Act No. 134 / 2013 Coll.
Act on certain measures to increase transparency of public limited liability companies and amending other laws
Valid
Law
Effective from 30.06.2013
Text versions:
30.06.2013
31.05.2013
Contents
134
THE LAW
of 7 May 2013
on certain measures to increase the transparency of public limited liability companies and amending other laws
Parliament has decided on this law of the Czech Republic:
MEASURES TO ENSURE TRANSPARENCY
Subject matter
The Act provides for the change of paper shares to non-immobilized owners into paper shares in the name and related obligations of public limited liability companies ("the company ') and certain other rights and obligations of others.
Change in the form of shares
(1) On 1 January 2014, paper shares are converted into non-immobilized owners into paper shares in their names; the company's statutes are also amended accordingly. No registration in the Commercial Register shall be required for the effectiveness of the change in form according to the first sentence. The adjustment of the change in the form of shares in the law governing the legal situation of companies and cooperatives shall not apply.
(2) The Board of Directors shall bring the statutes into line with paragraph 1 and shall submit a proposal for the registration of a change in the form of shares referred to in paragraph 1 in the Commercial Register by 30 June 2014 at the latest.
Procedure for changing the form of shares
(1) Shareholders shall submit the shares referred to in Article 2 (1) to the company to indicate the necessary information or to exchange for new shares in their name and shall communicate to the company the information necessary for entry on the shareholder list by 30 June 2014 at the latest. A shareholder who is late in carrying out such obligations shall not be entitled to exercise the rights attaching to the shares in respect of which he is late during the period of delay.
(2) No later than 3 months before the expiry of the period referred to in paragraph 1, the company shall publish an invitation to submit shares and a notice of the consequences of the delay referred to in paragraphs 1 and 4.
(3) The Board of Directors shall decide whether to exchange shares or merely indicate changes in existing shares.
Consequences of delay on the right to dividend
If the company decides to distribute the profits at a time when the shareholder is late in carrying out the obligation under Paragraph 3 (1), it shall not be entitled to a dividend on the shares with which it is late.
Implementation of the obligation to submit shares by another person
(1) Where shares are held by a lien creditor or another person entitled to hold shares in accordance with Paragraph 2 (1), that person shall fulfil the obligation to present shares in accordance with Paragraph 3 (1).
(2) The shareholder shall notify the person referred to in paragraph 1 without undue delay of the request referred to in Article 3 (2). If the person who has not been called upon by the shareholder does not submit the shares to indicate the data or to exchange in accordance with Paragraph 3, the shareholder shall be liable for the damage caused by it.
(3) The company shall also indicate the existence of a lien on the shares submitted to it pursuant to paragraph 1, even if they are not exchanged.
Exchange of shares
The exchange of shares under Section 3 is not a public offer of investment securities under the Capital Market Act. The date on which the Board decided to replace the shares in the new name shall be indicated as the issue date, if any.
Transitional provisions
(1) A company which has decided to issue paper shares to owners before the date of entry into force of this Act and has not issued them by the date of entry into force of this Act shall comply with the existing legislation; Article 2 is not affected.
(2) Where a company has decided before the date referred to in Paragraph 2 (1) to change the form of paper shares to owners, the change in the form of shares provided for in Article 2 (1) shall not affect the obligation to present shares for exchange or the company's right to declare shares not to be submitted invalid.
(3) Where a company has decided before the date referred to in Paragraph 2 (1) to immobilize paper shares to the owner or to change the form of paper shares to the owner, the shares submitted to the company shall be treated as shares to the owner within the period referred to in Article 3 (1).
(4) The company whose shares are covered by Paragraph 2 (1) will publish an invitation to the first general meeting held after the date referred to in Article 2 (1) also in the manner laid down by law for companies with shares for owners. This applies mutatis mutandis to the publication of a call under Paragraph 3 (2).
(5) If a shareholder transfers a share whose form has changed in accordance with Paragraph 2 (1), the shareholder shall indicate its name and other information necessary for its identification on the share.
Amendment of the Commercial Code
Act No. 1 / 2006, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2006, 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 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5, Act No. 5 / 2004, Act No. 5 / 2004, Act No. 5 / 2004, Act No.
1. In Paragraph 36 (d), the words "the company, registered office and identification number of the custodian of the immobilized shares with whom the company has concluded a custody contract shall be inserted after the words" any restriction on the transferability of shares in the name, "."
