Act No. 125 / 2008 Coll.

Act on Transformation of Commercial Companies and Cooperatives

Valid Law Effective from 01.07.2008
Text versions: 19.07.2024 01.01.2021 19.09.2016 01.01.2014 01.07.2012 All versions (10)
Contents
ČÁST PRVNÍ HLAVA I § 1 § 2 § 3 § 4 § 4a § 5 § 5a § 6 § 7 § 7a § 8 § 9 HLAVA II § 10 § 11 § 11a § 11b § 12 § 13 § 13a § 13b HLAVA III Díl 1 § 14 § 15 § 15a § 15b § 15c Díl 2 § 16 Díl 3 § 17 § 18 § 19 § 20 § 20a Díl 4 § 21 § 22 Díl 5 § 23 Díl 6 § 23a HLAVA IV § 24 § 26 § 27 HLAVA V § 28 § 32a HLAVA VI § 33 § 33a § 33b § 33c § 33d § 34 HLAVA VII § 35 § 36 § 37 § 38 § 39 § 39a HLAVA VIII § 40 § 41 § 42 § 43 § 44 HLAVA IX § 45 § 46 § 47 § 48 § 49 HLAVA X § 49a § 49b § 49c § 49d HLAVA XI § 50 § 51 HLAVA XII § 52 § 53 § 54 § 55 § 56 § 57 § 58 HLAVA XIII § 59 HLAVA XIV Díl 1 § 59a § 59b Díl 2 § 59d § 59e § 59f § 59g § 59h § 59i § 59j § 59k Díl 3 § 59l Díl 4 § 59n § 59o Díl 5 § 59p § 59q Díl 6 § 59qa § 59qb § 59qc Díl 7 § 59r Díl 8 § 59v § 59w Díl 9 § 59x § 59z § 59za Díl 10 § 59zb ČÁST DRUHÁ HLAVA I Díl 1 § 61 § 62 § 63 § 64 § 65 Díl 2 § 70 § 71 § 72 Díl 3 § 73 § 74 § 75 HLAVA II § 76 § 77 § 77a § 78 § 79 § 80 § 80a HLAVA III § 81 § 82 § 84 § 85 HLAVA IV § 86 § 87 § 87a HLAVA V Díl 1 § 88 § 88a Díl 2 § 89 § 90 § 91 § 91a Díl 3 § 92 Díl 4 § 93 § 93a Díl 5 § 94 § 95 § 95a § 95b § 96 § 96a Díl 6 § 97 § 98 § 99 § 99a § 99c HLAVA VI Díl 1 § 100 § 101 § 101a § 101b Díl 2 § 102 § 103 § 104 § 105 § 106 § 107 Díl 3 § 108 § 109 § 109a § 110 § 111 Díl 4 § 112 § 113 § 114 § 115 § 116 § 117 Díl 5 § 118 § 119 § 119a § 120 Díl 6 § 121 § 122 § 123 § 124 § 125 § 125a § 126 § 127 § 128 § 129 § 130 § 131 § 132 Díl 7 Oddíl 1 § 134 § 135 § 136 § 137 Oddíl 2 § 138 § 139 § 140 § 141 § 142 Oddíl 3 § 143 Díl 8 Oddíl 1 § 144 Oddíl 2 § 145 Oddíl 3 § 146 § 147 § 148 § 149 § 150 § 151 § 151a HLAVA VII Díl 1 § 154 § 155 § 156 § 157 § 158 Díl 2 § 159 § 160 § 161 § 162 § 163 § 164 § 165 § 165a HLAVA VIII Díl 1 § 166 § 166a § 167 § 168 § 169 § 169a § 170 § 171 § 172 § 173 § 174 Díl 2 § 178 HLAVA IX Díl 1 Oddíl 1 § 180 § 181 § 189 § 190 Oddíl 2 § 191 Oddíl 5 § 197 Oddíl 11 § 211 Oddíl 12 § 213 Díl 2 Oddíl 1 § 214 § 215 § 216 § 217 § 218 Oddíl 2 § 219 § 220 § 221 § 222 § 223 § 223a § 224 § 225 § 226 § 227 § 228 § 229 § 230 § 231 § 232 § 233 § 234 § 235 § 236 Oddíl 3 § 237 § 238 § 239 Oddíl 4 § 240 § 241 Oddíl 5 § 242 ČÁST TŘETÍ HLAVA I Díl 1 § 243 § 244 § 245 § 246 § 247 § 248 § 249 Díl 2 § 250 § 251 § 252 Díl 3 § 253 § 254 § 255 § 256 § 256a Díl 4 § 257 § 258 § 259 § 261 § 262 § 263 § 264 Díl 5 § 265 § 266 § 266a HLAVA II § 267 § 268 § 269 § 270 § 271 § 271a HLAVA III § 272 § 273 § 274 § 275 HLAVA IV § 276 § 277 § 277a § 278 § 279 HLAVA V Díl 1 § 280 § 280a Díl 2 § 281 § 282 § 283 § 283a Díl 3 § 284 Díl 4 § 285 § 285a Díl 5 § 286 § 287 § 287a § 287b § 288 § 288a Díl 6 § 289 HLAVA VI Díl 1 § 290 § 290a § 290b § 290c Díl 2 § 291 § 292 § 293 § 295 Díl 3 § 296 § 296a Díl 4 § 297 Díl 5 § 298 § 299 § 299a Díl 6 Oddíl 1 § 300 § 301 Oddíl 2 § 302 § 303 § 304 § 304a § 305 § 306 § 306a Díl 7 § 307 Díl 8 § 308 § 309 Díl 9 § 310 HLAVA VII Díl 1 § 312 § 313 § 314 § 315 § 316 § 317 Díl 2 § 318 § 318a § 319 HLAVA VIII Díl 1 § 320 § 320a § 320b § 321 § 322 § 323 § 323a § 324 § 325 § 326 § 327 § 328 Díl 2 § 330 § 332 § 333 § 334 § 335 § 336 HLAVA IX Díl 1 § 336a Díl 2 § 336c § 336d Díl 3 § 336e § 336f Díl 4 Oddíl 1 § 336g Oddíl 2 § 336ga Díl 6 § 336l ČÁST ČTVRTÁ HLAVA I § 337 § 338 § 339 § 340 § 341 § 341a § 342 § 342a § 343 § 344 § 344a HLAVA II § 345 § 346 HLAVA III § 347 HLAVA IV § 349 § 353 HLAVA V § 354 § 355 § 357 § 358 § 359 HLAVA VI Díl 1 § 359a Díl 2 § 359b § 359c Díl 3 § 359d Díl 4 § 359f Díl 5 § 359g § 359h Díl 6 § 359i ČÁST PÁTÁ HLAVA I § 360 § 361 § 362 § 363 § 363a § 363b § 364 § 364a § 365 § 366 § 367 § 368 § 369 § 369a § 371 § 372 § 373 HLAVA II § 376 § 377 § 378 § 379 § 379a HLAVA III § 380 § 381 § 382 HLAVA IV § 384 HLAVA V Díl 1 § 384a § 384b § 384c Díl 2 § 384d Díl 3 § 384e Díl 4 § 384ea HLAVA VI Díl 1 § 384f § 384g § 384h § 384i § 384ia Díl 2 § 384j Díl 4 § 384o § 384p Díl 5 § 384q ČÁST ŠESTÁ § 385 § 386 § 387 § 388 ČÁST SEDMÁ § 389
125
THE LAW
of 19 March 2008
on the conversion of companies and cooperatives
Parliament has decided on this law of the Czech Republic:

