Act No. 126 / 2008 Coll.
Law amending certain laws in connection with the adoption of the Act on Transformation of Commercial Companies and Cooperatives
Valid
Law
Effective from 01.07.2008
Contents
ČÁST PRVNÍ
Čl. I
ČÁST TŘETÍ
Čl. IV
Čl. V
ČÁST ČTVRTÁ
Čl. VI
ČÁST ŠESTÁ
Čl. VIII
ČÁST SEDMÁ
Čl. IX
㤠32c
§ 32d
Čl. X
ČÁST OSMÁ
Čl. XI
Čl. XII
ČÁST DEVÁTÁ
Čl. XIII
ČÁST DESÁTÁ
Čl. XIV
ČÁST ČTRNÁCTÁ
Čl. XVIII
ČÁST ŠESTNÁCTÁ
Čl. XX
ČÁST SEDMNÁCTÁ
Čl. XXI
ČÁST OSMNÁCTÁ
Čl. XXII
ČÁST DEVATENÁCTÁ
Čl. XXIII
㤠12
㤠18a
ČÁST DVACÁTÁ
Čl. XXIV
ČÁST DVACÁTÁ PRVNÍ
Čl. XXV
ČÁST DVACÁTÁ DRUHÁ
Čl. XXVI
㤠19
㤠99a
ČÁST DVACÁTÁ ČTVRTÁ
Čl. XXVIII
ČÁST DVACÁTÁ PÁTÁ
Čl. XXIX
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126
THE LAW
of 19 March 2008
amending certain laws in connection with the adoption of the Act on the Transformation of Commercial Companies and Cooperatives
Parliament has decided on this law of the Czech Republic:
Amendment of the Civil Code
Act No. 1 / 2006, Act No. 1 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 6 / 2006, Act No. 5 / 2006, Act No. 6 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 6 / 2006, Act No. 6 / 2006, Act No. 6 / 2006, Act No. 5, Act No. 96, Act No. 96, Act No. 5, Act No. 6 / 2006, Act No. 5, Act No. 5, Act No. 2006, Act No. 6, Act No. 2006, No 2006, No 2006, No 2006, No 2006, Act No. 2006, No. 2006, No 2006, No. 2006, Act No. 2006, No. 2006, No. 2006, No. 2006, No.
1. In Article 9, at the end of paragraph 3, the dot is replaced by a comma and the following point (w) is added:
"(w) the procedure for the conversion of companies and cooperatives under the special legislation 53c).
53c) Act No. 125 / 2008 Coll., on Transformations of Commercial Companies and Cooperatives. '.
2. In Article 200da, the following paragraph 2 is inserted after paragraph 1:
"(2) Where an application for registration of a national merger of a limited company or a public limited company or cooperative is made, the registry court shall also examine whether the limited company or cooperative within 3 years of the date of publication of the national merger project has not participated in the cross-border merger and, if so, whether the conditions of the special legislature53c (c) concerning the involvement of employees in the acquiring company with a limited liability or joint venture after the registration of the national merger in the commercial register are fulfilled. ';
Paragraphs 2 to 7 shall be renumbered paragraphs 3 to 8.
3. In Article 200db, the following paragraph 4 is inserted after paragraph 3:
"(4) Within 3 working days of the date of registration of the cross-border merger, the Registry Court shall send a notice of such registration and information on its contents to the person who maintains the foreign trade register in which the legal person having its registered office in another Member State is registered. ';
Paragraphs 4 and 5 shall become paragraphs 5 and 6.
