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

Answered by , Czech and Slovak attorney, admitted to the Slovak and Czech Bars (SAK 300422 · ČAK 19654).

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. Can I, as a customer, be liable for VAT my supplier has not paid? Yes. A VAT payer receiving goods or services is liable for tax at the preceding stage if the supplier has not paid it and, when the tax liability arose, the customer knew or should and could have known that it would remain unpaid. The Act lists three sufficient grounds for such knowledge: an unreasonable price, shared personnel or ownership between the parties, and payment to a bank account other than the supplier's published account.
  2. Is VAT payable on the sale of an enterprise or part of one? Generally not. The sale of an enterprise, or part forming an independent organisational unit, is not treated as a supply of goods or services if the buyer is a VAT payer or becomes one by law. However, the buyer becomes the seller's legal successor for the assets transferred. If the seller does not provide information about VAT deducted on capital goods, the Act presumes a full deduction.
  3. Does a new company created by a merger pay minimum tax in its first year? Yes. The minimum tax exemption for a newly formed taxpayer expressly excludes a taxpayer that is the legal successor of one dissolved without liquidation. A successor company created by a merger into a new company or a division therefore pays minimum tax for the period covered by its first tax return. For a period shorter than twelve months, the amount is calculated proportionately.
  4. 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.

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

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