In addition to ordinary property due diligence, check whether the transfer falls under a special Commercial Code regime. If a joint-stock company transfers assets to a board member, a procuration holder, another person authorised to act for it or persons close to them, prior supervisory board consent is required. Conversely, if the company acquires assets from a founder or member for at least 10% of its registered capital, an expert valuation and filing of the agreement in the Collection of Deeds are required before the land registration application is submitted.
When deciding on an application to register title, the land register does not examine a company’s internal affairs. Approval therefore does not mean that the transfer will withstand a challenge; conversely, a missing document can stop the proceedings. If a joint-stock company is a party to the transaction, three additional areas need to be reviewed.
1. Is the company transferring assets to its own insiders?
Where a joint-stock company transfers assets to insiders, the Commercial Code requires internal oversight:
A company may grant credit or a loan, transfer company assets or make them available for use, or secure an obligation for a member of its board of directors, a procuration holder or another person authorised to act on behalf of the company, and for persons close to them or acting on their account, only with the prior consent of the supervisory board and on terms usual in ordinary commercial dealings.
— Section 196a(1) of the Commercial Code (unofficial English translation)
Two elements are often overlooked. Consent must be prior, rather than obtained retrospectively, and the terms must be usual in ordinary commercial dealings, so the price cannot be merely symbolic. If the acquirer is also authorised to act for another person, the rule applies as appropriate to performance for that other person. Consent is not required for performance by a controlling person in favour of a controlled person (Section 196a(2)).
2. Is the company acquiring from a founder or member?
The opposite direction, where a founder or member sells property to their own company, has its own regime that directly affects land registration proceedings:
If a company acquires assets under an agreement with its founder or member for consideration of at least 10% of its registered capital, the value of the subject matter of the agreement must be determined by an expert report. The agreement cannot take effect before it has been deposited, together with the expert report, in the Collection of Deeds.
— Section 59a(1) of the Commercial Code (unofficial English translation)
The same provision continues with a sentence establishing the order of steps. If the agreement needs entry in a special register to take effect, and the land register is such a register, the agreement and expert report must be deposited in the Collection of Deeds before that entry. The order cannot be reversed and corrected after title registration.
The following also applies:
- If the agreement is entered into within two years of incorporation, its draft must be approved in advance by the general meeting (Section 59a(2)).
- The rule applies as appropriate to agreements with persons close to founders or members and with controlling or controlled persons (Section 59a(3)).
- Exceptions cover agreements in ordinary commercial dealings, acquisitions under court or administrative decisions and assets acquired on a stock exchange (Section 59a(4)).
The Cadastral Act itself confirms that this is no theoretical point. Among the attachments to a title registration application, it expressly lists a declaration of compliance with Section 59a of the Commercial Code, or a declaration that those conditions do not apply to the company concerned (Section 30(4)(e)). Without it, the filing is incomplete.
If the agreement has not taken effect, performance provided must be returned under unjust enrichment principles, and members of the statutory body are jointly and severally liable as guarantors for its return (Section 59a(7)). For a managing director or board member, this is therefore a personal risk, rather than a formality.
Under the wording of Section 59a(5), paragraphs 1 to 4 apply to a joint-stock company. Whether, and to what extent, the same regime applies to a limited liability company must be assessed for the particular transaction. For intra-group transfers, this is a question that needs an answer in advance.
3. Has the company already been dissolved?
If the seller has been dissolved but has not yet entered liquidation, dealings in assets exceeding 10% of its registered capital require an expert valuation and approval by its highest body. Again, the legal act cannot take effect before it is deposited with the expert report in the Collection of Deeds (Section 68c(1)).
What this means for the transaction
Property due diligence and seller due diligence are two different things. A title deed says nothing about who sits on the board, whether there is a supervisory board, the amount of registered capital or whether the buyer is a person close to someone in management. These are precisely the areas where claims can emerge years after the transfer.
For company transactions, we therefore perform both legal due diligence on the company on the seller’s side and property due diligence. If the agreement is already on the table and you need to know what is missing, start with a purchase agreement review. In related-party transfers, some of the required documents must be obtained before the title registration application, rather than afterwards.
This answer provides general information on the law as at 16 August 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.
