Over time, one company may accumulate too much: its main business, a building, a development project and a service division. To sell one part, admit an investor or separate it from the rest’s risks, the choices until recently were a business sale, an asset contribution to another company or a full division dissolving the original company. From 1 March 2024, Act No. 309/2023 Z. z. on transformations of companies and cooperatives opened a fourth route: partial division, known in transactional practice as a carve-out.
Full and partial division are different
Company division now has two forms. A full division dissolves the dividing company and distributes all its assets and liabilities among successors. Partial division is a lighter intervention.
Unofficial English translation:
A partial division is a procedure in which the dividing company is not dissolved and the part of its assets and liabilities specified in the transformation project passes (a) to one or more existing companies, (b) to one or more newly formed companies, or (c) through a combination of the forms in (a) and (b). — § 2(9) of Act No. 309/2023 Z. z.
The original company continues with its identification number, contracts and history, minus the separated part. The statutory starting point is that its shareholders also become shareholders of the successor on effectiveness, creating sister companies. The project may provide otherwise, deciding who remains in which entity and providing a settlement interest for a departing shareholder.
Eligibility and the equity test
Partial division is reserved for capital companies: only a joint-stock or limited liability company may divide, and participating companies must share the same legal form. Alongside general transformation obstacles, liquidation, bankruptcy without administrator consent, restructuring without a plan contemplating transformation or pending dissolution proceedings, there is a special equity test.
Unofficial English translation:
A partial division is prohibited if, on the date under § 8(d), the dividing company’s equity is lower than its registered capital. — § 57(3) of Act No. 309/2023 Z. z.
The § 8(d) date is the accounting effective date, from which transactions relating to the transferred part are attributed to the successor. Transformation is also prohibited if the dividing company or a successor would face impending insolvency afterwards. Directors pushing it through nevertheless are liable for harm to the company, shareholders and creditors.
The transformation project: the central document
A draft transformation project replaces a transfer agreement. Alongside general requirements, it must precisely describe transferred and retained business assets and liabilities, rules allocating interests, and identify shareholders and employees by name. Precision is substantive: property not clearly allocated or ascertainable by interpretation becomes jointly owned by the dividing company and successors, while ambiguously allocated liabilities are shared proportionately. That is not a position anyone wants for real estate or a key contract.
The draft is published at least one month before the general meeting, and its preparation is notified to the tax or customs office at least 60 days in advance; the dividing company also has this duty. Approval requires two thirds of all shareholder votes in an s.r.o., or two thirds of shareholders present in an a.s., and a notarial deed. All participating companies then file simultaneously within 30 days of approval.
When an auditor or expert is needed
An auditor is almost always needed. After approval and before filing, the auditor certifies that over-indebtedness or impending insolvency will not prohibit the transformation. Detailed review of the project itself is required in an s.r.o. only if a shareholder requests it or the company is in crisis. For an a.s., it is required unless all shareholders waive it. Division of an a.s. also always requires an expert valuation for in-kind contributions to successors.
Registration effects: contracts, employees and creditors
Partial division takes effect on commercial register entry. From 17 August 2026, only the register court handles it: the new Commercial Register Act gives notaries ordinary registration powers but expressly excludes transformations (§ 42(2) of Act No. 29/2026 Z. z.). Related entries are made on the same date, within five working days of receipt.
The entire separated part transfers on one day. Contracts, receivables and liabilities allocated by the project pass by law without individual assignments or counterparties’ consent. Check change-of-control clauses, however, as they may give counterparties termination rights. The project identifies employees by name, and employment rights and obligations pass under Labour Code § 28, Act No. 311/2001 Z. z., with one month’s advance information. Creditors remain protected: the dividing company guarantees liabilities transferred to successors up to the net business assets transferred to the relevant company. A creditor whose recovery position worsens may request adequate security within six months of publication of registration.
What partial division is useful for
A typical example is a developer separating a project or building into a company before selling interests in that entity, without the history of the remaining business. See company mergers and property registration for updating title after transformation. The mechanism also suits groups separating assets from operational risk and businesses admitting an investor into only one division. Transformations have tax consequences too: where the original company disappears, minimum tax for legal successors becomes relevant.
We prepare partial divisions through our carve-out service, from structure and project to registration. This connects with mergers and acquisitions and holding structures. Legal due diligence beforehand helps ensure the project misses nothing. Start with an initial consultation to assess whether partial division suits your objective.
This article provides general legal information as at 29 August 2026. It does not constitute legal services or advice on your specific matter. Laws change and the details of your situation may differ. Check the appropriate course of action or contact us before making a decision.
