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(Valid from January 1, 2014)
of 25 January 2012
on commercial companies and cooperatives (Law on commercial corporations)
Parliament passed the Act of the Czech Republic:
(1) Business corporations are commercial companies (the “Company”) and cooperatives.
(2) Companies are a public company and limited partnership (hereinafter referred to as “partnership”), a company with limited liability and joint stock company (hereinafter referred to as “capital company”) and the European Company and European Economic Interest Grouping.
(3) Cooperatives are cooperative and European cooperative society.
(4) European Company and European Economic Interest Grouping and the European cooperative society governed by the provisions of this Act in so far as to admit directly applicable European Union regulations governing European society, European Economic Interest Grouping or European cooperative society.
(1) Personal company can be established only for business purposes or to manage their own assets.
(2) Activities under other legislation can only be performed by a natural person may be subject to the business or activities of a commercial corporation, if such activities will be performed by persons who are authorized under other legislation. The responsibility of the person under other laws not affected.
(1) The provisions of the Civil Code of associations shall apply to business corporations only if provided for by this Act.
(2) imposes the obligation to make this law the injury affects pest and non-pecuniary damage to compensate.
(3) social contract under this Title and Title IV also means the memorandum and articles.
(4) a shareholder under this title shall also mean a team member.
(1) gives to the business corporation law partner to seek for it or against a right, carries the burden of proof required person that committed the infringement, unless the court decides that it is not fair for her request.
(2) Paragraph 1 shall apply by analogy refers to a partner or former partner after another companion call, similar benefits or compensation for damage if there was an end to its position in the corporation or business was harmed by it in connection with his position in the business Corporation as provided by this Act or other legislation.
(1) Business corporations may require that the person who violated the ban on competitive negotiations, issued a benefit, which consequently won, or that it transferred the rights arising from it, unless it eliminates the nature of acquired rights, the same applies for everyone else acquirer of the benefit or right, unless the transferee acted in good faith.
(2) The right referred to in paragraph 1 may be required for persons to apply within 3 months from the date of the business corporation for breach of this prohibition learned, but no later than 1 year after the breach; later claimed right to be disregarded.
(1) Legal proceedings relating to the establishment, creation, modification, cancellation or termination of business corporations require a written form with an officially verified signatures, otherwise they are invalid, the invalidity of the court to take into account its own motion.
(2) Paragraph 1 shall not apply to decisions of the Supreme body of a business corporation.
(1) References to limited liability company or team in the business papers also an indication of their capital, this information must concern only subscribed and paid-up share capital.
(2) Joint Stock Company without undue delay after its establishment, and publishes regularly in a manner allowing remote access, which is free to the public, so that information is easily accessible by entering the email address (hereinafter “website”), data that is required to be placed on business papers and other information required by this Act.
(3) Establish if a limited liability company web site shall be subject to the provisions of paragraph 2, mutatis mutandis.
(4) Paragraphs 1 to 3 shall apply mutatis mutandis to the foreign capital companies race or foreign cooperative or its subsidiary. Information on registration of foreign persons in the register of entrepreneurs in the state whose law is governed by a foreign entity is not required, unless the right of entry into such records requires or allows.
Establishment of a Corporation
(1) Business corporation based social contract. The social contract establishing a limited liability company, takes the form of a public document. The social contract establishing a cooperative under this Act shall be concluded by adopting the constituent meetings.
(2) if permitted by law, the company established a single founder, constituted the memorandum of association acquired in the form of a public document.
(1) If the proposal is for an entry on the Commercial Register administered within 6 months of its establishment, apply the same effects as occur during withdrawal.
(2) The period referred to in paragraph 1 may change in the social contract.
(3) In the team after the lapse of time under paragraph 1 or 2 shall apply to all applicants for membership took back his application.
If by that law expert is required to prepare an expert opinion, and prepare it impartially no matter for whom or for whose benefit the expert opinion drawn up.
(1) The capital a company can establish a single founder.
(2) limited liability company may have a sole shareholder as a result of all its shares in his hands.
(1) Scope of authority exercised in the highest one-person company to its companion.
(2) If required by this Act or another law that decisions of the highest corporate body deed was witnessed by the public, the decision has sole form of public documents.
The contract between the single-member companies represented by the sole member and companion must be in writing with an officially verified signatures. This does not apply if such a contract in the ordinary course of business and under normal conditions there.
Happens if the company is a single-member companies, the arrangement of the social contract that prohibit or restrict the transferability or suspension or the possibility of the transition portion is over, when a single-company account.
(1) the financial statement is the value of the capital contribution to business corporations. The joint stock company, the deposit referred to as the nominal or book value per share.
(2) The deposit is something that a partner or future partner (the “depositor”) undertakes to enter into business corporations for the acquisition or increase participation in it (“the deposit obligation”).
(3) The deposit repayment obligation may be satisfied in cash (the “cash deposit”) or by introducing other valuable things money (hereinafter referred to as “in kind”).
(4) The issue rate for the purposes of this Act, a deposit and any emission or deposit premium.
(1) For the duration of business or corporation after its dissolution a partner is not entitled to a refund of the deposit subject.
(2) Can not arrange or pay interest on the issue price.
(1) The depositor meet the deposit requirement within the time and manner determined by law and social contract.
(2) Valuation of contributions in kind shall be stated in the Memorandum of business corporations.
(3) non-monetary contribution must be the work or services.
Manager of deposits
(1) Before a business corporation receives and manages the objects brought in or paid deposits or part of a social contract administrator responsible for deposits, deposits administrator may be one of the founder or founders.
(2) Unless otherwise agreed, the administrator shall deposit activity under the provisions of the order under the Civil Code.
If non-monetary contribution immovable thing is the subject of investment introduced by the depositor shall deposit administrators immovable thing and a written statement with a notarized signature of the introduction of real estate property.
(1) Where movable non-monetary contribution, the contribution is subject to recourse administrators brought in deposits, unless otherwise determined by the social contract.
(2) Unless the nature of things possible to the actual transfer of movable assets are passed on submitting data, or other media that capture the thing passed, and documentation that captures the nature, content and other facts important to utilize in-kind contribution.
