Slovak Financial Law News 2004

Airport Company Act

Act No. 136/2004 Coll. on the Airport Companies and on the Amendment to the Act No. 143/1998 Coll. on Civil Aviation (the Civil Aviation Act) and on the Amendment to Certain Acts as amended by the Act No. 37/2002 Coll.

The Act on the Airport Companies (the ``Act'') provides for the legislative framework of the Transformation Project of the State Contributory Company Slovenská správa letísk (in English: ``Slovak Administration of Airports'') approved by Resolution of the Government of the Slovak Republic No. 130 of 13 March 2003. In accordance with the Argumentative Report to the Act, the purpose of the project is to optimise the operation of the airport infrastructure and to plan the usage of state financial resources spent on airport infrastructure operated in the commercial environment.

In accordance with above, the Act regulates the conditions, manner of foundation and legal status of so-called ``airport companies'' that shall be established from state property related to airports currently administered by Slovenská správa letísk and Ministry of Defence of the Slovak Republic, as well as the transfer of such a property to the territorial administration.

The Act defines terms such as ``airport infrastructure'' that means immovable property lands and movable areas with accessories (particularly navigating lights) built on them. The movable area means line constructions at the airport designated for take-off, landings and scrolling of aircrafts, in particular all of terminal areas and operation area with take-off, landing and scrolling lines. The Act also defines the term ``priority infrastructure assets'' that mean the parts of the airport infrastructure that are necessary for securing the aviation accessibility of the Slovak Republic, for securing strategic economic interests of the Slovak Republic, for defence and state security, e.g. (1) certain take-off and landing lines and connected scrolling lines with the terminal area, as well as the lands on which such lines are built at M. R. Štefánik Airport at Bratislava and at Košice Airport.

Priority infrastructure assets are not subject to several restrictions: (1) they may be owned only by the state or airport company, (2) it is not possible to establish the pledge over these assets, or to use them for securing obligations, (3) it is not possible to donate, sell or transfer them to the property of other persons or state or the airport company, (4) they are not subject to implementation of a decision, execution and they are not part of the bankrupt's estate, (5) in the case of division of the airport company they might be transferred only to a single legal successor that shall be an airport company, (6) they shall not form a borrowing, (7) may be leased only by the Ministry of Transport, Posts and Telecommnuications, for the definite term of 30 years at the maximum, whereas if the priority infrastructure assets are leased for more than five years, or if the right of repeated lease, in total time exceeding five years, was agreed to the benefit of the lessee in the lease agreement, then the consent of the Slovak Government is required for such an agreement to be valid. It is not possible to establish and operate other constructions than those serving to users of airports and passengers on the property of leased priority infrastructure assets.

The specification of the priority infrastructure assets is to be done by the Ministry of Transport, Posts and Telecommunications of the Slovak Republic (the ``Ministry'') by its decision prior to the foundation of the airport company. The specification of priority infrastructure assets may be also amended by the decision of the Ministry.

Save for the exceptions set out in the Act, the provisions of the Commercial Code shall be used for the foundation, formation and legal status of the airport company as well as for the winding up and liquidation of the airport company.

The airport company is a joint stock company, whose shares are issued in book-entry form, and are registered (au nom). The founder of the airport company is state, acting through the Ministry. The state property shall be used for the establishment of the airport company, this property shall be excluded from the property in the administration of Slovenská správa letísk as at the date of incorporation of the airport company. The subject of the contribution in kind to the airport company is the internal organisational unit of Slovenská správa letísk with the separate bookkeeping, designated by the decision of the Ministry. Such organisational unit is for the purposes of this Act considered to be a part of an enterprise pursuant to special act (the ``part of the enterprise Slovenská správa letísk''). The provisions of the Commercial Code concerning the sale of a company or its part do not apply.

The ownership right to the contribution in kind is in accordance with the Act transferred to the airport company upon the day of its incorporation.

All rights and liabilities resulting from the employment contracts to employees, that ensure tasks of the concerned part of the enterprise Slovenská správa letísk contributed to the airport company, are transferred to the airport company as at the date of its incorporation.

The airport company is entitled to carry on the business activities in the scope of activities originally carried on by Slovenská správa letísk as at the date of establishment of the airport company for the period of 12 months following the date of its incorporation. After the expiration of this period, the airport company may carry on these activities only on the basis of the business authorisation according to special regulations. The airport company may perform also other activities pursuant to conditions set out in the special regulations (e.g. Act on Small Businesses).

This Act also regulates the conditions of the transfers of the state interest in the business activities of the airport company, winding up and liquidation of the airport company.

The transfer of the state interest in the business activities of the airport company is, in accordance with the Act, subject to the regulations on conditions of the state property transfer to other persons. When deciding on privatisation of the state interest in business activities of the airport company holding priority infrastructure assets, the permanent state interest shall be preserved to the extent defined in the Decision of the Slovak Government.

Save for the cases provided for in the Commercial Code, the Act defines the cases when the court, acting upon the proposal of the Ministry, shall decide on winding up and liquidation of the airport company. The airport company shall be wound-up in this manner in the case of the conclusion of the agreement on disposal of the priority infrastructure assets, or performance of other legal act, the subject of which is priority infrastructure asset, in conflict with this Act.

In case of winding-up of the airport company with liquidation, the priority infrastructure assets are transferred to the ownership of the state property as at the date of its winding-up for the consideration determined by expert opinion. The Ministry shall administrate subsequently such a property, or the Ministry may use it for the establishment of the airport company pursuant to this Act.

The Act also regulates the transfer of the airport infrastructure of small airports to the territorial administration. In accordance with the above mentioned, the airport infrastructure of so-called minor state-owned airports in the administration of Slovenská správa letísk is transferred to the ownership of the self-governing region, or to the ownership of the municipality with the town status, provided that the Ministry, prior to the establishment of the airport company, concludes with the said region or municipality the agreement in writing on the scope of the subject, transfer terms and conditions and the date of such a transfer. The Act (which amends the Aviation Act) defines also so-called minor airport. Minor airport means public airport with the operation of annual average of less than two passenger flights per day, or with the operation restricted for the aircrafts up to 10 tons of sortie weight, or with the capacity up to 20 seats or for flights of general aviation.

Self-governing region or a town is obliged to preserve the purpose of determination of the airport infrastructure for the operation of the public airport, which it acquired to the ownership pursuant to this Act, during the period of operation. This property might be contributed as a contribution to the business company or, to be used for establishment of other legal entity in accordance with the special regulation, only with the consent of the Ministry. Certain restrictions apply also to the disposal of the property in ownership of the self-governing unit or a town, which acquired such a property. It is not possible to create a pledge over such a property and to perform the execution and this property is not subject to the implementation of the decision.

The Act also regulates the manner of establishment and legal status of the airport companies established by the state-owned property in the administration of the Ministry of Defence of the Slovak Republic and transfer of the minor airports in the administration of the Ministry of Defence of the Slovak Republic to the territorial self-governing units, whereas the difference is that the activity of the Ministry is executed by the Ministry of Defence of the Slovak Republic. The state-owned property in administration of the Ministry of Defence of the Slovak Republic, i.e. military airports Sliac, Prešov and Kuchyna, is not subject to this Act.

The Act also amends the Act on the Civil Aviation (Civil Aviation Act).

This Act came into force on 1 April 2004.

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