ČÁST PRVNÍ

GENERAL PROVISIONS

HLAVA I

BASIC PROVISIONS
§ 1
(1) This Act regulates the transformation of companies (hereinafter referred to as "the company ') and cooperatives and implements the relevant European Union1 regulations.
(2) For the purposes of this Act, the term "merger 'means the merger of a company or cooperative, the division of a company or cooperative, the transfer of assets to a shareholder, the change of legal form and the cross-border transfer of a registered office.
(3) The legal cases referred to in paragraph 2 shall be governed by the provisions of this Law. If certain issues cannot be addressed under these provisions, they shall be governed by the provisions of the law governing the legal situation of companies and cooperatives and the Civil Code on the conversion of legal persons or the transfer of registered office.
§ 2
The obligation to publish the data provided for by this Act is fulfilled by publication in the Commercial Bulletin.
§ 3
(1) For the purposes of this Act, a Member State of the European Union or another State constituting the European Economic Area is understood as a Member State.
(2) For the purposes of this Act, an entrepreneur means:
(a) a person registered in a commercial register;
(b) a person who does business on the basis of a trade licence;
(c) a person who does business under a non-trade authorisation under special legislation;
(d) a person who carries out agricultural production and is registered under a specific legislation; or
(e) a foreign person (§ 59b) who has the right to do business in a Member State other than the Czech Republic.
(3) For the purposes of this Act, the person involved in the conversion is:
(a) in the case of a merger or division of the company or cooperative involved (Sections 63 and 245),
(b) in the case of the transfer of assets to a member of the company being acquired and the acquiring member;
(c) in the event of a change in the legal form of a company or cooperative changing its legal form; or
(d) in the case of cross-border transfer of the registered office, a legal person transferring the registered office to the Czech Republic or a Czech company or cooperative transferring the registered office to another State.
(4) Where the Act provides for the Board of Directors of a public limited liability company, this includes the Board of Directors of a public limited liability company.
§ 4
(1) If the disposal balance has not yet been allocated, the transformation of a company or cooperative is permissible even if the company or cooperative has already entered liquidation,
(a) by decision of the members, the general meeting or the member meeting;
(b) the expiry of the period on which it was based;
(c) by achieving the purpose for which it was established; or
(d) a decision by a court to abolish a company or cooperative with liquidation where the court has annulled its decision to abolish a company or cooperative.
(2) Activities for the conversion of a company or cooperative in liquidation shall be provided by the statutory body of that company or cooperative.
(3) If the company or cooperative in liquidation is transformed for the reason referred to in paragraph 1 (a). (b) or (c) which are not intended to cease to exist in the course of the conversion, the conversion project shall also include a change in the founding act concerning their duration or purpose for which they have been established.
(4) Where a company or cooperative which is in liquidation for one of the reasons referred to in paragraph 1 is transformed, the liquidation shall be terminated on the date on which the conversion was approved by the members or the competent authority of the company or cooperative.
(5) The liquidation is resumed on the date of the legal authority of the court of invalidity decision
(a) the conversion project; or
(b) the resolution of the General Assembly on the approval of the conversion, the resolution of the member meeting on the approval of the conversion, the resolution of the assembly of delegates on the approval of the conversion, the decision of the members outside the general meeting on the approval of the conversion, the decision of the sole member on the approval of the conversion, or the consent of the members of the public commercial company or the limited company with the conversion (hereinafter referred to as "the nullity of the decision approving the conversion").
(6) Disposal is renewed as well as
(a) on the date of expiry of the 12 months following the date of the merger, division or transfer of the assets to a member, provided that no application for registration of the merger, division or transfer of the assets to a member has been made at that time;
(b) the acquisition of legal power by a court which rejects an application to register a transformation; or
(c) the date on which the period of three months from the date on which the decision of the court refusing the application for registration to be converted into a commercial register expires, unless an application for registration of the same conversion is filed again within that period.
§ 4a
(1) The Court of First Instance shall revoke its decision to abolish a company or cooperative, on application by a company or cooperative to participate in the conversion, if:
(a) the reason for which the company or cooperative has been cancelled has ceased;
(b) the company or cooperative has not yet been removed from the commercial register; and
(c) a conversion project is submitted to the court by persons involved in the conversion.
