What is Act No. 162 / 2024 Coll.?

Act No. 162 / 2024 Coll., amending Act No. 125 / 2008 Coll., on Transformations of Commercial Companies and Cooperatives, as amended, and other related laws — Act amending Act No. 125 / 2008 Coll., on Transformations of Commercial Companies and Cooperatives, as amended, and other related laws.

When it became Act No. 162 / 2024 Coll. effectiveness?

Act No. 162 / 2024 Coll. became effective 19.07.2024.

Is Act No. 162 / 2024 Coll. still valid?

Yes, Act No. 162 / 2024 Coll. is still valid and effective.

How many times was it Act No. 162 / 2024 Coll. amended?

Act No. 162 / 2024 Coll. has 3 time versions of the text.

Act No. 162 / 2024 Coll. - Act amending Act No. 125 / 2008 Coll., o...

162

THE LAW

of 29 May 2024

amending Act No. 125 / 2008 Coll., on Transformations of Companies and Cooperatives, as amended, and other related laws

Parliament has decided on this law of the Czech Republic:

ČÁST PRVNÍ

Amendment to the Act on Transformation of Commercial Companies and Cooperatives

Čl. I

Act No. 125 / 2008 Coll., on Transformations of Commercial Companies and Cooperatives, as amended by Act No. 215 / 2009 Coll., Act No. 227 / 2009 Coll., Act No. 355 / 2011 Coll., Act No. 167 / 2012 Coll., Act No. 303 / 2013 Coll., Act No. 298 / 2016 Coll. and Act No. 33 / 2020 Coll., is amended as follows:

1. footnote 1 shall read:

"(1) Directive (EU) 2017 / 1132 of the European Parliament and of the Council of 14 June 2017 on certain aspects of company law (codified version), as amended by Directives (EU) 2019 / 1023, (EU) 2019 / 1151 and (EU) 2019 / 2121 of the European Parliament and of the Council and Regulation (EU) 2021 / 23 of the European Parliament and of the Council.";

2. In Article 3 (3) (d), "foreign 'is deleted and" Member State than Czech Republic' is replaced by "State '.

3. In Article 3, the following paragraph 4 is added:

"(4) Where this Act provides for the Board of Directors of a public limited liability company, this shall also mean the Board of Directors of a public limited liability company. '

4. In Article 10 (2), the words "or the earmarking 'shall be inserted after the word" splinter' and the words "successor company or cooperative 'shall be replaced by the words" successor in title'.

5. In Paragraph 10 (3), the sentence "As the operative date of the merger or division may not be determined on the day preceding the date of formation of the company or cooperative concerned 'is inserted after the first sentence.

6. In Article 10, the following paragraph 4 is added:

"(4) A company or cooperative may participate in more than one transformation having the same operative date. ';

7. In Article 11, the following paragraphs 4 and 5 are inserted after paragraph 3:

"(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 partner on the transfer of the assets to the shareholder. '

Paragraph 4 shall become paragraph 6.

8. In Article 11 (6), the words "the provisions of paragraphs 1 to 3 'are replaced by the words" Paragraphs 1 to 5'.

9. In Paragraph 13, the current text becomes paragraph 1 and the following paragraph 2 is added:

"(2) The provision of the Law governing the legal situation of companies and cooperatives, the obligation to pay the difference between the amount for which the non-cash contribution has been valued and its fair value when the company or cooperative is formed or the increase in the company's capital and the obligation to pay the non-cash contribution price in cash, unless the company or cooperative is entitled to the object of the transfer, does not apply in 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. '

10. In Article 13b, the current text becomes paragraph 1 and the following paragraph 2 is added, including footnote 7:

"(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.

7) § 468 et seq.

11. in the first sentence of Article 15 (1) and in the second sentence of Article 26 (2), the words "or the Management Board" shall be deleted.

12. in Article 15 (4) (a), the word "approved" is replaced by "approved."

13. In Paragraph 17 (2), after the first sentence, the sentence "Associates holding shares with which no voting right is attached shall be inserted."

14. In Article 17 (5), the words "mergers or divisions' are replaced by" conversions'.

15. In Article 17, paragraph 6 is added:

"(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). Voting against the approval of the conversion shall also mean, for the purposes of this Act, the disapproval of the first sentence. '.

16. In Paragraph 18 (1), the first sentence is replaced by the following: "If a member's consent to the conversion is required, a member who has not participated in the general meeting may give an additional indication."

