Even Slovakia finally sees the establishment of a procedural framework for the "relocation" of companies to/from other EU Member States as well as the introduction of the possibility of spin-offs (i.e. a division of a company with a preservation of the existence of the company to be divided). Newly adopted framework is being introduced by Act No. 309/2023 Coll. on Conversion of Companies and Cooperatives and on amendment and supplementation of certain acts (hereinafter referred to as the "Act"), which implemented the relevant European Directive into the legal order of the Slovak Republic.





The new Act on Conversions of Companies and Cooperatives will thus comprehensively regulate the rules for domestic and cross-border mergers by the formation, mergers by acquisition, divisions and changes of legal form, and so replace to a large extent the previous legislation, contained in the Act No. 513/1991 Coll. Commercial Code as amended.

It is positive that, in contrast to the existing legislation, which has been amended from time to time and often unsystematically, the new Act brings a coherent and unified set of legal rules, oriented towards the issue of domestic and cross-border conversions of companies in the Slovak Republic (particularly, a unified procedural regulation was up to now noticeably absent in the national legal order).

The newly adopted text of the Act is based, to a substantial extent, on the text of the existing provisions of the Commercial Code, to which, in accordance with the newly introduced rules, adds new procedures for "domestic" as well as cross-border conversions of companies in order to improve their efficiency and overall quality.



According to the text of the newly adopted Act, the conversion of a company means:

The Act also enriches the current Slovak legislation with the above-mentioned new and long-awaited possibilities of conversion of companies, which have not been explicitly regulated by the Slovak legal system so far (e.g. spin-off, cross-border division, cross-border change of legal form, etc.).
 

Several deadlines are shortened

At the same time, a number of deadlines relating to the process of company conversion are being shortened, e.g. the minimum time limit for the publication of mandatory data in the registered office or on the company's website is reduced from the previous 60 days to 6 weeks. Similarly, the time limit for notifying the mortgagee of the drafting of the conversion project is reduced from 60 days to 30 days before the date of the general meeting to decide on the approval of the conversion project.
 

Entry into force

The Act will come into force in a phased manner over a number of time intervals from the time of the initial entry into force, i.e. 1 August 2023, 1 January 2024, 1 March 2024 and 1 January 2025.

In view of the above presented significance of changes in the field of cross-border conversions of companies and the associated legal and administrative complexity, we therefore recommend in the same breath to consider engaging an experienced team of experts who will help you in the future to overcome the application problems associated with the adoption of the above-mentioned legislation, in order to increase the prosperity and quality of management of your company.