(2) If the liquidator of a company or cooperative has been appointed by a court in cases other than the court's decision to abolish the company or cooperative, the court may revoke the decision of the members, the general meeting or the member meeting of the company or cooperative. The proposal shall be accompanied by a conversion project drawn up by the persons involved in the conversion.
(3) Where a court pursuant to paragraph 1 or 2 decides, the effects referred to in Article 4 (4) shall not arise until the decision has become final.
§ 5
The conversion of a company or cooperative is permissible even if insolvency proceedings are pending and if a bankruptcy decision has been issued.
§ 5a
(1) Where the opening balance sheet of the receiving company with a limited liability or public limited company indicates that the total loss of the acquiring company will be such as to achieve, as a result of the conversion, that, when it is paid from the available resources, the outstanding loss would reach at least half of the share capital or, in the light of all the circumstances, it may not be assumed that the relevant date of conversion can be followed by the completion of the conversion and conversion project to be entered in the commercial register only if the persons involved in the conversion provide evidence of an expert opinion showing that the conversion will not result in the loss of the acquiring company.
(2) If the requirements laid down in paragraph 1 are not met and the conversion is nevertheless entered in the Commercial Register, the court or tribunal shall, of its own motion, abolish and order its liquidation, unless the opinion referred to in paragraph 1 is submitted retrospectively and at the latest during the proceedings.
§ 6
(1) The decision to abolish the transformation of a company or cooperative is taken in the same way as the decision to approve the conversion.
(2) Where only one person is involved in a transformation, a decision may be taken to abolish a transformation approved by all the persons involved in the conversion only if the legal fact with which the termination of the commitment from the conversion project is linked has been established.
§ 7
A partner or member of the person involved in the conversion may renounce in the manner set out in Paragraph 9.
(a) the right to a settlement;
(b) the right to exchange shares in a merger or division;
(c) the right to compensation;
(d) the rights to purchase their shares in the merger or division of a public limited company;
(e) the right to make an application for the nullity of the conversion project and for the nullity of the decision approving the conversion;
(f) in the case of a member of a limited liability company, the right to send documents in the conversion of a limited liability company; if the shareholder has waived his right to send documents, he shall be deemed to have waived the right to send all documents provided for by this law; or
(g) other rights, including those which arise in the future, provided that this law is in connection with the transformation of a company or cooperative, unless otherwise provided for by that law.
§ 7a
Withdrawal of right to exchange shares
(1) If a member of a member renounces the right to exchange a share, his participation in the company being acquired shall cease to exist on the date of the registration or division in the business register without the right of settlement and shall not become a member of the acquiring company or cooperative. In the case of separation, he shall remain a member of the company or cooperative distributed. This is without prejudice to Paragraph 249 (2) and (3).
(2) Where a member of the right referred to in paragraph 1 renounces his participation in the company being acquired or distributed or in a cooperative shall not be taken into account when the draft terms of merger or division are drawn up, even for the purposes of determining the exchange ratio of shares.
(3) The waiver of the right to exchange shares after the conversion project has been drawn up shall be prohibited.
(4) A member of a limited liability company or a joint-stock company may not waive the right to exchange shares unless at least one member remains in each successor company.
(5) A public company or a limited partnership may not waive the right to exchange shares unless at least two members remain in each successor company.
§ 8
A member or a member of the person involved in the conversion may give his consent in the manner laid down in Article 9, with the understanding that any report relating to the conversion required by this law will not be drawn up unless it is the audit report on the verification of the accounts.
§ 9
(1) Where a member or a member of a person involved in the conversion renounces his right referred to in Article 7 or gives his consent in the cases defined in Article 8, the waiver or consent shall:
(a) have written form with an officially certified signature; or
(b) be awarded at a general meeting of a limited liability company or a public limited company or member meeting of a cooperative; a declaration of surrender or consent at a general meeting or a member meeting shall be entered in the notarial record of the decision of the general meeting or the member meeting.
(2) The waiver or consent may take place at any time after the partner or member has become aware of the initiation of the conversion preparation. This is without prejudice to Article 7a (3) to (5).
(3) The waiver or consent shall also have legal effect against any legal successor of a member.

