Transformations of commercial companies and the form of the transformation plan
Which operations the law covers
The law uses the term transformation for several distinct situations that share a common feature: rights and obligations pass as a whole to another entity, without the need to transfer each contractual relationship separately.
In a merger by absorption, one or more companies cease to exist and their assets and liabilities pass to a company that continues to exist. In a merger by formation of a new company, all participating companies cease to exist and their assets and liabilities pass to a newly established company. Division takes two forms. In a division by split-up, the company ceases to exist and its assets and liabilities pass to several successor companies. In a division by spin-off, the company continues to exist, but a specified portion of its assets and liabilities is separated and passes to another company; in practice, this is most commonly used where the operating part of a business needs to be separated from its assets. A separate category is a change of legal form, in which the company remains the same legal person and only its form changes (for example, a limited liability company becomes a joint-stock company).
The transformation plan and its required form
The central document in every transformation is the so-called transformation plan. It specifies which assets and liabilities pass to which entity, the effective date on which this occurs, the exchange ratio for the members’ ownership interests or shares, and how employment relationships will be dealt with. It is therefore not a supporting document, but a document that has the nature of a contract and also serves as a basis for accounting.
Act No. 309/2023 Coll. requires the approved transformation plan to be drawn up in the form of a notarial deed. A written document with officially certified signatures is not sufficient. In practice, failure to meet this requirement is often discovered only at an advanced stage of preparation, delaying the entire process — and because transformations are tied to an effective date and accounting periods, the delay may amount to more than days or weeks.
The effective date determines the timetable
The effective date is the point from which the actions of the company ceasing to exist are deemed, for accounting purposes, to have been taken on behalf of the successor company. Its selection has direct accounting and tax implications and, in practice, is often the first issue on which the parties agree.
This also explains why a transformation cannot be carried out in a hurry. There is a fixed sequence involving the effective date, the preparation and approval of the transformation plan, the expiry of the periods set for creditor protection, and registration itself; this sequence cannot be shortened. If the new structure is to operate from a specific date, preparations must begin sufficiently far in advance.
Protection of creditors and dissenting members
A transformation changes the identity of the debtor without requiring the creditor’s consent. The law therefore establishes protective mechanisms for those who do not participate in the decision-making. Creditors whose claims are not adequately secured and whose prospects of recovery are worsened by the transformation have the right to request adequate security. Members who did not consent to the transformation have the right to a settlement under the conditions laid down by law.
A period for asserting these claims therefore runs between approval of the plan and registration of the transformation. A claim that is not asserted does not delay the transformation; one that is asserted does. We therefore recommend assessing the creditors and their position before the plan is approved, rather than afterwards.
The registry court registers the transformation
Although notaries have handled registration in most cases since 17 August 2026, transformations are expressly excluded from their remit. Under Section 42(2)(a) of Act No. 29/2026 Coll. on the Commercial Register, this exception applies both to the initial registration of an entity and to changes to registered particulars resulting from a transformation, cross-border transformation or change of legal form; these registrations fall exclusively within the jurisdiction of the registry court.
The process therefore involves two parties: the notary, who prepares and draws up the transformation plan and the other necessary documents, and the registry court, which registers the transformation. Under Section 58(2) of the Act, the time limit for registering a transformation is five working days from receipt of the application.
When a transformation is the appropriate solution
Not every reorganisation requires a transformation, and in many cases there is a simpler route to the desired outcome. If part of a business is to be transferred to another entity, an agreement for the sale of a business or part of it may suffice. If only the identity of the owner is to change, a transfer of an ownership interest under Section 115 of the Commercial Code is sufficient.
A transformation is appropriate where rights and obligations need to pass as a whole without individual contractual relationships having to be transferred separately with the consent of the other parties. We recommend making this assessment first — it is often straightforward and can save months of work.
|
We will assess whether a transformation is the right approach We will prepare and draw up the transformation plan and supporting documents, and advise on the timetable in relation to the effective date. If your objective can be achieved through a simpler procedure, we will let you know. Notary Office Stará Vajnorská 8, Bratislava III. |
Legislation cited in the article
Act No. 309/2023 Coll. on Transformations of Commercial Companies and Cooperatives and on Amendments to Certain Acts
Act No. 29/2026 Coll. on the Commercial Register — Section 42(2)(a), Section 58(2)
Act No. 513/1991 Coll., the Commercial Code — Section 115 (transfer of an ownership interest), Section 476 et seq. (agreement for the sale of a business)
This text reflects the law as at 11 September 2026. It is for information purposes and does not replace legal advice on a specific matter. Current prices can be found in the office’s price list.
JUDr. Martin Vlha, PhD., notary · Notary Office Stará Vajnorská 8, Bratislava III