(1) If the non-monetary contribution or part of the race, is the subject introduced by the deposit efficiency of the transfer agreement. The contract for the deposit or part of the race shall apply mutatis mutandis to the Civil Code purchase.
(2) If the non-monetary contribution receivable, the subject is introduced by the deposit of the transfer efficiency claims. The contract for deposit claims shall apply mutatis mutandis the provisions of the Civil Code of the assignment. The depositor is responsible for the collection of the amount of the award.
(3) The claim for the Confederate capital company may not be the subject of his contribution to the company, set off a claim against the company to repay the issue price can only be contracted. Netting contract must be in writing and the design approved by the General Assembly.
In other cases, the effect introduced by non-monetary contribution of the transfer agreement between the depositor and the trustee deposits.
(1) A financial contribution to the capital is repaid by a special account at a bank or savings and credit cooperatives (hereinafter referred to as the “Bank”), the administrator shall deposit. The bank will not allow these funds to dispose of before the capital to become effective unless it is a cover formation expenses or return of the founders of the emission rates.
(2) Non-monetary contribution of capital to bring before the start.
(1) The Administrator shall deposit to the person who is entitled to file a petition for incorporation, a written declaration of compliance with obligations or the deposit of individual depositors. Declaration is attached to the application for registration in the Commercial Register, unless the law of ranges meet deposit obligations of incorporation is not required.
(2) Give the administrator of deposits in the declaration under paragraph 1, a higher amount than that of the deposit requirement was met, the business corporation is liable to creditors for its debts to the amount of this difference; deposit insurance administrator shall cease if no claim against the business corporation applied in court within 5 years of business corporations.
Transfer of ownership
(1) ownership of the deposit expounded before the business corporation business corporation becomes the moment of its creation.
(2) Ownership of intangible assets recorded in a public list, which is the subject of investment, business corporation acquires ownership of writing in the public list on the statement according to § 19, the same applies for other things to which it takes ownership of the entry in list.
(1) does not change if the business corporation ownership of non-financial investment, which is introduced, the depositor shall pay the price in money according to award the contract in the social and business corporations acceptance of the deposit back, unless it has issued or is required to take other authorized person.
(2) Converts the depositor (partner) share to another, is liable for the obligation under paragraph 1, unless the terms of the acquisition on a regulated market in a Member State of the European Union under the law governing the Capital Market (hereinafter referred to as “European regulated market “).
(1) After the establishment of business corporations deposits her administrator shall deposit with the objects and benefits of fruits, except fruits and benefits regarding the partnership agreement determines otherwise.
(2) There shall be no business if Corporation, administrator of deposits deposit items or portions thereof with the fruits and benefits without undue delay, return to depositors; to fulfill this obligation shall be liable jointly and severally founders.
If the price reaches the in-kind contribution on the day when it took ownership of business corporation law, above the issue price specified in the partnership agreement, the depositor doplatí difference in money to the provisions of § 26 paragraph 1 shall apply mutatis mutandis.
The provisions of this part with the exception of § 17, paragraph 2, § 18, § 23, paragraph 1, § 24, § 25, paragraph 1 and § 27 paragraph 1 shall apply mutatis mutandis to increase capital.
Business Capital Corporation is the sum of all deposits.
The share represents the participation of a partner in the business corporation and the rights and obligations arising from such participation.
(1) Each shareholder may only have a share in the same business corporation, it does not apply for participation in the share capital companies and limited partners.
(2) ‘shares in the business corporation must be represented by securities or book-entry security, unless it is a capital company, or if provided for by other legislation.
(3) Stop partner share in the business corporation can only conditions under which it can be converted; stop stake in housing co-operative may be subject to the Articles or waived.
(4) If a share in a company jointly owned, are co-owners and share a common companion to a company managed by the administrator only the common cause.
(5) If a share in ownership in the team are co-owners of common interest to members and team manager manages the common things that can only be one of the joint owners. If co-owners share in the cooperative spouses may share team to manage any of them.
Business corporation may acquire its own share only if so provided by law.
Share of profit
(1) Share of profit is determined by the ordinary or extraordinary financial statements approved by the supreme body of the business corporation. It can be divided only between the partners, unless otherwise determined by the social contract.
(2) Share of profit for capital companies is due within 3 months from the date on which the decision was taken to the supreme body of the corporation’s business division, unless the partnership agreement or the highest authority determines otherwise. The share of profits in partnerships is due within 6 months from the end of the reporting period, unless otherwise determined by the social contract.
(3) The payment of profit sharing decisions statutory authority. If the distribution of profits and profit shares in contravention of this Act, profit is not worth it. It is understood that those board members who have a profit-sharing payment in conflict with this Act agreed, did not act with due diligence.
(1) Share of profit will not be refunded, unless the person to whom a share of profits paid, knew or should have known that the payment violated the conditions stipulated by this Act, in good faith doubt is assumed.
(2) The period of limitation of the right to return to profit-sharing under paragraph 1 shall run from the date of payment.
(3) Paragraphs 1 and 2 shall not apply to advances in accordance with § 40 paragraph 2
(1) Upon termination of participation of partner in the business corporation for its existence other than share or transfer the hammer in the execution procedure creates shareholder or his successors the right of settlement (the “settlement amount”), unless another law provides otherwise.
(2) Unless the partnership agreement otherwise, the amount of the share of the settlement on termination of the participation of a partner in the business of the corporation equity determined from the interim, ordinary or extraordinary financial statements prepared on the date of termination of participation of a partner in the business corporation.
(3) Paragraph 2 shall not apply if it differs substantially fair value of assets from its valuation. In this case, when determining the amount of the settlement share is based on the fair value of assets less the amount of debt reported in the financial statements referred to in paragraph 2 The social contract may specify a different method of determining the appropriate share of the settlement.
(4) settlement amount is determined by the ratio of shares of shareholders on various forms of business corporations and paid in cash without undue delay after it is or could be the amount determined under paragraph 2 or 3, unless the social contract or agreement between the business and corporate partner or member whose participation ceased to exist, or its successor shall determine otherwise.
The share of the liquidation
(1) In winding up a corporation in liquidation, each shareholder entitled to share in the liquidation, unless the partnership agreement or shareholders agreement otherwise, this share is paid in cash.