4. In Article 200e (1), "§ 9 (3) (b), (d), (e), (f) and (g) 'is replaced by" § 9 (3) (b), (d) to (g) and (w)';
5. in § 200e (4), "§ 9 (3) (b), (d), (e) and (f)" shall be replaced by "§ 9 (3) (b), (d) to (f) and (w)";
Amendment to the Accounting Act
Act No. 563 / 1991 Coll., on Accounting, as amended by Act No. 117 / 1994 Coll., Act No. 227 / 1997 Coll., Act No. 492 / 2000 Coll., Act No. 353 / 2001 Coll., Act No. 575 / 2002 Coll., Act No. 437 / 2003 Coll., Act No. 257 / 2004 Coll., Act No. 669 / 2004 Coll., Act No. 179 / 2005 Coll., Act No. 495 / 2005 Coll., Act No. 57 / 2006 Coll., Act No. 266 / 2007 Coll., Act No. 296 / 2007 Coll., amended as follows:
1. In the sixth sentence of Paragraph 3 (2), the words "or split-up entity 'shall be inserted after the words" an entity'.
2. In Paragraph 17 (3), the second sentence is replaced by the following: "The successor entity shall adjust the accounts of the entities involved on the date of the registration of the transformation of the company (11c) with effect from the relevant date; in the case of a cross-border merger, an adjustment shall be made under this law. ';
Footnote 11c reads:
"11c) Act No. 125 / 2008 Coll., on Transformations of Commercial Companies and Cooperatives. '.
3. In Paragraph 17, the following sentence is added at the end of paragraph 3: "The financial statements shall not be drawn up by the merging entities on the last day of the financial year after the relevant date, provided that the date of registration of the transformation of the company is not completed until the following financial year. The accounting method of conversion, including the possibility of applying the method of valuation referred to in Article 24 (3) (a) (1) in the case of a cross-border merger, or of the obligation to open and close accounts for foreign persons, which, as a result of a cross-border merger in the Czech Republic, will engage or engage in other activities under specific legislation, may adapt the implementing legislation. ';
4. In Paragraph 27 (3), the words "the Commercial Code 'are replaced by the words" the Act on Transformation of Commercial Companies and Cooperatives in 11c'.
Transitional provision
In cases where Act No. 125 / 2008 Coll., on Transformations of Companies and Cooperatives, imposes an obligation to complete the transformation under the existing legislation, Paragraph 27 (3) of Act No. 563 / 1991 Coll., on accounting, as effective before the date of entry into force of the Act, shall apply.
Amendment to the Banking Act
Act No. 21 / 1992 Coll., on Banks, as amended by Act No. 264 / 1992 Coll., Act No. 292 / 1993 Coll., Act No. 156 / 1994 Coll., Act No. 83 / 1995 Coll., Act No. 84 / 1995 Coll., Act No. 70 / 1996 Coll., Act No. 159 / 1997 Coll., Act No. 16 / 1998 Coll., Act No. 127 / 1998 Coll., Act No. 57 / 1999 Coll., Act No. 62 / 2006 Coll., Act No. 70 / 1996 Coll., Act No. 239 / 2004 Coll., Act No. 239 / 2001 Coll., Act No. 377 / 2005 Coll., Act No. 126 / 2002 Coll., Act No. 453 / 2003 Coll., Act No. 257 / 2004 Coll., Act No. 439 / 2004 Coll.
1. in Article 16 (1) (a):
"(a) the conclusion of a contract whereby any contract is made available to the undertaking or part thereof;"
2. In Article 16 (1) (c), the words "or division 'shall be inserted after the words" merger'.
Change of notarial order
Act No. 358 / 1992 Coll., on notaries and their activities (notarial order), as amended by Act No. 82 / 1998 Coll., Act No. 30 / 2000 Coll., Act No. 370 / 2000 Coll., Act No. 120 / 2001 Coll., Act No. 70 / 2001 Coll., Act No. 81 / 2001 Coll., Act No. 352 / 2001 Coll., Act No. 501 / 2001 Coll., Act No. 6 / 2002 Coll., Act No. 344 / 2005 Coll., Act No. 349 / 2004 Coll., Act No. 284 / 2004 Coll., Act No. 554 / 2004 Coll., Act No. 88 / 2003 Coll., Act No. 18 / 2004 Coll.
