Legal Q&A · Company sale & M&A

A company that owns real estate has been deleted from the Commercial Register. Can anything still be done?

Law as at 16 August 2026

Short answer

Yes, but only through the court. If assets that should have been dealt with in liquidation or bankruptcy are discovered after a company is deleted without a legal successor, the court, on an application by a person with a legal interest, orders supplementary liquidation, appoints a liquidator and restores the company's Commercial Register entry. Timing matters: if nobody applies within four years of deletion, the company's assets pass into state ownership.

Why this happens

A company that no longer exists remains entered on the title deed. This may result from negligence during liquidation, where a property was overlooked or the liquidator did not know about it because it was absent from the accounts. Sometimes it is land acquired decades earlier that comes to light only during land consolidation or the sale of an adjoining plot.

The problem is that the property cannot be dealt with. Nobody can sign for the owner because the company has ceased to exist, along with the managing director’s or liquidator’s authority to act.

Supplementary liquidation is the solution

The Commercial Code provides a specific mechanism:

If a company has been deleted from the Commercial Register without a legal successor and company assets are discovered that should have been subject to liquidation or bankruptcy, the court, on an application by a person demonstrating a legal interest in supplementary liquidation, shall order supplementary liquidation of the company’s assets and appoint a liquidator for that purpose.

— Section 75k(1) of the Commercial Code (unofficial English translation)

The procedure works as follows:

  • The application is made by someone demonstrating a legal interest, typically a former member, creditor, secured creditor or prospective property buyer.
  • The applicant must deposit an advance for liquidation; otherwise, the court terminates the proceedings (Section 75k(2)).
  • The court appoints a liquidator and restores the company’s Commercial Register entry with the information recorded at deletion (Section 75k(3)).
  • The company then uses its business name with the addition ‘v dodatočnej likvidácii’ (‘in supplementary liquidation’).
  • From restoration of the entry, the company is treated as if it had not ceased to exist (Section 75k(5)).

Only from that point is there someone who can act for the owner, enabling the property to be sold or otherwise dealt with.

Four years, then the position changes

There is one firm deadline in the whole matter:

If an application under paragraph 1 has not been filed within four years of the company’s deletion from the Commercial Register, the company’s assets pass into state ownership on expiry of that period.

— Section 75k(8) of the Commercial Code (unofficial English translation)

If you encounter such a property, the first fact to establish is the date the company was deleted from the Commercial Register. That determines whether supplementary liquidation remains available or whether the matter now requires discussions with the state.

What this means for creditors

Supplementary liquidation concerns more than assets. Unsatisfied claims and other rights against the company that existed when it ceased to exist are restored by the court’s decision. The limitation period did not run while the company was deleted, and after supplementary liquidation is ordered it cannot be shorter than one year (Section 75k(7)).

This may give a creditor who wrote off a claim a second chance. However, ordering supplementary liquidation does not affect the liquidation or bankruptcy already completed. If the discovered assets are insufficient to satisfy creditors, a share of the liquidation surplus received without good faith must be returned.

If you are buying such a property

Until the court orders supplementary liquidation and registers the liquidator, there is nobody with whom to enter into a valid agreement. Assurances that matters will ‘somehow be sorted out’ do not change that. The position can be checked before you sign anything. Through property due diligence, we establish when and how the owner ceased to exist, whether the four-year period is still running and who has a legal interest in applying. In company transactions, this forms part of company legal due diligence, where a deleted owner in the chain of title is a finding capable of stopping the entire deal.

We prepare and conduct the proceedings themselves as part of our company liquidation and dissolution work. The first step is always the same and inexpensive: establish the deletion date.

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.

More legal questions

All questions and answers
  1. We are merging companies. Is the property automatically registered in the successor's name? Ownership passes automatically, but the land register entry does not change automatically. On the effective date of a merger, meaning the date the transformation is entered in the Commercial Register, the disappearing company's entire assets and liabilities pass to the successor by law. The land register does not learn of this itself and makes no automatic amendment. The change must be pursued through a separate application for a declaratory entry. Until then, the title deed names a company that no longer exists.
  2. We are buying property from a joint-stock company. What additional checks are needed? 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.
  3. How does lawyer escrow protect the purchase price when a company is sold? The buyer deposits the purchase price in a separate account held by the lawyer, and the seller receives it only once the agreed conditions are met, usually after the change of member is entered in the Commercial Register. Escrow money is separate from the lawyer's assets. The lawyer may not use it and is professionally obliged to release it to the entitled person. Release conditions should be drafted so they can be verified by documents, rather than interpretation.
  4. We are selling one division of the company. When is this a sale of part of an enterprise and when merely a sale of assets? It depends on whether the division forms an independent organisational unit, that is, a self-contained, separately managed part of the enterprise carrying on a relatively independent activity. If it does, it is sold by a contract for the sale of part of an enterprise and the rights and obligations belonging to it pass to the buyer by operation of law, in the case of debts even without the creditors’ consent, although the seller continues to act as surety for them. If it does not, the regime for the sale of part of an enterprise does not apply and the assets, contracts, receivables and debts must be transferred separately.

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Mgr. Patrik Tulinský, LL.M. Czech and Slovak attorney · SAK 300422 · ČAK 19654

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