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LEGAL NEWS 01/2023

Posted on by asistent2

Dear Clients,

we would like to inform you that at the beginning of 2023, the National Council of the Slovak Republic promulgated Act No. 8/2023 Coll., amending Act No. 513/1991 Coll., the Commercial Code, as subsequently amended, and amending and supplementing certain acts (hereinafter referred to as the “Amendment”).

The Amendment responds to the need to ensure the transposition of Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and procedures in the framework of company law into the Slovak legal order.

Within the amendment, the first part of Title II of Act No. 513/1991 Coll., the Commercial Code, is modified. The amendment adds paragraphs 6 and 7 to Section 21(5), which deals with the simplified establishment of an enterprise or an organisational unit of an enterprise of a foreign legal person (hereinafter referred to as “foreign enterprises”) having its registered office in a Member State of the European Union or in a Contracting State of the Agreement on the European Economic Area, if the following conditions are met:

  • an enterprise or an organisational unit of an enterprise of a foreign legal person is established for the purpose of carrying on business,
  • the subject of business of the enterprise or organisational unit of the enterprise of the foreign legal entity will be only selected free trades, which will be listed in Annex 4a to Act No 455/1991 Coll. on trade business (Trade Licensing Act)
  • the subject of business of the enterprise or the organisational unit of the enterprise of the foreign legal person shall not be more than 15 free trades

Simplified establishment of a limited liability company

The amendment introduces the so-called simplified establishment of a limited liability company (hereinafter referred to as “LLC”). The simplified establishment of a limited liability company will be facilitated by electronic forms for the creation of a memorandum of association, which will be in Slovak and English.

A limited liability company may be established in a simplified manner if the following conditions are met:

  • the company will not have more than five shareholders,
  • the company will be established for the purpose of doing business,
  • the subject of the company’s business will be selected free trades listed in Annex 4a to Act No 455/1991 Coll. on Trade Business (Trade Licensing Act)
  • the company’s business will not consist of more than 15 free trades
  • the company’s business name will contain an appendix indicating the legal form ‘s. r. o.’,
  • the contributions of the company’s shareholders shall be exclusively monetary,
  • the administrator of the deposit will be the managing director
  • the company will not have a supervisory board

In accordance with the provisions of the amendment, the District Court of Žilina will be the registry court for limited liability companies established in a simplified manner and foreign companies.

The amendment also establishes new procedural conditions that must be fulfilled in order for an LLC to be established in a simplified manner and registered in the Commercial Register. In the case of a company’s managing director, his/her legal capacity, attainment of 18 years of age, good character (absolute good character will be required, i.e. a natural person cannot have been legally convicted of a criminal offence or the conviction has been extinguished) and registration of the managing director in the register of natural persons are required.

Another of the special conditions that will be examined by the Court of Registration before registration of a limited liability company in a simplified manner is the obligation of the company’s shareholder to have an account with a bank or a branch of a foreign bank having its registered office in a Member State of the European Union or in one of the contracting states of the Agreement on the European Economic Area.

Company members who are natural persons may not be represented in the simplified incorporation of the company, and company members who are legal persons act in the incorporation of the company through a statutory body.

The conditions for registration must also be fulfilled by the head of the enterprise or organisational unit of the enterprise of the foreign legal person. The conditions for registration shall be legal capacity, attaining the age of 18 years, good character and registration in the register of natural persons. Another condition is that the foreign legal entities must have an account with a bank or a branch of a foreign bank established in a Member State of the European Union or in one of the Contracting States to the Agreement on the European Economic Area.

This amendment will enter into force on 01.02.2023

Bankruptcy and restructuring

Law No. 7/2005 Coll. on bankruptcy and restructuring and on amendments to certain acts as amended regulates extensive and highly complicated law branches of bankruptcy, restructuring and discharge of debts.

The complexity of this law was clearly shown in 2015 when the largest Slovak construction companies were restructured and a large number of small and medium-sized creditors lawfully lost their already worked and taxed money.