1. In Paragraph 72, the dot is replaced by a comma at the end of paragraph 1 and the following point (k) is added:
"(k) the fulfilment of the terms of the cross-border merger for the purposes of entering a cross-border merger in a trade register or foreign trade register."
2. in Paragraph 72 (4), "(d), (i) and (j) 'is replaced by" (d) and (i) to (k)';
Amendment of the Income Tax Act
Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 1999, Act No. 5 / 1999, Act No. 5 / 1999, Act No. 5 / 1999, Act No. 5 / 1999, Act No. 5, Act No. 5 / 1999, Act No. 5, Act No. 5, Act No. 5 / 1999, Act No. 99, Act No. 5, Act No. 5 / 1999, Act No. 5, Act No. 5, Act No. 5, Act No 2004, Act No 1999, Act No. 5, Act No 1999, Act No 1999, No 1999, Act No 1999, No 1999, No 1999, Act No. 5, Act No. 2004, Act No. 2004, No 1999, No 1999
1. in Article 4 (1) (zh), the word "top 70a)" shall be replaced by "top 131";
footnote 70a is deleted.
Footnote 131 reads:
"131) Act No. 125 / 2008 Coll., on Transformations of Commercial Companies and Cooperatives. '.
2. in Paragraph 4 (1) (zh), the word "Regulation, 70a)" shall be replaced by the word "Regulation131); ';
3. in Articles 10 (1) (j) and 23c (3), the word "Regulation, 70)" shall be replaced by "Regulation 131)," ';
4. In Article 20 (3), the word "Regulation 70) 'is replaced by" Regulation 131)';
5. in § 23 (3) (c) (5), § 24 (2) (i), § 24 (2) (t), § 24 (2) (v) (1) and § 25 (1) (zi), the word "transformation70)" shall be replaced by the word "transformation131";
6. In Article 23, the following paragraph 17 is added:
"(17) In the event of the acquisition by a taxpayer of the assets and liabilities referred to in § 17 (3) or of a permanent establishment of a taxpayer referred to in § 17 (4) in the territory of the Czech Republic by the transfer of an undertaking or its separate part, by the merger of companies or by the division of a company from a taxpayer referred to in § 17 (4) or by the transfer of assets and liabilities to a permanent establishment established by the Czech National Bank on the date of the transfer of ownership of assets by the transfer or transfer of assets and liabilities in accordance with the laws of the Czech Republic, the conversion of the value of assets and liabilities of the company from the taxpayer referred to in § 17 (4) shall apply for the conversion of the value of assets and liabilities in accordance with the law of the relevant State. The same rate shall be used for the conversion of the value of the depreciation applied, adjustments, tax losses, provisions, deductible items and similar items applied under the relevant legislation abroad. The recalculated foreign price shall also apply for the purposes set out in Paragraph 24 (11). ';
7. In Article 23a (4), the words "and intangible assets which can be amortised under this Act [Paragraph 30 (10) (m)] 'are replaced by the words" assets and intangible assets which can be amortised under this Act. If the transferring company is a taxpayer referred to in § 17 (4) and this tangible property and intangible property was not part of a permanent establishment in the Czech Republic, the provisions of § 32c shall apply mutatis mutandis to determine depreciation with the receiving company. "
8. in Article 23a (5), the words "and continue to produce them under special legislation 22a) shall be added at the end of the text of point (a); where the transferring company is a taxpayer referred to in § 17 (4), which does not have a permanent establishment in the Czech Republic, items of a similar nature to the reserves and adjustments related to the transferred undertaking established under the relevant legislation of another Member State, but up to a maximum of the amount laid down under special legislation 22a) for the taxpayers referred to in § 17 (3) and under the conditions laid down in this law may be taken over and continued to create them in accordance with the specific legislature22a). ';
9. Paragraph 23a (5) is added at the end of the text in point (b), "where the transferring company is a taxpayer referred to in Article 17 (4), which does not have a permanent establishment in the Czech Republic, the tax loss incurred by the transferring company in another Member State and which has not been applied in another Member State as an item reducing the taxable amount of the transferring company or other company, but up to the amount to which the tax loss would have been determined under this law if the transferring company were in the tax period or period for which the tax return is made, in respect of which the tax loss arose, by the taxpayer referred to in paragraph 17 (3) '.
