{"id":3202,"date":"2020-08-21T11:31:43","date_gmt":"2020-08-21T09:31:43","guid":{"rendered":"https:\/\/old.prosman-pavlovic.sk\/?p=3202"},"modified":"2020-09-26T15:38:57","modified_gmt":"2020-09-26T13:38:57","slug":"liquidation-of-the-companies-as-of-1st-october-2020","status":"publish","type":"post","link":"https:\/\/old.prosman-pavlovic.sk\/en\/liquidation-of-the-companies-as-of-1st-october-2020\/","title":{"rendered":"Liquidation of the companies as of 1st October 2020"},"content":{"rendered":"\r\n
\"liquidation-prosman-pavlovic\"<\/figure>\r\n\r\n\r\n\r\n

Act No. 390\/2019 Coll.<\/a>, which amends and supplements Act No. 513\/1991 Coll.\r\nCommercial Code, as amended and which amends and supplements certain acts, in\r\naddition to measures to improve the functioning of the Commercial Register, brings\r\nextensive changes in the conditions for the liquidation of companies pursuant\r\nto \u00a7 70 et seq. of the\r\nCommercial Code. The liquidation of the limited liability company will thus\r\nchange.<\/p>\r\n\r\n\r\n\r\n

Changes: liquidation of the limited\r\nliability company<\/strong><\/h2>\r\n\r\n\r\n\r\n

The aim\r\nof the adopted new legislation is, in accordance with the Explanatory\r\nMemorandum to Act No. 390\/2019 Coll., to respond to long-term problems of\r\napplication practice, which are mainly connected with inadequate motivation resulting\r\nfrom the current legislation for the persons involved to successfully initiate,\r\nlead and effectively end the liquidation process. The aim of the amendment is\r\nto create conditions for combating unfair practices in the liquidation of\r\ncompanies, as well as to introduce and streamline the functional link of public\r\nregisters relating to the business sector in order to increase transparency of\r\nthe business environment and to provide not only the entrepreneurs with\r\nrelevant information on entities registered in the Commercial Register which enter\r\ninto contractual and other legal relationship. <\/p>\r\n\r\n\r\n\r\n

Pursuant to the amendment, the winding-up of the company will still underway with liquidation or without liquidation, however according to the new wording, the company will be wound up without liquidation, if after its winding-up by a court no advance payment<\/strong> was made to pay the liquidator’s remuneration and expenses<\/strong> (liquidation advance) in the amount stipulated by a special regulation. This means that after the winding-up of a company (regardless of whether the winding-up of a company has been decided by the shareholders or by a court) the liquidation will be underway only if an advance payment for liquidation is made. The advance payment for liquidation will have to be deposited into a notarial custody and its deposit will be proved by a notarial deed of custody. Such a procedure is justified by the legislator by the need to ensure coverage of at least the basic costs of liquidation or coverage of the initial process of saving the company’s assets. The advance payment for liquidation is not subject to execution nor to similar enforcement proceedings and can only be used to cover the remuneration and expenses of the liquidator appointed by the company or by the company’s competent authority.<\/p>\r\n\r\n\r\n\r\n

Disposal of the assets, liquidator\r\nand legal acts<\/strong><\/h2>\r\n\r\n\r\n\r\n

In this\r\ncontext, we would also like to point out that the amendment to \u00a7\r\n68c of the Commercial Code sets out the conditions\r\nfor disposing of the company’s assets after its winding-up, so that from the\r\ncompany\u00b4s winding-up until its entry into liquidation, the company’s disposal\r\nassets exceeding 10% of the company’s share capital will be subject to determination by an expert opinion and\r\napproval by the highest body of the company. <\/strong>The related legal act will not\r\nbe able to take effect before it is deposited together with the expert opinion\r\nin the Collection of Documents.<\/p>\r\n\r\n\r\n\r\n


\r\nBased on the amendment, the company will enter\r\ninto liquidation on the day when the\r\nliquidator is registered in the Commercial Register<\/strong> (not on the day of its winding-up),\r\nwhich means that the first liquidator’s entry will have constitutive effects.<\/p>\r\n\r\n\r\n\r\n