(2) The liquidation balance shall be distributed among shareholders in the first level which they have fulfilled their obligation to deposit. Failing the remaining assets of this division, the partners involved in the liquidation in proportion to the amount paid or brought in their deposits.
(3) If He had no companions of the deposit requirement, the remaining assets distributed among the partners equally.
(1) The remainder of the liquidation balance shall be divided equally between the partners and limited liability companies and cooperatives according to their shares.
(2) The liquidator shall pay the share of the liquidation balance without undue delay after approval of the proposal on the use of liquidation value. If the proposal is approved the use of liquidation value, decide the division upon the motion of a liquidator or a companion.
(3) Determine if the social contract, the provisions of paragraphs 1 and § 37 shall apply.
When winding up a corporation with the liquidation of the partners is liable for its debts after its termination to the amount of their share of the liquidation, at least in so far as it liable for its duration. Between them the partners settle in the same manner as in the liability of the company. If the shareholders of the Company for debts of the company neručili, settled among themselves in proportion to their shares on the date of termination of the company.
Restrictions on dividends or other own sources
(1) Business corporations must pay income or other funds from its own resources, nor to advance payments, if he brought about the decline under other legislation.
(2) An advance payment of the profit can be paid only on the basis of the interim financial statements from which it emerges that the business corporation has sufficient funds for the distribution of profits. The amount of advance payment of income can be higher than, the sum result for the current period, retained earnings from previous years and other funds from profit less the accumulated losses from previous years and mandatory allocation to the reserve fund. The payday advance can not use reserve funds that are created for other purposes or their own resources, which are assigned and whose purpose is not authorized to change the business corporation.
The provisions of § 40 paragraph 1 shall apply mutatis mutandis in the provision of advances, loans or loan business corporations for the acquisition of its shares or business corporations to provide security for this purpose (hereinafter referred to as “financial assistance”) and the acquisition of shares to employees at preferential terms.
(1) death or dissolution of a partner brings his share in a corporation the legal heir or successor, unless the partnership agreement prohibits or restricts the transition. The prohibition or restriction of transition the share in the company and housing association is prohibited.
(2) Unless the heirs during the probate proceedings in the exercise of rights attached to shares that are subject to the estate, and if appointed administrator of the estate, appoint an administrator of such court hearing the estate, upon application by any business or corporation of heirs. Manager’s estate is entitled to exercise all rights attached to shares.
The allocation of
(1) share of the Confederate general partnership and general partner interest in accordance with § 118 can not be divided.
(2) share of a limited partner under § 118 and the share of the company with limited liability can be divided only in connection with the transfer or assignment, unless otherwise determined by the social contract.
(3) The breakdown of the consent of the supreme body of a business corporation.
Bodies corporate business
(1) The supreme authority in a partnership, all her companions, in a limited company general meeting and the team member meeting.
(2) The supervisory body of business corporations for the purposes of this Act, a supervisory board, audit committee or other similar authority.
(3) The collective body shall appoint a President whose vote is decisive event of a tie, unless the partnership agreement for this case determines otherwise, it does not apply to partnerships.
(4) The statutory body of a partnership, each partner’s.
(5) The statutory body of a limited liability company, each agent, unless the partnership agreement determines that more executives are a collective body.
(1) In what cases are viewed on the decision of a business corporation, as it would not be accepted, shall be assessed under the provisions of the Civil Code governing associations, it does not apply to a decision that is contrary to good morals.
(2) The decision of a business corporation is regarded as if it was not adopted, even though if its content or vague or unintelligible to undertake to do the impossible.
(3) The provisions of the Civil Code of the apparent legal proceedings, the invalidity of any act, error, and legal consequences of invalidity of negotiations with the decision of a business corporation with the exception of the obligation to compensate damage caused by an invalid legal act do not apply.
(4) The decision of the business corporation act business corporation to the date of acceptance. The sole shareholder in the business scope of authority to the corporation is effective when it occurs. Against third persons operates business decision of the corporation, since they found out about it or could find out.
(1) member of the body of a business corporation can not be the one who is blameless in the sense of the trades, and even the one in whom the occurrence of the event, which is a trade barrier.
(2) Who has become a member body of a business corporation, previously the founder of the business or corporation informs about whether his property or business property of corporations in which they operate or worked in the past 3 years as part of an organ, was led by an insolvency proceeding under any other law or proceedings under § 63 to 65 of this Act, whether or not given him the other barrier function.
(3) The legal person who is a member of the body of a business corporation, and shall meet the performance requirements set by law for itself and member of the body caused by injury to replace the business corporation, jointly and severally with a legal entity, represented by the provisions of the Civil Code of the consequences incapacity to perform the function and its losses are similarly applied to a representative.
(4) The legal representative of the person who is a member body of a business corporation, the provisions of this law on conflicts of interest, non-competitive negotiations and legal provisions on the obligation to act with due care and consequences of breach of this obligation.
Restrictions jednatelského business corporation authorized authority social contract or other arrangement or decision of a business corporation are not effective against third parties, even though it was published.
Legal proceedings to which consent to the highest authority in the business corporation required by law is void, the nullity may be invoked within six months from the date on which the invalidity of the person knew or ought to have to learn, but within ten years from the date when the action took place.
(1) In the event that the control authority has given approval to conduct statutory authority to which this Act or the articles require his prior approval, or if the statutory body shall prohibit certain conduct, instead of corresponding members of the statutory authority for any damage caused by members of inspection body who are not with due diligence.
(2) If the control authority agrees to act under paragraph 1 shall be, responsible for any injury to members of the supervisory authority and statutory authority who did not act with due diligence, jointly and severally.
If the contract without the legally required proof of an expert opinion, or contrary to such opinion, it may be the one to protect the evidence of expert opinion is to rely on other party settlement, within 3 months from the date of the party that was the conclusion of such damage, learns that the agreed consideration is lower than that implied by the expert opinion, but not later than 10 years of the contract. Settlement shall be made in cash as if it was agreed consideration by an expert. After expiry of this period, the disadvantaged party to cancel the contract.
Rules of Conduct of Members of
(1) Carefully and with the necessary knowledge is one who can, in business decisions in good faith reasonably assume that it is an informed and defensible business interests of corporations, it does not apply if such decision has been made with the necessary loyalty.
