Amendment to the Commercial Code will bring changes regarding the transfer of majority shareholding
The law amendment especially regulates the moment when the transfer of a majority shareholding in a limited liability company takes effect.
On 16 March 2022, the National Council of the Slovak Republic approved Act No. 111/2022 Coll. on Resolving Imminent Bankruptcy and on Amendments to Certain Acts (“Amendment” “Act”), which among other things, is to amend the provisions of Section 115 para. 5 of Act No. 513/1991 Coll., the Commercial Code (the "Commercial Code") concerning the effects of the transfer of a majority shareholding in a limited liability company. The Act was published in the Collection of Laws of the Slovak Republic on April 6, 2022, and thus entered into force on that day.
The aforementioned Amendment to the Commercial Code regulates the moment when the transfer of a majority shareholding in a limited liability company takes effect. After the new one, the effects of the transfer of a majority shareholding towards the company are to take effect from the date of delivery of the share purchase agreement to the company, not as previously as of the moment of registration in the commercial register.
Registration of the transfer of any business share, i.e. minority or majority in the relevant commercial register will thus only have a declaratory / certifying effect (the commercial register will only confirm the legal state that has already arisen earlier).
Still in force, however, is the provision of the Commercial Code which states that if the Commercial Code or the articles of association of the company require the consent of the general meeting for the transfer of the business share, the effectiveness of such transfer of the business share does not come into effect until the general meeting of the company has given its consent to such a transfer.
The modification of the moment of entry into force of the effects of the transfer of the majority share will harmonize with the modification of the entry into force of the effects of the transfer of the minority share, i.e. the effects of the transfer of both the minority and the majority share will come into force, as mentioned above, at the moment of delivery of the share purchase agreement to the company.
The Amendment to the Commercial Code also omits the obligation to submit to the registry court the consent of the tax administrator, or the obligation to submit a declaration of the transferor and the transferee that the transferor or the transferee does not have such an obligation under the Commercial Code. The above-mentioned changes will administratively simplify the registration of a change in the person of a shareholder.
The above-mentioned amendments to the Commercial Code will enter into force on July 17, 2022.