1) of Law No 315/2016 provides for a fine as the basic penalty, but 
then goes on to set out in other provisions other legal consequences which may 
arise for the public sector partner, the authorised person and the executive director 
as a result of the imposition of a fine. The definition of what act, action or 
omission may be penalised and what penalty is imposed for that legally 
reprehensible conduct should meet the requirements relating to a certain degree of 
precision and foreseeability. The amount and severity of the penalty should also 
be appropriate to the seriousness of the offence and reflect the consequences 
which the offence has for other persons or the public interest protected by law. In 
connection with the fine imposed in the present case, the referring court therefore 
considers it important to consider the requirements arising from the principles of 
the rule of law and legal certainty and the proportionality of the penalty to the 
AK DLHOPOLEC AND OTHERS 
 
13 
offence committed, which also arise from EU law (see, for example, judgment in 
Landespolizeidirektion Steiermark and Others (Gaming machines), C-231/20, 
paragraph 45). 
24 Paragraph 13(1)(a) governs a number of separate acts which are regarded as 
offences – providing inaccurate or incomplete information about the beneficial 
owner or public officials of the Slovak Republic who are part of the ownership or 
management structure of the public sector partner, failure to comply with the 
requirement to submit an application to make changes to the data entered in the 
register concerning beneficial owners within 60 days from the date on which the 
change occurred, and infringement of the prohibition on performing the activities 
of an authorised person for reasons undermining impartiality. It provides for the 
same penalty for all of the above offences, regardless of the individual 
circumstances concerning the specific public sector partner or specific authorised 
person, the manner and seriousness of the commission of the offence and the 
consequences for the public interest. In particular, in this case it was not 
demonstrated or claimed that the data concerning the beneficial owner 
(which are deemed crucial for the transparency of property relations in the public 
sector) entered in respect of the public sector partner in the RPSP are incorrect or 
incomplete. Only the impartiality of the authorised person is called into question. 
25 Law No 315/2016 primarily provides for the imposition of a fine in the amount 
of the economic benefit obtained by the public sector partner, with no possibility 
of moderating that fine. With regard to the principle of proportionality, the law 
contains a provision enabling the authority imposing the fine to take into account 
the nature, seriousness, manner and effects of the infringement of the obligation 
(Paragraph 13(6), cited in paragraph 4 of this order), but on the other requires the 
imposition of a fine in the exact amount of the economic benefit, without taking 
into account the circumstances forming the basis for the imposition of the fine. In 
the event that the economic benefit cannot be determined, the law provides for the 
imposition of a fine of EUR 10 000 to EUR 1 000 000. Consequently, an 
individual assessment under Paragraph 13(6) of Law No 315/2016 can in practice 
only be applied if the amount of the economic benefit cannot be determined and a 
fine is imposed within the statutory scope. As regards the method for imposing a 
penalty depending on the economic benefit, the impossibility of taking account of 
the individual circumstances of the commission of a particular offence, its 
seriousness and the effects caused to the public interest, the lack of an upper limit 
on the amount of such a penalty, and the impossibility of its moderation by the 
authority imposing the penalty, give rise to doubts as to the proportionality of 
such a penalty. That is so in particular when account is taken of the fact that a 
public sector partner also faces other negative consequences (removal from the 
RPSP or withdrawal from the contract), which the competent authority cannot 
foresee at the time it adopts the decision to impose a penalty, and in the case of 
withdrawal from the contract, even the penalised party cannot prevent those 
consequences by its own actions (because the right to withdraw from the contract 
lies with the public sector entity, that is to say the other party to the contract). 
REQUEST FOR A PRELIMINARY RULING OF 3. 9. 2024 – CASE C-590/24 
 