HLAVA II

CERTAIN PROVISIONS ON THE MANAGEMENT OF ACCOUNTS AND VALUATION OF INJURY
§ 10
(1) The operative date is to be determined only on the merger, division or transfer of capital to the shareholder.
(2) In the case of split by segregation or earmarking, the effects of the relevant day shall only arise in relation to those negotiations involving assets or debts which are to be converted into successors in law according to the split project.
(3) The date in question may not be more than 12 months before the date on which the application for registration of the transformation will be filed. The operative date of the merger or division may not be defined as the day preceding the date of the formation of the participating company or cooperative. It may be fixed as the operative date at the latest by the date of registration of the merger, division or transfer of the assets into the company register. If the conversion project determines a later date, the date of registration of the transformation shall be deemed to be the relevant date.
(4) The company or cooperative may participate in several transformations having the same operative date.
§ 11
(1) The final accounts are drawn up as ordinary or extraordinary accounts. Where final accounts are required for a change in legal form, they shall be drawn up on the date preceding the date on which the change in legal form is registered.
(2) For the merger, division and transfer of assets to a member, interim accounts shall be drawn up only if the last due or exceptional accounts or final accounts have been drawn up on the date on which more than 6 months have elapsed on the date on which the draft draft terms of merger, division or transfer of assets were drawn up. From the date on which the interim accounts are drawn up, no more than 3 months shall elapse from the date of completion of the draft draft terms of merger, division or transfer of assets to the shareholder.
(3) Where an opening balance sheet is required for a change in legal form, it shall be drawn up on the date on which the change in legal form was registered.
(4) The final accounts shall also be drawn up on the date preceding the relevant date by the acquiring company or cooperative at the merger through the merger or division by the merger, by the split-up of the company by the allocation and the company being acquired when the assets are transferred to the shareholder.
(5) The opening balance sheet shall, on the relevant date, also be required to set up a distributed company on the split-up by earmarking and by the accepting shareholder on the transfer of the assets to the shareholder.
(6) Paragraphs 1 to 5 shall not apply to the transfer of assets to the acquiring member who is not an entity.
§ 11a
(1) The interim accounts referred to in Article 11 (2) shall not be required for persons involved in the conversion if they publish a half-yearly financial report under the law governing the capital market business and make it available to members or members in the manner laid down by that law for interim financial statements.
(2) The interim accounts referred to in Article 11 (2) shall also not be required if all the members or members of all the persons involved in the conversion have given their consent.
§ 11b
Where the opening balance sheet is drawn up for the purposes of the conversion of companies or cooperatives, a comment shall be attached to it describing the items in which the opening balance sheet items were taken over from the final accounts of the person involved in the conversion or how they were otherwise dealt with.
§ 12
(1) When converting all persons involved in the conversion, they shall verify the final financial statements or, where appropriate, the interim financial statements by the auditor where at least one of the persons involved in the transformation has an obligation to verify the final financial statements or interim financial statements by the auditor under the Accounting Act.
(2) If the final accounts are to be audited by all the persons involved in the conversion who keep the accounts, all the acquiring companies or cooperatives or the acquiring partner, if the entity is a distributed company or cooperative or the company or cooperative after the change in legal form, shall be required to have the opening balance sheet checked by the auditor.
(3) If the Act imposes an obligation on the public limited liability company to make available or to provide the shareholder with any financial statements in connection with the conversion, it shall make available or provide with it an annual report relating to those financial statements.
§ 13
(1) If that law requires the valuation of the assets of a company or a cooperative by an expert's opinion, that is not a reason to change the valuation in the accounts of a company or cooperative, unless the specific legislation provides otherwise.
(2) The provision of the Law governing the legal situation of companies and cooperatives on the obligation to pay the difference between the amount for which the non-cash contribution has been valued and its fair value on the formation of a company or a cooperative or on the increase in the company's capital and on the obligation to pay in cash the price of the non-cash contribution, if the company or cooperative does not take over the ownership of the object of the transfer, does not apply to the conversion. However, the provisions on these obligations shall apply when the company is set up or when the company's capital is increased as a result of the exclusion.
§ 13a
Where such a law imposes an obligation to purchase or pay a share of the company being acquired or acquired or a cooperative, its price or settlement amount shall be determined on the date on which the member's participation in the company has ceased or the member's membership of the cooperative has ceased, unless otherwise provided for by that law.
§ 13b
(1) Only generally accepted objective valuation methods corresponding to the purpose of the valuation for which the valuation is carried out shall be allowed for the purposes of this Act.
(2) If that law requires the valuation of assets by an expert's opinion, it may be replaced by a law which regulates the legal situation of companies and cooperatives in cases where it provides for exceptions to the obligation to value the non-cash contribution by the expert's opinion on the increase of the core capital (7). The period of 6 months laid down by the law governing the legal situation of companies and cooperatives shall be calculated on the date of registration of the conversion into the commercial register when the valuation carried out by an independent expert is carried out.