In our opinion, the complexity of the law and related enforcement of rights of creditors associated with it borders with denegatio iustitiae when for qualified enforcement of these rights during the bankruptcy and restructuring is necessary extensive interdisciplinary legal and economic knowledge and experience acquired in everyday practice in the this area of law.

These practical knowledges are not available for any creditor that is subsequently lost in the complexity of enforcement of their rights, which starts with filing a special formalized application, then followed by the procedural and substantive provisions of specific actions and objections and if the objections are not given at the right time shall be disregarded. If the objections are not used, so the creditor can be by a trustee legally maneuvered to creditor status when his claim will be settled in bankruptcy or restructuring only in single-digit percentage. Consistent enforcement of creditors’ rights can ensure only professionally and practically proficient legal practitioners, while in many cases it is precisely just legal advice to small and medium-sized creditors unavailable.

The law office alianciaadvokátov ak, s.r.o. has an extensive experience in these areas of law where the law office represents the creditors, from small to those in an extremely strong position. One of the firm’s partners is also active trustee. Our law firm can take into account the financial position of small creditors and provide maximum consistent and efficient legal services in order to satisfy clients’ claims as much as possible.

Litigation and Dispute Resolution

Our firm has lengthy experience in the field of litigation before national as well as international institutions. We represent public and private companies, institutions or private individuals before the court or arbitration body. In this context, we provide legal services in commercial, labour and civil cases, as well as legal assistance in the execution or enforcement of judgement, including the recognition and enforcement of foreign judgments and arbitral rulings. If there is a possibility of out of court settlement we recommend this to our clients and represent them in negotiation in order to achieve the best possible solution.

Administrative Law

The business activities of our clients require the issue of a wide range of statutory consents, approvals, licenses or other permits issued by public authorities at different levels of state and public administration. We can provide professional assistance and representation before state authorities for the appropriate decisions to be granted.

Legal assistance also includes hearings and dealings concerning misdemeanours and infringements which are subject to various penalties and fines under administrative procedure.

Bank and Insurance Law

alianciaadvokátov ak, s.r.o. has been for several years the advisor of Slovak and international banking institutions and insurance companies conducting activities in the territory of the Slovak Republic. Our clients are also foreign investment banks and stock exchanges. The activities of the firm lie in providing a wide range of services relating to consultancy in Bank and Financial Law. The main activities in this field are credit transactions, legal assistance to investors, especially in the field of acquiring relevant licenses and concessions and also financial restructuring and reorganisation. We offer our clients legal services in concluding contracts, negotiation with banks, stipulation of the credit contracts as well as security instruments.

Antitrust Law

The head of our antitrust law unit was the former President of the Federal Antitrust Office, JUDr. Ing. Flassik Imrich. He was one of the founders of the antitrust agenda in former Czechoslovakia. We have represented several clients before the Slovak Anti-trust office, for example a major Slovak investment company concerning a merger with another investment company, a major Slovak chemical plant or one of the biggest alternative telecommunications operators dealing with the market liberalization in Slovakia.

Legal consulting regarding the preparation and execution of Public Private Partnership (PPP) projects

As part of consulting in the field of Public Private Partnership (PPP) projects, we offer you our consulting experience from the execution of various PPP projects, foremost in the health sector, but also other areas. Together with PricewaterhouseCoopers Slovenská republika, s.r.o. we provided consulting on PPP also for the Ministry of Health SR. We also participated in a public tender concerning a feasibility study regarding a military hospital. In addition to consulting in the area of the health sector, we also provided legal services to a consortium member as part of the D1 motorway construction project. We have also prepared a study in the field of PPP projects and EU funds for the Ministry of Finance of the SR in cooperation with the company Ernst&Young.

Aviation

In the field of aviation law we have almost 20 years extensive experience. Starting with the foundation of the airline, through the provision of legal advice in connection with the normal operation of the airline. We also advise extensively in the field of leasing contracts for aircraft, purchase contracts, novation of existing legal relations, registration of aircraft etc. The legal advice is provided mainly for foreign clients which are either the foreign leasing companies or international banks.