10. In Article 23a (5), the words "when the transferring company is a taxpayer referred to in Article 17 (4), which does not have a permanent establishment in the Czech Republic, only items of a similar nature to those deductible under this Act which have not yet been applied abroad may be taken over, but up to the maximum amount specified and under the conditions laid down in this Act."
11. in Article 23c (7), the word "property" and "[Paragraph 30 (10) (m)]" shall be inserted after the word "material";
12. In Paragraph 23c, at the end of paragraph 7, the sentence "If the company being acquired or distributed is a taxpayer referred to in Paragraph 17 (4) and this tangible property and intangible property was not part of a permanent establishment in the Czech Republic, the provisions of Paragraph 32c shall apply mutatis mutandis to determine the depreciation of the acquiring company. '
13. in Article 23c (8), the words "and continue to produce them under special legislation 22a) shall be added at the end of the text of point (a); where the company being acquired or distributed is a taxpayer referred to in Article 17 (4), which does not have a permanent establishment in the Czech Republic, items of a similar nature to reserves and adjustments related to the transferred assets and liabilities created under the relevant legislation of another Member State, but up to a maximum of the amount laid down under the special legislature22a) may be taken over by the taxpayers referred to in Article 17 (3) and under the conditions laid down in that law, and continue to create them in accordance with the specific legislature22a) '.
14. in Article 23c (8), the words "where the company being acquired or distributed is a taxpayer referred to in Article 17 (4), which does not have a permanent establishment in the territory of the Czech Republic, the tax loss incurred by the company being acquired or distributed in another Member State and which has not been applied in another Member State as an item reducing the taxable base of the company being acquired, distributed or otherwise, may be taken over, but to the maximum extent that the tax loss would have been determined under this law if the company being or distributed had been in the tax period or the period for which the tax return in respect of which the tax loss was incurred was made by the taxpayer referred to in Article 17 (3)."
15. In Paragraph 23c (8), the words "if the company being acquired or distributed is a taxpayer referred to in Paragraph 17 (4), which does not have a permanent establishment on the territory of the Czech Republic, can only be taken over by items of a similar nature to those deductible under this Act which have not yet been applied abroad, up to the maximum amount laid down and under the conditions laid down in this Act."
16. in Article 24 (2) (y) and Article 38na (4), the word "social70)" is replaced by the word "social131";
17. in Article 24 (7), the word "cooperative" shall be replaced by "cooperative" 131. "
18. in Paragraph 24 (7), the word "Regulation, 70a)" shall be replaced by "Regulation 131);"
19. in Article 24 (9), the words "conversion of a company (70)" shall be replaced by the words "transformation131)" and the words "trading company or cooperative" shall be replaced by "company."
20. in Article 24 (11), the words "or similar legislation abroad" shall be inserted after the word "Regulation 70," the word "value 20" shall be replaced by the word "value," and the words "consumption under specific legislation" shall be replaced by "consumption."
21. in Article 24 (11) and in Article 38a (10), the word "conversion, 70)" shall be replaced by "transformation131);"
22. in Article 26 (7) (a) (3), "cooperatives, 70)" is replaced by "cooperatives, 131),"
23. In Article 27, at the end of (ch), the dot is replaced by a comma and the following point (i) is added:
"(i) hired tangible property, including tangible property, which is the subject of a finance lease contract, followed by the purchase of hired tangible property or similar contract concluded abroad, provided that depreciation or items of a similar nature is applied by a person other than the owner."