HLAVA III

TRANSMISSION PROJECT

Díl 1

General provisions
§ 14
(1) The transformation of a company or cooperative shall be carried out according to a written conversion project.
(2) The amendment to the founding act resulting from the conversion takes place on the basis of the changes contained in the conversion project at the date of registration of the conversion into the commercial register. The provisions of the law governing the legal situation of companies and cooperatives on the amendment of the founding act shall not apply in such cases.
(3) The provisions of the Law governing the legal situation of companies and cooperatives on the procedure for setting up and setting up a company or a cooperative shall not apply to the conversion, unless provided for in this law. The founding act is replaced by a conversion project.
§ 15
(1) The conversion project shall be prepared by the persons involved in the conversion. Where the person involved in the conversion is legal, the statutory authority shall ensure that this obligation is fulfilled. The conversion project shall be signed by all persons involved in the conversion.
(2) The date of completion of the conversion project shall be the date on which the conversion project fulfils all the requirements of the legal act required by this law.
(3) The conversion project must:
(a) be approved in the same version by the members of the members of the members of the persons involved in the conversion, their general meetings or member meetings in accordance with the procedure laid down by this law, unless such approval is not required;
(b) contain the information required by law; and
(c) be approved in the version in which it was published in accordance with Paragraph 33 or published in accordance with Paragraph 33a; the provisions of Sections 72, 252 and 362 are without prejudice; the correction of obvious errors in writing and figures in the conversion project is not considered to be a change in its wording.
(4) The conversion project shall take the form of a notarial registration,
(a) where the conversion project is not approved by the members of any of the members of the members of the members of the members of the members of the members of the members of the group involved in the conversion, their general meetings or member meetings; or
(b) a project for the conversion of a public commercial company or a limited partnership.
§ 15a
(1) Where the consent of one or more administrative authorities is required to be converted in accordance with specific laws or regulations directly applicable in the European Union, a proposal for the registration of a transformation in a commercial register may be submitted only after the legal power has been acquired by a decision giving consent to the conversion project of the last of them. By acquiring the legal power of a decision of any competent administrative authority not granting consent to the conversion, the conversion project shall be cancelled. The legal effects of the cancellation of the conversion project shall cease to exist on the date on which such a decision by the administrative authority has been definitively annulled by the decision of the court.
(2) Where the presumption of consent of an administrative authority to a conversion project is applied under specific legislation or under a directly applicable European Union law, the application for registration referred to in paragraph 1 shall be the date from which the presumption of consent applies.
§ 15b
Repeal of the conversion project
(1) The conversion project is also repealed on
(a) the legal power of the decision of the court rejecting the application for registration of a transformation in the Commercial Register;
(b) in which the period of 12 months from the relevant date of the merger, division or transfer of the assets to a member has elapsed, if no application has been made at that time to register the merger, division or transfer of the assets to the member; or
(c) within which a period of three months from the date of the date of the acquisition of the legal authority of the decision of the court refusing the application for registration is converted into a commercial register, unless, within that period, an application for registration of the same conversion is filed again.
(2) The person involved in the conversion which caused the cancellation of the conversion project in one of the ways referred to in paragraph 1 shall be liable for the damage caused by it.
§ 15c
Changes in the members' persons mentioned in the conversion project
(1) If, at the time of publication of the conversion project pursuant to Article 33 or its publication pursuant to Article 33a, a change is made to the commercial register in the person of the member or member of the person involved in the transformation referred to in the conversion project, such change shall not be considered to be a change of the project unless it is a member or member who is at the same time a person involved in the conversion.
(2) Persons involved in the conversion shall be obliged to notify the change in the person of the member or member without undue delay after having become aware of it in the same way as they published pursuant to Paragraph 33 or published the conversion project pursuant to Paragraph 33a.
(3) Where a change is required in the person of the member or member of the person involved in the conversion, in the company or cooperative being acquired, or in the acquiring company or cooperative, the consent of the members or members or the competent authority of the company or cooperative, paragraph 1 shall apply only if:
(a) the members, members or bodies responsible for approving the conversion in all persons involved in the conversion shall be informed of the change in the person of the member at the latest when approving the conversion project; and
(b) consent to a change in the person of the member or member shall be given by the majority required, together with approval of the conversion project.
(4) The consent referred to in paragraph 3 may be granted even after approval of the conversion project if the change in the person of the partner or member took place during the period from the approval of the conversion project to the registration of the transformation into the commercial register.
(5) Where a change is made in a member's or a member's person pursuant to paragraphs 1 to 4, the conversion project shall be amended by taking the place of the former member's successor in title. The statutory body of the participating company or cooperative in which the change occurred in the person of the member or member, or the statutory body of the company or cooperative which changes its legal form, shall draw up the full version of the conversion project and deliver it without undue delay to the other persons involved in the conversion.
(6) The full version of the transformation project and the full version of the social contract, the instrument of incorporation or the statutes together with the instruments proving the change in the person of the member or member shall be annexed to the application for registration of the transformation in the commercial register.

