What is Act No. 104 / 1990 Coll.?

Act No. 104 / 1990 Coll., on Equity Companies — Law on public limited liability companies.

When it became Act No. 104 / 1990 Coll. effectiveness?

Act No. 104 / 1990 Coll. became effective 01.05.1990.

Is Act No. 104 / 1990 Coll. still valid?

Yes, Act No. 104 / 1990 Coll. is still valid and effective.

Act No. 104 / 1990 Coll. - Law on public limited liability companie...

104

THE LAW

of 18 April 1990

on equity companies

The Federal Assembly of the Czechoslovak Federal Republic has decided on this law:

ČÁST I

GENERAL PROVISIONS

§ 1

Stock company

(1) A share company (hereinafter referred to as "the company") is a legal entity for a business whose capital is allocated to a specified number of shares (shares) by a predetermined nominal value.

(2) The company is the owner of the funds paid and the items transferred to it by its participants (shareholders) and the assets acquired in its business.

(3) The name of the public limited company or abbreviation "a. s." must be given in the company's commercial name.

§ 2

(1) The company is eligible for rights and obligations. He shall be responsible for the breach of his obligations and other obligations by his property. The shareholder is not liable for the company's liabilities.

(2) The shareholder for the purposes of this Act also means the holder of the provisional certificate.

§ 3

Shares

(1) A share is a security with which the shareholder's right to participate under this Act and the company's statutes in its management, profit and balance on the company's demise.

(2) Unless otherwise provided for in this Act or the statutes of the company, the company shall issue shares providing the same shares to owners of the same quantity and type of shares.

(3) If different types of shares are issued, rights belonging to each type of share must be specified in the statutes. Shares of one species shall have the same nominal value.

§ 4

(1) The shares may be denominated in the name or the owner.

(2) In the case of shares in the name of the company, the company keeps a list of shareholders in which the business name (s) of the share owner and its registered office (s) are entered. The company shall, at the request of the shareholder, issue an extract from the list of shareholders in the part concerning it. The share in the name may, unless otherwise indicated by the statutes, be transferred by means of a rupebook indicating the name and address of the acquirer of the share and the duration of the transfer. The provisions of the Monetary Code apply otherwise to the conversion of rubowriting)

(3) The share of the owner is freely transferable by its transfer and the rights deriving therefrom are conferred on the holder.

(4) A record of the transfer of the share to the shareholder list is required to ensure the effectiveness of the transfer of the share to the company.

§ 5

The nominal value of the share shall be at least one thousand CZK or their multiple of the shares fully divisible by a thousand. The issue of a share of a lower nominal value is invalid.

§ 6

The text of the share shall contain at least the following information:

(a) the name and registered office of the company;

(b) the serial number and the nominal value of the share, the indication whether it is a share per owner or per name; if the share is in the name and the name of the owner;

(c) the type of share and the rights belonging to such shares under the statutes;

(d) the date of issue, the amount of the capital of the company and the number of shares of that kind at the time of issue;

(e) signatures of two board members authorised to sign for the company.

§ 7

(1) Shares issued before the company is registered and fully repaid are invalid.

(2) Prior to the company's registration in the company register or full redemption of the share, the founders may issue a provisional sheet confirming the subscribed deposits in cash or other assets and the extent of their repayment.

(3) The list is a security providing full shareholder rights. It must be issued in the name and only after the company's registration has been effective and the full repayment of the value of the share can be exchanged for a share of the nominal value, in the name or on the owner.

(4) The share or provisional sheet shall be jointly and severally liable for damage caused by breach of this provision.

§ 8

(1) Statutes may determine the issue of shares to which the preferential right to a share of profits (senior shares) belongs. The statutes may restrict or exclude voting rights belonging to a priority share.

(2) The rules on the preferential right to a share of profits are laid down in the Statutes.

(3) Statutes may allow the issue of other types of priority shares.

(4) Priority shares of any kind may be issued up to a maximum of half of the company's capital.

§ 9

(1) Statutes may determine the issue of employee shares at a discounted price.

(2) Employee shares are denominated in their names and are transferable only between employees and pensioners of the company, while the provisions on the transfer of shares denominated in their names must be observed.

(3) In the event of death or termination of employment, with the exception of the retirement of a worker, the rights of an employee share shall cease and the shares shall be surrendered to the company. Save as otherwise provided in the statutes, the company shall be required to pay for that share its exchange rate price or, where appropriate, its nominal value, unless the exchange rate price is marked.

