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New Law on Transformations of Commercial Companies and Cooperatives and New Institute of Spin-off Within the Change of Legal Form by Division

New Law on Transformations of Commercial Companies and Cooperatives and New Institute of Spin-off Within the Change of Legal Form by Division

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The new law (Act No. 309/2023 Coll.) introduces a new comprehensive regulation of national and cross-border transformations of commercial companies and cooperatives in a special law. Most of the provisions will enter into force on 1 March 2024.

The law transposes Directive (EU) 2019/2121 of the European Parliament and of the Council and, among other things, introduces the following new institutes:

  1. Spin-off – an institute corresponding to a partial division, when the divided company does not disappear and part of it is separated into another company (amalgamation spin-off) or into one or more newly founded companies (merger spin-off), or a combination of amalgamation and merger.

According to the current legislation, the division could only be carried out if the original company ceased to exist, which caused problems especially regarding the impossibility of transferring licences and permits. Now it will be possible to keep the divided company as an existing company with all permits, licences, etc., and part of the company will simply be spun off into a new or existing company.

  1. Cross-border division – division of a company when the successor company is a newly incorporated company and at least one participating company is registered in another EU Member State.
  2. Cross-border change of legal form – the company changes its registered office from one Member State to another and its legal form also changes in accordance with the law of the state in which the new registered office is located.

By Petra Markova, Counsel, Eversheds Sutherland

Eversheds Sutherland at a Glance

Eversheds Sutherland with offices in Bratislava and Prague and as part of an international network, provides comprehensive legal advice also in foreign jurisdictions.

Our team consists of a total of more than 40 lawyers in the Czech Republic and Slovakia, most of whom have previously worked at major international and local law firms and have extensive experience in particular in the areas of corporate law, including mergers and acquisitions, capital markets, real estate, employment law, competition law, litigation and arbitration, energy, infrastructure, as well as environmental and ESG law.

Our advisory services are offered in Slovak, German, Czech and English language. Members of our team include attorneys registered with the Austrian Bar Association. On this basis, and because we are part of Eversheds Sutherland, we are also able to offer extensive legal support on various foreign legal issues.

We listen to our clients, we understand their business and we also understand what they need. So we can always find the best solution for the particular situation. We work quickly, efficiently and take responsibility for our work.

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