In our legal system, there are more ways to cancel the commercial company in Slovakia. One option is the revocation of the company without liquidation. To cancel the commercial company in Slovakia without liquidation is possible only if the capital of the company is transferred to the legal successor, if the company has no assets or if in the case of voluntary dissolution of the company by merger, fusion or division. In this article we will focus our attention on only one of the forms of voluntary dissolution of the company without liquidation, on the merger.
Merger of the company in Slovakia means the process by which the dissolution without liquidation leads to dissolution of one or more companies, and the capital of the merging companies is transferred to another already existing company, which thus becomes the legal successor of the merging companies.
The condition for the merger of companies is that the merging and successor company have the same legal form. The Commercial Code authorizes the only exception, where companies do not have to have the same legal form, if the merging company is a limited company (Ltd.) and the successor company is a joint stock company (JSCo.). After the dissolution of the company without liquidation the company continues in the business of its legal successor.
The whole merger of companies preceds a complex process. Firstly, it is important for the merger of companies to adopt a decision of shareholders who are shareholders of the company at the time of the decision to change the ownership structure of the company. Such a change may have different reasons, whether change of business, future plans of the company, or its overall functioning.
The next step will be the recording and signing of contract on the merger of companies. The contract shall take a form of a notary deed on a legal act. The contract will be signed before a notary by future leaders of the future company. In the contract is set the date on which arise effects of the merger. This contract creates a new company to which it is necessary to make a new social contract.
Trading company which is canceled by the merger, is required to close its accounting books and prepare extraordinary financial statements to the date preceding decisive for merging companies.
Trading company terminates upon the deletion from the Commercial Register and on the same date is created a new company by the merger. Capital of the dissolved company is transferred to the successor company upon registration in the Commercial Register.
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