How to proceed when changing the corporate form of a company:

1. Decision concerning the change of corporate form
2. Report of the statutory body
3. Opinion of the supervisory body
4. Termination of membership in a company
5. Registering a change of corporate form in the Commercial Register
6. Protection of creditors

1. Decision concerning the change of corporate form

A change of corporate form shall be approved by the respective supreme body of the company (depending on the corporate form – partners, general meeting, member’s meeting). The Commercial Code requires an approval of the decision by all members, unless its provisions governing individual corporate forms of companies (or specific legislation for specific types of entities) requires a different quorum or a different quorum is defined in the memorandum of association.

A change of corporate form does not require conclusion of a special memorandum of association or deed of incorporation and approval of articles of association/incorporation.

2. Report of the statutory body

If the change of corporate form involves a company with share capital, the statutory body shall prepare a written report for the members explaining and justifying, from the legal and economic points of view, the proposed change of the corporate form. The report shall be made available for consultation to the members in the registered office of the company for at least the period defined in the Commercial Code or memorandum of association (articles of association) as the period for the invitation to or publication of a notification of a meeting of the respective supreme body of the company (partners, general meeting, members’ meeting). Each member shall have the right to request a copy of the report or request that it be sent to a specified address.

3. Opinion of the supervisory body

The supervisory board, if established, shall review the report of the statutory body and submit its position on the intended change of corporate form.

4. Termination of membership in a company

The process of changing a corporate form may also be associated with an agreement on termination of membership in the company as of the date the change of corporate form takes effect (i.e. on the day of its registration in the Commercial Register), subject to repayment of the shares.

5. Registering a change of corporate form in the Commercial Register and its effects

In order to register a change of corporate form, two forms shall be used and completed:

• A change form – to be used for deletion of registered data on a company or cooperative due to a change of corporate form. The change form to be used shall be the one designated for the corporate form of a company (cooperative) under which it has been operating before changing the corporate form.

• Initial registration form – to be used for registration of data. The form to be used shall be the one designated for the proposed new corporate form of a company or a cooperative.

The filing shall be submitted electronically (Only in Slovak). The fee for electronic filing is EUR 165.

Application for registration of a change of corporate form in the Commercial Register shall be accompanied by:

• a decision on the change of corporate form;
• memorandum of association or articles of association as approved by the decision on the change of corporate form;
• a decision of the supervisory board on the election of members of the board of directors, if a company is changing the corporate form to a joint-stock company and if, in line with the articles of association, the board of directors is elected by the supervisory board;
• expert opinion, if the company changes its corporate form to a company or cooperative, the establishment of which requires pledging of contributions by the members to the company, confirming that the value of the company's registered capital as of the date of processing the draft decision on the change of corporate form corresponds to the amount of contributions to a company or cooperative after a change of corporate form;
• other document certifying facts under specific legislation for a change of corporate form.

Deadlines

The statutory body shall be obliged to file an application for registration of a change of corporate form,no later than 30 days from the date specified in the decision of the members or a company body, cooperative body or other registered person, otherwise file an application for a change of registered data or a proposal for deletion of registered data from the day when the decision was taken or from the date the legal facts take effect.

A change of corporate form shall take effect upon registration of the change in the Commercial Register. Once the change of corporate form has been registered in the Commercial Register, the company or cooperative shall exist in its new corporate form.

6. Protection of creditors

The Commercial Code stipulates that where a company with share capital changes its corporate form to a company with no registered capital or with lower registered capital, the statutory body of the company shall give notice of the reorganisation within 30 days from the effective date thereof (i.e. registration of the change in the Commercial Register), to all the known creditors of the company, whose claims towards the company arose prior to the date of publication of the notification in the Commercial Journal.

Such notification shall be published in the Commercial Journal twice with at least 30 days in between and together with an invitation to creditors to register their claims against the company and which were not due for payment as of the effective date of change of the corporate form.

Explanatory laws:

• Commercial Code (Act No 513/1991, the Commercial Code, as amended);
• Act No 530/2003 on the Commercial Register and amending certain acts, as amended;
• Implementing Decree of the Ministry of Justice of the Slovak Republic No 25/2004 providing the model forms for the filing of application for registration in the Companies Register and the list of documents to be accompanying the application for registration;
• Act of the Slovak National Council No 71/1992 on judicial fees and on the fee for an extract from the judicial record, as amended;
• Act of the National Council of the Slovak Republic No 145/1995 on administrative fees, as amended;
• Act No 455/1991 on trade licensing (Trading Act), as amended;
• Act No 563/2009 on administration of taxes (Tax Order) and amending certain acts, as amended.