Díl 2

Approval of the transformation into a public commercial company and a limited partnership
§ 16
(1) The conversion of a public commercial company and a limited partnership must be approved by all members. The signature of the member shall be officially verified.
(2) The signature of the partner on the conversion project shall be treated as consent under paragraph 1.

Díl 3

Approval of conversion in a limited liability company
§ 17
(1) The conversion of a limited liability company must be approved by the general meeting of a limited liability company, unless this law provides otherwise.
(2) The conversion must be approved by at least three quarters of the votes of the members present at the general meeting, unless this law provides otherwise. Associates holding shares with no voting rights shall have the right to vote at the general meeting. A social contract may require a higher number of votes or compliance with other requirements. Where a social contract requires a decision of more than three-quarters of the votes of the members present, that majority shall also be required for the adoption of a decision approving the conversion, unless the social contract of the acquiring company requires the same majority in the same cases.
(3) The decision of the General Assembly on the conversion shall be taken by means of a notarial registration annexed to the conversion project.
(4) If the General Assembly does not approve the conversion, the notarial record shall include the members who voted in favour of the conversion.
(5) The notarial record of the decision by the General Assembly on the approval of the conversion shall specify the persons who voted against the approval of the conversion.
(6) If that law makes the right of a member conditional on voting against the approval of the conversion and if the member is unable to exercise his right to vote, that condition shall be fulfilled by expressing his opposition to the conversion at the general meeting and, in the case of decisions outside the general meeting, in accordance with the procedure laid down in Article 19 (2). For the purposes of this Act, voting against the approval of the conversion shall also mean the expression of opposition according to the first sentence.
§ 18
(1) If the consent of the partner to the conversion is required, the member who did not attend the general meeting may give an additional indication. The consent of the partner shall take the form of a notarial record of the legal act annexed to the conversion project and shall be delivered to the company within 1 month of the date on which the general meeting took place.
(2) The presentation of the additional consent of members outside the general meeting shall be notified by the statutory authority in accordance with the procedure laid down for the assembly of the general meeting within 15 days of the expiry of the period referred to in paragraph 1.
§ 19
(1) Where approval of the conversion is decided outside the general meeting, the time limit for expressing the partner shall not be less than 15 days.
(2) If the right of a member under this law is conditional on his or her voting against the approval of the conversion, when approving the conversion by decision of the members outside the general meeting, only the member who has expressed his or her opposition to the conversion within the time limit referred to in paragraph 1 shall have that right; the dissenting partner's will shall be in writing.
(3) The notification of opposition to the transformation may include the withdrawal of a partner from the company under this Act.
§ 20
(1) Where, as a result of a merger or division, the rights of members or of some of them are to be affected, or where, as a result of a merger or division, new obligations are to arise for all or some of the members, the consent of all members whose legal status is thus amended shall be required for the merger or division.
(2) Where a company's social contract required the consent of a member to transfer a share, the latter's consent shall be required for the merger or division.
(3) Má-li se po fúzi nebo rozdělení omezit převoditelnost podílů, vyžaduje se k fúzi nebo k rozdělení souhlas všech dotčených společníků.
(4) In the absence of a full repayment of all deposits in the Commercial Register in any of the participating companies, the consent of all members of all participating companies shall be required for the merger or for the division; This does not apply if, in the merger or division of the acquiring company, the company is a joint stock company.
(5) The consent of the member referred to in paragraphs 1 to 4 may be given by voting at the general meeting to decide on the conversion, in accordance with the additional procedure laid down in Paragraph 18 or outside the general meeting in accordance with the procedure laid down in paragraph 19.
§ 20a
A decision to transfer assets to a shareholder shall require the consent of at least 90% of the members of the company being acquired. The provisions of the law governing the legal situation of companies and cooperatives on the prohibition of the exercise of voting rights shall not apply unless they are voting rights linked to the share held by the company itself or by the person controlled by it.