17. in Paragraph 18 (2):

"(2) The presentation of the additional consent of the members outside the general meeting shall be notified by the statutory authority in accordance with the procedure laid down for calling the general meeting within 15 days of the date of expiry of the period referred to in paragraph 1. ';

18. Paragraph 18 (3) is deleted.

19. In Paragraph 19 (1), the first sentence is deleted; in the second sentence, the word "Time 'is replaced by the words" Where approval of the conversion is decided outside the general meeting, the time limit' and the words "2 weeks after service of the draft decision 'are replaced by" 15 days'.

20. In Paragraph 19 (2), the words "a member to leave the company 'are replaced by the words" a partner'; the words "a conversion project, the right to leave the company under this law 'are replaced by the words" approval of the conversion'; the words "at the time 'are replaced by the words" within the time limit';

21. in Article 19 (3), the text "Article 377" is replaced by "this law."

22. In Article 20 (5), the words "or outside the general meeting 'are replaced by" retrospectively' and the words "outside the general meeting 'are inserted after the words" 18 or'.

23. At the end of Paragraph 20a, the sentence "The provisions of the law governing the legal situation of companies and cooperatives shall not apply to the prohibition on the exercise of voting rights unless they are voting rights linked to a share owned by the company itself or by the person controlled by it. '

24. In Article 21, at the end of paragraph 2, the sentence "The distribution of a public limited-liability company with an uneven exchange ratio and the transfer of capital to shareholders must 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. ';

25. In Paragraph 21, at the end of paragraph 3, the sentence "If the company being acquired or distributed has issued more than one type of share, the consent of at least 90% of the votes of all shareholders on each type of share shall be required when the share is divided with an uneven exchange ratio. '

26. In Article 21 (5), the words "distribution with an uneven exchange ratio as referred to in Article 22 (2) 'are replaced by the words" conversion' and the words "numbers, species, form and form as appropriate 'are replaced by the words" forms, or numbers, species or'.

27. in Article 21 (6), the words "merger or division" shall be replaced by the words "transformation" and, where appropriate, the words "numbers, species, form and form" shall be replaced by the words "forms, numbers, species, or"

28. In Article 21, paragraphs 7 and 8 are added:

"(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 confers the right of shareholders to withdraw from the company, they may withdraw from the company only in respect of those shares with which they voted against the approval of the conversion. '

29.

„§ 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 transformation may include the withdrawal of a shareholder from the company under this Act. "

Article 30 (22a) shall be deleted;

31. in Article 23, the following paragraph 4 is added:

"(4) If the approval of the conversion is decided outside the membership meeting, the deadline for expressing a member of the cooperative may not be less than 15 days. ';

32. Article 25 shall be deleted;

33.In Article 27, at the end of (c), the word 'or' shall be deleted.

34. In Article 27, at the end of point (d), the dot is replaced by "or 'and the following point (e) is added:

"(e) earmarking takes place."

35. in the first part of the title of Title V, the words "Appointment, remuneration and appeal 'are replaced by the words" Appointment';

36.

„§ 28

Where the law requires an expert to be evaluated or examined, the expert must be selected from a list of experts under the law governing the activities of experts. '

37. Article 29 to 32 shall be deleted;

38. in Paragraph 33 (1):

"(1) Where the person involved in the conversion is entered in the commercial register, he shall deposit in the collection of the documents of the commercial register (hereinafter referred to as the" instrument collection ') at least 1 month before the date on which the conversion is to be approved in accordance with this law,

(a) the conversion project; and

(b) an alert to creditors, employees' representatives and, where appropriate, employees and members or members of their rights under this law. ";

Paragraph 33 (3) reads as follows:

"(3) In addition to the publication referred to in paragraph 1, a person involved in a transformation who makes information available to the public in a way that allows remote access free of charge to the public, in such a way that the information is made available in a simple way after entering the electronic address of the person involved in the transformation (hereinafter referred to as" the website "), shall also make the notice referred to in paragraph 1 (b) available for the period referred to in paragraph 1. ';

40. In Paragraph 33a (1), the words "to their rights under § 35 to 39 in a way which allows long-distance access free of charge to the public, in such a way as to make the information available in a simple manner after entering the electronic address of the person involved in the conversion (hereinafter referred to as the" website ")," shall be replaced by the words "representatives of employees and, where appropriate, employees and members or members of their rights under this law on the website."

