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Business Companies and Co-operatives

Termination of a Business Activity

In case if capital of a business company is not acquired by its legal successor, or unless specified by special act otherwise, liquidation of the company is required before the termination of the legal entity.

Liquidation of the company is one of the legal methods that precedes company termination, based on decision of the competent body on termination by liquidation (without legal succession).

Its purpose is to discover all the property of the company, to pay obligations to creditors and eventually to distribute the liquidation balance between the members.

After the distribution of liquidation balance an application is filed for deletion of the company from the Companies Register.

It is a relatively lengthy process that often takes more than a year.

  1. We provide full legal counselling regarding dissolution of a limited liability company
  2. We can prepare a notarial deed certifying the process of the meeting of company members on dissolution of the company and appointment of the liquidator
  3. We can prepare all other documents necessary for dissolution of a company
  4. We can prepare and file the application for deleting the company from the Companies Register
Founding of a Business Company

Services provided:

  • Forming of a limited liability company (s.r.o.)
  • Forming of a joint stock company (a.s.)
  • Forming of a limited partnership (k.s.)
  • Forming of a general commercial partnerships/unlimited partnerships (v.o.s.)
  • Forming of a co-operative

Successful start of a business activity does not require only an idea or vision, but also a stable legal basis to build on. Forming of any kind of a business company or co-operative is a complicated legal process of which legal basis is subject to frequent changes.

In order to start a business, one needs to choose a company name, registered office, scope of activities, work out the Memorandum of Association, or Articles of Association, choose the right trades and report them at the competent district office, choose the amount of basic capital, arrange the relationship between members, arrange the extent of authorizations of company executives, apply for the consent of the tax authority, register the company with the tax authority, have signatures certified, work out and file application for entry of the company to the Companies Register, pay court and administrative fees and a number of other acts.

And beside it all you should not be satisfied "only" with meeting statutory requirement and forming of a company in a speedy way. The company you are to form should be "tailor-made", you should have answers to broader issues concerning direct or indirect establishment of the company, and you should know your rights and duties. Last but not least, you should have confidence in professionalism and responsibility of the person who assist you at the forming of the company.

All this you can achieve by assigning a notary in order to form the company for you, who is a professional in the field of business company law. When forming a company by our notary you can attend interviews with lawyers who have experience in the field of business law and who shall provide you with advice and answers to your questions.

Confidence of the state in a notary is the most manifested when forming a joint stock company and a co-operative. In order to form such companies public documents, i.e. notarial deeds are necessary.

In today's speedy life we can save your precious time, energy, and money when forming a business company, and prevent you from problems and disputes in the future.

  1. We provide full legal counselling regarding forming a company
  2. We prepare the Memorandum of Association, and/or Articles of Association in the form of a notarial deed
  3. We prepare all other documents necessary for forming a company (contracts, statements, drafts, applications)
  4. We can also register your trade, receive your trade license for you
  5. Register you as income tax payer
  6. We can prepare and file the application to enter the company at the Companies Register
  7. We can arrange all kinds of issues at all competent authorities in such way that there shall be no reason for you to go anywhere

Necessary documents:

  • Valid identification document - e.g. ID card, passport, permit for long-term stay of foreign nationals (driver's license , police confirmation on ID card hand-over and application for the issuance of a new ID card, health insurance card do not serve as identity cards)
  • Up-to-date Extract from the Companies Register if the founder is a legal entity (provided by us)
Changes in the Business Company

List of the most frequent modifications and services provided:

  • Modification of the company's company name
  • Modification of the company's registered office
  • Extending the scope of business activities
    • Adding an unregulated, a craft or a regulated trade
    • Termination of trade licence
    • Extending the scope of business activities pursuant to a special regulation (e.g. providing health care, performance of architect's activity, building inspection, truck transportation)
  • Modifications in basic capital
    • Increase and decrease of basic capital
    • Modification in the amount of paid up basic capital
    • Conversion of basic capital from the former Slovak currency to euros
  • Modification in the person of a member
    • Transfer of business share
    • Entry of a new member into the company
    • Expulsion of a member
  • Modifications in the bodies of the company
    • Appointment and withdrawal of the executive
    • Resignation of the executive
    • Appointment and withdrawal of the authorized agent
    • Appointment and withdrawal of the member of the Supervisory Board
    • Appointment and withdrawal of the member of the Board of Directors
  • Modification of the company's legal form

Business brings frequent changes. Modifications of business companies and co-operatives are many times more complicated and demanding than forming a company itself.

