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.
Take care with older sources
Mergers are no longer governed by the Commercial Code. Its Section 69 now only refers to separate legislation: Act No. 309/2023 Coll. on Transformations of Companies and Cooperatives. Articles and templates that still cite Sections 69 et seq. of the Commercial Code for a merger are outdated.
Under the new Act, a merger by acquisition is a procedure in which a company is dissolved without liquidation, ceases to exist and its business assets and liabilities pass to another, existing company that becomes its legal successor (Section 2(4)).
Ownership passes by operation of law
In a merger, property is not transferred by agreement. No purchase agreement is signed and no constitutive title registration application is submitted; the property passes together with the entire assets and liabilities:
On the effective date of a transformation involving a merger by acquisition or cross-border merger by acquisition, the assets and liabilities of the disappearing company or companies pass to the successor company.
— Section 5(1)(a) of Act No. 309/2023 Coll. (unofficial English translation)
That date is clearly defined: a transformation takes effect upon entry in the Commercial Register (Section 4(1)). The successor company therefore owns the property from that date, regardless of what the land register says.
The land register will not update itself
Rights to real estate that arise, change or end by operation of law are entered in the land register by a declaratory entry (záznam) on the basis of public and other documents (Section 34(1) of the Cadastral Act). The district office makes the entry on its own initiative or at the request of the owner or another entitled person (Section 35(1)); the application must include a document establishing the right to the property (Section 35(2)).
The land register does not learn of the merger from the Commercial Register. If you do not apply for the declaratory entry, the title deed will continue to name the company that has ceased to exist, although someone else legally owns the property. Companies most often lose months at this step.
The practical risks
- A sale stalls. Neither the buyer nor its bank will accept a title deed naming a company that no longer exists.
- Financing is delayed. The successor signs the mortgage agreement, but the land register shows another entity.
- Property tax issues arise. The owner files the return, and a mismatch between the records and reality is harder to resolve retrospectively than immediately.
- In a cross-border merger, it is also necessary to establish which country’s law governs effectiveness (Section 4(2)) and provide officially translated documents.
When a merger is not permitted
A transformation is prohibited, among other circumstances, if any participating or successor company is in liquidation, is subject to the effects of a declaration of bankruptcy or restructuring, or is the subject of court dissolution proceedings (Section 3(5)). The Act allows exceptions for bankruptcy and restructuring. Since 17 August 2026, a transformation is also prohibited if, as a result, the value of the successor company’s liabilities would exceed the value of its assets; liabilities subject to a subordination commitment are not counted (Section 3(5)(e)). This should be checked before preparation of the transformation plan begins.
We prepare mergers, including the transformation plan, creditor protection and subsequent registrations. See mergers and acquisitions and changes in the Commercial Register. If the merger has already taken place but the land register has not been updated, we can complete the outstanding work. Through property due diligence, we identify everything still registered to the company and submit applications for declaratory entries. If the merger is only now being planned, the land register update belongs in the timetable from the outset, rather than among tasks left over after closing.
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.
