Decree No. 206 / 2008 Coll.
Order on documents which the Czech participating corporation is required to submit to the notary for certification in cross-border merger
Valid
Order
Effective from 01.07.2008
Text versions:
01.07.2008
17.06.2008
206
DECLARATION
of 6 June 2008
on the documents which the Czech participating corporation is required to submit to the notary for certification in the cross-border merger
According to Section 388 of Act No. 125 / 2008 Coll., on Transformations of Commercial Companies and Cooperatives ("the Act '), the Ministry of Justice provides for the implementation of Section 208 (2) of the Act:
The Czech participating corporation is obliged to submit the following documents to the notary before issuing the certificate under Paragraph 208 (2) of the Act:
(a) an extract from the commercial register not earlier than 10 days;
(b) a written communication which does not correspond to the particulars of the extract from the commercial register and whether the application for registration has already been submitted, including a copy of the application;
(c) a valid full text of the social contract or of the instruments of incorporation or of the statutes and an affidavit by all members of the statutory body of the Czech participating corporation of the fact that that text of the statutes is valid and complete and has been established in a collection of commercial register documents;
(d) an expert report on a cross-border merger, if any;
(e) the cross-border merger project as published;
(f) a copy of the notarial record certifying the approval of the cross-border merger by the general meeting or by the members of the Czech participating corporation,
(g) documents certifying the publication of a cross-border merger project;
(h) an affidavit by all members of the statutory body of the Czech participating corporation that it is not known that an application for annulment of a resolution of the general meeting or of a member meeting which has approved a project of cross-border merger or proof that the procedure for such a proposal has been definitively terminated, or that the application has been definitively rejected or rejected, or that all the beneficiaries have waived the right to file a motion for annulment of that resolution of the general meeting or member meeting;
(i) an affidavit by all members of the statutory body of the Czech participating corporation that all information has been provided to each member or member and creditor of each Czech or foreign participating corporation under Article 198 of the Act; and
(j) the documents referred to in paragraphs 2 to 11, if required.
If the Czech participating corporation has the legal form of a limited liability company, it is required to submit to the notary the documents provided for in Section 93 of the Act, if those documents are required under the law, and a solemn declaration by all members of its statutory body that these documents have been sent within the period laid down in Section 197 of the Act to all members of the limited liability company.
If the Czech corporation concerned has the legal form of a public limited company, it is obliged to submit to the notaries the documents referred to in Article 119 of the Act, if those documents are required under the law, and the affidavit of all members of its statutory body that these documents were free to consult all shareholders at the registered office of the public limited company and at the general meeting of the public limited company which approved the cross-border merger project, and that all shareholders were informed of their right to consult and obtain copies and extracts of those documents free of charge.
If a Czech participating corporation has the legal form of a cooperative, it is required to submit to the notary the documents provided for in Section 169 of the Act, where such documents are required under the law, and an affidavit by all members of its statutory body of the fact that these documents were free to consult all members at the head of the cooperative and at the member meeting of the cooperative which approved the cross-border merger project, and that all members were reminded of their right to consult and obtain copies and extracts free of charge from them.
(1) The Czech participating corporation is required to submit to the notary a solemn declaration by all members of its statutory body that it has not issued bonds. If a Czech participating corporation has issued bonds, it shall instead submit to the notary:
(a) emission conditions;
(b) proof of a proper meeting of the bondholders;
(c) a copy of the notarial record certifying the meeting of the bondholders;
(d) proof of publication of a copy of the notarial registration certifying the meeting of the bondholders; and
(e) an affidavit by all members of the statutory body of the Czech participating corporation that the Czech participating corporation has satisfied all claims of the bondholders who have applied for their early repayment within the time limit and under the conditions laid down in the special law.
(2) If the meeting of the bondholders did not take place for reasons on the part of the bondholders, even though it was duly convened, the Czech company concerned shall submit to the notary instead of the documents referred to in paragraph 1 (b). (c) to (e) an affidavit by all members of its statutory body of this fact, including a detailed description of the reasons for which the meeting of the bondholders did not take place.
