1. Contract
2. Trade name
3. Rights of ownership
4. Protocol of acceptance

1. Contract

Under the contract, the following is transferred from the seller to the buyer:

• liabilities;
• rights of ownership;
• assets;
• rights conferred by industrial or intellectual property relating to the seller’s business;
• rights and obligations stemming from employment relationship with employees.

2. Trade name

Unless in conflict with a law or the right of a third party, the right to use the trade name passes from the seller to the buyer. If the sale is conducted between natural persons, the right to use the trade name may pass to the buyer, if agreed in the contract, and only with an addendum indicating the succession in business.

3. Rights of ownership

The items that are subject of the sale must be handed over by the seller to the buyer on the effective date of the contract. Their acceptance is recorded in the protocol of acceptance, which must be signed by both parties. The buyer assumes the right of ownership and risk of loss or damage regarding the assets as of the effective date of the contract. If the subject of the sale is immovable property, the right of ownership is transferred to the buyer upon submission of the application for registration of the right of ownership in the land register.

4. Protocol of acceptance

If aware of any deficiencies in the assets, rights or other valuables, which are transferred to the buyer, the seller is obliged to notify the buyer at the latest in the protocol of acceptance of the assets. A failure to do so results in liability for any damages that could have been prevented by such a notice. Missing assets are also to be included in the protocol. Missing assets are assets registered in the books and in the contract as part of the assets of the enterprise being sold, but not handed over to the buyer.

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 Commercial 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.