By changing its legal status the entity being transformed (a company or cooperative) neither ceases to exist nor its assets are transferred to a legal successor, only its internal legal structure is changed, as well the legal status of its partners or members. It is admissible to transform a company into a cooperative, or a cooperative into a company; a company can make a transition from one legal status to another, if admissible under the Commercial Code. However, it is inadmissible to change the legal status of those companies for which the law requires a specific legal form (e.g. banks or entities of collective investment must be joint-stock companies only).
The transformation is implemented based on a project for the change of legal status, developed by the statutory body of the entity being transformed. As of the date the project for the change of legal status is concluded, the entity being transformed is required to prepare interim financial statements. Equity reported in the balance sheet of the interim financial statements shall be the upper limit of the registered capital of the entity being transformed, proposed in the project for the change of legal status. As of the date the project for the change of legal status is concluded, the joint-stock or limited liability company being transformed is also required to have its assets evaluated by a court-appointed expert; the value of the net business assets of the entity being transformed determined in the expert’s opinion must not be lower than the value of the registered capital of the transformed entity after the change of legal status.
After the project for the change of legal status is filed in the Collection of Deeds and subsequently approved by the General Meeting or similar company bodies of the transformed entity, it is necessary to file an application for the registration of the transformation in the Commercial Register. The transformation shall become effective on the day the change of legal status is registered, and becomes final and non-appealable. As of the day the change of legal status is registered into the Commercial Register, the transformed entity shall prepare an initial balance sheet. In the event the equity of the transformed entity reported in the balance sheet does not reach the value of the registered capital, the partners of the transformed company shall be obliged to pay the difference.
As a standard part of its services, Továrek, Horký a partneři, advokátní kancelář, s.r.o., offers a comprehensive preparation and implementation of the changes of legal status in accordance with the client’s wishes. THT focuses on optimizing the time schedule of the change according to the client’s needs, and provides accounting, tax and audit support. We can further arrange for the development of the project for the change of legal status and related documents, including publication of the respective notices, organization of the General Meeting regarding the change of legal status, and legal representation in the subsequent registration proceedings.
The transformation is implemented based on a project for the change of legal status, developed by the statutory body of the entity being transformed. As of the date the project for the change of legal status is concluded, the entity being transformed is required to prepare interim financial statements. Equity reported in the balance sheet of the interim financial statements shall be the upper limit of the registered capital of the entity being transformed, proposed in the project for the change of legal status. As of the date the project for the change of legal status is concluded, the joint-stock or limited liability company being transformed is also required to have its assets evaluated by a court-appointed expert; the value of the net business assets of the entity being transformed determined in the expert’s opinion must not be lower than the value of the registered capital of the transformed entity after the change of legal status.
After the project for the change of legal status is filed in the Collection of Deeds and subsequently approved by the General Meeting or similar company bodies of the transformed entity, it is necessary to file an application for the registration of the transformation in the Commercial Register. The transformation shall become effective on the day the change of legal status is registered, and becomes final and non-appealable. As of the day the change of legal status is registered into the Commercial Register, the transformed entity shall prepare an initial balance sheet. In the event the equity of the transformed entity reported in the balance sheet does not reach the value of the registered capital, the partners of the transformed company shall be obliged to pay the difference.
As a standard part of its services, Továrek, Horký a partneři, advokátní kancelář, s.r.o., offers a comprehensive preparation and implementation of the changes of legal status in accordance with the client’s wishes. THT focuses on optimizing the time schedule of the change according to the client’s needs, and provides accounting, tax and audit support. We can further arrange for the development of the project for the change of legal status and related documents, including publication of the respective notices, organization of the General Meeting regarding the change of legal status, and legal representation in the subsequent registration proceedings.