Corporate funding and modification, representation, liquidaiton

Our law firm provides the following comprehensive representation of business associations and other corporations:

Our office has extensive experience in the establishment, operation, and transformation of business associations. Our services include administration related to company formation, registration of changes, mergers, and splitting, as well as legal representation during voluntary dissolution, bankruptcy and liquidation proceedings.

1. Company Formation, Modification, Transformation

With the help of our office, you can establish a company quickly and efficiently. After signing the founding documents and the payment of procedural fees, the required documents are submitted without delay to the registry court, so company registration can take place in just a few business days.

§ We are flexible to your needs and upon request may receive you outside of typical working hours, and if need be, it is also possible to sign the documents outside our office or online.

Whether there is a change in the company's ownership structure or a new managing director is elected, there can be many economic reasons for a company modification. Our office provides prompt and efficient legal support to carry out the necessary tasks for any company modification.

In the case of transformations (mergers, demergers) or changes in corporate form, our office provides professional advice to clients on specific issues of these complex procedures and handles them comprehensively. Through our experienced partners, we can also provide accounting and auditing services to our clients.

2. Key Issues Affecting Articles of Association

During the economic and business operations of companies, it is often essential to specify provisions in the articles of association that deviate from the general rules. This allows for different regulations regarding the actual management of the company and the distribution of profits—within the framework prescribed by law. Given that the examples below are not exhaustive, we only mention the most common regulatory possibilities:

§ In the case of a limited liability company, the transfer of business shares for consideration other than money (e.g., in a purchase agreement) can be excluded;

§ The acquisition of business shares by way of inheritance can be excluded;

§ The distribution of dividends and voting rights may differ from the size of the business share;

§ Members may grant each other or the company a pre-emption right in case of the transfer of business shares;

The above provisions are recommended to prevent the entry of an undesirable "member" into the company and to limit the influence and share of certain members if necessary.

3. Sole Proprietorships

LLCs and private limited companies can be established (or operate) as sole proprietorships. Accordingly, different provisions of the articles of association apply to the sole proprietorship form, both when using a template contract and when using a non-standard regulation.

Due to the sole proprietorship form, several issues regulated in the articles of association are conceptually excluded: there is no general meeting, no need to regulate, for example, the distribution of profits, there is no member with a majority or qualified majority influence, etc.).

§ It is important to emphasize that the sole member of a company has to face with an elevated, almost unlimited liability!

4. Bankruptcy, Liquidation Proceedings, Dissolution

Our office assists in both simplified and "traditional" voluntary dissolution procedures and provides comprehensive legal representation in liquidation proceedings until the final resolution of the case.

Voluntary winding-up is a procedure aimed at dissolving the company without a legal successor. This can occur if the company is not insolvent and the owners decide they no longer wish to operate the business. The purpose of voluntary dissolution is, therefore, to settle the company's assets, including both the assets the company had at the start of the procedure and any assets acquired during the process.

In contrast, liquidation proceedings are a dissolution option for a company struggling with financial problems. In practice, insolvency typically arises from debts from various transactions, bank loans, tax burdens and other outstandings, as well as lawsuits.

If there is a chance to settle the debts, it is often advisable to initiate bankruptcy proceedings, as it allows for an agreement with creditors during the payment moratorium period or even during the liquidation proceedings. The key difference between liquidation and bankruptcy is that in liquidation, the debtor generally shows no willingness to pay, while in bankruptcy, the debtor strives to avoid temporary insolvency and ensure creditors receive their claims as soon as possible.

Our office represents creditors in debt collection and initiates liquidation proceedings against the other party as part of a claim enforcement process.

Our office represents debtor companies against the party submitting the liquidation request and before the court until the liquidation order is issued, particularly if the origin of the debt is disputed.

5. Mandatory Legal Representation in Company Procedures

According to the provisions of Act V of 2006 on Public Company Records, Court Company Procedures, and Voluntary Winding-up, legal representation is mandatory in company registration (and change registration) procedures. Company documents can be registered with the registry court if they are attested by an attorney or included in a public deed.

Within the scope of our representation, our office provides clients with full information about the chosen company form, clarifying initial questions regarding the establishment and operation of the company. We also provide detailed information on the relevant legal requirements, such as drafting company documents, choosing a suitable company name for a new company, and submitting the company documents electronically. Our office handles other procedural actions related to the application during comprehensive legal representation until the registry court's registration order is made.