Díl 4

Approval of the transformation in a public limited company
§ 21
(1) The conversion of a public limited liability company must be approved by the general meeting of a public limited liability company, unless that law provides otherwise.
(2) The conversion must be approved by at least three quarters of the votes of shareholders present at the general meeting, unless this law provides otherwise. The statutes of a public limited company may require a higher majority or the fulfilment of additional conditions. The distribution of a public limited company with an uneven share-exchange ratio and the transfer of capital to shareholders shall be approved by at least 90% of the votes of all shareholders of the company being acquired or distributed; the provisions of the law governing the legal situation of companies and cooperatives on the prohibition of the exercise of voting rights shall not apply unless they are voting rights associated with shares owned by or controlled by the company itself.
(3) Where a public limited liability company has issued more than one type of share, at least three-quarters of the shareholders present shall be required to agree on each type of share. Where the company being acquired or distributed has issued several types of shares, at least 90% of the votes of all shareholders for each type of share shall be required separately when the share is divided with an uneven share exchange ratio.
(4) The decision of the General Assembly on the conversion shall be taken by means of a notarial registration annexed to the conversion project.
(5) If the General Assembly does not approve the conversion, the notarial record must include the shareholders who voted in favour of the conversion, indicating the number, form and, where appropriate, the number, type or nominal value of the shares with which they voted.
(6) The notarial record of the decision of the General Assembly on the approval of the conversion shall specify, by name, the persons who voted against the approval of the conversion, indicating the number, form and, where appropriate, the number, type or nominal value of the shares with which they have voted.
(7) If this law makes the shareholder's right subject to a vote against the approval of the conversion and the shareholder is unable to exercise the right to vote, that condition shall be fulfilled by expressing its opposition to the conversion at the general meeting and, in the case of decisions outside the general meeting, in accordance with the procedure laid down in Paragraph 22 (2). For the purposes of this law, voting against the approval of the conversion shall also mean the expression of opposition under the first sentence.
(8) If this law grants shareholders the right to withdraw from the company, it can only withdraw from the company in respect of those shares with which they voted against the approval of the conversion.
§ 22
(1) Where the approval of the conversion is decided outside the general meeting, the time limit for the shareholder's comments shall not be less than 15 days.
(2) Where a shareholder's right under this law is conditional upon its vote against the approval of the conversion, only the shareholder who has expressed his opposition to the conversion within the time limit referred to in paragraph 1 shall have the right when approving the conversion outside the general meeting; the intention of the opposing shareholder shall be in writing.
(3) The notification of opposition to the conversion may include the withdrawal of a shareholder from the company under this Act.
Zobrazit všechna ustanovení (2453)
Contents
