The Company Split

The company split in Slovakia requires that the projected dissolution must be subject to approval. The project must include the following matters: the specification of corporate assets, commercial obligations of the dissolved company and the split out of parts, which are transferedbetween members of legal assignees. 

We have plenty of experience with providing legal service in the field of business law. Our clients are natural persons and legal persons coming from Slovakia and clients from the international environment. 

The company split is a process of the dissolution of a company as a result of the wind up of a company without liquidation. The Commercial Codex distinguishes between two forms of the company split: merger and acquisition. The merger means that the capital is transferring between two or more companies, which have already existed. Against it, the acquisition means that the capital is transferring between two or more new established companies. In both forms, companies must have the same legal form of business (occasionally the law allows exceptions) and they become legal assignees. 

Also they guarantee up to their assets the obligations of the dissolved company and they are liable for obligations jointly and severally. A creditor is allowed to recover debt from any of them. 

The members of a dissolved company become the members of legal assignees, unless otherwise agreed between the parties. 

A deed of foundation has to be changed as a result of the merger if it is required. In case it is not part of the project of the company split, it has to be considered in the project of the merger. 

Finally, there is a submission of a registration form to the Commercial Register – the company split will be legally enforceable at the date of registration. It requires submissions of registration forms from the dissolved company and legal assignees.