Beyond Borders: ICR insights series. EU Mobility Directive – Legal Update – Slovakia

Country specific – Slovak Republic

This country specific outline contains further information regarding the implementation of the provisions of the EU Mobility Directive into Slovakian law and provides further local insight.

For further information and to access any of our other country-specific briefings that we have prepared, please refer to the bottom section of our general briefings page here.

Cross-border mergers, divisions and conversions

Current status of the implementation

The legislation process implementing Directive (EU) 2019/2121 of the European Parliament and Council of 27 November 2019 amending Directive (EU) 2017/1132 with regard to cross-border conversions, mergers and divisions (the “Directive”) in Slovakia has not yet started. According to the information received from the Ministry of Justice, (the authority responsible for implementation of the Directive) the start of the legislation process is planned for December 2022.

Given current legislative progress, Slovakia will not implement the Directive into its national legislation before the implementation deadline of 31 January 2023. The content and as well the effective date of the new legislation remains unclear. If not timely implemented, certain provisions of the Directive – i.e. only those that are unconditional, sufficiently clear and precise – shall have direct legal effect.

Summary of the current and future legal landscape for Slovak

Apart from cross-border mergers, Slovakia currently lacks a clear unified framework for conversions and divisions across borders. To date, only domestic divisions and conversions are regulated under Slovak law.

By contrast to the current status, where the cross-border and domestic mergers are regulated in the Commercial register, the implementation of the Directive should result into a new comprehensive Act on Conversion of Commercial Corporations and syndicates.

With the implementation of the Directive, we expect to have a unified legal framework for mergers, divisions and conversions across border within the EU/EEA. We expect these important structuring tools will further facilitate cross-border transactions.

Key local contacts

Should you have any questions or in case you require any assistance in this regard, please do not hesitate to contact us.

Other country specific 

For reference, please find other country-specific information we prepared as part of this Insight Series here.