ČÁST PRVNÍ HLAVA I § 1 § 2 § 3 § 4 § 4a § 5 § 5a § 6 § 7 § 7a § 8 § 9 HLAVA II § 10 § 11 § 11a § 11b § 12 § 13 § 13a § 13b HLAVA III Díl 1 § 14 § 15 § 15a § 15b § 15c Díl 2 § 16 Díl 3 § 17 § 18 § 19 § 20 § 20a Díl 4 § 21 § 22 Díl 5 § 23 Díl 6 § 23a HLAVA IV § 24 § 26 § 27 HLAVA V § 28 § 32a HLAVA VI § 33 § 33a § 33b § 33c § 33d § 34 HLAVA VII § 35 § 36 § 37 § 38 § 39 § 39a HLAVA VIII § 40 § 41 § 42 § 43 § 44 HLAVA IX § 45 § 46 § 47 § 48 § 49 HLAVA X § 49a § 49b § 49c § 49d HLAVA XI § 50 § 51 HLAVA XII § 52 § 53 § 54 § 55 § 56 § 57 § 58 HLAVA XIII § 59 HLAVA XIV Díl 1 § 59a § 59b Díl 2 § 59d § 59e § 59f § 59g § 59h § 59i § 59j § 59k Díl 3 § 59l Díl 4 § 59n § 59o Díl 5 § 59p § 59q Díl 6 § 59qa § 59qb § 59qc Díl 7 § 59r Díl 8 § 59v § 59w Díl 9 § 59x § 59z § 59za Díl 10 § 59zb ČÁST DRUHÁ HLAVA I Díl 1 § 61 § 62 § 63 § 64 § 65 Díl 2 § 70 § 71 § 72 Díl 3 § 73 § 74 § 75 HLAVA II § 76 § 77 § 77a § 78 § 79 § 80 § 80a HLAVA III § 81 § 82 § 84 § 85 HLAVA IV § 86 § 87 § 87a HLAVA V Díl 1 § 88 § 88a Díl 2 § 89 § 90 § 91 § 91a Díl 3 § 92 Díl 4 § 93 § 93a Díl 5 § 94 § 95 § 95a § 95b § 96 § 96a Díl 6 § 97 § 98 § 99 § 99a § 99c HLAVA VI Díl 1 § 100 § 101 § 101a § 101b Díl 2 § 102 § 103 § 104 § 105 § 106 § 107 Díl 3 § 108 § 109 § 109a § 110 § 111 Díl 4 § 112 § 113 § 114 § 115 § 116 § 117 Díl 5 § 118 § 119 § 119a § 120 Díl 6 § 121 § 122 § 123 § 124 § 125 § 125a § 126 § 127 § 128 § 129 § 130 § 131 § 132 Díl 7 Oddíl 1 § 134 § 135 § 136 § 137 Oddíl 2 § 138 § 139 § 140 § 141 § 142 Oddíl 3 § 143 Díl 8 Oddíl 1 § 144 Oddíl 2 § 145 Oddíl 3 § 146 § 147 § 148 § 149 § 150 § 151 § 151a HLAVA VII Díl 1 § 154 § 155 § 156 § 157 § 158 Díl 2 § 159 § 160 § 161 § 162 § 163 § 164 § 165 § 165a HLAVA VIII Díl 1 § 166 § 166a § 167 § 168 § 169 § 169a § 170 § 171 § 172 § 173 § 174 Díl 2 § 178 HLAVA IX Díl 1 Oddíl 1 § 180 § 181 § 189 § 190 Oddíl 2 § 191 Oddíl 5 § 197 Oddíl 11 § 211 Oddíl 12 § 213 Díl 2 Oddíl 1 § 214 § 215 § 216 § 217 § 218 Oddíl 2 § 219 § 220 § 221 § 222 § 223 § 223a § 224 § 225 § 226 § 227 § 228 § 229 § 230 § 231 § 232 § 233 § 234 § 235 § 236 Oddíl 3 § 237 § 238 § 239 Oddíl 4 § 240 § 241 Oddíl 5 § 242 ČÁST TŘETÍ HLAVA I Díl 1 § 243 § 244 § 245 § 246 § 247 § 248 § 249 Díl 2 § 250 § 251 § 252 Díl 3 § 253 § 254 § 255 § 256 § 256a Díl 4 § 257 § 258 § 259 § 261 § 262 § 263 § 264 Díl 5 § 265 § 266 § 266a HLAVA II § 267 § 268 § 269 § 270 § 271 § 271a HLAVA III § 272 § 273 § 274 § 275 HLAVA IV § 276 § 277 § 277a § 278 § 279 HLAVA V Díl 1 § 280 § 280a Díl 2 § 281 § 282 § 283 § 283a Díl 3 § 284 Díl 4 § 285 § 285a Díl 5 § 286 § 287 § 287a § 287b § 288 § 288a Díl 6 § 289 HLAVA VI Díl 1 § 290 § 290a § 290b § 290c Díl 2 § 291 § 292 § 293 § 295 Díl 3 § 296 § 296a Díl 4 § 297 Díl 5 § 298 § 299 § 299a Díl 6 Oddíl 1 § 300 § 301 Oddíl 2 § 302 § 303 § 304 § 304a § 305 § 306 § 306a Díl 7 § 307 Díl 8 § 308 § 309 Díl 9 § 310 HLAVA VII Díl 1 § 312 § 313 § 314 § 315 § 316 § 317 Díl 2 § 318 § 318a § 319 HLAVA VIII Díl 1 § 320 § 320a § 320b § 321 § 322 § 323 § 323a § 324 § 325 § 326 § 327 § 328 Díl 2 § 330 § 332 § 333 § 334 § 335 § 336 HLAVA IX Díl 1 § 336a Díl 2 § 336c § 336d Díl 3 § 336e § 336f Díl 4 Oddíl 1 § 336g Oddíl 2 § 336ga Díl 6 § 336l ČÁST ČTVRTÁ HLAVA I § 337 § 338 § 339 § 340 § 341 § 341a § 342 § 342a § 343 § 344 § 344a HLAVA II § 345 § 346 HLAVA III § 347 HLAVA IV § 349 § 353 HLAVA V § 354 § 355 § 357 § 358 § 359 HLAVA VI Díl 1 § 359a Díl 2 § 359b § 359c Díl 3 § 359d Díl 4 § 359f Díl 5 § 359g § 359h Díl 6 § 359i ČÁST PÁTÁ HLAVA I § 360 § 361 § 362 § 363 § 363a § 363b § 364 § 364a § 365 § 366 § 367 § 368 § 369 § 369a § 371 § 372 § 373 HLAVA II § 376 § 377 § 378 § 379 § 379a HLAVA III § 380 § 381 § 382 HLAVA IV § 384 HLAVA V Díl 1 § 384a § 384b § 384c Díl 2 § 384d Díl 3 § 384e Díl 4 § 384ea HLAVA VI Díl 1 § 384f § 384g § 384h § 384i § 384ia Díl 2 § 384j Díl 4 § 384o § 384p Díl 5 § 384q ČÁST ŠESTÁ § 385 § 386 § 387 § 388 ČÁST SEDMÁ § 389

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Regulation Information

CitationAct No. 125 / 2008 Coll., on Transformations of Commercial Companies and Cooperatives
Regulation TypeLaw
Author-
CollectionCode of Laws
Date of Promulgation16.04.2008
Effective from01.07.2008
Effective until-
Status Valid
Legal Areas: Securities Cooperatives (commercial law) Finance Economic (State) Civil law Civil law substantive Commercial law Commercial companies Commercial liabilities Businessman, Company Administrative law Accounting Constitutional (state) law Fundamental human rights
The regulation text is for informational purposes only.

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