2. In Article 155 (2), the sentence "The company may issue shares to the owner only as a book-entry stock or in accordance with a special law as an immobilized security; This shall also apply mutatis mutandis to the change in the form or form of shares. ';
3. In Section 156 (2), the following sentence is inserted after the first sentence: "If a company has issued paper shares in its name, the list of shareholders and the bank account number referred to in paragraph 11 shall be inserted:" The data from the list of shareholders shall also be provided by the company to the persons listed in the law governing business on the capital market under the conditions laid down by the law governing business in the capital market for the provision of data by the person responsible for the registration of investment vehicles. The bank account number entered in the shareholder list shall be provided by the company only to persons listed in the law governing the capital market business under the conditions laid down in the fourth sentence. ';
4. In Section 156, the following paragraph 11 is added:
"(11) The company shall provide all cash transactions resulting from participation in the company in favour of the holder of a paper-based share in the name exclusively through a cash transfer to its bank account held with a person authorised to provide banking services in a State which is a member of the Organisation for Economic Cooperation and Development or in a Member State of the European Union or another Contracting State of the Agreement on the European Economic Area which is or was last listed as shareholders on the relevant date. ';
5. In Article 173 (1), the words "or, where appropriate, whether the shares are immobilized 'shall be added at the end of the text in point (d).
6. The following Section 177a is inserted after Section 177:
(1) If the company has not issued a share or a provisional sheet, the shareholder is entitled, after the registered capital of the company in which it participates, to transfer its stake in the company to the extent appropriate to the individual shares by the transfer agreement.
(2) The contract for the transfer of shares in companies requires written form and the signatures of the Contracting Parties must be officially verified. The transferor guarantees liabilities that have been transferred to the transferee. Paragraph 115 (4) shall apply mutatis mutandis.
(3) A company which has not issued shares or interim certificates shall keep a list of shareholders mutatis mutandis in accordance with Article 156 (2). This list shall always include the bank account number in accordance with Section 156 (11). Paragraphs 156 (11) and 178 (8) shall apply mutatis mutandis. ';
7. Paragraph 178 (8) reads:
"(8) The company pays a dividend on paper shares in name only by transfer to a bank account pursuant to § 156 (11). If the company has issued the registered shares and does not determine the statutes or orders of the general meeting or an agreement with the shareholder otherwise, it shall pay the dividend at the address held in the book-entry register in the part designated for the issuer on the relevant date. If the company has issued paper shares per owner, it shall determine the statutes or decisions of the general meeting instead of the dividend payment, unless otherwise agreed; If the company is not designated instead of paying, the dividend shall be paid by the shareholders at the place of the company's registered office. Unless otherwise determined by the statutes or resolutions of the general meeting or by an agreement with the shareholder, the company shall pay the dividend at its expense and risk. ';
Transitional provision
Shareholders holding paper shares in their names shall communicate to the company the number of their bank account for the purpose of maintaining the list of shareholders under this Act by the date of the first general meeting of the company held after the date of entry into force of this Act; the company shall draw the shareholders' attention to this obligation by means of a notice published together with an invitation to the general meeting. Until the end of the period referred to in the previous sentence, the company shall, when paying any cash payments to shareholders, proceed according to the existing legislation.
Amendment to the Securities Act
Act No. 591 / 1992 Coll., on Securities, as amended by Act No. 89 / 1993 Coll., Act No. 331 / 1993 Coll., Act No. 259 / 1994 Coll., Act No. 61 / 1996 Coll., Act No. 152 / 1996 Coll., Act No. 15 / 1998 Coll., Act No. 70 / 2000 Coll., Act No. 307 / 2000 Coll., Act No. 362 / 2000 Coll., Act No. 476 / 2002 Coll., Act No. 88 / 2003 Coll., Act No. 501 / 2001 Coll., Act No. 56 / 2002 Coll., Act No. 296 / 2002 Coll., Act No. 476 / 2002 Coll., Act No. 88 / 2003 Coll., Act No. 257, Act No. 257 / 2004 Coll.
1. Paragraph 5 (3) is deleted.
Paragraphs 4 and 5 shall be renumbered paragraphs 3 and 4.
2. The following Section 5a is inserted after Section 5:
List
(1) Substitutable securities may be replaced by a collective instrument. The issue and issue of the instrument shall be subject to the same conditions as for the issue of an individual security. The instrument shall contain at least the particulars of the individual securities laid down by law, including their number.
(2) The holder of a collective instrument has the right to exchange it for individual securities; where the issuer determines the conditions for its exchange under emission conditions or, if it is a participant's securities, in the statutes, if these conditions are met.