41.In Paragraph 33a, the following paragraph 2 is inserted after paragraph 1:

"(2) In accordance with the procedure referred to in paragraph 1, any person involved in the conversion at least 1 month before the date on which the conversion is to be approved in accordance with the procedure laid down by that law,

(a) ensure the entry of conversion data under the law governing the public registers of legal and natural persons and the registration of trust funds; and

(b) deposit in the collection of documents an alert for creditors, employees' representatives, or, where appropriate, employees' or members of the persons involved in the conversion into their rights under this law. "

Paragraphs 2 to 4 shall become paragraphs 3 to 5.

42. In Paragraph 33a, paragraphs 4 and 5 are deleted.

43. In Article 33c, the words "the obligation to publish or publish a conversion project pursuant to Paragraph 33 (a), a breach of the obligations referred to in Article 33b or an infringement of the obligation to notify the non-approval of a transformation, the revocation of a decision on a conversion or a conversion project on an Internet site in time 'are replaced by the words" the obligation under Article 33 to 33b'.

44. The following Section 33d is inserted after Section 33c:

„§ 33d

Where the conversion is to be approved outside the General Meeting or a member meeting, the relevant date shall be the date for fulfilling the obligations provided for in Articles 33, 33a, 59l, 59o, 59p (7) and 59q (4) on the day preceding the date on which the person authorised to convene the General Meeting sends a draft decision to the members or members. ';

45. In the first sentence of Article 35 (1), the words "who enter their outstanding claims within 6 months of the date on which the registration of the transformation into the Commercial Register became effective vis-à-vis third parties' shall be replaced by the words" sufficient collateral 'and the word "claims' shall be replaced by the words" outstanding claims on commitments arising prior to the publication of the conversion project pursuant to Article 33 or its publication pursuant to Article 33a; this shall apply mutatis mutandis to future or contingent claims'.

46. in Paragraph 35 (1), the last sentence is deleted;

47. In Paragraph 35 (2), the words "the court shall decide on sufficient collateral in respect of the type and amount of the claim" shall be replaced by the words "the court shall establish sufficient collateral on the basis of a creditor's request, which shall certify the facts suggesting that the conversion of the deterioration of his claim 'and, at the end of the paragraph, the sentence" the Court of First Instance shall establish sufficient collateral in due regard to the type and amount of the claim. "

48. in Paragraph 35 (3):

"(3) The establishment of sufficient collateral shall be decided by the court by order. The effects of the collateral shall take place at the earliest on the date on which the registration of the transformation became effective against third parties. ';

49. In Article 35, the following paragraph 4 is added:

"(4) The right to adequate collateral must be exercised in court within 3 months of the date of publication of the conversion project pursuant to § 33 or its publication pursuant to § 33a, otherwise it shall cease. The submission of the application shall not preclude the registration of the transformation in the Commercial Register. ';

50. In Section 36 of the introductory part of the provision, the word "security 'is replaced by" sufficient collateral'.

51. in Paragraph 36, the word "or" shall be added at the end of point (a).

52. In Paragraph 36, the word "or 'at the end of point (b) is replaced by a dot and point (c) is deleted.

53. In Paragraph 40 (3), the words "sufficient security" are replaced by the words "sufficient collateral."

54. In Paragraph 47, the following paragraph 3 is inserted after paragraph 2:

"(3) The opening of an action for the right to a settlement shall prevent further proceedings against the same obliged person from taking place in court in respect of actions brought by other persons entitled. Proposals by other authorised persons shall be considered as accession to proceedings. ';

Paragraphs 3 to 8 shall be renumbered paragraphs 4 to 9.

55. in Article 47 (5) and (7), "paragraph 3" is replaced by "paragraph 4."

56. In Paragraph 47 (8), "6 'is replaced by" 7'.

57. in Paragraph 47 (9), "5 and 7" is replaced by "6 and 8."

58. in Articles 50 (1), 54 (1) (c), 54 (2), 70 (1) (f), 250 (1) (g) and 361 (f), the words "the Board of Directors" shall be deleted;

59. In Paragraph 54 (3) (c), the words "or member of a cooperative" shall be inserted after the words "public limited liability company" and the words "meeting" shall be inserted after the word "pile."

60. In the first sentence of Article 55 (1), the words ", the settlement interest of the performing member 'shall be inserted after the words", the settlement interest';

61. In the second sentence of Paragraph 55 (1), the words "the settlement interest of the performing member or member" shall be inserted after the word "arrears."

62. § 59c is deleted.