(2) Members of the Board of the capital may request the highest authority of the business corporation to grant the order relating to business management, this does not affect his obligation to act with due diligence.
(1) In assessing whether an organ acted with due diligence, always take into account the care that would be spent in a similar situation other reasonably careful person would if it was as a member of a similar body of a business corporation.
(2) Where in proceedings before the court considered whether an organ trading corporation acted with due care, the burden of proof that member, unless the court decides that it is not justified by demand.
(1) A person who breached the duty of care and diligence, a commercial corporation of the benefit in connection with such an act won. If the issue can benefit, replacing it with mandatory business person in the corporation money.
(2) To conduct business corporation law limiting liability of its member institutions shall be disregarded.
(3) If the violation arose care and diligence business corporation damage it can deal business corporation under contract with the obliged person, to give effect to the contract requires the consent of the supreme body of a business corporation received at least two-thirds majority vote of all shareholders.
(4) If the court declares the resolution null and void the highest body of a business corporation approving a contract for the settlement of damages under paragraph 3, looking at her like an invalid, the date of the decision on the invalidity of the resolution runs for exercising the right to claim damages under paragraph 1 new limitation period.
The rules on conflict of interest
(1) becomes aware of an organ if the business corporation, it may exercise its functions be a conflict of interest with his business corporation, it shall inform without delay the other members of the institution to which it belongs, and control authority, if established otherwise the highest authority. This applies to potential conflicts of interests of the members of the institution close to business corporations or persons affected or controlled by him.
(2) No member may fulfill the obligation under paragraph 1 and by informing the highest authority, unless himself as the sole member shall exercise its powers.
(3) This provision shall not affect the board member business corporations act in the interests of business corporations.
(4) Control or the highest authority may suspend for a defined period of time members of the institution, which shall conflict of interest under paragraph 1, the performance of its functions.
(1) intends to organ trading corporation close corporation with this contract, it shall inform without delay the authority to which it belongs, and control authority, if established, otherwise the highest authority. Also specify the conditions under which contract is to be closed. This applies to contracts between corporations and the business person is a member of a close body or person affected or controlled by him.
(2) No member may fulfill the obligation under paragraph 1 and by informing the highest authority, unless himself as the sole member shall exercise its powers.
(3) The control authority shall report to the supreme authority of the information received under paragraph 1 and, if issued by the prohibition in § 56 paragraph 2
(1) The provisions of § 55 shall apply even if business corporations to provide debt or affirm the persons referred to in § 55 or to become the co-debtor.
(2) Conclusion of a contract under paragraph 1 or § 55, which is not in the interests of business corporations, the highest of its authority to prohibit or control.
The provisions of § 55 and 56 shall apply to contracts concluded in the ordinary course of business.
(1) The provisions of § 51 to 57 of this Act and the rules on non-competitive negotiation shall also apply to managers, it applies mutatis mutandis to authorized procurator entrepreneur who is not a business corporation.
(2) The obligations under § 54 to 57 meet the proxy notice required the authority which appointed him.
Contract for the performance of the
(1) The rights and obligations between business corporations and a member of its governing body as appropriate provisions of the Civil Code of the order, unless the performance of the contract, if it was made, or of this Act indicates otherwise. Provisions of the Civil Code of trust shall not apply.
(2) Contract for the performance of the equity in the company negotiates and approves it in writing, including amendments thereto, the highest organ of society.
(3) If the remuneration in the performance of the contract negotiated in accordance with this Act, the performance is free.
(4) If they agreed on the performance of the contract or agreement herein contained invalid for the remuneration due to the business or corporation unless the performance of the contract because of the obstacles to business corporations closed or approved by the highest authority without undue delay after of office of a member body of a business corporation, paragraph 3 shall not apply to remuneration and reward is determined as usual at the time of the contract or, if no contract, usually at the time of appointment as an activity similar activities performed by an organ.
(5) A member body of a business corporation may resign. But do not so at the time, which is unsuitable for business corporation. Not applicable if the social contract or the performance of the otherwise notify his resignation, the resigning member body which elected him, and his office expires within one month from receipt of such notification, approved by the competent authority of the business corporation at the request of the outgoing instant termination of the other. If that authority only companion, the functions of the expiry of one month from the date of receipt of notice of resignation to a single partner, neujednají if other termination of the moment.
Contract for the performance of the equity in these companies also includes data on the remuneration
- a) identification of all components of remuneration which belongs or may belong to members of the institution, including any kind, payments into the pension or other benefits,
- b) determining the amount of remuneration or the method of its calculation and its form
- c) determine the rules for the payment of special bonuses and profit for a member of the body where they may be granted, and
- d) information about the benefits or compensation of the disposal of the securities or in facilitating their acquisition member of the body and a person close to him, the reward to be given in this form.
(1) Other performance for the person who is a member body of a business corporation, rather than stemming from the right to act, the performance of the contract approved in accordance with § 59 paragraph 2, or internal regulation approved by the authority of the business corporation, the jurisdiction belongs approval of the performance of the contract may be granted only with the consent of the person who approves the contract for performance of the function, expression and control authority, if established.
(2) the supply of contract performance or functions under paragraph 1 shall be granted if performance probably contributed to the negative economic results of business corporations, unless the person who approved the contract on performance, decides otherwise.
(3) The provisions of paragraph 1 shall apply mutatis mutandis to the determination of wages and other benefits to an employee who is currently a member of a statutory body or a person close to him.
(1) If the insolvency proceedings initiated on a proposal from a person other than the debtor under another law the court decided that the business corporation is insolvent, shall be issued by members of the institutions called upon to do so if the insolvency administrator, the benefits derived from a contract for the performance functions as well as any other benefit, which received from business corporations, and over 2 years ago before the decision on bankruptcy, if they knew or should have known, and that is a corporation of impending bankruptcy under another law, and contrary with due diligence done for the purpose of averting all necessary and reasonably predictable.
(2) If extradition under paragraph 1 may replace the board members of the derived benefit in money.
(3) Paragraphs 1 and 2 shall apply mutatis mutandis to former members of the body of a business corporation.