24. in Paragraph 28 (1), the word "legislation70)" is replaced by the word "legislation131";
25. in Article 29 (1), at the end of point (f), the dot is replaced by a comma and the following point (g) is added:
"(g) recalculated foreign price (§ 23 (17))."
26. in Article 29 (9) (a), the word 'Regulation 70' is replaced by 'Regulation 131';
27. in Article 30 (10) of the Introductory Part of the provision, the words "which is a taxpayer referred to in § 2 or § 17 (3) or a permanent operator referred to in § 17 (4) in the territory of the Czech Republic" shall be inserted after the word "owner."
28. in Article 30 (10) (a), the word "cooperative, 70)" shall be replaced by "cooperative, 131),"
29. in Article 30 (10) (b), Article 32a (1) (a) (1) and Article 32a (4), the word "conversion, 70)" shall be replaced by "transmission131),";
30. in Paragraph 30 (10), the comma at the end of point (l) is replaced by a dot and point (m) is deleted;
31. after Article 32b, the following Sections 32c and 32d are inserted:
Non-monetary deposits from abroad
(1) When acquiring tangible property and intangible property which was not part of a permanent establishment in the territory of the Czech Republic, a contribution from the taxpayer referred to in § 2 (3) or § 17 (4) shall be continued by a commercial company or cooperative or permanent establishment of the taxpayer referred to in § 17 (4) in the territory of the Czech Republic in the depreciation of such tangible property and intangible property from the recalculated foreign price established pursuant to § 23 (17), from which the taxpayer referred to in § 17 (4) applied depreciation or deductible items of a similar nature abroad; au
(a) the tangible assets shall be classified in the depreciation group referred to in Annex 1 to this Act and shall be amortised at the appropriate rate laid down in Section 31 in the column marked "in subsequent depreciation years,"
(b) the intangible assets are amortised for the remaining number of months provided for in Paragraph 32a.
(2) Deductions in the Czech Republic may be applied in aggregate up to the difference between the translated foreign price and the depreciation or deductible items of a similar nature applied by the depositor abroad in accordance with the applicable legislation of the competent State.
(3) Where the tangible assets and intangible assets deposited have already been written off by the depositor at the time of the deposit for a period already indicated as a minimum depreciation period in Paragraph 30 (1), the difference between the translated foreign price and depreciation or deductible items of a similar nature, applied by the depositor abroad, may be applied to the transferee as an expense (expense) in the tax period or in the period for which the tax return is filed in which the property was acquired.
(4) For tangible assets and intangible assets that can be amortised under this Act but from which depreciation or deductible items of a similar nature could not be applied to the depositor abroad, the acquirer may be amortised from the translated foreign price established under Paragraph 29 (1) (d).
For tangible property and intangible property which has been transferred from abroad to a permanent establishment of a taxpayer referred to in § 2 (3) or § 17 (4) in the territory of the Czech Republic and which has been amortised abroad by that taxpayer, the taxpayer shall write off the property in a similar manner to the acquirer of the property pursuant to § 32c. '
32. in § 35ba (2), § 38g (2) and § 38h (12), "(a)" is replaced by "(b)."
33.In Articles 38a (10) and 38m (8) (c), the word "transmission70) 'is replaced by" transmission131'.
34. in Paragraph 38a (10), the word "merger 70)" shall be replaced by "merger 131)" and the word "social70) shall be replaced by the word" social131 ";
35. in Paragraph 38a (10), the words "with the exception of the conversion of 131) in which the acquiring company is a taxpayer referred to in Paragraph 17 (4), which does not have a permanent establishment in the Czech Republic, and, ';
36. In § 38n, at the end of paragraphs 4 and 6, the sentence "Similarly, a tax loss incurred by a taxpayer referred to in § 17 (4), which does not have a permanent establishment in the Czech Republic, is to be taken over."