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26 Moreover, the wording of the Law No 315/2016 itself does not expressly state 
whether a benefit obtained on the basis of a contract or contracts with the 
public sector (that is to say a contract or contracts for which entry in the RPSP 
was a condition of conclusion) must be regarded as an economic benefit, or 
whether the economic result of the entire commercial and economic activity 
of the penalised entity should be taken into account. Similarly, Law 
No 315/2016 does not expressly indicate the period within which the economic 
benefit of the penalised entity is to be examined, namely whether it is the period 
from the moment of entry in RPSP, or from the conclusion of the contract, or 
whether it is the period of the calendar year preceding the year in which the 
penalty was imposed. In interpreting the concept of economic benefit, the lower 
courts (district and regional) relied on the explanatory memorandum to Law 
No 315/2016 and found that an economic benefit is the profit generated by the 
public sector partner from the relevant transactions with the public sector in the 
period from the entry of the public sector partner in the RPSP to the time of the 
initiation of the proceedings to impose a penalty. It is therefore legitimate to ask 
whether the existence of an explanatory memorandum or the application of an 
interpretation consistent with the explanatory memorandum to Law No 315/2016 
meets the requirement relating legal certainty from the perspective of the 
penalised party and whether or not it undermines the right of the penalised 
party to know in advance what penalty he or she faces in the event of 
committing an offence. That is particularly so in this case where the expert report 
commissioned showed that the result of the public sector partner’s business 
activity with the public sector was a loss of EUR 295 850.65, but the overall 
result of the public sector partner’s business activity (both with the public sector 
and with entities outside the public sector) was positive, that is to say a profit was 
demonstrated. In the case at issue, after finding a negative economic result from 
the transaction with the public sector, the adjudicating courts (district and 
regional) proceeded to impose a penalty pursuant to second part of the sentence 
after the semicolon of Paragraph 13(a) of Law No 315/2016 (cited above in 
paragraph 4 of this order). In the appeal, the parties call into question the 
applicability of that part of the provision because an economic benefit could be 
established, but the established economic benefit was negative, that is to say a loss 
was demonstrated. They also note that if the established economic benefit 
amounted to EUR 1, the public sector partner would paradoxically be in a more 
favourable position in terms of imposition of a fine than in a situation where a 
negative economic benefit was established and a fine of EUR 10 000 to 
EUR 1 000 000 was imposed on it. The referring court considers the answers to 
the third to fifth questions to be crucial in assessing whether the fine thus 
imposed, together with the threat of other potential secondary consequences of the 
fine described in paragraphs 12 to 15 of this order, can be regarded as a 
foreseeable and proportionate consequence of the offence committed in respect of 
the parties penalised and, thus, whether such imposition of a fine is consistent 
with the principles relating to penalties arising from EU law (see, for example, 
judgment in ECOTEX BULGARIA, C-544/19, paragraphs 96 to 100). 
The sixth question referred: 
AK DLHOPOLEC AND OTHERS 
 
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27 In the case at issue, the fines were imposed on the public sector partner, the 
authorised person and the executive directors for the same reason, namely for an 
infringement of the prohibition on acting as an authorised person under 
Paragraph 19 of Law No 315/2016. Thus, in the case of the authorised person, it is 
an infringement of the prohibition which directly concerns his or her person and 
in the case of the public sector partner and the executive directors, the imposition 
of the fine is a penalty for ‘fault’ in selecting an intermediary for the purposes of 
entry in the RPSP. 
28 In the case at issue, the authorised person was excluded by the lower courts 
(district and regional) from acting under Paragraph 19(c) of Law No 315/2016 
(cited above in paragraph 3 of this order). In this case, the courts merely noted the 
existence of a common shareholding of the partner and executive director of the 
authorised person and the partner and executive director of the public sector 
partner in a third commercial company, without stating any other facts which 
would indicate the nature, scope and importance of those business relationships 
(see paragraph 9 of this order for more details). The actual wording of the 
provision in question, Paragraph 19(c) of Law No 315/2016, uses rather vague 
terms: ‘any link’, ‘personal ties’, ‘property ties’, ‘may call into question’, which, 
combined with the enumerative nature (use of the particle ‘inter alia’) of the 
grounds for exclusion of impartiality, creates rather broad scope to interpret that 
provision. However, Law No 315/2016 does not lay down more specific criteria 
regarding the quality, nature, duration or closeness of the relationship or ‘tie’ 
which should be considered so serious as to give rise to doubts about the 
impartiality of the authorised person. In practice, various situations may arise (for 
example, occasional business meetings, joint studies at university, participation in 
the statutory or supervisory bodies of legal persons, being partners or shareholders 
in the same company or members of the same cooperative) which will need to be 
assessed in terms of whether they automatically exclude the impartiality of the 
authorised person. 
29 As has been noted (in paragraph 9 of this order), the lower courts, in assessing the 
authorised person’s impartiality, were ‘inspired’ by the criteria for assessing the 
independence of courts or judges. It is not clear from the case-law of the Court of 
Justice concerning impartiality that, for the assessment of the impartiality 
requirement set out, for example, in Article 41 of the Charter, which lays down 
the right to good administration of public affairs (see, for example, judgments of 
the Court of Justice in: HSBC Holdings and Others v Commission, C-883/19 P, 
paragraphs 236 and 237; D & A Pharma v Commission and EMA, C-291/22, 
paragraph 71 et seq.), the criteria for assessing the impartiality of a court or judge, 
based on Article 47 of the Charter, were applied by analogy [see, for example, 
judgment in A.K. and Others (Independence and impartiality of the Disciplinary 
Chamber of the Supreme Court), C-585/18, paragraphs 119 to 129]. 
30 In general, two aspects can be taken into account when assessing impartiality: one 
subjective and one objective. As regards subjective impartiality, an assessment is 
made of the personal (internal) convictions of a particular person, in this case the 
REQUEST FOR A PRELIMINARY RULING OF 3. 9. 2024 – CASE C-590/24 
 
