Navigation path

Share on 
	Share on Facebook
  
	Tweet it
  
	Share on google+
  
	Share on linkedIn
  
    
      E-mail
Set page to normal font sizeIncrease font size by 200 percentBookmark this pageChoose high-contrast version

Slovakia

Selling on

Updated 04. 2010

Legal requirements

If an individual or company decides to sell a business they are regulated by:

Types of business transfer

Ownership of an item may be acquired:

  • without payment,
  • in return for a payment

Payment-free transfer

With a payment-free transfer ownership is acquired:

  •  by donation or by another form of agreement - ownership comes into being with the taking over of the item, unless the participants agree otherwise. Ownership of real estate is acquired through an entry in the Land Registry,
  •  by inheritance,
  •  by a decision of a government body - ownership is not acquired on the day specified in the decision or on the day the decision enters into force.
  •  on the basis of other factors laid down by the law.

Paid transfer

In paid transfer ownership may be acquired:

  • by purchase:
  • contract on selling a business - has the nature of an absolute transaction, i.e. the legal relationships arising from it will always be governed by the provisions of the Commercial Code, regardless of the nature of the parties to the agreement,
  • contract on selling and leasing back - a supplier sells equipment and then leases it back,
  • silent partnership agreement - the silent partner undertakes to make a specific contribution, in return for a share of the net profits.

Business transfers: a step-by-step guide

Limited partnership

Limited partnership (Komanditná spoločnosť - k.s.) - a transfer of ownership contract is used to transfer a limited partner's share. In general, the other partners must approve this, however the Memorandum of Association (spoločenská zmluva) may veto such an agreement. A change of general partner (komplementár) involves an agreed amendment to the Memorandum of Association.

If the involvement of all the limited partners is terminated, the general partners may agree that the limited partnership will be transformed without liquidation into a general partnership.

From the perspective of guarantees, general partners guarantee with all of their assets while limited partners guarantee for the liabilities of the partnership up to the level of their own unpaid contribution, as recorded in the Commercial Register.

General partnership

In a general partnership (Verejná obchodná spoločnosť - v.o.s.), a minimum of two partners must remain in the partnership and this must be recorded in the Memorandum of Association.

If only one partner remains in the partnership, he may take over the assets of the terminated partnership as the legal successor, without liquidation. The decision must be taken within one month.

The partners are jointly and severally liable   for the liabilities of the partnership to the extent of their entire assets.

If a partnership does not lapse with the death of a partner, the heir may register his participation in the partnership within one month of the end of the inheritance proceedings. Registration must be in writing and the signature of the heir must be officially verified.

The share of a deceased partner shall be divided between his heirs in relation to the share they take in the estate. An heir who registers for participation shall become a partner with the share that falls to him in the inheritance.

Joint-stock company

In a joint stock company (Akciová spoločnosť - a.s.) the ownership structure is changed through the buying and selling of shares. If the shares are publicly traded on the stock exchange, a share transfer agreement is used between the seller and buyer.

The AGM of the company may decide on:

  • dissolving the company and amending its legal form,
  • ending trading in the shares of the company on the stock exchange and deciding that the company will cease to be a public joint-stock company,
  • approving agreements on the transfer of the company or agreements on the transfer of part of the company.

Limited liability company

A change of partner involves transferring the partner's business share or amending the Memorandum of Association, with the agreement of all partners. The transfer of a business share is approved by the AGM. Transfers are governed by the Memorandum of Association.

A transfer agreement must be in writing and the signatures on the agreement must be verified. The purchaser must declare that he is acceding to the Memorandum of Association and the statutes thereof, where appropriate. The transferor guarantees the share for the purchaser in return for the payment of a contribution.

Business shares may be inherited. A Memorandum of Association may rule out the inheritance of a business share, if the partnership has more than one partner.

The dividing up of a business share is possible only through transfer or through passing on to an heir or a legal successor to a partner. The dividing up of a share requires the approval of the AGM.

Cooperative

A cooperative (Družstvo) must have a minimum five members. This does not apply where its members include at least two legal entities. The transfer of an ownership share is possible by transferring membership rights and obligations, unless this is precluded by the articles of the cooperative. The articles may specify more precise conditions for joining the cooperative. It is responsible for breaches of obligation to the extent of its entire assets. The members do not guarantee the liabilities of the cooperative.

Incentives

The following are not subject to income tax:

  • income acquired by donation or by inheritance,
  • profit shares paid out after tax by a commercial company or cooperative, or by a similar legal entity abroad,
  • settlement shares and shares in the liquidated surplus assets of a commercial company or cooperative,
  • income resulting from the acquisition of new shares through the dissolution of a taxpayer without liquidation, including swaps, even in cases where the merger, amalgamation or division of a company includes assets of a company with a registered office in a Member State of the European Union.

Taking over an existing company is a worthwhile alternative to setting up a new business.

Administrative procedures

Business transfer procedures

Following a company transfer, the Commercial Register, must be contacted to register the changes.

Prior to registering a general partnership the Registering Court shall check whether:

  • the partnership agreement includes the particulars required under specific Acts,
  • the partnership agreement mentions at least two partners,
  • the partnership agreement has been signed by all partners and the signatures have been verified.