(1) The Czech corporation concerned is required to submit a document to the notary and, if this is not possible, a solemn declaration by all members of its statutory body that all claims and other rights of all known creditors have been secured or satisfied in accordance with the procedure laid down in § 35 to 39 of the Act or that creditors have waived or have not exercised the right to secure or satisfy their claims.
(2) The documents or statements of honour referred to in paragraph 1 shall include a list of the names of the creditors who have requested the provision of a sufficient security and a description of the manner in which their claims have been adequately secured and, where appropriate, of the grounds for which the applicants have been excluded from the list of persons authorised to require the provision of sufficient security.
(1) The Czech participating corporation is required to submit the following documents to the notary:
(a) a contract on the extent of the right of influence of employees of the successor corporation pursuant to Article 233 of the Act or an entry on the order of the negotiating committee pursuant to Article 232 (1) of the Act;
(b) an affidavit by all members of the statutory body of all Czech and foreign participating corporations that the deadline for the adoption of a resolution by the negotiating committee or for the conclusion of a contract on the extent of the right of influence of employees of the successor corporation provided for in Section 232 (3) of the Act has expired without the adoption of that Treaty or resolution within that period;
(c) the decision by all participating corporations that the employees of the successor corporation will have the right of influence under the Law after the entry of the cross-border merger into the Commercial Register (Section 235 of the Act); and
(d) if the successor corporation has its registered office outside the territory of the Czech Republic, the affidavit of all members of its statutory body that the contract concluded on the extent of the right of influence of the employees of the acquiring corporation or the resolution of the negotiating committee is in accordance with the law of the Member State in which the successor corporation is to have its registered office.
(2) Paragraph 1 shall not apply where employees of a successor corporation are not entitled to influence under Section 215 of the Commercial Code after a cross-border merger has been registered. In such a case, the Czech participating corporation shall submit a declaration of honour to the notary of all members of its statutory body.
(3) The provisions of paragraph 1 shall not apply where employees of a successor corporation are not entitled to influence a cross-border merger in accordance with the legal order of the Member State in whose foreign business register cross-border mergers are entered. In such a case, the Czech participating corporation shall submit a declaration of honour to the notary of all members of its statutory body.
The Czech participating corporation is obliged to submit to notaries:
(a) cross-border merger projects as submitted to members of all foreign participating corporations;
(b) the minutes of the general meetings or member meetings of all foreign corporations involved;
(c) copies of all actions to pay the settlement which have been brought against the Czech participating corporation if the Czech participating corporation is known; and
(d) documents certifying that, following the entry of a cross-border merger, the successor corporation will have sufficient funds or liquid assets in the Commercial Register or in the Foreign Commercial Register to pay the balance or to pay the purchase price of shares.
The Czech participating corporation is obliged to submit to notaries:
(a) a final decision by the competent public authorities which, under the law of the Czech Republic, is a condition for the effectiveness of the cross-border merger project, or a solemn declaration by all members of the statutory body of the Czech participating corporation that no such decision is required; and
(b) enforceable decisions by the institutions of the European Communities which are subject to the effectiveness of the cross-border merger project under the directly applicable rules of the European Communities, or a declaration by all members of the statutory body of the Czech participating corporation that no such decision is required.
If the shareholders of the Czech public limited company have the right to pay the supplement, the Czech public limited company is obliged to submit a confirmation to the notary that the funds have been transferred to it at the necessary amount.
If the seat of the successor corporation is to be situated in the territory of the Czech Republic, the Czech participating corporation is required to submit a document to the notary certifying that the authorised person has been provided for the exchange of the paper listed shares and that all relevant documents have been transmitted to it.
This Decree shall take effect on 1 July 2008.
Minister:
JUDr. Pospíšil v. r.
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Regulation Information
| Citation | Decree No. 206 / 2008 Coll., on the documents which the Czech participating corporation is required to submit to the notary for certification in cross-border merger |
|---|---|
| Regulation Type | Order |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 17.06.2008 |
|---|---|
| Effective from | 01.07.2008 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
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