Legislative amendments governing the process of dissolution and liquidation of companies and co-operatives will enter into force on 1 October 2020. Their primary objective is to increase the effectiveness throughout the entire liquidation procedure and enhance creditors’ protection.
Below is the summary of the most important changes.
Beginning of liquidation
Unlike the existing situation when a company enters the process of liquidation as of the day of its dissolution, the new legislation stipulates that a company will enter into liquidation only after a liquidator is registered in the Commercial Register.
During the period between the dissolution of the company and the registration of the liquidator in the Commercial Register, any disposals of the company assets in excess of 10% of its registered capital will be subject to appraisal by an expert opinion and approval by the supreme corporate body. Any legal act concerning such assets may only become effective after it has been deposited in a collection of deeds along with the expert opinion.
Throughout this period, i.e., from the dissolution of the company until the registration of the liquidator in the business register, the company will be considered a company in crisis. It means, in practice, that such company will not be permitted, for example, to repay a loan that has been granted to it by its shareholders.
Unless the company’s founding documents and/or a separate regulation specify who should be appointed as a liquidator, the liquidator may be appointed by a court or by shareholders, and/or by a relevant corporate body.
Following persons may be appointed as liquidators: (i) a person registered on a list of trustees in bankruptcy; or (ii) a person registered in the register of natural persons who meets the conditions to be appointed as a member of a statutory body, if that person consents to his/her appointment as a liquidator.
The shareholders or the relevant corporate body will be obliged to appoint a liquidator at the same time as they adopt the decision to dissolve the company, but not later than 60 days after the company has been dissolved. Otherwise, the liquidator will be appointed by a court (provided that a liquidation deposit has been put down – see the next point). The court will randomly choose the liquidator from the persons registered on the list of trustees in bankruptcy.
If the liquidator is appointed by the shareholders or corporate bodies, the company will be obliged to put down EUR 1,500 as a liquidation deposit to a notary escrow account prior to the registration of the liquidator in the Commercial Register. The deposit will serve for the payment of remuneration and expenditures of the liquidator; the deposit will be released by a notary to the last liquidator of the company registered in the business register.
Liquidation procedure and obligations of the liquidator
Upon the company’s entry into liquidation, the powers of the statutory body to act on behalf of the company pass onto the liquidator (save for the power to convene a meeting of the supreme corporate body) and legal acts made unilaterally by the company expire (save for the powers of attorney granted for the purposes of representation of the company in court proceedings).
Even with the new legislation in force, the liquidator remains obliged to notify the entry of the company into liquidation to all known creditors and to publish a notice of entry into liquidation along with a call to register claims immediately after the company enters into liquidation.
In addition, the new legislation requires that the liquidator prepares a basic list of registered claims ascertained as at the 45th day from the publication of the notice of the company’s entry into liquidation; the list must be deposited by the liquidator in the collection of deeds within 30 days of its preparation.
Within the same time limits, the liquidator is also obliged to deposit a basic list of the company assets in the collection of deeds, which the liquidator is obliged to keep track of throughout the entire liquidation procedure.
With respect to the liquidation procedures in which a liquidator was registered in the business register by 30 September 2020, the liquidator is obliged to deposit in the collection of deeds a list of assets, drawn up as at the same date, not later than by 31 December 2020. Otherwise the company is assumed to have become insolvent.
As far as the satisfying of creditors’ claims is concerned, the new legislation stipulates that the liquidator is obliged to satisfy those claims which would have been satisfied as subordinate claims if a bankruptcy had been declared in respect of the company assets only after other claims have been satisfied.
By contrast to the currently applicable three-month period, the liquidation may only be closed after six months have lapsed since the publication of the notice on the entry of the company into liquidation.
As at the liquidation end date, the liquidator will compile financial statements, a final liquidation report and a proposal for the distribution of liquidation balance. The liquidator is obliged to immediately publish a notification that said documents have been compiled and approved.
If, after the deletion of the company from the Commercial Register, company assets are ascertained, a proposal to order additional liquidation may be submitted within four years of the deletion. Once this period expires, the company assets will be forfeited to the state.
If a court decides to order additional liquidation, it will renew the company’s registration in the Commercial Register with the data recorded upon its deletion complemented with the information about the additional liquidation order and about a court-appointed liquidator. In this case, the company is treated as if it was not wound up and unsatisfied claims and other rights enforceable against the company that existed at the time of the winding up of the company are restored by the court’s decision ordering the additional liquidation and appointing the liquidator. Should the ascertained company assets be insufficient to satisfy the creditors, any share in the liquidation balance that has not been accepted in good faith will have to be returned to the company.
 Similarly as is the case under §59a of the Commercial Code, the value of performance or collateral provided under a legal act that has not become effective will have to be returned to the company. The liability for returning the performance or collateral will be borne by the members of the statutory body holding the position at the time when the performance or collateral was provided or by those who held such position at the time when they did not exercise the right to demand such return and were aware, or should have been aware, of this obligation.
 The register of natural persons kept pursuant to Act No. 253/1998 Coll. on the reporting of residency of the citizens of the Slovak Republic and on the population register of the Slovak Republic contains records about (i) Slovak citizens, (ii) foreign nationals registered for residency in the Slovak Republic, (iii) foreign nationals granted asylum in the Slovak Republic, and (iv) foreign nationals without residency in the Slovak Republic who are registered in the police information systems pursuant to Act No. 404/2011 Coll. on the residency of foreign nationals and on amendments to certain acts.
 For example, if the shareholders – recipients of the liquidation balance – knew about the existence of a creditor that had not registered for liquidation and its claims had not been satisfied.