(4) The detailed conditions for the acquisition and transfer of such shares shall be determined by the statutes or by the general meeting. The holders of employee shares otherwise have the same rights as the other shareholders.

§ 10

(1) Under the statutes, shares entitled to predetermined interest (interest shares) may also be issued; their aggregate value may not exceed 10 per cent of the share capital.

(2) Interest on the nominal value of the share at the interest rate recorded in the share, even if the company is not profitable in the year in question, shall be borne by the shareholder.

(3) The owner of the interest-rate share, other than interest, is entitled to a dividend exceeding interest.

§ 11

(1) The Statutes may determine that a company may, up to half of its capital, issue a charter to the person who pays the company the specified amount. This instrument must give rise to the right to require, after a certain period of repayment, the amount paid with interest in the instrument indicated or to require the issue of a share or the right to pre-purchase that share.

(2) The instrument referred to in paragraph 1 may also give rise to a lien on the assets of the company or to a preference right to satisfy a claim against the company before other creditors.

(3) The document may appear in the name or the owner.

(4) The issue of these instruments does not increase capital and is not associated with the rights of the shareholder.

§ 12

(1) A company may acquire from its assets in excess of its capital its issued and fully paid-up shares.

(2) The total nominal value of those shares acquired by the company may not exceed one third of the share capital.

(3) Save as otherwise provided in this law, the company may not exercise shareholder rights on the basis of these shares and shall be obliged to sell those shares within three years.

§ 13

(1) The company may also withdraw the shares acquired under Paragraph 12 (1).

(2) A share taken out of circulation in its name should be deleted from the list of shareholders. the shares taken out of circulation, both in name and shares per owner, must be destroyed.

(3) The institution of the company shall notify the registration court within 30 days for registration in the company register.

§ 14

(1) More than one shareholder may have shares in the name of the company; they may exercise their rights only through a joint representative.

(2) If the shares are jointly owned by two or more persons, the name of the joint representative shall be entered in the list of shareholders.

ČÁST II

ESTABLISHMENT OF THE ACTION COMPANY

§ 15

Founder

A State, a legal entity and a natural person may be the founder of a company. The company can also be founded by one founder.

§ 16

Capital

(1) The capital of the company must not be less than a hundred thousand Kčs.

(2) The sum of paid-up cash deposits at the time the company was set up must not be less than thirty per cent of the share capital but at least fifty thousand KKS.

§ 17

Subscription of shares

(1) Founders ensure the creation of capital by subscription of shares.

(2) The subscription of shares shall take place on the basis of the founding agreement and, if one of the founders is a founder, according to the founding plan. The secondary or copy of the founding contract shall be notarized.

(3) The founding agreement or the founding plan must contain:

(a) the trade name, registered office, business subject matter and duration of the company;

(b) the proposed capital and the minimum capital ratio of the founders;

(c) the number and amount of the nominal value of the shares; where shares of different types are to be issued, their name and description of their rights;

(d) the place, date of first and last subscription of shares;

(e) where a part of the capital is to be created by a non-monetary contribution, its subject matter and value, the trade name (s) and the registered office (s) of the provider of the non-monetary contribution and the name of the expert who made the preliminary assessment of that contribution;

(f) the way in which the general meeting of shareholders is convened.

(4) The conditions for subscription of capital shall be published in an appropriate manner.

§ 18

In the founding agreement or in the founding plan, the value of the non-monetary deposit may be indicated at the most as the provisional value determined by the expert.

§ 19

(1) The subscription of shares will take place by signing the subscribers' certificate. The subscription of shares may be made in person, by the statutory authority of the subscriber or through an agent.

(2) The subscribers, with the exception of those providing non-cash deposits, are required to pay at least 10 per cent of the amount subscribed to the bank account designated by the founder at the same time as the subscription.

§ 20

(1) When signing more shares than the founders propose to issue (higher subscription), the founder may reject the subscription exceeding the proposed number of shares. If they do not do so, it shall decide whether to accept or reject the surplus constituting the general meeting in the final determination of the capital.

(2) If the founders or the constituent general meeting have refused a higher subscription, the amount paid back to the subscriber shall be returned without deduction within 15 days of the date of refusal. The founders shall be jointly and severally responsible for fulfilling this obligation.

§ 21

(1) The creation of the company is unsuccessful if the shares corresponding to the proposed share capital have not been subscribed by the last day of the subscription.

(2) In the event of a failure to establish the company, the sums paid by the subscribers without deduction must be paid within 15 days. The founders are jointly and severally responsible for fulfilling this commitment.

