The change of legal form of companies and cooperatives in the new legislation

Abstract

The change of legal form represents a significant legal and economic process in the life cycle of a company. It involves transforming a business entity from one legal form to another without terminating its legal personality. This paper is an analysis of the legal regulation of changes in the legal form of commercial companies and cooperatives under the new Act No. 309/2023 Coll. on Conversions of Commercial Companies and Cooperatives („the Conversion Act“). The aim of the Conversion Act is to implement EU Directive 2019/2121, as well as to create a uniform and transparent framework regulating the various types of domestic and cross-border conversions and changes of legal form of the companies in Slovakia. The author analyzes the current legal regulation of changes in the legal form of commercial companies and cooperatives, which is a national (domestic) change of legal form and a cross-border change of legal form. Using the comparison method, the most fundamental differences in the legal regulation of changes in legal form under the previous legislation in the Commercial Code and under the new legislation in the Conversion Act are pointed out. It also highlights the differences between domestic and cross-border changes in the legal form of companies and cooperatives. Particular attention is paid to the protection of interested parties.