We would like to inform you that on October 1st of 2020 the Amendment to the Commercial Code no. 390/2019 Coll. takes effect. The amendment brings the most significant changes in the area of liquidation and additional liquidation of companies and cooperatives.
The amendment focuses primarily on the liquidation and dissolution of legal entities. However, it also marginally addresses other provisions of the Commercial Code. As one of the novelties that the amendment brings, there is an officially certified signature on the consent of the property owner stating that the company can be based in his property.
Companies will need to increase their responsibility for filing financial statements in the Commercial Register. If the company does not meet the deadline and is more than 6 months late with the filing of the financial statements, the court will decide on its cancellation.
The moment at which the company enters liquidation also changes, as a new company enters liquidation only after the liquidator’s entry in the commercial register. This is a significant change compared to the past, when the company entered into liquidation based on the company’s general meeting or court decision. If the company has been dissolved by a decision of the company’s shareholders or the company’s competent body, it is necessary to appoint a company liquidator. The liquidator is appointed to his position by a decision of the partners of the company or the competent body of the company, the liquidator must be appointed to the position no later than 60 days from the dissolution of the company. If the liquidator has not been appointed to the position by the procedure described above, the liquidator shall be appointed by the court in accordance with the provisions of the Civil Procedure Code.
The liquidator may be appointed as the administrator of the bankruptcy estate or another natural person who agrees with the appointment as the liquidator and meets all the preconditions for the performance of the statutory body of the company.
In the event that the liquidator resigns, the resignation of the liquidator is effective upon delivery to the company, and the document with this content must be signed by hand in the presence of a notary or an employee authorized by him.
Entry into liquidation has the following effects:
- The competence of the statutory body to act on behalf of the company passes to the liquidator, in addition to the right to convene a meeting of the highest body of the company.
- The unilateral legal acts of the company, in particular its orders, authorizations, powers and power of attorney, in addition to the powers granted to represent the company in legal proceedings, cease to exist.
- The liquidator performs acts on behalf of the company leading to the liquidation of the company. In the exercise of this power, the liquidator mainly fulfills the company’s obligations, asserts receivables and accepts benefits, acts on behalf of the company before courts and other bodies, concludes settlements and agreements on the change and termination of rights and obligations. It may conclude new contracts only in connection with the termination of existing legal relations.
- The liquidator appointed by a court has the same powers when ascertaining the company’s assets as the administrator of the bankruptcy estate when ascertaining the bankrupt’s assets pursuant to a special law.
The liquidator must send a notice of the company’s entry into liquidation to all known creditors and publish a notice that the company has entered into liquidation in the Commercial Gazette. At the same time, the liquidator will send an invitation to all creditors of the company to other persons and bodies affected by the company’s entry into liquidation to file their claims for liquidation. The liquidator prepares extraordinary financial statements and compiles a list of the company’s assets. Creditors can register their claims by applying to the liquidator’s address. If they do not file their claim, it does not mean that the claim expires.
On the day of the end of the liquidation, but not earlier than six months after the notification of the company’s entry into liquidation, the liquidator shall prepare financial statements, a final report on the course of the liquidation and a proposal for the distribution of the liquidation balance.