37. in Paragraph 38na (7), the words "before a substantial change" and "after a substantial change" shall be deleted;
38. in Article 38na (7) (b) and Article 38na (9), the words "or in which it originated shall be inserted after the words" measured, ";
Transitional provisions
1. The current legislation applies to the tax obligations for the years 1993 to 2007 and the tax period which began in 2007. The provisions of Act No. 586 / 1992 Coll., as effective from the date of entry into force of the Act, shall apply for the first time for the tax period which began in 2008, unless otherwise provided for in that Act.
2. Paragraph 23a (4) and (5), § 23c (7) and (8), § 32c and 32d of Act No. 586 / 1992 Coll., as effective from the date of entry into force of this Act, shall apply for the first time to property acquired by the transfer of an undertaking or its separate part, or to a permanent establishment in the Czech Republic after the date of entry into force of this Act.
3. The tax loss incurred by the taxpayer referred to in Paragraph 17 (4), which does not have a permanent establishment in the Czech Republic, may be taken over for the first time for the tax loss incurred during the tax period or for the period for which the tax return is filed, in which the Treaty of Accession of the Czech Republic to the European Union entered into force.
4. The provisions of § 35ba (2), § 38g (2) and § 38h (12) of Act No. 586 / 1992 Coll., as effective from the date of entry into force of the Act, shall apply for the first time to the settlement of the salary for the calendar month following the calendar month in which the Act became effective. In the annual settlement of tax advances and tax advantages, these provisions are already applicable for the tax period starting in 2008.
Amendment of the Reserve Act to determine the income tax base
Act No. 593 / 1992 Coll., on provisions for the determination of the income tax base, as amended by Act No. 157 / 1993 Coll., Act No. 323 / 1993 Coll., Act No. 244 / 1994 Coll., Act No. 132 / 1995 Coll., Act No. 211 / 1997 Coll., Act No. 333 / 1998 Coll., Act No. 363 / 1999 Coll., Act No. 492 / 2000 Coll., Act No. 126 / 2002 Coll., Act No. 260 / 2002 Coll., Act No. 176 / 2003 Coll., Act No. 176 / 2003 Coll., Act No. 266 / 2007 Coll., and Act No. 669 / 2004 Coll., Act No. 377 / 2005 Coll., Act No. 545 / 2005 Coll., Act No. 223 / 2006 Coll.
1. In Paragraph 3 (3), the sentence "Similarly, in the case of conversion under special legislation 1e) 'is inserted after the third sentence.
Footnote 1e:
"(1e) Act No. 125 / 2008 Coll., on Transformations of Commercial Companies and Cooperatives. '.
2. In Article 3, at the end of paragraph 3, the sentence "Similarly, this shall apply in the case of conversion under special legislation (1e)."
3. In the fourth sentence of Paragraph 4 (1), the word "social21) 'is replaced by the word" social1e'.
4. In Paragraph 4 (1), the last sentence is replaced by the following: "In the conversion of 1e), the acquiring company may continue to create reserves and adjustments started by the company being acquired or distributed under conditions which would apply to the company being acquired or distributed under this Act if the conversion had not taken place and only to the extent that they relate to a part of the commercial property 21), which is transferred to that acquiring company, but up to the maximum amount laid down by this Act. '
5. In Article 7 (11), the word "transformation21) 'is replaced by" transformation1e';
Transitional provisions
1. The current legislation applies to the tax obligations for the years 1993 to 2007 and the tax period which began in 2007. The provisions of Act No. 593 / 1992 Coll., as effective from the date of entry into force of this Act, shall apply for the first time for the tax period or for the period for which the tax return is filed, beginning in 2008.
2. Paragraphs 3 (3) and 4 (1) of Act No. 593 / 1992 Coll., as effective from the date of the entry into force of this Act, shall apply for the first time to the conversion which took place during the tax period or the period for which the tax return is filed, started in 2008.