Expulsion of a member of a statutory body of a business corporation
from the office
(1) During the bankruptcy proceedings bankruptcy court’s own motion determines that the grounds under § 64 Geitner upadnuvší Trade Corporation, which was in office at the time of the decision on or after the bankruptcy, not a period of 3 years from the decision the exclusion act as a statutory authority of any corporation or business entity to be in a similar position (hereinafter referred to as “exclusion”).
(2) This applies as to who at the time of the decision to decline a statutory body corporate or business entity in a similar position has been, but whose previous negotiations to the decline of business corporations likely contribute.
(3) Application for a decision under paragraph 1 may be made by everyone on it has an important interest.
(1) The insolvency court shall decide on the exclusion, will be released in the course of insolvency proceedings show that the performance of a person under § 63 with regard to all the circumstances of the case led to the decline of business corporations.
(2) The insolvency court shall decide on the exclusion of those who became a member of the Board upadnuvší business corporation after the initiation of insolvency proceedings, apparently contributed to his actions to reduce damage to the estate and creditors.
(3) The insolvency court decides on the exclusion of
- a) who became a statutory body upadnuvší business corporation at the time of impending bankruptcy under other legislation, unless his conduct before the commencement of insolvency proceedings fulfilled the conditions in paragraph 1, or
- b) who proves that at its meeting spent much care you would in a similar situation has made other reasonably careful person in a similar position.
(1) Outside the cases referred to in § 63 and 64, the court’s own motion decide to exclude, if it appears that a member of the Board in the last 3 years repeatedly and seriously violated the care and diligence, or other assistance which, pursuant to other legislation performance of its functions to the provisions of § 63 paragraph 3 shall apply mutatis mutandis.
(2) Paragraph 1 shall apply mutatis mutandis to the person who is required to compensate for damage arising from a breach of care and diligence.
(1) the decision on the exclusion ceases to be the person to whom the decision relates, a statutory body in all business corporations; extinction function notifies the court that decided on the exclusion, the court which under other legislation results in the commercial register (hereinafter referred to as “registry Court “).
(2) A person who violates the prohibition on his decision to exclude, is liable for the fulfillment of all obligations of business corporations that were created during his tenure despite a ban on activities of the members of its statutory authority, although it did not become or ceased to be one.
(1) The court’s own motion determines that the person who violated the ban imposed in a decision on exclusion, re-excreted up to 10 years, § 63, paragraph 3 shall apply mutatis mutandis.
(2) The court may decide that the person for whom there are grounds for exclusion, as provided for in this Decision should remain a statutory body other business corporation if circumstances of the case show that the current performance of its functions in the business corporation does not justify the exclusion of duties, and if the exclusion could result in damage to the legitimate interests of the business corporation or its creditors.
(3) The court may decide that a person who was excluded, the conditions set out in this decision to remain a statutory body other business corporations, if the circumstances of the case show that the current performance of its functions does not justify exclusion from the exercise of functions in the business corporation and if the exclusion could result in damage to the legitimate interests of the business corporation or its creditors; of a decision may be made by exclusion of persons concerned or business corporation under this Act.
Liability of Members of the decline in business corporations
(1) The court may, on application of the insolvency administrator or creditors business corporations decide that a member or former member of the statutory body responsible for the fulfillment of its obligations, if
- a) it was decided that the business corporation is insolvent, and
- b) the member or former member of the statutory body of a business corporation and knew or should have known that it is a business corporation in the impending bankruptcy under another law, and contrary to due diligence done for the purpose of averting all necessary and reasonably foreseeable.
(2) Paragraph 1 shall not apply to a member or former member of the Board business corporations, who have been appointed to the position shown in order to avert bankruptcy or other adverse economic situation and business corporations perform their duties with due diligence.
(1) If a statutory body of the corporation business entity, the provisions for exclusion from the performance of a member body of a business corporation and the individual who was by that legal person intended to function as a statutory authority it exercised.
(2) This part shall apply mutatis mutandis to a person in a similar capacity as a Member of the Board.
The provisions of this Part and Part 7 with the exception of § 44 paragraph 1, § 45, 48, § 54-56 and § 61 paragraph 1 shall not apply to the highest authority capital companies and cooperatives.
(1) Any person using his influence in the business corporation (hereinafter referred to as “influential person”) decision to significantly affect the behavior of business corporations (hereinafter referred to as “affected person”) to her injury, the injury to be replaced, unless the company proves that it can in its influence in good faith reasonably assume that it is an informed and defensible interest affected persons.
(2) fail to pay the influential person harm caused by the end of the accounting period in which the damage occurred, or in another agreed upon within a reasonable time, replaces and injury, which in this context was influenced by partners persons.
(3) influential person liable to creditors affected person for the fulfillment of those debts that they affected person can not influence the result in accordance with paragraph 1 totally or partially.
(4) Due to in paragraph 1 shall also mean the influence exercised by other persons or other persons.
(5) The provisions of paragraph 1 shall not apply to the conduct of Members of the affected person and his representative.
Waivers cover damage
(1) Article 71 § 1 to 3 shall not apply where it is demonstrated controlling person under § 79, that the injury pursuant to § 71 paragraph 1 was in the interest of controlling entity or other person with whom you form a corporation under § 79, and was or will be compensated under this group.
(2) Loss under paragraph 1 or to be compensated, if it was or if within a reasonable time and the group settled or other appropriate consideration demonstrable advantages of membership in the group.
(3) If the result of conduct governing entity of managed decline driven person to person, paragraphs 1 and 2 shall not apply.
(1) A partner who has the majority of votes resulting from participation in the business corporation, is the majority shareholder and business corporations in which the majority has, is a corporation with a majority shareholder.
(2) The total number of votes resulting from participation in the business corporation for the purposes of this part do not count votes from their own shares owned business corporation or any controlled entity, or of shares, which trade on behalf of corporations controlled by it or the person took any other person acting in his own behalf.
(3) The proportion to which no voting rights permanently, it needs to in paragraphs 1 and 2 without voting rights, even when under this Act shall vote provisionally.
Controlling and controlled entities
(1) The controlling entity is a person who may be in the business corporation directly or indirectly exercise a decisive influence. Controlled Entity is a corporation controlled by the controlling entity.
(2) If a controlling person business corporation is the parent corporation business, and if the controlled person business corporation is a subsidiary business corporations.