63.In § 59j, the following paragraph 3 is added:

"(3) The settlement and settlement provided to the members by the Czech person involved in the conversion in the cross-border merger, cross-border division or cross-border transfer of the registered office is governed by this law and the Czech courts are responsible for disputes concerning these rights. If the conditions of local jurisdiction are lacking or cannot be ascertained, the court in whose territory the last seat of the Czech person involved in the conversion was situated shall be responsible. '

64. In § 59k, the first sentence is added at the end of the text: "This does not apply in the case of a cross-border division where the moment when a cross-border transformation takes effect is determined under the law of the State governing the internal legal circumstances of the split person '.

65. § 59l reads:

„§ 59l

The Czech person involved in the cross-border transformation shall deposit in the collection of documents referred to in § 33 (1) and make available pursuant to § 33 (3) or publish on the website referred to in § 33a also

(a) an alert to members, creditors and employees' representatives, or, where appropriate, staff members, if the representative does not have an opportunity to deliver comments on the conversion project, no later than 5 working days before the date of the general meeting or a member meeting to approve the cross-border conversion; and

(b) a statement by the statutory authority precisely showing the financial situation of the Czech person involved in the cross-border conversion on a date which may not exceed the date of deposit of the documents pursuant to Article 33 or their publication pursuant to Article 33a by more than 1 month, stating that he is not aware of the facts for which the successor would have been involved and, on division, the company or cooperative which had been divided after the transfer of the registered office abroad, should not have been able to live up to their debts or debts which had passed over them under the cross-border conversion project at the time of their maturity. "

66. § 59m is deleted.

67. In Paragraph 59o (1), at the end of the second sentence, the words "or, failing that, directly to the employees' shall be added.

68. In Paragraph 59o (2), the words "until the date of the holding 'are replaced by the words" 5 working days before the holding'.

(69) In Article 59p (1), the words "except for a public company and a limited company" shall be inserted after the word "person," and at the end of the text of the paragraph, the words "which shall not apply to cross-border divisions by way of earmarking."

70. In Paragraph 59p, at the end of paragraph 2, the sentence "This is without prejudice to paragraph 6. 'is added.

71. in Article 59p (3) to (5):

"(3) The report on the cross-border transformation of the Czech legal person involved in the cross-border transformation shall contain an explanation and justification for the cross-border transformation from a legal and economic point of view, the effects on employees as well as future business or activity, and shall include a section for members or members and a section for employees. The Czech legal person involved in the cross-border transformation may, instead of one report containing both of these sections, draw up a separate report for members or members and a separate report for employees.

(4) The section of the cross-border conversion report intended for members or members, other than the information referred to in Article 24 (2), shall also contain:

(a) the likely effects of cross-border conversion into members;

(b) the amount of the settlement interest in the event of the withdrawal of a limited liability company member or shareholder of a public limited company pursuant to § 59r and the method or methods used to determine it;

(c) the method or methods used to determine the amount of any exchange ratio; and

(d) information on the right of members of the Czech legal person involved in the cross-border conversion to speak in accordance with § 59r, including the procedure for the exercise of that right, and the procedure for the exercise of the right under § 45 to 49.

(5) The section of the cross-border conversion report for staff includes:

(a) the likely effects of cross-border transformation on labour relations and any measures taken to protect such relations;

(b) any substantial changes to the applicable employment conditions, place of business or activity; and

(c) the way in which the aspects referred to in points (a) and (b) affect potential subsidiaries. "

72.In Article 59p, paragraphs 6 and 7 are added:

"(6) The section of the cross-border conversion report for members or members need not be drawn up if all members of the members or members of the Czech legal person involved in the cross-border conversion have given their consent to this if they are a company with a single member or a legal person who is a acquiring member in the cross-border transfer of assets and who does not have members or members. The section intended for staff does not need to be drawn up if the Czech legal person involved in the cross-border transformation or its possible subsidiaries have no employees other than those who are also members of their statutory bodies. Where a section intended for members or members is abandoned and a section for staff is not required, a cross-border conversion report shall not be required.

(7) The Czech legal person involved in the cross-border transformation will make available, by electronic means, on the website or by other means to members of staff members and representatives of staff, or, in the absence thereof, directly to staff, at least 6 weeks before the scheduled date of the general meeting or the member meeting to decide to approve the cross-border conversion, a report on the cross-border conversion. If the general meeting of the acquiring company is not to take place in a cross-border merger, Article 95b (3) or Article 120 (1) shall apply mutatis mutandis. ';

73.In Paragraph 59q (1):

"(1) Knowledge report on cross-border transformation for members or members of the Czech legal person involved in cross-border transformation, if required, in addition to the data required by this law for which method of conversion further contains

