Crisis - what changes does the amendment to the Commercial Code bring?
The amendment to the Commercial Code modified the definition of a company in crisis.
Society is in crisis if:
- is in bankrupt or
- it is threatened with decline or
- has an equity to debt ratio of less than 8 to 100.
According to the amendment to the Bankruptcy Act, a company is at risk of bankruptcy if it can be reasonably assumed that its insolvency will occur within 12 calendar months.
Section 67b of the Commercial Code, which established the obligations of the company's statutory body in crisis, is being repealed. At the same time, the amendment supplements the Bankruptcy Act, which regulates this issue much more strictly and in more details than the Commercial Code, including the penalty of a statutory representative with a fine of EUR 12,500. You can read about the duties of the company's statutory body in crisis in our special article.
Abolition of restrictions on the sale of a majority business share
With effect from 17/07/2022, the Commercial Code does not distinguish between majority and minority business shares. It will no longer be necessary to wait for the decision of the registry court, but the effects of the transfer of the business share will come into force with the contract, regardless of the size of the business share.
At the same time, it will not be necessary to submit the tax administrator's consent to the transfer of the business share or affidavits of the transferor and transferee.
Taking over the capital of a public trading company
Only a person registered in the register of legal entities, entrepreneurs and public authorities can take over the assets of a dissolved public trading company, and not a natural person as before.
Appointment of the liquidator of the company
In the event that the company's shareholders or the company's general meeting decide to dissolve the company, they are obliged to appoint a liquidator at the same time. Thus, the possibility of subsequent appointment of a liquidator is cancelled.
If the company is dissolved by the court, the company's partners or the general meeting will be obliged to appoint a liquidator within 60 days of the company's dissolution so that the company enters into liquidation no later than 90 days after the company's dissolution.
Attachments to the proposal for the deletion of the company after the end of the liquidation
If the liquidated company has tax arrears or if a tax audit is being carried out in the liquidated company, the liquidator will be obliged (since July 17th 2022) to attach to the proposal for the deletion of the company a written statement about the absence of tax arrears and, at the same time, a statement that the tax audit is not in progress. It is enough to attach one of these documents by 7/16.