(3) control person pursuant to § 79 and the majority shareholder are always controlling persons, except in relation to the majority shareholder § 75 provides otherwise. Controlled entity pursuant to § 79, each controlled entity.
(1) It is understood that the controlling person is a person who can appoint or remove a majority of persons who are members of a statutory body corporate and business persons in equivalent positions, or members of the supervisory body of a business corporation, which is a partner, or may such appointment or enforce the appeal.
(2) It is understood that the controlling entity is the one who dealt with the share of voting rights representing at least 40% of all votes in a commercial corporation, unless the same or a higher proportion treated by another person or other persons acting in concert.
(3) It is understood that persons acting in concert, which together handle a share of the voting rights representing at least 40% of all votes in the business corporation, the person controlling, unless the same or a higher proportion treated by another person or other persons acting in concert.
(4) It is understood that the person or persons controlling parent is also the one who alone or together with persons acting in concert with it acquires a holding of voting rights representing at least 30% of all votes in the business corporation and the proportion accounted for the last 3 consecutive meetings of the highest authority of that person more than half the voting rights of persons present.
(1) The provisions of § 54 to § 56 subsection 1 and § 57 shall apply mutatis mutandis, if the board member conduct business corporations affected by the behavior of influential or controlling person.
(2) The provisions of § 63 to 66 shall apply mutatis mutandis also to influential or controlling person, if his influence has contributed significantly to the decline of business corporations.
(3) The provisions of § 68 shall apply mutatis mutandis to the controlling or influential person.
(4) The provisions of § 60 point. d) shall apply accordingly if they are to be stated therein or rewards benefits provided or is to be able to provide their member body affected osoby influential person.
Waste voting rights for the needs of part 9 means the possibility to exercise voting rights at its sole discretion, regardless of whether and on what legal basis are actually performed, or to decisively influence the exercise of voting rights of another person.
Acting in concert
(1) acting in concert is that of two or more people handling voting rights to influence, control or management of a single business corporations. Persons acting in concert fulfills its obligations arising therefrom jointly and severally.
(2) It is understood that the persons acting in concert
- a) a legal person and a member of its statutory authority, the people in his direct authority, member of the supervisory authority, the liquidator, bankruptcy trustees and other administrators under other legislation, trustee,
- b) the controlling entity and its controlled entity,
- c) influential and affected persons
- d) a limited liability company and its shareholders or its shareholders only,
- e) a public company and its shareholders or its shareholders only,
- f) the limited partnership and its general partners or only the general partners,
- g) people close under the Civil Code,
- h) an investment company and its management of investment fund or pension fund or she only managed funds, or
- i) persons who have concluded an agreement on the exercise of voting rights.
(1) One or more persons subject to uniform management (hereinafter referred to as “controlled person”) by another person or persons (hereinafter referred to as the “controlling person”) form a group with a controlling entity.
(2) Single control the influence of the controlling entity controlled entity pursuing activities in order to promote long-term interests of the group member within a single group policy coordination and strategic management of at least one of the major components or activities within the business group.
(3) The existence of the group members without delay publish on its website, otherwise you can not proceed according to § 72
Race controlled person and control the concern people are racing.
(1) the controlling entity may grant institutions governed people guidance on business management, they are in the interest of controlling entity or other person you are managing person group.
(2) A member of the person or body controlled by the Chief Clerk in the performance of the functions are not deprived of their duty to act with due diligence, liability for injury, however, relieve, if they prove that they could reasonably assume that the conditions pursuant to § 72 paragraph 1 and 2 .
Report on Relations
(1) Statutory authority controlled entity shall, within 3 months after the reporting period, a written report on relations between the controlling entity and controlled entity and the controlled entity and the same controlling entity (hereinafter referred to as “Control Report”) for the previous financial year.
(2) The report on relations shall
- a) the structure of relations between the persons referred to in paragraph 1,
- b) the role of the controlled person in it;
- c) the manner and means of control,
- d) a summary of the negotiations undertaken in the last financial year, which was made at the instigation of or in the interest of the controlling person or persons controlled by such conduct if the property involved, which exceeds 10% equity controlled entity identified in the latest financial statements,
- e) a summary of the mutual agreements between the controlled entity and controlling entity or entities controlled by and between
- f) an assessment of whether the controlled person was harmed and the assessment of compensation under § 71 and 72
(3) has the statutory authority necessary information for the report on relations, this fact in the report give an explanation.
(4) The statutory body of the report on relations also evaluate the advantages and disadvantages arising from relationships between persons under paragraph 1, indicating that the predominant advantages or disadvantages, and what’s in it for controlled person plynou risk. At the same time indicate whether, how and in what period have been or will be offset by possible injury under § 71 or 72nd
(1) Where a controlled entity controls the authority, such authority shall examine the report on relations. The results of the review informs its supreme authority and inform him of his position, which also includes a view to compensate for damages under § 71 or 72nd
(2) If the supervisory authority in the report is the verification that the report contains defects, the statutory authority for prompt corrective action.
(3) The review report is the supervisory authority is not required if the sole shareholder, the controlling entity controlled entity, or if all members controlled entity by persons acting in concert against the controlled person.
(1) The shareholders of the controlled entity have the right to become familiar with the report on the relations and possible opinion of the supervisory authority at the same time and under the same conditions as the annual financial statements, the findings of these reports inform the statutory authority of the shareholders at the next meeting of the highest authority.
(2) Report on Relations joins the annual report under the laws on accounting.
(1) Each partner qualified under § 187 or 365 controlled by a person who believes that the report on relations was not prepared properly, you may request a court order for purposes of review appointed expert.
(2) Proposal of any other shareholder to appoint an expert under paragraph 1, filed earlier than the appointed expert shall be deemed to apply to the proceedings, the date of the proposal. Since the appointment of an expert are further proposals for the appointment of authorized persons expert acceptable.
(3) The right referred to in paragraph 1 may be applied within 1 year from the date of the qualified shareholder of a report on relations knew or could find a way according to § 84 paragraph 1; later claimed right to be disregarded.
(1) The court is not bound by the expert design. Parties are controlled entity, the petitioner and the expert, responsible for local decision, the court in whose district houses the controlled entity. The motion for appointment of an expert on the court within 15 days of receipt of the proposal, otherwise, the proposed expert approved. In the event of lapse of this period, the court shall suspend the proceedings, parties that is not so.
