Changes relating to LLC from 29 April 2015

On April 29, 2015, Law no. 87/2015 was published in the Collection of Laws of the Slovak Republic. We bring you an overview of the most important changes relating to limited liability companies (s.r.o. companies):

- The resignation of a member of the supervisory board or member of the statutory body, unless this is done at a General Meeting of the company, must be made in writing with the document signed personally by the board member in the presence of a notary or an employee authorized by one.
- A partner can provide a loan or similar performance in order to cover losses, whereby this provision does not affect the amount of the deposit (capital) contributed.
- The payment of profit sharing to a partner is prohibited if the company gets into a crisis situation.
- The return of a partner’s deposit by the company is prohibited.
- The signature of the chairperson on the minutes of the general meeting must be officially certified also in the case that at the general meeting a member of the statutory organ (i.e. the directors) or supervisory Board of the company resigned from office.
- Directors are liable for damage caused by breach of the obligation to file for bankruptcy.
- In the case of single-partner companies, the partner may not propose that the court suspends his/her participation in the company.
- In single- partner companies (unlike s.r.o. companies with more partners) the declaration of bankruptcy against the assets of the partner, the halting of bankruptcy proceedings due to insufficient assets or the rejection of a petition for bankruptcy due to lack of assets, do not have the same effects as the cancellation of his/her participation in the company by the court.
- In single- partner companies (unlike s.r.o. companies with more partners in which the partner’s contract does not allow the transfer of a share or where the transfer of a share requires the approval of the general meeting) the delivery of a writ of execution on the share of the business of the partner does not have the same effects as the cancellation of his/her participation in the company by the court.
- The obligation for an independent expert to review a proposed contract on amalgamation or merger of the company if at least one of the companies in a crisis situation.

The changes came into effect on 29 April 2015.

Please contact us if you are interested in finding out more about this issue. We would be pleased to offer you legal services in this area.

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