Updated 04. 2010
The takeover of another firm is regulated under the Commercial Code.
Types of takeover
If a person or a company decides to take over another company, they may do it in two ways:
- Through a contract on selling a company - the seller transfers right of ownership and other rights and assets to the buyer. The buyer takes on the liabilities and obligations of the seller and pays a purchase price;
- Through the transfer of a business share in the legal entity or through the merger of one company with another. This method applies only to legal entities.
The transfer of a business share depends on the type of company
Limited partnership - the contribution of the limited partner, i.e. the partner responsible for the liabilities of the company only up to a specific amount, may be transferred on the basis of a contract on the transfer of a contribution.
The consent of the other partners is required, if they do not give it in the Memorandum of Association. If there is a change of general partner, i.e. the partner with personal responsibility for the liabilities of the company, the partners must give their consent and the Memorandum of Association must be amended.
General partnership - an amendment to the Memorandum of Association is required. General partnerships must have at least two partners. The partners jointly and severally guarantee the liabilities of the company with all of their assets.
Joint stock company
In a joint stock company (akciová spoločnosť - a.s.) - the ownership structure is changed through the buying and selling of shares. This happens directly on the stock exchange, if the shares are publicly tradable. If they are not, change takes place through a contract on the purchase of shares between a buyer and a seller.
Limited liability company
Limited liability company (s.r.o.) - a change of partners takes place either through the transfer of a business share or through an amendment to the partnership agreement, although all partners must agree to the change. The transfer of a business share normally requires approval of the AGM. The Memorandum of Association governs the transfer process.
A cooperative must have at least five members. This does not apply where its members include at least two legal entities. A member share may be transferred by transferring the rights and obligations of the member, provided this is not forbidden by the rules of the cooperative. The rules may specify more detailed conditions for joining a cooperative.
Retiring business owners need to plan the transfer of their business in advance.
Some standard requirements to be completed when taking over a business are the same as when setting up a new business.
A natural person or legal entity notifies a trade or submits an application for a concession certificate to a Trade Licensing Office,
A trade licence will be created for a legal entity not yet entered in the Commercial Register on the date of entry in the Commercial Register. Applications for entry in a Commercial Register must be submitted within 90 days of setting up a company or receiving a trading licence, concession certificate or other business licence,
Applications for a company to be entered in a Commercial Register and applications for a deed to be placed in the Collection of Deeds may also be submitted electronically; applications for initial entry must be signed using the secure electronic signature of the applicant.
You must not forget to declare the company in the Register of Employers kept by the relevant branch of the Social Insurance Agency. This must be done within eight days of the day on which you start to employ at least one employee. In the opposite case, you should remove the company from this register within eight days of the day on which you cease to employ any employees.
You may also reporting the setting up of a new business and register it with the tax authority electronically.
You must inform the National Labour Office of any transformation of the company, in accordance with the current Labour Code,
The role of a one-stop shop is fulfilled by Trade Licensing Offices, which means that they provide the following services:
registration of the taxpayer with the tax authority and notification of the setting up of a workplace;
registration in the mandatory health insurance system. At Trade Licensing Offices, individuals may also notify changes in respect of the payer of insurance for a self-employed person.