(2) If appointed expert particularly serious breach of its obligations, any partner pursuant to § 85 paragraph 1, suggesting that the court appointed expert and a new appeal.
(3) Controlled entity will provide expert assistance necessary for an expert opinion, especially to him without undue delay at its own expense provide all necessary documents and information in the form required by the appraiser.
(4) The expert shall draw up an expert report within the period specified in the court’s decision to appoint an expert, or within one month of his appointment. Does not provide the controlled entity experts necessary documents, the period runs until their grant. Expert opinion reviewing the report on relations expert doručí court that appointed him, and the person who drew zprávu under examination. The conclusions of the expert opinion doručí the applicant and persons according to § 85 paragraph 2, if these people known.
(1) fee for processing the experts expert opinion is determined by agreement and paid by controlled entity. Unless the controlled entity and expert on the level of remuneration determined by the proposal from some of the court appointed expert. Besides the reward belongs experts reasonably incurred costs associated with the development of an expert.
(2) The court may, on application controlled entity may decide that the usual fee for an expert’s expert opinion and costs pursuant to paragraph 1 shall be borne by the petitioner, if the expert opinion, it is found that the relations report was prepared properly and the proposal was manifestly unfair.
(1) The right to nominate for appointment of an expert report is the review under § 85 paragraph 1, each partner has a controlled entity, if the report of the statutory authority under § 82 contains information that was harmed, or is not under § 71 or 72 offset.
(2) The right to nominate for appointment of an expert report is the review under § 85 paragraph 1, each partner has a controlled entity, if in the opinion of the inspection authority under § 83 paragraph 1, reservations to a report on relations, unless it is reservations may be removed pursuant to § 83 paragraph 2 and whose character is not in terms of credibility and accuracy of the report on relations decisive.
(3) The provisions of § 85 to 87 shall apply mutatis mutandis.
Special rights of shareholders controlled entity
If the controlling party uses its influence in the controlled entity in a way which results in a substantial deterioration in the position of shareholders controlled another person or substantial damage to their legitimate interests, and therefore can not be reasonably required for them to remain in the controlled entity is each partner who is not a controlling person or a person controlled by it, is entitled to require from him his share of the controlling entity bought at a reasonable cost to the provisions of § 328 and 329 shall apply mutatis mutandis.
(1) In assessing whether there has been a substantial deterioration in the position of the company or to any other substantial damage to their legitimate interests under § 89, the burden of proof that it happened, partner, unless the court decides that it is not justified by demand.
(2) In determining whether a substantial deterioration in the position of the company or to any other substantial damage to their legitimate interests under § 89 is due to the use of influence in the person of the controlling entity controlling, the burden of proof as to whether this occurred, controlling person, unless the court decides that it is not fair for her request.
(3) If it gets controlled entity due to the effect according to § 89 bankruptcy under another law, the status of its members has always been much worse.
(1) share price in the process according to § 89 shall be determined based on the value of property business corporation with regard to the future operation of the plant, based on expert opinion appointed to draft a court controlled entity (hereinafter referred to as “the value of the race”). The expert determines the value of the plant controlled by the person you had at the time than a worsening position in the company or any other substantial damage to their legitimate interests. The appointment of an expert shall apply mutatis mutandis § 86, with the expert opinion shall be delivered only to the controlling entity and the petitioner and publish on the website of a warning for shareholders, which can be consulted. If the company has established a website, also deliver expert advice to members who experienced worsening of their status or other significant damage to their legitimate interests.
(2) For the purpose of the procedure under § 89 shall lapse transferability of shares available under this Act or the social contract.
Invalidity of business corporations
(1) After the establishment of business corporations also claim the court, even without design, invalid if
- a) the memorandum was not taken in the prescribed form,
- b) has not complied with the lowest amount of paid-up capital, or
- c) identify the legal incapacity to act all the founder members.
(2) The legal requirement is necessary for the existence of a legal person under the provisions of the Civil Code of the invalidity of legal entities for business corporations only means putting business firms (the “Company”), the amount of deposits, the total amount of subscribed capital and of business or activity. For legal existence of the cooperative is only necessary to state the name, the amount of deposits and business activities (activities).
(3) If required by the interests of creditors void trading corporation, the obligation of members to repay the issue price even after the declaration of invalidity of business corporations.
Cancellation and termination of business corporations and the provision of disposal
Upon the motion of the person on it has a legal interest, or from the prosecution, if it finds compelling public interest, revoke business corporation and directs its liquidation as well, if
- a) ceased all business licenses, it does not apply if it has been established to manage and own property or for purposes other than business
- b) is unable for more than 1 year carry out its functions and fulfill its purpose,
- c) can not operate for the insurmountable contradictions between the partners, or
- d) operates pursuant to other legislation may be carried out only natural persons, without the help of these people.
(1) The final report on the liquidation, a proposal to use liquidation value and the financial statements present the supreme authority of the liquidator of business corporations.
(2) The liquidator will ensure retention of those documents for 10 years from the dissolution of business corporations. In the event of dissolution without liquidation of business corporations ensure the preservation of these documents, its legal successor.
A public company
(1) A public company is a company at least two persons involved in the management of its business or its assets and is liable for its debts jointly and severally.
(2) If the shareholder is a legal person exercises the rights and obligations companion her authorized agent, which can only be a natural person.
(3) can not be the companion on whose property was in the last 3 years, declared bankrupt or has a petition to open insolvency proceedings dismissed for lack of assets, bankruptcy or has been canceled because his property is totally inadequate; who violates this prohibition is companion happens even if the company arises.
The company includes the designation “public company” that can be replaced by the abbreviation “public official. Com. Al. ‘ or “v o s”. It contains the company name at least one of the partners is sufficient indication “et al”..
(1) Mutual legal relations of members shall be governed by a social contract.
(2) Unless the social contract agreed otherwise, the shares of the same partners.
The MOA also contains
- a) the name of the company,
- b) the objects of the Company or a statement that was established to manage their own assets, and
- c) determination of shareholders the name or names and surnames, the name of a legal entity (hereinafter referred to as “name”) and domicile.