Land Transportation

Our law firm has worked since 1995 as a legal representative of ČESMAD Slovakia where we have gained rich experience in the area of the TIR Carnet, CMR Convention, as well as in the field of transport and carrier services. We represented the association ČESMAD Slovakia before the Customs Authority and the Customs Directorate in respect of customs debts and guaranteeing TIR system. We represent also individual carriers, shippers and insurance companies in connection with various problems which occur in international transport of goods.

Pharmaceutical Law

Pharmaceutical law is the field of law which is currently the intense subject of interest of alianciaadvokátov ak, s.r.o. In the course of the last ten years we have provided legal services for several of the biggest producers of innovative medicinal products and medical devices worldwide. For these clients we provide legal services mainly in regulatory affairs and against producers of generic medicinal products.

We have prepared a lot of legal opinions and analyses concerning the pricing, prescription, ethical codes and relationships between pharmaceutical companies and health care professionals. This part of the legal agenda is still far from covering all aspects of pharmaceutical law which we are engaged in. Our clients are both wholesale distributors and pharmacies. We assist them in day to day business, for example in connection with the application of the new act on medicinal products and medical devices.

Real Estate Law and legal consulting for developers

The activities of our real estate lawyers cover counselling in the acquisition, financing, development, construction, leasing and sale of real estate, as well as contract negotiation during the various phases of construction. For our clients we prepare work contracts, sales contracts, and contracts on future contract as well as lease contracts. Our clients are major developers, owners of shopping centres, office buildings and industrial areas.

Franchising and Intellectual Property Law

alianciaadvokátov ak, s.r.o. is a member of the Slovak Franchise Association. Comprehensive legal advice is provided with respect to all aspects of franchising business to the franchisor on his market entry as well as secondary protection of the franchisor in relation to violations of his rights either by the franchisee or by third parties.

Legal advice is focused mainly on business law, intellectual property law, unfair competition law, protection of competition and includes in particular:

  • consultations with the client and preparation of the contract documentation (e.g. drafting of a franchise agreement incl. the incorporation of client´s comments into the contract),
  • representation of the client in the negotiations with the other party,
  • representation of the client before the Industrial Property Office of the Slovak Republic and before the other state bodies and institutions,
  • assessment of the franchise agreement with respect to the protection of competition,
  • preparation of the legal analysis with respect to the specifics of the Slovak market and the Slovak legislation,
  • registration of the trademarks and registration of the licensing agreements,

Labour Law

Advisory services in the field of labour law represent a logical component of our activities. We advise both employers and employees and have created the legal employment framework for several companies. We provide legal advice to employers in the complex preparation of employment documentation as well as collective redundancy. On the other hand, we provide legal advice for trade unions in negotiating with employers.

Mergers and Acquisitions

We have assisted our clients in several projects of privatizations, mergers of companies, mergers and divisions of companies, for both local and foreign clients and in the fields of white goods, energy, the chemical industry, agribusiness and food industry.

Establishment of Business Entities

The establishment of new business companies involves identifying the risks and benefits related to the entry of a particular entity to the Slovak market and doing business using the advantages of the free market economy. We ensure the proper and timely formation of new entities. In addition to the formation of business entities, we have also established several Chambers of Commerce in the territory of the Slovak Republic. We help clients find and select prospective strategic partners by way of the due diligence process.

In addition to the establishment of new legal entities, we provide our clients with assistance in their everyday business life, such as with the preparation of General Meetings, sale and purchase contracts, debt-equity swaps etc.

Commercial Contracts

Our commercial contracts practice serves the needs of all our clients, regardless of whether they are an international company or a local emerging entity. The sphere of commercial contracts includes contracts and trade arrangements such as leasing, agency and distribution agreements, development contracts, sales of enterprises, etc.

Obchodne pravo

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