The more detailed regulations relating to transformations of business corporations are contained in Act No.
125/2008 Coll., on Transformations of Business Companies and Cooperatives (hereinafter referred to only as the “Act on Transformation“).
90/2012 Coll., on Commercial Companies and Cooperatives (hereinafter referred to only as the “Act on Business Corporations” or the “ABC”) and accompanying legislation relating to private law reform.
The general reasons for resolutions on dissolution of a business corporation, whether voluntary or involuntary, are newly regulated in Sections 171 – 173 of the NCi Co and Section 93 of the ABC, with the list of the most common ones being provided below.
With respect to the transformation it is necessary to determine the decisive day from which the acts of the legal entity to be terminated are considered from an accounting point of view to be acts entered into on the account of the successor company.
The decisive day is set so as not to precede the day of the filing of a petition to enter the transformation in the Commercial Register by more than 12 months.
Furthermore, there is a general premise that it is possible to withdraw a resolution on the entry into liquidation until the point of time when its purpose is met; in this instance the purpose being to settle and adjust the assets of the dissolved business corporation (hereinafter referred to only as the “liquidated assets“), to satisfy creditors’ debts and to dispose of the net assets value, which is established from the liquidation procedures.
The Special Servicer shall also be entitled to additional servicing compensation in the form of a Liquidation Fee (other than with respect to the Outside Serviced Mortgage Loans) payable out of the Liquidation Proceeds prior to the deposit of the Net Liquidation Proceeds in the Collection Account or the Loan Combination Custodial Account, as applicable.