Amendment to the Pension Insurance Act with a State contribution
Act No. 42 / 1994 Coll., on Pension Admission with a State Contribution and on Changes to Certain Acts related to its Implementation, as amended by Act No. 15 / 1998 Coll., Act No. 61 / 1998 Coll., Act No. 170 / 1999 Coll., Act No. 353 / 2001 Coll., Act No. 309 / 2002 Coll., Act No. 36 / 2004 Coll., Act No. 237 / 2004 Coll., Act No. 70 / 2006 Coll., Act No. 342 / 2006 Coll. and Act No. 296 / 2007 Coll., is amended as follows:
1. in Article 7 (3) (b), the words "health insurers 1a)," shall be deleted and footnote 1a shall be deleted;
2. In the second sentence of Paragraph 39 (3), the word "merger 'is replaced by" merger'.
Amendment of the Act on savings and credit cooperatives
In Article 1 of Act No. 87 / 1995 Coll., on savings and credit cooperatives and certain measures related thereto and on the addition of Act No. 586 / 1992 Coll., on Income Tax, as amended, as amended, as amended, Act No. 100 / 2000 Coll., Act No. 280 / 2004 Coll., Act No. 57 / 2006 Coll. and Act No. 120 / 2007 Coll., the sentence "The Cooperative Reserve is required to obtain the prior approval of the Czech National Bank to conclude a contract on the basis of which any contract is available with the undertaking or parts of it."
Amendment to the Packaging Act
Act No. 477 / 2001 Coll., on Packaging and on the Amendment of Certain Acts (Law on Packaging), as amended by Act No. 274 / 2003 Coll., Act No. 94 / 2004 Coll., Act No. 237 / 2004 Coll., Act No. 257 / 2004 Coll., Act No. 444 / 2005 Coll. and Act No. 66 / 2006 Coll., is amended as follows:
1. In Article 20 (10), the words "the merger of an authorised company with another legal entity or division 'are replaced by the words" the approval of a merger project of an authorised company with another legal entity or the approval of a division project'.
2. in Paragraph 32 (e), the words "with a merger" shall be replaced by "with a merger."
Amendment of the Value Added Tax Act
In Sections 94 (4) and 95 (4) of Act No. 235 / 2004 Coll., on Value Added Tax, as amended by Act No. 635 / 2004 Coll. and Act No. 545 / 2005 Coll., the words "or in another Member State 'are inserted in the first sentence after the words" in the Czech Republic'.
Amendment to the Capital Market Enterprise Act
In § 19 paragraphs 1 and 2, § 61 paragraphs 1 and 2, § 78 paragraphs 1 and 2, and § 106 paragraphs 1 and 2 of Act No. 256 / 2004 Coll., on capital market business, as amended by Act No. 57 / 2006 Coll. and Act No. 120 / 2007 Coll., the word "commercial 'is deleted.
Amendment of the Education Act
Act No. 561 / 2004 Coll., on pre-school, primary, secondary, higher vocational and other education (Education Act), as amended by Act No. 383 / 2005 Coll., Act No. 112 / 2006 Coll., Act No. 158 / 2006 Coll., Act No. 161 / 2006 Coll., Act No. 165 / 2006 Coll., Act No. 179 / 2006 Coll., Act No. 342 / 2006 Coll., Act No. 624 / 2006 Coll. and Act No. 217 / 2007 Coll., is amended as follows:
1. Paragraph 124 (4) reads as follows:
"(4) Save as otherwise provided in this Law, the provisions of the Commercial Code on the Establishment, Establishment, Establishment, Termination and Termination of Commercial Companies shall apply mutatis mutandis to the establishment, establishment, abolition and termination of a School Legal Person. ';
2. In Article 124, the following paragraph 5 is added:
"(5) Save as otherwise provided in this Law, the provisions on national mergers and divisions contained in the Act on the Transformation of Companies and Cooperatives shall apply mutatis mutandis to the merging, merging and division of a legal person. ';
Amendment of the European Company Act
Act No. 627 / 2004 Coll., on European Society, as amended by Act No. 264 / 2006 Coll. and Act No. 296 / 2007 Coll., is amended as follows:
1.
