Yesterday (05/04/2022), we brought you (click and read) an article on the procedure for transferring a majority business interest. We are pleased to bring you an encouraging update – on 06/04/2022, an indirect amendment to the Commercial Code was published in the Collection of Laws, significantly changing the obligations of the parties and the effect of the transfer of a majority business interest:
- The legislator understood that attaching declarations by the transferor and transferee regarding the absence of tax arrears, as well as the consent of the tax administrator to the transfer of such a majority business interest, was unnecessary work, and the obligation to submit these documents is abolished, as is
- The effect of the transfer of a majority business interest does not occur only upon registration in the Commercial Register, but already upon the conclusion of the transfer agreement and its submission to the company. Thus, a constitutive registration becomes merely declaratory.
We personally welcome this change (the amendment will take effect on 17/07/2022), which will simplify the working lives not only of you (transferors and transferees), but also of us lawyers.
Do you need to transfer a business interest? WRITE TO US: skypalova@skylex.sk
For fellow lawyers, a brief aid from the indirect amendment, Act No. 111/2022 Coll. on addressing impending insolvency:
Section 115(5) reads: „(5) The effects of the transfer of a business interest under paragraphs 1 and 2 take effect vis-à-vis the company on the date of delivery of the agreement on the transfer of the business interest to the company, unless they take effect only at a later date under the agreement, but not earlier than when the general meeting gives its consent to the transfer of the business interest, if the consent of the general meeting to the transfer of the business interest is required under the law or the articles of association.
Paragraphs 6 to 11 are deleted from Section 115. The current paragraph 12 is designated as paragraph 6.
06/04/2022, JUDr. Zuzana Skýpalová, attorney and owner of SKYLEX Attorneys
