Companies that have neglected compliance can be deleted from the Commercial Register.
Changes in the Commercial Register
Existing representation restrictions for managing directors, which triggered only internal liability issues, must newly be deleted from the Commercial Register. Deletion of value thresholds or similar restrictions on acting on behalf of a company must be filed for when applying for other changes of registered data in the Commercial Register after 1 October 2020, and in any event no later than 30 September 2021.
Effective from 1 October 2020, applications can only be filed electronically.
Prohibition on establishing a limited liability company for persons against whom enforcement is conducted
The legislator doubts the ability of a person unable to manage their own finances to manage the assets of a company economically and with professional diligence.
Under the amendment, a person registered as a debtor in the Register of authorizations to perform enforcement can neither establish a limited liability company as a shareholder nor transfer their share in the company to a third person.
The legislator has spared us possible speculation and expressly stated that the prohibition also extends to the transfer of shares to other company shareholders.
Enforcement also affects managing directors. A person against whom enforcement is being conducted cannot be appointed managing director.
New reasons for company dissolution by Court
Based on the Commercial Code amendment, missing the statutory deadline to submit financial statements to the Collection of Deeds by 6 months is sufficient grounds for the company to be dissolved by the Court.
Companies that have not performed euro currency conversion of share capital and shareholder contributions by 1 October 2020 at the latest will be published in the Official Journal for six months. Subsequently, the courts in cooperation with Ministry of Justice will delete these companies from the Commercial Register.
Changes to Liquidation Procedure
Under the new rules, a company’s liquidation becomes effective only with the liquidator’s registration in the Commercial Register.
Before the liquidator is registered in the Commercial Register, an advance payment of EUR 1,500 must be deposited with a notary.
Source: Law no. 390/2019 Coll.