The amendment strengthens the conditions in relation to the liquidator<\/strong>. The liquidator may be appointed by a court or by the shareholders (the amendment omits the distinction between the terms \u201cdesignation\u201d and \u201cappointment\u201d of the liquidator), while the legislator prefers the appointment of a liquidator by the shareholders. However, if the shareholders do not appoint a liquidator within 60 days of the decision on winding up the company, the court will appoint a liquidator (but only on condition that an advance payment has been made to cover the liquidator’s remuneration and expenses). The liquidator shall be only the bankruptcy<\/a> trustee<\/strong> (it means a person who is registered in the list of trustees maintained under a special act) or a person who is registered in the register of natural persons, agrees with the appointment as a liquidator and could otherwise be appointed as a member of the company\u00b4s statutory body.<\/p>\r\n\r\n\r\n\r\n

When the\r\ncompany is entering into liquidation, the\r\nunilateral legal acts<\/strong> of the company, in particular its orders,\r\nauthorizations, powers of attorney and procuration, besides the powers of\r\nattorney granted in order to represent the company in the court proceedings, cease to exist.<\/strong> The role of the\r\nliquidator (on who the powers of the statutory body passes, when the company is\r\nentering into liquidation) is to execute, in the name of the company, only legal\r\nacts which relate to the company\u00b4s liquidation (i. e. fulfilment of the\r\ncompany’s obligations, lodging claims etc.). The liquidator, who is appointed\r\nby a court, has the same powers in ascertaining the company’s property as the\r\nbankruptcy trustee in ascertaining the bankrupt’s property under a special regulation.<\/p>\r\n\r\n\r\n\r\n

Following\r\nthe company’s entry into liquidation, the liquidator shall immediately notify\r\nall known creditors of the fact that the company is entering into liquidation and\r\nshall publish<\/strong> the fact that the\r\ncompany has entered into liquidation, as well as an invitation<\/strong> for the company’s creditors and other persons and authorities\r\nconcerned to submit their claims for\r\nreceivables<\/strong> and other rights. The court may order the liquidator to repeat an\r\ninvitation under the first sentence, in particular when changing the\r\nliquidator.<\/p>\r\n\r\n\r\n\r\n

The process\r\nof submitting claims for receivables<\/strong>\r\nis similar to the bankruptcy proceedings, as creditors have the right to submit\r\ntheir claims for receivables and other rights via an application form\r\n(regardless of their maturity) and the liquidator continuously enters the\r\nregistered claims on the list of claims. However, a failure to register a claim\r\nor other right does not affect its duration. The basic list of the registered claims for receivables<\/strong> shall be prepared by\r\nthe liquidator according to the situation by the date of expiry of 45 days\r\nafter the publication of the fact that the company entered into liquidation,\r\nwhile within the same period the liquidator is obliged to prepare a basic list of the company’s assets<\/strong> and\r\ndeposit it in the Collection of Documents.<\/p>\r\n\r\n\r\n\r\n

In order\r\nto fairly arrange the relationships, the rules for prioritizing the satisfaction\r\nof creditors’ claims have been clarified, which have absolute priority over the\r\nclaims of shareholders. In order to prevent the acceleration of the liquidation\r\nprocess, the amendment stipulates a minimum period of six months<\/strong> from the notification of the company’s entry\r\ninto liquidation, within which the liquidation cannot end.<\/p>\r\n\r\n\r\n\r\n

In\r\nrelation to the liquidator’s\r\nremuneration<\/strong>, if he is appointed by the shareholders or by a competent body\r\nof the company, he is entitled to the agreed remuneration. Otherwise, if the\r\nliquidator is appointed by a court, he is entitled to remuneration and\r\ncompensation of expenses according to a special regulation, while these are\r\npaid from the advance payment for liquidation and from the liquidation\u00b4s\r\nestate. \u00a7 75a (2) of the Commercial Code, after the effective date of the\r\namendment, establishes the decisive moment for determining the maturity of the\r\nremuneration and compensation of the liquidator’s expenses.<\/p>\r\n\r\n\r\n\r\n