§ 22

Establishment of General Meeting

(1) The founders are obliged to invite subscribers to the constituent general meeting, which must take place within 60 days of the date of the last successful share subscription.

(2) If the founders fail to comply with the time limit for the assembly of the general meeting referred to in paragraph 1, the subscribers shall be exempt from their obligations and may recover the amount paid. The founders shall be jointly and severally liable for the payment of the aggregate amount without deduction.

(3) Until the opening of the opening general meeting, the subscriber shall be obliged to supplement the amount paid up to 30 per cent of the nominal value of the shares subscribed. This provision shall not apply to those who make a non-cash deposit.

§ 23

Establishment of General Meeting

(a) notes that the capital was subscribed and paid up at least 30% of the capital, but at least 50 000 CZK;

(b) accept or reject a higher subscription of shares;

(c) decide on the establishment of a company;

(d) approve the statutes of the company;

(e) decide on the benefits of the founders and on the confirmation of any separate agreements made during the creation of a company with the founders or with other persons if they are to have effects for the company;

(f) decide on the value of the non-cash deposits (benefits) and on the time limit for providing them;

(g) elect for the first year the Board of Directors and the Supervisory Board, except where the founders have reserved this right in the founding contract;

(h) elect the company's accounts auditors.

§ 24

(1) The opening general meeting shall be eligible for a quorum if subscribers who have subscribed at least half of the capital are present.

(2) A simple majority of the subscribed shares of the subscribers present are required for the decision establishing the general meeting. However, it may only derogate from the founding agreement or the founding plan in the event of unanimous decisions by all subscribers present. The opening general meeting shall not determine the value of non-cash deposits above the value specified in the founding agreement or the value determined by the expert and shall not alter the benefits of the founders.

(3) In deciding on non-cash deposits and on the benefits of the founders, the subscribers concerned may not vote.

(4) A notarial note must be drawn up on the constituent general meeting. 2)

§ 25

Disposable setting-up of a company

(1) If, in the founding agreement, the founders agree to pay up the full core capital themselves in a specified proportion, subscription of shares and holding of the constituent general meeting shall not be required.

(2) When a single company is set up, the founders agree to appoint board members, supervisory board and statutes.

(3) In matters not covered by paragraphs 1 and 2, the general provisions on the establishment of a company shall apply mutatis mutandis.

(4) Paragraphs 2 and 3 apply mutatis mutandis even if the sole founder of the company is a legal person who pays up the full capital.

§ 26

Statutes

(1) Statutes must specify:

(a) the name and registered office of the company;

(b) its duration;

(c) the subject matter of the business;

(d) the amount of capital and the conditions for the repayment of shares;

(e) the number and nominal value of the shares as well as the form of the shares (in name or on the owner);

(f) how the company is registered;

(g) the way in which the general meeting is convened, the procedure for the eligibility and the ineligibility of the general meeting for the quorum, the conditions and the manner in which the shareholders' voting rights are exercised;

(h) the number of members of the Board, the Supervisory Board and the audit bodies of the accounts, the manner in which they are elected, the determination of their powers and their term of office;

(i) the principles governing balance sheet compilation and the rules governing the distribution of profits of the company;

(j) the manner in which the facts prescribed by law or statutes are published;

(k) the consequences of the infringement of the obligation to pay back the shares subscribed in due time;

(l) the amount and use of the reserve.

(2) The statutes shall, in particular:

(a) in the event of the issue of different types of shares, their names, numbers, nominal values and their rights;

(b) the rules governing the issue of documents pursuant to Article 11;

(c) the possibility of taking the share out of circulation, including the procedure to be followed;

(d) the scope of the board of directors' authorisation in the event of an increase in capital (§ 69).

§ 27

Registration of the company in the company register

(1) The company is established from the date of registration in the company register. The application for registration shall be signed by all members of the Board of Directors.

(2) The register court shall register only if it is established that:

(a) the constituent general meeting shall take place, if its conduct is prescribed;

(b) subscribers have subscribed the full capital;

(c) at least 30% of the capital has been paid up;

(d) the approved statutes and notarial minutes of the constituent general meeting have been attached; 2)

(e) an identification number has been assigned by the competent authority of state statistics.

(3) Where an economic activity to be the subject of a company is required or an authorisation is required to establish a company under specific rules, the register court shall register only if such authorisation has been submitted to it.

