Act No. 111 / 1990 Coll.
State Enterprise Act
Valid
Effective from 01.05.1990
Zobrazeno prvních 200 z celkem 221 ustanovení tohoto předpisu.
Zobrazit celý předpis →
Pro stažení celého znění použijte tlačítko Stáhnout výše.
111
THE LAW
of 19 April 1990
on a state enterprise
The Federal Assembly of the Czechoslovak Federal Republic has decided on this law:
INTRODUCTORY PROVISIONS
Purpose of the law
The purpose of this Act is to adjust the status and legal situation of a state-owned undertaking (hereinafter referred to as "the undertaking ').
Company, its social mission and working group
(1) The undertaking is a manufacturer of goods (products, works and services) which operates its business independently on its own account; taking on an appropriate economic risk.
(2) The working group of the enterprise consists of workers who work in the enterprise in the main working ratio (1)
GENERAL PROVISIONS
Status and management of the undertaking
State and enterprise
(1) The State creates conditions for the business activity of the company and regulates this activity in particular by legislation.
(2) The activity and territorial scope of an undertaking may be restricted or affected only under the conditions and in the manner laid down by law.
Founder
(1) The founder of the undertaking is a central administration or a national committee.
(2) The founder shall act as an economic managementbody in respect of the undertaking (2) under the conditions and to the extent laid down by the law.
Legal status of the undertaking
(1) The undertaking is a legal person; act in legal relations on its behalf and be responsible for those relationships.
(2) The undertaking is not liable for the obligations of the State or other entities. The State is not liable for the undertakings of the enterprise, unless otherwise provided by law. 3)
(3) An undertaking may seek protection under the conditions laid down in the law against interference by economic management authorities in its activities which are contrary to the legislation.
(4) If the economic management authority has caused property damage to the undertaking by intervening in the business, it shall be obliged to replace it. The conditions and extent of compensation for property damage as well as cases where compensation is not granted shall be laid down by law. 5)
Property
(1) The undertaking manages the items and property rights entrusted to it when it was established and the items and property rights acquired during its business. 6) The matters with which the company operates are State-owned.
(2) The undertaking shall have the right to hold, use and dispose of the property with which it manages, to use it in accordance with the law. Property may be withdrawn only in the cases and under the conditions laid down by law.
(3) The net value of the assets entrusted to the undertaking when it was set up constitutes its common equity.
(4) An undertaking may not grant gifts and other free of charge from the assets it manages if it receives funds from the State budget or the budget of the District Office in the same calendar year; in other cases, the holding of assets with which it manages may provide gifts and other free of charge only for the purposes and to the extent specified in the Income Tax Act. 6a)
Financial position of the undertaking
The enterprise is a direct body of relations with the state budget (federal budget of the Federation or national budget of the respective republic), state funds and budgets of national committees.
(1) The company is to meet its needs and costs of income derived mainly from its business activities and from other sources.
(2) On the basis of its profits, the company pays the State's contributions and taxes.
(3) The profit after taxes and levies ("profit applicable") is used separately by the company. carry out priority allocations to funds which it is obliged to create. The profit to be used cannot be withdrawn from the company.
(4) Departures from basic appropriations remain with the undertaking.
(1) The following funds are created by the company:
(a) the development fund, in particular intended to finance scientific and technological development; investments, including modernisation and reconstruction and stock increases;
(b) a reserve fund intended to cover losses and risks and to finance fluctuations in the business's economy;
(c) a fund of cultural and social needs, intended in particular to ensure the social development needs of the enterprise's working group;
(d) a remuneration fund intended for personal material interest in the results of the business of the company.
(2) An undertaking may create additional funds from its usable profits. In cases provided for in specific regulations, the undertaking may also form special-purpose funds consisting of costs and, where appropriate, other sources.
(3) Funds may not be withdrawn from the undertaking; the firm shall decide on their application separately in accordance with the legislation. The balances of individual funds shall be transferred to other periods without restriction.
(4) The company is obliged to keep accounts in the prescribed manner, draw up annual accounts and provide them to the founder and the competent authorities of the state administration.