(a) the expert's opinion as to whether the amount of the settlement interest is appropriate and justified in the event of the withdrawal of a shareholder of a limited liability company or of a shareholder of a public limited company pursuant to § 59r; the expert shall take into account the market price of the company's shares prior to the notification of the proposal for a cross-border conversion or the value of the company without the effects of the proposed cross-border conversion determined according to generally accepted valuation methods;

(b) an indication by which method or methods the settlement share has been determined;

(c) an indication of whether this method or those methods are adequate in the case in point;

(d) an indication of the amount of the settlement interest that would be achieved when using each method if several methods were used; at the same time, the expert shall give an opinion on the weight to be allocated to each method in determining the share of settlement; and

(e) whether and what particular difficulties occurred in the valuation. "

74. Paragraph 59q (2) reads as follows:

"(2) The preparation of an expert report or expert reports on cross-border mergers, cross-border divisions or cross-border transfers of registered offices shall always be required; This does not apply if:

(a) all members or members of all legal entities involved in this cross-border transformation agree that the expert report or expert reports on cross-border transformation will not be drawn up;

(b) the Czech legal person involved in the cross-border transformation is a public commercial company, a limited company or a single company; or

(c) this is a cross-border allocation by allocation. ';

75. in § 59q, the following paragraph 4 is added:

"(4) The expert report on cross-border transformation must be made available to members of the Czech legal person involved in cross-border transformation by publication on the website or for consultation at the seat of the Czech legal person at least 1 month before the date of the general meeting or meeting to approve the cross-border conversion. If the general meeting of the acquiring company is not to take place in a cross-border merger, Article 95b (3) or Article 120 (1) shall apply mutatis mutandis. ';

76. in Part One, Title XIV, the following Part 6 is inserted after Part 5:

„Díl 6

Certain provisions on the approval of cross-border conversion

§ 59qa

(1) Cross-border transformations shall be approved by the General Meeting or by a member meeting of each Czech legal person involved in cross-border transformations, unless otherwise provided for in this Act.

(2) The statutory body of the Czech legal person involved in the cross-border conversion shall inform the members or members before voting on the approval of the cross-border conversion

(a) a cross-border conversion report pursuant to Article 59p, if required;

(b) an expert report on cross-border transformation in accordance with § 59q, if required;

(c) the opinion of staff on the cross-border conversion report provided for in Article 59o, if received; and

(d) comments on the cross-border conversion project pursuant to § 59l (a), if received.

§ 59qb

(1) The General Meeting or the meeting of a Czech legal person involved in a cross-border transformation may reserve, when approving a cross-border conversion, that it must be convened again in order to approve the manner and extent of the involvement of employees in the matters of the successor legal person, where the law requires the approval of a general meeting or a membership meeting. This does not apply if the way in which employees are involved is already known; in such a case, the partners or members must be familiar with it and, if they agree to a cross-border transformation, the way in which the employees are involved has also been approved.

(2) Where the manner and extent of employee involvement is approved at a later date by the general meeting or by a member meeting, it shall be approved in the same way and by at least the same number of votes as the cross-border conversion.

(3) The decision of the General Meeting or the member meeting of the Czech legal person involved in the cross-border transformation, which approved the method and scope of the involvement of employees of the successor legal person, shall be subject to a notarial registration.

(4) Failure to approve the manner and extent of employee involvement results in the impossibility of entering a cross-border transformation into the Commercial Register.

§ 59qc

If the members or members of the Czech legal person involved in the cross-border transformation are to approve a cross-border conversion outside the general meeting or a membership meeting in accordance with the law governing the legal situation of companies and cooperatives, the time limit for receipt of the observations of the member or member shall be 1 month, unless the founding act provides for a longer period. ';

Parts 6 to 9 are referred to as Parts 7 to 10.

77.§ 59r reads:

„§ 59r

(1) Any member of a Czech limited company or joint stock company who has not agreed to a cross-border merger, cross-border division or cross-border transfer of registered office shall have the right to withdraw from the company if:

Citation	Act No. 162 / 2024 Coll., amending Act No. 125 / 2008 Coll., on Transformations of Commercial Companies and Cooperatives, as amended, and other related laws
Regulation Type	Law
Author	-
Collection	Code of Laws

Date of Promulgation	19.06.2024
Effective from	19.07.2024
Effective until	-
Status	Valid

Act No. 162 / 2024 Coll.

Act amending Act No. 125 / 2008 Coll., on Transformations of Commercial Companies and Cooperatives, as amended, and other related laws

Contents