16  
authorised person, as to whether he or she feels independent and impartial and 
whether his or her relationship with the public sector partner makes difficult or 
impossible the objective (independent, impartial) performance of tasks arising 
from Law No 315/2016. From the point of view of objective impartiality, an 
assessment is made as to whether there are safeguards which dispel doubts about 
impartiality or whether there are facts which give rise (on the part of the parties or 
the public) to reasonable doubts about the impartiality of the authorised person. In 
that regard, it should be noted that even when assessing the impartiality of a judge 
from an objective point of view, the mere existence of ‘ties’ or ‘relationships’ of 
a judge with the parties or the parties’ representatives, in the absence of 
additional circumstances, does not automatically mean that the judge is 
excluded from the proceedings. It must be a ‘tie’ or ‘relationship’ of such a nature 
and seriousness as to give rise to legitimate and justified concerns as to the 
judge’s lack of impartiality. Those concerns must be sufficiently specific and 
sufficiently serious to give rise to reasonable doubts, even in the mind of an 
independent observer, as to the impartiality of the judge. The activity of an 
authorised person under Law No 315/2016 differs in nature from that of a judge. It 
is based on a contractual relationship between the client and the provider of 
professional services. Also, the scope of the data provided by the public sector 
partner for the purpose of verifying the beneficial owner (see paragraphs 18 and 
20 of this order) requires a certain degree of mutual trust. It is therefore natural for 
lawyers, notaries, tax advisors, auditors and other persons authorised to perform 
that activity to perform that activity on behalf of their existing clients from a law 
firm or a notary’s, tax advisor’s or auditor’s office. Provision for this is also made 
in Law No 315/2016 itself, which in the second sentence of Paragraph 19(c) states 
that ‘a relationship which could undermine the authorised person’s impartiality is 
not a relationship between a public sector partner and an authorised person when 
performing activities under separate provisions’, while the explanatory notes 
refer to the separate provisions as provisions governing the activities of lawyers, 
notaries, tax advisors, auditors, etc. 
31 It can be concluded that the rule contained in the provision in question, 
Paragraph 19(c), creates such a wide margin of discretion for the authority 
imposing the penalty that it is very difficult for the persons concerned to foresee 
what will be considered a ‘relationship’ or ‘tie’ which excludes the impartiality of 
the authorised person. The ambiguity of interpretation in that regard has been 
recognised by the courts themselves. […] [quote from the district court’s decision] 
The interpretation is also not helped by the explanatory memorandum to Law 
No 315/2016, which […] [text of a fragment of the explanatory memorandum] de 
facto merely changed the wording of the provision […]. 
32 The answer to the sixth question was considered by the referring court to be 
crucial in assessing whether the imposition of a fine, as in the present case, based 
on an interpretation of the requirements on the impartiality of the authorised 
person, can be considered foreseeable and proportionate, and thus whether such 
an imposition of a fine is compatible with the principles relating imposition of 
penalties, as required by EU law. 
AK DLHOPOLEC AND OTHERS 
 
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[…] [staying of proceedings, information on lodging an appeal and names of the 
judges]