Selling and buying a business

An NDA (Non-Disclosure Agreement) protects information shared during negotiations. An LOI (Letter of Intent) records the key terms of the planned transaction before the main agreement is prepared. An SPA (Share Purchase Agreement) is the principal agreement transferring an ownership interest or shares.

A small ownership-interest transfer with documents ready can take several weeks. A transaction with due diligence and negotiation usually takes several months. We set the exact timetable according to document readiness and the pace of both parties.

Through the agreement's payment mechanics: purchase-price escrow, payment on signing against transfer, and retention only for precisely defined risks. Never transfer first and hope for the best.

It is not mandatory. Without a review, however, the buyer takes on risks that may not appear in the accounts or register. The scope can be tailored to the transaction size, and even a focused review of key contracts and disputes can identify significant risks.

An agreement transferring an ownership interest in a Slovak s.r.o. concluded from 17 August 2026 must take the form of a notarial deed or be authorised by a lawyer. We provide the authorisation directly within the transaction, without a separate visit to a notary.

Yes. We are registered with both the Slovak and Czech Bar Associations. We investigate the Czech target and register the transfer in Czechia, coordinating the related Slovak steps within one firm.

Yes. Real estate, key contracts and employment relationships are standard parts of the review and contractual documentation. In a business sale, employment rights and duties towards employees pass from seller to buyer directly by law (§ 480 of the Commercial Code), as do industrial and other intellectual property rights relating to the business activities of the business sold (§ 479). In an ownership-interest transfer, the company remains the same and its owner changes. We discuss the practical implications at the outset.

Valuation is for an expert or financial adviser, and we can connect you with one if needed. We ensure the agreement protects the agreed price through appropriate warranties, retention and a price-adjustment mechanism.

The agreement's representations, warranties and remedies are decisive. It may provide for a purchase-price reduction, contractual penalty, retention or escrow of part of the price. Without such a mechanism, asserting a claim is often harder and may result in litigation. Protection must therefore be arranged before signing.

Yes, if its contract permits this. Change-of-control clauses appear in supply, distribution and loan agreements. We look for them early in due diligence because the departure of a key partner can materially affect the company's value.

The agreement should define precisely what the seller can do during this period. Usually, the company must continue ordinary operations, avoid extraordinary liabilities and not dispose of assets beyond the agreed limits. Otherwise, the buyer might receive a different company from the one reviewed.

These are legally and fiscally different routes. In an ownership-interest sale, the buyer takes over the whole company, including its history and liabilities. A sale of the business, or a part forming an independent organisational unit, transfers assets and associated rights and duties; under § 10 of the VAT Act, such a transfer is not treated as a supply of goods or services if the buyer is or becomes a VAT payer. We choose according to what the buyer actually wants to take over and avoid, discussing both routes at the initial consultation.

Without it, the buyer inherits the worst possible tax position. Under § 54b(2) of the VAT Act, the seller must provide the buyer with data on deducted tax and adjustments of deducted tax on capital assets. Without those data, § 54b(3) creates a legal presumption that tax was deducted in the acquisition year at 100% of the assets' fair value. This is not a penalty that can be rebutted by arguing that the seller failed to deliver documents, so we make delivery a closing requirement supported by a representation and retention. We discuss succession in an asset deal in Is VAT payable on the sale of a business or part of it? and Bought a business without a tax schedule?.

Yes, and for related parties this is a real risk. Under § 69(13) of the VAT Act, a customer is liable for a supplier's tax if the supplier did not pay it and the customer should and could have known it would not be paid. The law specifies three sufficient grounds for such knowledge: an economically unjustifiably high or low price, personal links between the parties and payment to a supplier bank account other than a published account. Personal links are particularly relevant to intragroup transfers and the period immediately after an acquisition, when the statutory representatives on both sides may still be the same. We discuss the conditions, procedure and option to pay the tax directly to the tax authority in Can I be liable as a customer for VAT my supplier has not paid?.