(5) The annual accounts of the undertaking shall be reviewed by the person or group of persons designated by the founder, or by the verifier (auditor), as appropriate. The costs of the examination shall be borne by the undertaking.
Internal organisation of the enterprise
(1) The internal organisation of the undertaking and the organisation of internal management are within the exclusive competence of the undertaking.
(2) The internal organisation of an undertaking shall be governed by the organisational rules or other organisational rules, as appropriate. The word "undertaking 'or" organisation' shall not be used in the designation of the undertaking's internal organisational unit.
(3) An undertaking may determine which internal organisational units shall be entered in the company register as split-off plants. The head of the fissile plant shall be entitled to do all the legal acts concerning the fissile plant on behalf of the undertaking.
Protection of the environment and natural environment and the health of citizens
(1) In its economic and social activities, the company is obliged to protect the environment and the natural environment as effectively as possible from the harmful effects that its activities give rise to, and in particular to ensure that it does not endanger the health of citizens. It shall finance and implement, from its own resources, measures to eliminate the damage caused by its activities and measures to create and protect all environmental and environmental aspects threatened by its activities.
(2) The company is obliged to build environmental and environmental facilities, put those facilities into operation together with the relevant production or non-production facilities and ensure that they are continuously and efficiently operated.
Establishment and demise of the undertaking
Establishment of the enterprise
(1) The company is established by decision of the founder on the date of registration in the company register.
(2) The application for registration of the undertaking in the company register is submitted by the founder. The founder shall add to the application for registration of the undertaking in the company register:
(a) the instrument of incorporation;
(b) the consent of the competent authority of the State to the subject matter of the activity (business), where specific provisions require such approval.
(3) The founder shall discuss the setting-up of the undertaking with the national committee responsible.
Foundry
(1) The founding act of the undertaking is issued by the founder.
(2) The instrument of incorporation shall include:
(a) the designation of the founder;
(b) the name, registered office and identification number of the undertaking; the name must exclude the possibility of confusion with the names of other organisations and it must be clear from it that it is a state enterprise;
(c) the basic object of the activity (business);
(d) the designation of assets;
(e) the amount of Common Equity; if the amount of the share capital cannot be determined, it must be the case within 60 days of the date of establishment of the undertaking;
(f) provisions on the transfer of rights and obligations to an undertaking where rights and obligations to an undertaking are transferred.
Breakdown, merging and merging of the holding
(1) The division, merger or merger of the company takes place on the basis of the decision of the founder (s) on the date of registration in the company register. The application for registration shall be submitted by the founder; in the case of the merger of undertakings, one of the founders who will perform the function of founder vis-à-vis the newly created undertaking (§ 17 (2)).
(2) The divisive undertaking ceases to exist and its assets and liabilities are transferred to the extent determined by the founder to the newly created or, where appropriate, the acquiring undertakings.
(3) The merged undertaking ceases to exist and its assets and liabilities are transferred to the acquiring undertaking.
(4) When the undertakings are merged, the existing undertakings shall cease to exist and their assets and liabilities shall be transferred to the newly created undertaking.
(5) The division, merger and merger of the undertaking are expressed by the relevant trade union.
Termination of an undertaking
(1) The company ceases:
(a) division, merger, merger, cancellation without liquidation;
(b) the liquidation of the undertaking cancelled.
(2) The company's demise shall take place on the basis of the facts referred to in paragraph 1 on the date on which the firm is removed from the company register. The application for the removal of the company from the company register shall be submitted by the founder or, where appropriate, by the liquidator.
(3) When the company is terminated without liquidation, the founder shall take measures on all its assets and liabilities. If they do not do so, the firm shall be wound up in accordance with specific rules.
(4) The founder is obliged to discuss the company's demise with the National Committee.
(5) The dissolution of the undertaking referred to in paragraph 1 shall be expressed by the competent trade union.
Notification obligation
(1) An undertaking which has transferred assets and liabilities of a company which has been acquired is obliged to notify immediately the undertakings and other entities affected by the company's disappearance of the company and the transfer of its assets and liabilities.