ČÁST III

OBLIGATIONS AND RIGHTS OF THE ACCIOUSATION

§ 28

The shareholder shall pay the company the full value of the shares within one year of the company's registration. In that period, it shall pay back the value of the shares within the period specified in the statutes.

§ 29

(1) If the shareholder pays a payment per share with a delay, he shall be obliged to pay interest of 20% per year on the amount of which he is late.

(2) If the shareholder does not pay the instalment within 60 days of the date of the call, the Board of Directors shall be entitled to declare the provisional certificate issued invalid with a loss of shareholders' rights; it may at the same time allow another person to subscribe to that share. The amount obtained shall first satisfy the company's claims and the remainder shall be issued to the former shareholder.

§ 30

If the shareholder transfers the provisional sheet to another person before paying up the full nominal value of the share, the shareholder shall be liable for the obligation to pay the remainder of the subscribed capital as guarantor.

§ 31

(1) The shareholder has the right to a share of the profits determined by the general meeting in the annual accounts for the distribution (dividend) corresponding to its shares (provisional certificates).

(2) In the event of the company's disappearance, the shareholder has the right to a share of the assets that can be distributed after the liquidation, corresponding to its shares (provisional notes).

(3) The provisions of paragraphs 1 and 2 do not affect the special rights of certain shares under the statutes.

(4) It is not permissible to fill shareholders at the expense of the share capital, except where the share capital is reduced.

§ 32

(1) For the duration of the company and in the event of its disappearance, the shareholder may not request repayment of the asset contribution.

(2) The shareholder is not obliged to return dividends received in good faith.

§ 33

(1) Each shareholder shall be entitled to attend the general meeting, to request explanations and to submit comments. On the basis of a voting share, the shareholder is entitled to make proposals and vote on them as well as on those of other shareholders.

(2) The Board shall submit the necessary information on matters proposed for the General Meeting's agenda not later than eight days before the date of the General Meeting to any shareholder who requests it in writing in due time.

(3) The Board of Directors shall publish, in the manner specified in the Statutes, at least the essential information on the annual accounts, the profit allocation proposal and the report of the Board of Directors and the Supervisory Board, at least 30 days before the general meeting.

§ 34

(1) The voting right belonging to a share is governed by the nominal value of the share.

(2) The statutes may restrict the exercise of the right to vote by fixing the maximum number of votes of one shareholder.

§ 35

(1) The procedure for exercising the right to vote shall be determined by the statutes.

(2) The shareholder may not exercise his voting right if he has infringed the obligation to repay the subscribed shares.

§ 36

(1) The shareholder may exercise his voting right at the general meeting and through an agent. A deputy may not be a member of the Board of Directors, the Supervisory Board and the Board of Auditors.

(2) The powers of representation are valid only for one general meeting, including the case of its repeated calling on grounds of its incapacity to give a ruling. The mandate must be given to the Board of Directors by the beginning of the general meeting.

§ 37

If dividends belonging to a priority share with a restriction or exclusion of a voting right are not paid or paid only partially by the company and are not paid in the following year, they shall acquire priority shares of voting rights which may be exercised until the company has paid the dividends outstanding.

§ 38

(1) The Board of Directors shall convene a general meeting, if requested with the purpose and reason of the shareholders whose shares represent at least one tenth of the share capital.

(2) If the General Meeting has been called pursuant to paragraph 1 and the Board has not called the General Meeting within 30 days, it shall be convened by the Registry within the same time limit at the request of the shareholders referred to in paragraph 1.

§ 39

(1) Shareholders whose shares represent at least one tenth of the capital and have the right to vote may ask the Board of Directors to include a question on the agenda of the general meeting, giving its purpose and reason. The statutes may also grant this right to shareholders whose shares represent a smaller share of the capital.

(2) Shareholders may exercise the right referred to in paragraph 1 within eight days of the date on which the general meeting is convened.

(3) The Board of Directors shall be required to include the General Meeting on the agenda referred to in paragraph 1 and shall publish it within eight days in a manner appropriate to the announcement of the General Meeting.

(4) If the Board fails to fulfil the obligation under paragraph 3, the agenda of the General Meeting shall, at the request of the shareholders submitting the submission, be supplemented by a registry court within three days of receipt of the request.

Citation	Act No. 104 / 1990 Coll., on Equity Companies
Regulation Type	-
Author	-
Collection	Code of Laws

Date of Promulgation	23.04.1990
Effective from	01.05.1990
Effective until	-
Status	Valid

Act No. 104 / 1990 Coll.

Law on public limited liability companies

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