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:
- 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.
- 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.
- 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