(2) If an undertaking is wound up without liquidation, the reporting obligation of the founder shall apply. the liquidator has this obligation when the undertaking is wound up.
(3) The founder or, where appropriate, the liquidator shall also publish without undue delay the demise of the undertaking and the transfer of its assets and liabilities where the obligation to disclose such facts is laid down in the instruments of incorporation.
Founding Agreement
(1) If the merging or merging of several founders is concerned, these founders shall decide by mutual agreement.
(2) When deciding on the merger of companies, the founders shall agree which of them will act as the founder vis-à-vis the newly created company.
ENTERPRISE AUTHORITIES AND RIGHTS AND OBLIGATIONS OF THE ADACTOR
State enterprise
Business bodies
The bodies of the company are the Director and the Supervisory Board (the Board).
Director
(1) The Director shall be appointed by the founder on the basis of a selection procedure and after the Council has expressed its views.
(2) The Director shall be dismissed by the founder.
(3) The Director manages the business of the undertaking and acts as a statutory body in all its matters. After consulting the Board, it shall approve the annual accounts, the distribution of the profits applicable and the fundamental issues of the company's development concept.
(4) The Director shall appoint and remove his representative from the staff of the undertaking, who shall represent him in full in his absence. If more than one representative is appointed, it shall determine the order of the representatives. In addition, it shall appoint and withdraw other employees directly subordinate to the undertaking.
Composition of the Board and its term of office
(1) The number of members of the Board shall be determined by the founder.
(2) Half of the number of members of the Board is appointed and withdrawn by the founder, the other half is elected and removed by the working group or its delegates, from the members of the working group and by secret ballot. The terms and conditions of election and appeals shall be laid down in an electoral order approving the working group.
(3) Neither the Director nor his representative may be a member of the Board.
(4) The Council shall elect a President and a Vice-President from among its members. The Chairperson shall convene and manage the deliberations of the Board; the Vice-President shall represent him in his absence.
(5) The term of office of the Board shall be five years. Before the expiry of its term of office, a member of the Board may renounce his duties in writing to the Board. If the number of members of the Board appointed by the founder is reduced, the founder shall immediately appoint a new member of the Board. If the number of members of the Board elected by the working group is reduced, the election and removal of members of the Board shall be followed in accordance with the electoral rules.
Scope of the Board
(1) Council
(a) discuss the fundamental issues of the company's development concept;
(b) supervise the management and management of the undertaking;
(c) discuss the annual accounts and the distribution of the available profits;
(d) may recommend that the founder withdraws the Director;
(e) express its views on the division, merger, merger and cancellation of the undertaking.
(2) An absolute majority of all members of the Board are required to adopt the resolution of the Council.
Rights and obligations of the founder
The Founder may, after consulting the Board, decide to merge, merge, divide or abolish an undertaking.
(a) on the basis of a programme of structural changes to the national economy (sector or sector) approved by the competent government;
(b) on a proposal from an undertaking (s) whose merger, merger, division or cancellation is involved;
(c) where the undertaking is in a position to threaten or unduly reduce its Common Equity or is unable to fulfil its contribution or tax obligations, or is unable to create mandatory corporate funds within the specified scope, or where it shows losses in two consecutive annual accounts.
State-owned enterprise to satisfy public interest
Subject matter of the business
(1) The provisions of this Act, with the derogations provided for in this Title, shall apply to undertakings whose principal object of activity is to satisfy public interest and for which this fact is expressed in the instrument of incorporation.
(2) The establishment of undertakings referred to in paragraph 1 shall be possible only in the fields of activity, or in cases specified by the Government of the Czechoslovak Federal Republic or the Government of the Republics.
(3) The founder shall be entitled to determine and amend the subject-matter of the activity in the instrument of incorporation of the undertaking within the scope of the activity. The founder may also limit the undertaking's territorial scope for the compulsory subject matter of the activity.
Business bodies
There's no council in the business.
