Termination of the position of the shareholder in a limited liability company in Slovakia

The position of the shareholder of a limited liability company can be terminated by:

– Cancellation of the company,

– Death of the shareholder,

– Cancellation of the legal entity that is a shareholder,

– Upon agreement of the shareholders,

– Cancellation upon the decision of Court,

– Transfer of the business share

Unless the memorandum of association provides otherwise, a member shall be free to transfer its ownership interest to another member under an agreement, subject to the approval of the transfer by the general meeting.

If admitted by the memorandum of association, a member may transfer its ownership interest to a third party. The memorandum of association may provide that an approval of the general meeting shall be required for any transfer of the ownership interest to a third party.

– Exclusion of the shareholder

A member shall be obliged to pay up his pledged contribution at the terms and by the date prescribed by the law or, as appropriate, set forth in the memorandum of association. If a member is in default in the payment of its contribution in cash, the company may send a reminder thereto and warn the member that unless it per forms its duty above within an additional period of no less than three months, it may be expelled from the company.

A member in default in the payment duty after the expiration of the additional period above may be expelled from the company by the general meeting. The ownership interest of the expelled member shall pass over to the company, which shall be free to transfer the same to another member or to a third party. A decision concerning such a transfer shall be taken by the general meeting. Unless the ownership interest is transferred,  the general meeting shall decide, within six months from the date of expulsion, to reduce the registered capital by the contribution of the expelled member, otherwise the court may order the winding up and liquidation of the company even ex officio.

– Bankruptcy on the property of the shareholder.

Cancellation of the company can be realized on the basis of agreement or on the basis of court decision (f.e. if the company loses its license for making business) with a liquidation or without a liquidation.