(1) The social contract can be changed only by agreement of all partners.
(2) In order to change the social contract interfered with the rights of shareholders, it is necessary to change the consent of shareholders whose rights have to hit.
(3) Each partner has one vote, unless otherwise determined by the social contract.
If, pursuant to the social contract companion deposit obligation, fulfill it in time, manner and scope for a social contract, otherwise the money without delay after the establishment of their participation in society.
(1) A partner who is in default in repayment of a monetary contribution, the interest on late payment of twice the interest on late payment of amounts due under any other provisions, unless otherwise determined by the social contract.
(2) A partner who is in default in complying with the deposit requirement may be from the company’s highest authority after expiry of the additional period for fulfillment excluded, determines if the social contract, this does not apply if the company only two companions. The decision requires the consent of all shareholders, to vote secreted companion without taking into account.
(1) Each partner is entitled to claim for the company in court against a fulfillment of the obligation to deposit a partner who is in compliance with the delay in this proceeding to represent it, the same applies for subsequent enforcement. The first sentence shall not apply if it was before the application has already started negotiations to exclude a shareholder of the company under § 101, paragraph 2 and in this procedure shall continue properly.
(2) An application under paragraph 1, the companion file only if it without undue delay after a company to notify you no later than one month, does not society.
(1) If it accepts the social contract, a partner under conditions specified in the Memorandum and with the consent of all partners to fulfill its obligation to deposit the making or carrying out work or providing or providing services. In such cases, the social contract and award the work performed or services rendered or the method of valuation.
(2) If the shareholder is required for a company to perform work or provide services to it, without fulfilling its obligation to deposit, give him company share in the profits of the corresponding value of work performed or services rendered, unless the articles provide for another method of settlement.
(1) The company will replace the shareholder expenses incurred in arranging the affairs of society and which could reasonably be considered necessary, it shall apply mutatis mutandis to the usual interest on the expenditure, calculated from the time they are incurred.
(2) The right to reimbursement may be claimed within 3 months from the time they were incurred; later claimed right to be disregarded.
(3) With the consent of all shareholders within the period under paragraph 2, a companion set off a claim for reimbursement of expenses incurred pursuant to paragraph 1 and against the interest receivable for the repayment of his deposit.
The decision in all matters of the company is to require the consent of all partners, unless otherwise determined by the social contract.
(1) The statutory body of all members who meet the requirements specified in § 46th The social contract may specify that the statutory body are only some members who meet the requirements specified in § 46, or one of them.
(2) Where, under the social contract of any determination of shareholders in accordance with paragraph 1 shall be irrevocable, the court may determine the proposal to cancel some of the partners, violates the intended companion particularly seriously its obligations.
Each shareholder may inspect all documents there to control the company and the information contained herein, the same applies for společníkova representative, if bound to the same confidentiality as a partner and the company demonstrates this fact.
(1) Each partner is entitled to claim in court for the company against another partner compensation for the damage caused to society, or to meet any of its obligations under the treaty on the settlement of damages under § 53 paragraph 3, of § 102 shall apply mutatis mutandis.
(2) A partner has no right to claim compensation for harm against another partner under paragraph 1, if it was approved the settlement agreement on damages under § 53 paragraph 3, unless the person societies caused harm, it dominates.
(1) Without the consent of all other partners in the business partner may subject the company’s business, nor for any other person or intermediary company for other businesses. A partner may not even be a member of a statutory or other body of another business corporation with a similar line of business, unless it is a concern.
(2) Social Contract may modify the prohibition of competition differently.
(1) A partner in the company may join or withdraw from society by changing the social contract.
(2) and acceding partner is liable for the debts of the company resulting from its accession. However, it may require other companions to give him a full refund provided for filling and replace the associated costs.
(1) Upon termination of participation in a partner is liable only for debts the company incurred prior to termination of its participation.
(2) of the shareholder can not demand that he share was paid or to be divided among the shareholders equity.
(1) Profit and loss is shared between the partners equally.
(2) The shareholder has the right to share in profits of 25% of the amount in which the deposit has fulfilled his duty. If the company’s profit to pay this amount is insufficient, distributed among shareholders in proportion to the amounts in which they fulfilled their obligation to deposit. The remaining profit is divided between the partners under paragraph 1
(3) If the partner profit share provided by § 103, paragraph 2, the provisions of paragraph 2 or 3 only on the portion of profit that is not so divided.
(4) If the social contract deviate from the provisions of paragraph 1 only for the profit-sharing or just to share the loss, true, there are doubts that this provision applies to both the social contract to share in profits and a share of the loss .
(5) Paragraphs 1 to 3 shall apply, unless the articles otherwise.
(1) Society is deleted
- a) the shareholder notice filed no later than 6 months before the expiry of the period, and the last day of the reporting period, unless the partnership agreement prescribes a period in another
- b) the date of final court decision, which repeals the company
- c) the death of a partner unless the partnership agreement allows inheritance share
- d) termination of a shareholder of a legal person, unless the partnership agreement allows the transition to the successor in interest,
- e) the day the decision on declaration of bankruptcy of one of the partners or reject the petition to open insolvency proceedings for lack of property or cancellation of bankruptcy because it is totally inadequate společníkův property,
- f) the date of the decision approving the discharge of any of the partners,
- g) a final regulation enforcement people share in the company of a companion, or legal power to order execution of a disability share partner in the company after the deadline specified in the invitation to meet the obligations enforced by special legislation and, if it was in this period an application for stop the execution, the decision on this,
- h) the date on which any of the partners will not meet the requirements of § 46,
- i) the exclusion of a shareholder pursuant to § 115, paragraph 1, or
- j) for other reasons specified in the Memorandum.
(2) The cancellation of the reasons listed in paragraph 1, except for reasons specified in subparagraphs b) and h), other shareholders may in time of submitting the final report on the liquidation the liquidator changing social contract agree that the company persists even without a partner, whose relates to the reason for cancellation. This Agreement may also be associates is included in the social contract.
(3) If the company were canceled pursuant to paragraph 1. h), the partners may agree on the accession partnership that meets the requirements of § 46, and that the company also continues.
(4) effectiveness of the agreement under paragraph 2 or 3 is completed disposal.