Slovak Republic – sale of critical infrastructure companies

Just don’t be surprised that after 1 March 2021 you need Slovak Government approval to sell your company

As of 1 March 2021, Slovakia has joined the growing number of countries that require consent for the sale of a business, whether in the form of a share deal or an asset deal. Critical infrastructure refers to various elements or linear constructions, such as in particular: roads, motorways, railways and flight paths as well as energy distribution systems ranging from electricity, oil, gas, water and sewage to nuclear facilities and also heavy industry. Existing arrangements remain for the obligations of critical infrastructure elements in relation to the security plan or familiarizing employees.

New as of 1 March 2021, the state has reserved the right to review transfers of business interests, shares or the sale of a business, or creation of a lien, that have a nexus to a critical infrastructure element, regardless of the law governing such transactions. Transactions which directly or indirectly involve a change in a person who holds 10 % participation in the share capital or voting rights, or has the possibility of exercising influence over the management of the critical infrastructure operator commensurate with that share, will be subject to review.
An operator, mortgagee, liquidator, receiver, receiver, executor or other person entitled to transfer a critical infrastructure element, or whoever is to acquire the element, must request the competent Ministry to review the transfer – in advance and in writing.

The requirement for approval applies to critical infrastructure undertakings that fall within the energy (including mining) and industrial (pharmaceutical, metallurgical and chemical) sectors. The application is first assessed by the relevant line ministry (usually the Ministry of Economy) in terms of disruption of public order or Slovakian national security, or another Member State or the interests of the European Union. The result of this examination is to be communicated by the Ministry within 60 days of receipt of the application. If security risks are identified, the Ministry will propose to the Slovak Government Republic to withhold consent to the transfer or transfers in question or to grant consent with conditions.

As the assignment of critical infrastructure elements is carried out in a classified regime, there are no publicly available lists of companies for which investors can verify the need to obtain state consent. With an experienced attorney, however, you can manage the risks associated with this in a timely and effective manner. Contact bnt for your acquisition or sale.

Act No. 72/2021 Coll.

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