The transfer of assets to a partner is the decision of the partners or of the competent authority that the company is dissolved without liquidation and its assets and rights and obligations, including the rights and obligations of labor relations are taken by one of the partners. This partner can be either a legal or a natural person, and must be a resident or have a registered office in the Czech Republic.
Legal effects of the transfer of assets occur on the date of the registration of the transfer of assets in the Commercial Register.
Under the conditions set by law for various types of companies, partners or a competent authority may decide that the company will be dissolved without liquidation and the company‘s assets, including the rights and obligations of labor relations assumes a receiving partner.
Cancellation of a cooperative with the transfer of assets to a member of the cooperative is prohibited by law.
The receiving partner must be an entrepreneur as of the date of project processing and as of the date of the application for registration of the transfer of assets in the Commercial Register.
The receiving partner must give the other shareholders of the acquired company a cash settlement.
The amount of the settlement provided to other shareholders of the dissolved company shall be proportionate to the fair value of their shares. The adequacy of the settlement must be confirmed by expert opinion.
Payment of reasonable settlement offered to other shareholders is made within one month from the date of registration of transfer of assets in the Commercial Register.
If the receiving partner is a Czech legal entity other than a corporation or cooperative, the tranfer of assets to the partner shall be approved by the company‘s highest authority. In case the legal entity does not have any higher authority the project of asset transfer is approved by its supervisory authority. If there is no supervisory authority, the project is not subject to approval.
Opening balance sheet and final accounts are drawn up by the successor shareholder and approved only if the entity is an accountning unit under the Accounting Act.
The obligation of the accepting shareholder to repay the outstanding deposit or part thereof or the issue price of shares of the company being acquired shall expire on the registration of the transfer of assets in the Commercial Register.
The obligation of other shareholders to repay the outstanding deposit or part of the issue price of the shares does not expire upon the registration of assets in the Commercial Register and a claim against the settlement payment is credited to claim repayment of the deposit or the unpaid portion of the issue price of shares.
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