If you need modifications of a business company to be done, visit us and we shall provide you with complex services from legal counselling, drawing up documents, ending with registration of modifications.

Before making modifications in the company you can attend interviews with lawyers who have experience in the field of business law and who shall provide you with advice and answer your questions.

Several modifications in a joint stock company can be made only in co-operation with a notary who must certify the process of the General Meeting in the form of a notarial deed.

In today's speedy life we can save your precious time, energy, and money, and prevent from problems and disputes in the future.

  1. We provide full legal counselling regarding modifications taking place in the company and in the co-operative.
  2. We can draw up a notarial deed certifying the process of the company's General Meeting
  3. We can prepare the contract on transfer of business share
  4. We can prepare all other documents necessary for modifications of the company or the co-operative (contracts, statements, drafts)
  5. We can arrange all kinds of issues at all competent authorities in such way that there shall be no reason for you to go anywhere
  6. We can file an application for registration of modifications taking place in the company or in the co-operative to the Companies Register

Necessary documents: 

  • Up-to-date Extract from the Companies Register (provided by us)
  • Up-to-date version of the Memorandum of Association
  • Invitation letter to the General Meeting

 

Founding and Winding-up of a Co-operative

A co-operative is a company of undefined number of persons established for the purposes of performing business activities or meeting economic, social, and other needs of its members. A co-operative must have not less than five members, not applicable if the members are at least two legal entities. Basic capital of a co-operative may not be less than EUR 1,250.- and consists of the sum of the contributions of members of which payment is obligatory.

Forming a co-operative requires the presence of the notary who certifies the process of the constituent meeting and resolution of the member meeting on dissolution of the co-operative

  1. We provide full legal counselling regarding forming or dissolution of a co-operative.
  2. We can prepare the notarial deed certifying the process of the member meeting
  3. We can prepare and file the application to register/delete the company at/from the Companies Register

Necessary documents:

In case of forming a co-operative:

  • List of future members of the co-operative
  • Draft of the Articles of Association of the co-operative
  • Invitation letter to the constituent meeting

In case of dissolution of a co-operative:

  • List of members of the co-operative
  • Articles of Association of the co-operative
  • Invitation letter to the members meeting
  • Up-to-date Extract from the Companies Register (provided by us)
Merger, Merger by Acquisition and Division of a Company
  1. We provide full legal counselling regarding dissolution of a company without liquidation and consequent acquisition by another company
  2. We can provide you with advice relating cross-border acquisition or merger of the company
  3. We can prepare a notarial deed certifying the process of the General Meeting of company members on dissolution of the company and approval of acquisition or merger of the company
  4. We can prepare the contract on acquisition in the form of a notarial deed
  5. We can prepare all other documents necessary for acquisition or merger of a company
  6. We can prepare and file the application for cancelling the company and making modifications in the Companies Register

One of the methods of company dissolution without liquidation is voluntary dissolution of a company by acquisition, merger, or division.

The process results in legal, economic, and organisational changes in respect of the initial subjects.

It is a very fast method of terminating business when the company is deleted from the Companies Register within two days from the date of application for deletion and payment of court fee.

Co-operation of a notary in this process is necessary, since the contract on acquisition, merger, and division of the company must be made in the form of a notarial deed.

The role of the notary is surely needed in the case of cross-border acquisition or cross-border merger of companies, where one of the companies is Slovak and the notary issues a special certificate on meeting statutory requirements.