16. Overview of procedure and timeline

Common draft terms

The management of each of the merging companies is required to prepare the common draft terms in writing.

Publication

At least one month before the date of the shareholders' meeting the common draft terms:

• must be deposited with the Collection of Deeds of the competent Commercial Register; and
• notification of such deposit must be published in the national gazette

Report of the management

The statutory body of the merging companies must prepare a report on the proposed cross-border merger explaining and justifying the legal and economic aspects of the cross-border merger, the essentials of the common draft terms and their implications for shareholders, creditors and employees. The report must be made available no less than 30 days prior to the date of the shareholders' meeting.
The report must be prepared in the case of a stock corporation. If all shareholders of a limited liability company waive their right to receive the report, the managing directors are not required to prepare a report.

Independent expert's report

An independent expert's report intended for shareholders and employees (or their representatives) must be drawn up for each merging company and made available no less than 30 days prior to the date of the shareholders' meeting.
If all shareholders of all stock corporations involved in the merger waive their right to an independent expert report, no report is required.
In the case of a limited liability company, the independent expert's report is required only if a shareholder so requests.

Report of the supervisory board

This report is required only in the case of a stock corporation that has a mandatory supervisory board.

Information duties

vis-à-vis creditors:

Publication of the common draft terms as well as publication of special data in the national gazette 30 days prior to the date of the shareholders' meeting.
In addition, each Slovak company has to make available at its registered office specified information and documents 60 days prior to the date of the shareholders' meeting.

vis-à-vis shareholders:

The common draft terms, financial statements of all companies concerned, informational financial statement, reports of the management of all companies concerned, and the report(s) of the independent expert(s) must be made available to the shareholders at the seat of the Slovak company at least 30 days prior to the shareholders' meeting. In the case of a limited liability company, these documents must be sent to the shareholders together with the invitation to the shareholders' meeting.

vis-à-vis employees:

At least 30 days prior to the date of the shareholders' meeting, the same documents as described above must be provided to the representatives of the employees (if any) or to the employees.

Approval by the shareholders' meeting

The actions needed to convene the shareholders' meeting must be carried out at least 15 days (for limited liability companies) or 30 days (for stock corporations) prior to the shareholders' meeting. The approval of the shareholders' meeting must be executed in the form of a notarial deed.

Execution of the common draft terms

The common draft terms must be executed by the companies concerned in the form of a notarial deed.

Pre-merger certificate (outbound merger)

The notary issues the pre-merger certificate once all conditions for the cross-border merger have been met.

Registration of changes arising out of the merger (inbound merger)

The management of the absorbing company must file an application for registration of the changes with the Commercial Register competent for the absorbing company. The merger is legally effective upon registration of the merger with the Commercial Register of the absorbing company.

Registration of deletion of transferring company (outbound merger)

After registration of the merger with the foreign Commercial Register, the management of the transferring company must file an application for its deletion. The deletion of the transferring company has declaratory effect only.