Protection of creditors in domestic and cross-border changes of the legal form

Abstract

In 2019, the European Union adopted harmonized rules on cross-border changes of legal form through the Directive on Conversions, which the Slovak legislator transposed into a special Act on Conversions. The Act on Conversions provides specific provisions with the objective of protecting the three interested subjects – the shareholders, the employees and the creditors. The aim of this paper is to focus on the legal protection of creditors in the case of a cross-border transfer of the company's seat (i.e. a cross-border change of legal form), which the author shall compare with an intrastate change of legal form, on the basis of which the aim is to assess whether the protection of creditors is provided to the same extent in the case of a cross-border change of legal form as in the case of an intrastate change of legal form. According to the author, the European Union wanted to open up the national economies of the European Union member states to commercial companies, however, it created mechanisms that restrict the freedom of establishment in the case of cross-border changes of legal form compared to its non-harmonized variant of intrastate changes of legal form.