NEWS & INSIGHTS

Up-to-date.

June 2023 – The Government of the Slovak Republic has introduced a draft law on the conversions of companies and cooperatives (the Draft Law) that implements EU Directive 2019/2121, amending Directive 2017/1132 with regard to cross-border conversions, mergers and divisions (the Directive). The Draft Law aims to create a unified, comprehensive and clear legal framework for both domestic and cross-border mergers, divisions and changes of legal form, which should completely replace the current legal framework contained in the Slovak Commercial Code.

The Draft Law, which is proposed to take effect 1 March 2024, is currently in the early stage of the legislative procedure, and therefore the final wording of the legislation may differ from the submitted draft.

The aim of this article is to summarise the main changes that the Draft Law proposes with regard to domestic conversions of Slovak companies and to point out the main benefits and obstacles we perceive in connection with the proposed new legislation.

New instruments

The Draft Law introduces several new instruments:

• conversion (in Slovak: premena) as a new common term for a merger and division;
• conversion project (in Slovak: projekt premeny) as a term replacing merger agreement (in Slovak: zmluva o zlúčení/splynutí) and division project (in Slovak: project rozdelenia);
• partial division (in Slovak: odštiepenie) as a new instrument allowed only for limited liability companies and joint-stock companies;
• cross-border division as a new instrument to support the cross-border mobility of companies within the European Union;
• cross-border change of legal form as a new instrument required by the Directive.

Key benefits and possible obstacles

From our point of view, the main benefits and possible obstacles of the Draft Law are:

Simple step-by-step plan outlining the main steps in relation to the conversion process for Slovak companies under the Draft Law