Commercial Law

  • The National Council has adopted the amendment on Act No. 222/2004 Z.z. on VAT, which amends also some provisions of the Commercial Code concerning the limited liability company. Specifically, the amendment relates to the registration with the commercial registry of the change of participant in case of a transfer of the participation interest. According to the new text of the Act, the company is obliged to file such change together with the approval of the tax administrator. The tax administrator will issue an approval only if the selling and acquiring participant have no tax arrears (or only up to the amount of EUR 170). The company has such obligation only in case of transfer of a majority business share, it being specified that the transfer becomes effective on the day of its registration. The Act specifies when the approval of the tax administrator is not required (e.g. in case of a foreign person). In addition, based on the amendment, a person with tax arrears cannot establish a limited liability company. The fact whether a person has any tax arrears will be examined by the competent registration court. The Amendment will become effective on October 1, 2012.

Financial Law

  • In order to increase revenues of the state budget, the National Council adopted Act No. 235/2012 Coll. on Special Contribution from Business and Regulated Industries. The Act defines regulated entities and imposes an obligation on them to pay the special contribution. The regulated entities include mainly: energy companies, insurance companies, public health insurance companies, pharmaceutical companies, entities doing business in the domain of electronic communications, postal services, rail transport and air traffic, public water systems and sewer systems, as well as health care providers. The obligation of the regulated entities to pay the contribution arises when their financial results reach the amount of the contribution base (i.e. EUR 3.000.000). The amount of the contribution payable by the regulated entities is calculated as follows:

Rate of Contribution x Amount Exceeding the Amount of Contribution Base 

Under the law, the rate of contribution is 0,00363 per regulated entity. The Act will become effective on September 1, 2012.

  • From the same reason, amendments of Act No. 384/2011 Coll. on Special Contribution of Selected Financial Institutions and Act No. 118/1996 Coll. on Deposit Protection were adopted. According to the amendment, banks cannot increase prices and fees or require specific performance with the aim to cover the cost associated with the special contribution and its instalments. If a bank increases its prices or fees, it must clearly and unambiguously distinguish the reasons of their increasing from the reasons connected to the payment of the special contribution. In addition, by October 25, 2012, banks are obliged to pay an exceptional contribution in the amount of 0,1% of the base for calculation of the contribution. The exceptional contribution is intended primarily to support the development programs of the government. 

Other legislation adopted by the Parliament 

  • In order to resolve several disputes concerning enforcement of claims against state assets, the Parliament adopted an amendment of the Execution Order, which determines state property excluded from such enforcement. Under the law, the following assets cannot be subject to judicial enforcement: immovable state property administered by a public authority, except for temporary administration; state budget revenues, funds of a public authority deposited on a current bank account, and receivables of a public authority from legal relations; securities owned by the state and ownership interests of the state in legal persons; funds intended to cover the budget deficit. The act became effective on the date of its promulgation. 

Draft bills in the legislative process

  • Ministry of Justice submitted a proposal of a substantial amendment of the Commercial Code, which introduces significant changes in claims payments and borrower default; it also defines a new type of unfair competition practice - the “intrusive harassment”. The proposed entry into effect is February 1, 2013. According to the amendment, intrusive harassment is the data reporting on a competitor or his services, as well as the offer of goods and services made by electronic means, by phone or by fax, despite the fact, that the addressee does not ask for such an activity. The intrusive harassment represents also advertising, in which the author does not identify himself, as well as if he fails to provide the information, how the addressee can order stoppage of the advertisement notification. It is not a case of intrusive harassment if the advertisement is sent to an electronic address, which the entrepreneur received in connection with the sale of goods or the provision of services. Under the amendment, the maximum period for payment of a debtor´s financial obligation is 60 days following delivery of the request for payment of the creditor. This does not apply in case the parties have expressly agreed on a longer payment period. An agreement on the date of delivery of the document is not admissible. A specific period for performance is stipulated for the debtor that is a public authority. Pursuant to the proposed wording of the amendment, the borrower will be in default if he does not fulfil his financial obligation within 30 days from the delivery of the request or within 30 days from the date of providing the performance by the creditor, whichever occurs later. If the date of delivery of the request is unclear, the borrower is in default at the end of the 30th day after the date of providing of the performance by the creditor. Similarly, the default of a borrower that is a public authority is adjusted specifically.