Applications for registering changes to limited liability companies must include the following attachments:

  • Memorandum of Association (spoločenská zmluva), statutes or deed demonstrating authorisation to perform the business activities to be entered in the Commercial Register as the area of business

When registering a limited partnership the Registering Court will verify whether:

  • the partnership agreement contains all the necessary particulars
  • there is at least one general partner and one limited partner
  • the agreement has been signed by all of the partners
  • the level of contributions of each limited partner comply with the specific legislation

Before registering a cooperative, the Registering Court will verify whether:

  • the statutes of the cooperative comply with the law
  • there is a full complement of cooperative members
  • the amount of the capital base is stated in the statutes of the cooperative

After checking the documents, an entry is made in the Commercial Register within five days. At the same time the Court issues or sends out, immediately after completing registration, an excerpt from the Commercial Register, and publishes the contents of the excerpt in the Trade Journal.

Help & advice

Help & advice

Advice in the area of transferring company ownership is provided by:

E-mail a business organisation near you

The EU runs a network (Enterprise Europe Network) of local business organisations in most European countries that may be able to help you.

Choose your country and town and enter your enquiry below.

Country

Austria

Feldkirch

Graz

Innsbruck

Klagenfurt

Linz

Salzburg

Wien

Belgium

Antwerpen

Arlon

Brugge

Brussels

Charleroi

Gent

Hasselt

Leuven

Libramont

Liège

Mons

Namur

Nivelles

Bulgaria

Dobrich

Plovidiv

Ruse

Sandanski

Sofia

Sofia

Stara Zagora

Vratsa

Yambol

Croatia

Osijek

Rijeka

Split

Varazdin

Zagreb

Cyprus

Nicosia

Czech Republic

Brno

Liberec

Ostrava

Ostrava

Pardubice

Plzen

Praha

Usti nad Labem

Denmark

Aalborg

Copenhagen

Herning

Kolding

Viborg

Estonia

Tallinn

Finland

Helsinki

Oulu

Tampere

Turku

Vantaa

France

Amiens

Annecy

Aulnat

Besançon

Bordeaux

Bourg en Bresse

Caen

Cayenne

Chalons-en-Champagne

Chambéry

Dijon

Fort-de-France

Grenoble

Lille

Limoges

Lyon

Marseille

Marseille

Marseille

Montpellier

Montpellier

Nancy

Nantes

Orléans

Paris

Pointe-à-Pitre

Poitiers

Privas

Rennes

Rouen

Saint-Denis

Saint-Etienne

Strasbourg

Toulouse

Valence

Germany

Berlin

Bremen

Bremenhaven

Chemnitz

Dresden

Düsseldorf

Erfurt

Frankfurt/Oder

Freiburg

Hamburg

Hannover

Kaiserslautern

Kiel

Konstanz

Leipzig

Magdeburg

Mannheim

Mülheim an der Ruhr

München

Potsdam

Reutlingen

Rostock

Saabrücken

Stuttgart

Trier

Ulm

Villingen-Schwenningen

Wiesbaden

Greece

Athens

Heraklion

Ioannina

Kavala

Kozani

Thessaloniki

Tripolis

Volos

Hungary

Budapest

Debrecen

Győr

Nyíregyháza

Pécs

Szeged

Székesfehérvár

Zalaegerszeg

Ireland

Dublin

Italy

Abruzzo

Aosta

Apulia

Apulia

Ascoli Piceno

Basilicata

Bologna

Bologna

Cagliari

Calabria

Calabria

Campania

Catania

Catania

Florence

Genova

Gorizia

Milano

Milano

Milano

Molise

Naples

Naples

Palermo

Palermo

Perugia

Pesaro

Pordenone

Ravenna

Rome

Rovereto

Sassari

Sicily

Terni

Torino

Torino

Torino

Trieste

Trieste

Udine

Venezia

Venezia

Venezia

Latvia

Riga

Lithuania

Kaunas

Klaipėda

Vilnius

Luxembourg

Luxembourg

Malta

Pieta`

Netherlands

Den Haag

Nieuwegein

Norway

Ås

Oslo

Stavanger

Tromsø

Poland

Bialystok

Gdańsk

Kalisz

Katowice

Kielce

Konin

Kraków

Lublin

Lublin

Olsztyn

Opole

Poznań

Rzeszów

Szczawno-Zdrój

Szczecin

Szczecin

Toruń

Warsaw

Warsaw

Wroclaw

Zielona Góra

Łódź

Portugal

Aveiro

Braga

Coimbra

Évora

Faro

Funchal

Lisboa

Ponta Delgada

Porto

Romania

Arad

Bacau

Bucuresti

Cluj-Napoca

Constanta

Craiova

Galati

Iasi

Ramnicu Valcea

Timișoara

Slovakia

Bratislava

Prešov

Slovenia

Koper

Ljubljana

Maribor

Spain

Albacete

Alicante

Badajoz

Barcelona

Bilbao

Bilbao

Ciudad Real

Donostia- San Sebastian

Ferrol

Las Palmas de Gran Canaria

Llanera

Logroño

Madrid

Murcia

Oviedo

Palma

Pamplona

Paterna (Valencia)

Santa Cruz de Tenerife

Santander

Santiago de Compostela

Sevilla

Toledo

Valencia

Valladolid

Vitoria- Gazteiz

Zaragoza

Sweden

Borlänge

Göteborg

Jönköping

Kramfors

Luleå

Malmö

Örebro

Östersund

Stockholm

Umeå

Västerås

Växjö

United Kingdom

Belfast

Bristol

Cambridge

Cardiff

Coventry

Inverness

London

Manchester

Newcastle

Yorkshire and Humber

Enter your message here

* required field (you must enter data here)