Change of the company’s legal form in Slovakia

The change of legal form, also known as the transformation of legal form, does not require the dissolution of the existing company in Slovakia since 2002. Following the amendment of the Commercial Code, a principle of “free transformation” applies, allowing a company to change its legal form to any other company or cooperative. However, this process involves significant changes in the legal relationships and status of partners within the company, and several conditions and requirements are imposed by law.

Consent from all partners is required for the decision to change the legal form unless otherwise stated by law or the partnership agreement.

If a joint-stock company or a limited liability company is changing its legal form, the statutory body is required to prepare a written report explaining and justifying the change from both legal and economic perspectives. This report must be made available to the partners for review at the company’s headquarters for a specified period determined by law or the partnership agreement. If a supervisory board exists, it will review the report and provide its opinion on the proposed change in legal form.

Based on the agreement of the partners, some partners may lose their participation in the company on the effective date of the change in legal form, and the company will pay them a settlement share.

There is no need to create a separate partnership agreement or founding document, nor to approve the bylaws for the change in legal form.

The effects of the change in the legal form of a company occur upon the registration of the change in the Commercial Register. Once registered, the company or cooperative exists in the legal form to which it has been changed.

We are happy to provide you with detailed information about these and other actions related to the change in legal form, explain how to proceed, and assist you with the actual implementation of the transformation.