Buying, selling and reorganising businesses · Czechia and Slovakia
Carve-out: selling part of a business
The buyer wants only the online store, manufacturing business or one operation, and you do not want to sell everything. A carve-out separates part of the business into a standalone company, through a partial division under the Transformations Act or a transfer of part of the business. We handle the entire chain, from choosing the route through contracts and employees to selling the carved-out company.
- Partial division and transfer of part of a business
- Sale preparation handled by the same firm
- Stage prices agreed in advance
What we'll do for you
A carve-out is a two-stage project. First a clean separation, then the transaction. Each stage has its own scope and a price you know in advance.
Select an item to see the details.
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Choosing the route
A partial division under the Transformations Act (Act No. 309/2023 Coll.) transfers the separated business to a successor by operation of law; transferring part of a business is a contractual route with different consents and tax consequences. We compare both for your case, together with your tax adviser.
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Defining the business
A precise inventory of what is being separated — assets, contracts, employees, licences, data and brands. Unclear boundaries are the most common source of post-transaction disputes.
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Plan or agreement
A partial division plan with corporate resolutions and creditor protection, or an agreement transferring part of the business — including a notary and the forms required by law.
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Employees and contracts
Employee transfers, information duties, consent clauses in key contracts and transfer of authorisations — so the carved-out business functions from day one.
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Subsequent transaction
Sale of the carved-out company, investment or arrangements with the rest of the group — including transitional services between the old and new structures.
Deliverablea carved-out business in a standalone company, ready for sale, an investor or independent operation
How it works
Does this process fit your matter? Describe it to the attorney →
- Consultation and planday 0
What to separate, why and how — with a timetable and prices by stage.
- Separation
Partial division plan or transfer of part of the business, employees, contracts and registers.
- Independent operation
The carved-out company operates with its own contracts, authorisations and accounts.
- Transactionif one follows
Sale or investment — with due diligence and documentation handled by one firm.
Not every sale involves the whole company. Increasingly, it is a division, operation or brand that is sold — and that requires precise separation first. Since 2024, Slovak law has also offered an effective tool: partial division, in which the original company continues to exist.
We manage the carve-out as one project with two stages — separation and sale — taking responsibility for the legal work in both.
No-obligation enquiry
Ready to start?
Send us an enquiry. We reply within 24 hours with a price confirmation and next steps. The first 30-minute consultation is free and commits you to nothing.
- 1Send your enquiry via this form
- 2Within 24 h you get a price confirmation and plan
- 3We start work only after your approval
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What clients ask
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Partial division or transfer of part of a business — what is the difference?
In a partial division, the separated assets and liabilities pass to the successor company as a whole by law, including contracts and obligations, while the original company continues. A transfer of part of a business takes place by agreement, giving greater control over its content but involving different consent and form requirements. Tax consequences also differ, so choosing the route is a joint decision with your tax adviser.
What happens to contracts belonging to the carved-out business?
In a partial division, they pass to the successor under the plan; in a business transfer, they pass with the transferred business. In both cases, however, we check key contracts for change-of-control and non-assignment clauses. A customer or supplier unaware of the transition is an unnecessary risk; a communication plan is part of the project.
How long does a carve-out take?
A matter of months — partial division involves statutory steps and creditor-protection periods, while a business transfer requires preparation of the inventory and consents. If a sale follows, the stages can partly overlap: the buyer's due diligence can begin during separation.
The buyer wants only part of the business — can we simply sell the assets?
An asset deal is a third route and sometimes the fastest — but the buyer chooses what to take, and the seller may be left with unexpected liabilities. A carve-out followed by a share deal produces a cleaner outcome for both sides. We compare all three routes for your case during the consultation.
Legal Q&A
Common questions on this topic
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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.
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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.
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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.
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Further reading
Partial division: separating part of a business while the original company survives
Since March 2024, property, an ongoing project or an entire division can be separated into another company without dissolving the original entity or selling the business. A partial division under Act No. 309/2023 Z. z. transfers the selected part, and everything attached to it, on one date.
Read more →
Legal due diligence before buying a company: what is checked and what usually emerges
Pre-acquisition legal due diligence examines the chain of share transfers, customer contracts, employment, software and registers. The result is practical: findings shape representations and warranties, purchase-price escrow and price adjustments.
Read more →
Family business succession: transferring to children during your lifetime
Leaving a family business handover to inheritance is the most expensive option: several heirs may share one interest and block decisions. Lifetime succession relies on staged transfers, an agreement between generations and often a holding structure.
Read more →