Annual accounts and profit applicable
The founder, acting on a proposal from the Director, shall approve the annual accounts and shall decide on the distribution of the available profits.
Merging, splitting, merging and abolishing an undertaking
(1) The Founder may, after consulting the National Committee, decide to merge, merge, divide or abolish an undertaking for reasons other than those set out in Section 22.
(2) The relevant trade union body shall be expressed in relation to the measure referred to in paragraph 1.
COMMON, TRANSITIONAL AND FINAL PROVISIONS
Common provisions
The founder may, under the conditions laid down by this law, grant the undertaking or withdraw the character of an undertaking whose principal object of activity is to satisfy the public interest.
In an undertaking established under this Act, the founder shall ensure the establishment of the Board no later than 60 days after the establishment of the undertaking, unless it is a firm for the satisfaction of public interests.
The status, rights and obligations of trade unions, laid down by law or under international treaties binding on the Czechoslovak Federal Republic, are not affected by this law.
Transitional provisions
(1) Undertakings established under Act No. 88 / 1988 Coll., on a State Company, are considered to have been acquired under that Act since the date of application of this Act. The existing internal organisational units of these enterprises, registered in the company register, shall be considered as split plants under this Act from the date of application of this Act.
(2) For the undertakings referred to in paragraph 1, the existing authorities shall cease to be effective.
(3) The Founder shall appoint the Director within 90 days of the effective date of this Act and appoint half the number of members of the Board under this Act. Until the Director takes up his duties, the current Director shall be managed by the former Director and, failing that, by the founder of the entrusted person who is the statutory body.
(4) The provisions of paragraph 3 need not be applied to directors elected or appointed before the application of this law. The staff directly subordinate to the Director who was elected before the date of application of this Act shall be deemed to have been appointed under this Act. Other elected staff shall be considered active on the holding under a contract of employment.
(1) The Founder may, on a proposal from an undertaking or its internal organisational unit (s), or without such a proposal,
(a) separate from the undertaking an internal organisational unit or, where appropriate, units for the purpose of setting up another undertaking or undertakings;
(b) divide the undertaking;
(c) decide to deploy the internal organisational unit and to integrate it into another undertaking. In such measures, the founder shall decide to transfer the assets and liabilities relating to the transferred organisational unit.
(2) When the internal organisational unit is allocated, the founder shall adjust the instrument of incorporation to the undertaking concerned (ordinary capital or subject matter).
(3) The founder may, by 31 December 1990, withdraw the undertaking without liquidation and transfer the tangible assets of the company cancelled as a whole to a public limited company or, where appropriate, to another legal or natural person. Together with the property, they are transferred to the acquirer of the rights and obligations of the cancelled undertaking. Paragraph 251 of the first Labour Code does not apply in this case.
(4) The measures provided for in paragraph 3 require the prior approval of the Government of the Czechoslovak Federal Republic, or the Government of the Czech Republic or the Government of the Slovak Republic, if the founder is the Central Authority of the Republic or the National Committee.
Pending a change in the method of financial management of undertakings, the joint-stock assets of the firm shall be determined on the basis of the balance of the basic funds and investment fund, the turnover fund and the securities fund on its establishment.
A consolidation programme imposed by the founder before the application of this law is required to be implemented by the undertaking. However, at the time of implementation of the consolidation programme, the Founder may decide to cancel it.
Where the concept of a state economic organisation is used in the legislation, this also means a state enterprise under this law, unless otherwise provided.
Final provisions
Authorisation provisions
(1) The Government of the Czechoslovak Federal Republic shall adjust the financial management of undertakings by means of a regulation; in so doing, with the exception of the cultural and social needs fund
(a) limit the number of funds made compulsory;
(b) by way of derogation from the financial management of undertakings for the purpose of meeting public interest;
Sign in for notes, favorites and notifications
Regulation Information
| Citation | Act No. 111 / 1990 Coll., on State Enterprise |
|---|---|
| Regulation Type | - |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 23.04.1990 |
|---|---|
| Effective from | 01.05.1990 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
Comments 0