The\r\namendment to the act will also introduce a more precise regulation of additional liquidation<\/strong>. Likewise, in\r\nthe case of additional liquidation, the obligation to submit an advance payment\r\nfor liquidation applies (the person who proposes the additional liquidation is\r\nobliged to do so), otherwise the court will terminate the proceedings. Any\r\nreceivables, or other rights towards a company, which existed at the time of\r\nthe company’s dissolution and were not satisfied, shall be renewed<\/strong> upon the court\u00b4s decision on additional\r\nliquidation and on appointment of the liquidator. During the period for which\r\nthe company has been deleted from the Commercial Register, the limitation\r\nperiod does not expire. Following additional liquidation and the renewal of the\r\ncompany’s entry in the Commercial Register, the limitation period shall not be\r\nless than one year from the additional liquidation. Please note that if the\r\nproposal for additional liquidation has not been submitted within four years after the company’s deletion <\/strong>from\r\nthe Commercial Register, the company’s assets will become the state ownership\r\nat the end of this period.<\/p>\r\n\r\n\r\n\r\n

Provisions\r\nof \u00a7 70 to 75k of the\r\namended Commercial Code on liquidation shall also apply to the liquidation of a\r\nbank, branch of a foreign bank, securities dealer, insurance company,\r\nreinsurance company, asset management company, pension management company,\r\nsupplementary pension company or other financial institution, unless special\r\nlaws in the field of financial market governing these financial institutions do\r\nnot provide otherwise. Act No. 390\/2019 Coll. takes effect on 1st October 2020<\/strong>, however, the\r\ntransitional provisions stipulated in \u00a7\r\n768s of the amended Commercial Code set out more detailed conditions for the\r\napplication of the amended wording of the Act. Liquidations in which the\r\nliquidator entered into the Commercial Register before 30 September 2020<\/strong> should be completed in accordance with the law in\r\nforce until 30 September 2020.<\/p>\r\n\r\n\r\n\r\n

Commercial law<\/a><\/strong> and company law within our legal chttps:\/\/old.prosman-pavlovic.sk\/en<\/a>ounselling – we provide information on the status and responsibilities of an executive director in a limited liability company.<\/p>\r\n","protected":false},"excerpt":{"rendered":"

Act No. 390\/2019 Coll. brings extensive changes in the conditions for the liquidation of companies pursuant to \u00a7 70 et seq. of the Commercial Code.<\/p>\n","protected":false},"author":1,"featured_media":3262,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":[],"categories":[],"tags":[281],"_links":{"self":[{"href":"https:\/\/old.prosman-pavlovic.sk\/en\/wp-json\/wp\/v2\/posts\/3202"}],"collection":[{"href":"https:\/\/old.prosman-pavlovic.sk\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/old.prosman-pavlovic.sk\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/old.prosman-pavlovic.sk\/en\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/old.prosman-pavlovic.sk\/en\/wp-json\/wp\/v2\/comments?post=3202"}],"version-history":[{"count":7,"href":"https:\/\/old.prosman-pavlovic.sk\/en\/wp-json\/wp\/v2\/posts\/3202\/revisions"}],"predecessor-version":[{"id":3666,"href":"https:\/\/old.prosman-pavlovic.sk\/en\/wp-json\/wp\/v2\/posts\/3202\/revisions\/3666"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/old.prosman-pavlovic.sk\/en\/wp-json\/wp\/v2\/media\/3262"}],"wp:attachment":[{"href":"https:\/\/old.prosman-pavlovic.sk\/en\/wp-json\/wp\/v2\/media?parent=3202"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/old.prosman-pavlovic.sk\/en\/wp-json\/wp\/v2\/categories?post=3202"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/old.prosman-pavlovic.sk\/en\/wp-json\/wp\/v2\/tags?post=3202"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}