Shareholders who voted against the transfer of registered office of a European company shall be protected within the meaning of Article 8 (5). Council Regulation in accordance with the provisions of the Act on the Transformation of Commercial Companies and Cooperatives on the Obligatory Purchase of Shares by the acquiring company in the merger. The public draft contract shall be made by the European company within 2 weeks of the date of the general meeting which approved the proposal for the transfer of the registered office. '.
footnote 9 is deleted.
2. In Articles 13 and 21 (2), the words "the Commercial Code 'are replaced by the words" the Act on Transformation of Commercial Companies and Cooperatives'.
3. in paragraphs 15, 19 and 45, the words "the Merger Code on the Expert for the Merger and the Expert Report on the Merger 10" shall be replaced by the words "the Act on the Transformation of Commercial Companies and Cooperatives on the Expert for the Merger and the Expert Report on the Merger."
footnote 10 is deleted.
4. In Paragraph 17 (1), the words "commercial law (11) 'are replaced by the words" law on the conversion of companies and cooperatives'.
footnote 11 is deleted.
5. Paragraph 17 (3) reads as follows:
"(3) The protection of minority shareholders of a participating company based in the territory of the Czech Republic who voted against the approval of the draft terms of merger is adequately governed by the arrangements for the purchase of shares by the acquiring company under the Act on the conversion of companies and cooperatives, and the notarial record of the decision of the general meeting approving the draft terms of merger must contain the names of the shareholders who voted against the approval of the draft terms of merger. '
footnote 12 is deleted.
6. Paragraph 18 (1) is deleted and paragraph 2 is deleted.
7. The following Section 18a is inserted after Section 18:
Contents
ČÁST PRVNÍ
Čl. I
ČÁST TŘETÍ
Čl. IV
Čl. V
ČÁST ČTVRTÁ
Čl. VI
ČÁST ŠESTÁ
Čl. VIII
ČÁST SEDMÁ
Čl. IX
㤠32c
§ 32d
Čl. X
ČÁST OSMÁ
Čl. XI
Čl. XII
ČÁST DEVÁTÁ
Čl. XIII
ČÁST DESÁTÁ
Čl. XIV
ČÁST ČTRNÁCTÁ
Čl. XVIII
ČÁST ŠESTNÁCTÁ
Čl. XX
ČÁST SEDMNÁCTÁ
Čl. XXI
ČÁST OSMNÁCTÁ
Čl. XXII
ČÁST DEVATENÁCTÁ
Čl. XXIII
㤠12
㤠18a
ČÁST DVACÁTÁ
Čl. XXIV
ČÁST DVACÁTÁ PRVNÍ
Čl. XXV
ČÁST DVACÁTÁ DRUHÁ
Čl. XXVI
㤠19
㤠99a
ČÁST DVACÁTÁ ČTVRTÁ
Čl. XXVIII
ČÁST DVACÁTÁ PÁTÁ
Čl. XXIX
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Regulation Information
| Citation | Act No. 126 / 2008 Coll., amending certain laws in connection with the adoption of the Act on Transformation of Commercial Companies and Cooperatives |
|---|---|
| Regulation Type | Law |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 16.04.2008 |
|---|---|
| Effective from | 01.07.2008 |
| Effective until | - |
| Status | Valid |
Legal Areas:
Banking, Money
Securities
Taxes
Social security benefits
Cooperatives (commercial law)
European law
European Community
Finance
Economic (State)
Information, Data, Data
Integration Directives
Wages, salaries, wages, compensation
Civil law
Civil law substantive
Civil law of procedure
Commercial law
Trade Register
Commercial companies
Businessman, Company
Labour law
Social security law
Self-administration
Education, Education, Education
Contracts in commercial law
Judicial and Public Prosecutor's Office
Administrative law
Accounting
Constitutional (state) law
Health
The regulation text is for informational purposes only.
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