(3) The rights of the collective instrument cannot be divided into shares by transfer. This does not apply if the security has been immobilized in accordance with Paragraph 38; in which case, such a share shall correspond to the individual securities replaced by a collective instrument. ';
3. Paragraph 38 (1) reads:
"(1) A paper security may be issued to a custodian authorised to keep separate records under the law governing business on the capital market, on the basis of a mass storage contract concluded between the issuer and the custodian. As long as they are stored in such a way, such securities are immobilized securities. The provisions on book-entry securities shall apply mutatis mutandis to the treatment of immobilisation securities; the provisions of the law governing the capital market business applicable to the management of the separate registration of investment vehicles shall apply mutatis mutandis to the collective custody referred to in the first sentence. The depositor of immobilisation securities shall keep a record of the issue of immobilisation securities; the provisions on the recording of the emissions of book-entry securities shall apply mutatis mutandis to the keeping of such records. The name of the owner or other persons authorised to exercise rights to the security shall not appear on immobilized securities on the series and on the name. ';
4. Paragraph 38 (3) reads:
"(3) The holder of an immobilized security may require that a security be issued to him only under the conditions laid down in the issue terms of the security or, if it is a participant's security, in the issuer's statutes. However, if the immobilized securities have been replaced by a collective instrument, the holder of the immobilized security may only require the issue of the security if he is the owner of all the securities that he replaces. The custodian shall, before issuing the security from the custody, add the name of its owner to the security in the name or series and, if the security has been stopped, indicate the existence of a lien. The right to issue the pledged security shall belong to the lien creditor or, where appropriate, to another person who proves his right to have it with him. '.
Amendment to the Capital Market Enterprise Act
Act No. 256 / 2004 Coll., on business on capital market, as amended by Act No. 635 / 2004 Coll., Act No. 179 / 2005 Coll., Act No. 377 / 2005 Coll., Act No. 56 / 2006 Coll., Act No. 57 / 2006 Coll., Act No. 62 / 2006 Coll., Act No. 70 / 2006 Coll., Act No. 159 / 2006 Coll., Act No. 120 / 2007 Coll., Act No. 420 / 2009 Coll., Act No. 296 / 2007 Coll., Act No. 29 / 2008 Coll., Act No. 223 / 2009 Coll., Act No. 227 / 2009 Coll., Act No. 216 / 2008 Coll., Act No. 230 / 2008 Coll., Act No. 230 / 2008 Coll.
1. After Paragraph 93, the following Section 93a is inserted:
Specific provisions on immobilized securities
(1) Where the issuer decides to immobilize under the law governing securities already issued, it shall proceed accordingly under the legislation governing the conversion of paper securities into book-entry securities. When depositing securities in bulk storage, the issuer may also decide to replace all paper securities which have been returned to it or which have been declared invalid, by a collective instrument or by several collective instruments.
(2) Where emission conditions allow, the issuer of the immobilized security may decide to exempt all immobilised securities from custody. If they do not at the same time decide to assign them to another custodian in accordance with paragraph 3 or to change their form, they shall be treated accordingly under the legislation governing the conversion of the book-entry security into paper. The custodian shall issue immobilisation securities to the issuer.
(3) Where the issuer, pursuant to paragraph 2, decides to exempt all immobilized securities from custody and to assign them to another custodian, the original custodian shall transmit to the new custodian all the documents and data necessary for the keeping of separate records of the immobilized securities within 3 months of the date on which such a decision was notified to him in writing or at any other later date provided for in the issuer's decision, but not before a custody contract is concluded with the new custodian.
(4) The new custodians shall, on the date referred to in paragraph 3, be subject to any rights and obligations arising from contracts relating to the safekeeping of such immobilised securities concluded between the existing custodian and their owners, as well as from contracts with persons leading such immobilized securities in a record keeping, to the extent that such immobilized securities are recorded.
(5) A public limited liability company whose statutes allow this may conclude a contract for the safekeeping of its immobilized shares only with a CSD, a securities dealer authorised to provide an investment service for safekeeping and management of investment vehicles or with a foreign person with a similar subject of business authorised to provide services in the Czech Republic.
(6) Shareholders cannot require the issue of immobilized shares to owners from a mass storage facility. The exclusion of the immobilized shares from the mass storage of the owner shall be permitted only if they are simultaneously changed in their form or form, or if they are also entrusted to another custodian by the procedure laid down in this provision.
(7) The provisions governing the recording of the issuance of book-entry securities shall apply mutatis mutandis. ';
2. In Paragraph 112, the sentence "If the holder of the security does not disclose the number of such an account, his paper securities shall be deemed not to be surrendered at the end of paragraph 3. '
EFFECTIVE
This Act shall take effect on the 30th day following its publication.
Germany
Zeman v. r.
Nausea v. r.
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Regulation Information
| Citation | Act No. 134 / 2013 Coll., on certain measures to increase transparency of public limited liability companies and amending other laws |
|---|---|
| Regulation Type | Law |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 31.05.2013 |
|---|---|
| Effective from | 30.06.2013 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
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