Introduction

1. The Cross-border Merger Directive has been implemented in the Slovak Republic by the Amendment to the Commercial Code of 27 November 2007, which has introduced a new general section into the Commercial Code on cross-border mergers of companies in the territory of the European Economic Area Member States (Art. 69aa Commercial Code), as well as certain special provisions on cross-border mergers of joint-stock companies (public limited liability companies) into the section of the Commercial Code regulating joint-stock companies (Art. 218a to 2181k Commercial Code). The provisions regulating mergers of joint-stock companies shall apply to cross-border mergers of other types of companies as well, unless otherwise stated in the provisions regulating particular legal forms of companies.

2. If the surviving company (the company resulting from the cross-border merger) is a company with its registered seat in the Slovak Republic, the provisions of Slovak law regulating the establishment and creation of the given legal form of a company or cooperative must be complied with as well.

Scope of the new rules

3. In the Slovak Republic, all types of commercial company established under Slovak law can be involved in cross-border mergers, i.e. general partnership (verejná obchodná spoločnosť), limited partnership (komanditná spoločnosť), private limited liability company (spoločnosť s ručením obmedzeným), joint-stock company (or public limited liability company, akciová spoločnosť), as well as the European Company (SE) and the European Cooperative Society (SCE).