Amendment to the Commercial Code approved — several changes to take effect from 17 July 2022

Date: 02.05.2023

Consent of the tax administrator

By the present amendment, the provisions of Section 115(6) to (11) of the Commercial Code are being deleted, and therefore it will no longer be necessary to submit to the transfer or division of a majority business share the consent of the tax administrator or a sworn declaration. By deleting this obligation, the entire process is significantly administratively simplified, since for transfers or divisions of majority business shares that occur after 17 July 2022 it will not be necessary to attach to the registration court either the consent of the tax administrator or a sworn declaration that the consent of the tax administrator is not required.

Transfer of a majority business share

The said amendment will result in a change to the wording of Section 115(5) of the Commercial Code, thereby regulating the moment when the effects of the transfer of a majority business share are acquired, and thus aligning it with the regulation of the moment when the effects of the transfer of a minority business share are acquired. According to the amended wording of Section 115(5) of the Commercial Code, the effects of the transfer of a business share towards the company occur "from the day of delivery of the contract on the transfer of the business share to the company, if they do not occur only with a later effectiveness of the contract, but not earlier than the general meeting expresses its consent to the transfer of the business share, if under law or the articles of association the consent of the general meeting to the transfer of the business share is required." The foregoing applies regardless of whether the transfer concerns a majority or a minority business share; therefore, the entry of the transfer of a business share in the commercial register will have only a declaratory character.