Mergers and acquisitions (M&A)

In a share deal, you buy an ownership interest or shares — the company remains and its owner changes. In an asset deal, you take over a business or part of it — specific assets, contracts and employees. A merger or division entails statutory legal succession. In a change of legal form alone, the company does not cease to exist and its assets and liabilities do not pass to another person. The right route depends on the objective, risks and taxes; comparing the options is our first step.

In a merger by acquisition, the disappearing company passes into another, existing company, which becomes its legal successor. In a merger by formation of a new company, all original companies cease to exist and their assets and liabilities pass to a newly established successor. In Slovakia, both are governed by the Transformations Act (Act No. 309/2023 Coll.); Czechia has corresponding transformation legislation. We handle either route in both countries.

Yes — the Slovak Transformations Act (Act No. 309/2023 Coll.) distinguishes a full division, in which the divided company ceases to exist, from a partial division, in which the original company continues and only the separated assets and liabilities pass to the successor. A partial division is a practical way to separate a division, real estate or a risky operation into a standalone company while preserving the original. Czech transformation legislation recognises a similar form of division.

Yes, this is a cross-border merger — both the Slovak Transformations Act and Czech legislation expressly permit it within the EU. It requires coordination of documents, notaries and registers in both states. This is where one firm registered with both Bar Associations has an advantage: we prepare and register the entire transformation without handovers between lawyers in two countries.

The disappearing or divided company's assets and liabilities pass to the successor by law — contracts, receivables, obligations and employment relationships generally continue with the legal successor. In a change of legal form alone, the same company continues. In practice, change-of-control clauses in key contracts must be checked and information duties towards employees fulfilled — both form part of our preparation.

Expect months rather than weeks — the process includes statutory steps that cannot be skipped: the transformation plan, information duties, creditor-protection periods, approval and registration. A cross-border transformation also involves certificates and cooperation between registers in two states. We set an exact timetable during the initial consultation.

Selling and buying a business is a separate service for a standard transfer of one company, with a transfer agreement and warranties. This page covers a broader scope — corporate transformations, cross-border structures and the acquisition process as a whole. If you are unsure where your situation fits, write to us; during the consultation, we explain the suitable approach and its price.

An approved cross-border transformation or cross-border change-of-legal-form plan must take the form of a notarial deed or, from 17 August 2026, an agreement authorised by a lawyer (Act No. 29/2026 Coll.). As lawyers registered with both Bar Associations, we provide that authorisation directly as part of preparing the transformation, without a separate visit to a notary.

The exchange itself is not taxed. Under § 3(2)(d) of the Income Tax Act, income arising from acquiring or exchanging new shares or ownership interests during a transformation of commercial companies or cooperatives is not subject to tax, including where the transformation involves assets of a company based in another EU Member State. Taxation arises on later dealings with the interest, so particular attention is paid to the tax acquisition value assigned to the new interests.

Yes. Under § 46b(7)(a) of the Income Tax Act, the exemption from minimum tax for a newly established taxpayer expressly excludes a taxpayer that is the legal successor of one dissolved without liquidation. A company created by merger through formation of a new company, or division through formation of new companies, therefore pays minimum tax for the period covered by its first return; for a period shorter than twelve months, it is calculated proportionately. This is another aspect of choosing the effective date, which we take into account when proposing the timetable. We discuss it, including what happens to unused credits, in Does a new company formed by merger pay minimum tax in its first year?; the new bands applicable from 2026 are summarised in Corporate minimum tax has a fifth band from 2026.

For VAT, yes. Under § 10(3) of the VAT Act, a transfer of assets to a successor in a partial division or cross-border partial division is not treated as a supply of goods or services, and the successor is regarded as the legal successor in respect of the assets received. This brings a duty to continue adjustments of deducted tax on capital assets, and the divided company must provide the relevant data. Without it, the law presumes full deduction, so we address delivery of the information in the transformation plan.