Act No. 243 / 1949 Coll.
Law on public limited liability companies
Valid
Effective from 06.12.1949
243.
Law
of 17 November 1949
on equity companies.
The National Assembly of the Czechoslovak Republic decided on the following Act:
(1) If the share capital of the company is allocated to shares and the shareholder is not liable for its liabilities in person, it is a joint-stock company (hereinafter referred to as "the company ').
(2) The company is eligible for rights and obligations.
(1) The shares may be denominated in the name or the owner.
(2) Shares in their names may be transferred to another, unless otherwise specified in the statutes.
(3) The provisions of the Exchange Act apply to the transfer of rubowriting.
To form a company:
(a) State authorisation;
(b) the approval of the Statutes;
(c) registration.
(1) The Ministry responsible for the subject matter of the company's business in an agreement with the State Planning Office is responsible for granting state authorisations and approving the statutes referred to in Article 3.
(2) The same applies to the approval of statutes if the subject matter of the business is changed.
(3) It is sufficient to approve the relevant Ministry for other amendments to the statutes.
In particular, the company's statutes shall state:
1. the name and registered office of the company;
2. subject matter of business,
3. the amount of capital and individual shares, the type of shares and the method of remuneration;
4. the definition of shareholders' rights and obligations;
5. the manner in which the bodies of the company are established and the composition of the bodies of the company and the definition of their responsibilities;
6. how the company is represented and signed for,
7. how and where company orders are published,
8. How the General Meeting is convened, how the vote is voted on and how it is decided,
9. method of differentiating profit,
10. How will the employees be appointed for the liquidation of the company if cancelled,
11. provisions on split-off undertakings;
12. State supervision provision (§ 16).
The name of the company must state that it is a public limited company.
Until a company register law is passed, public limited liability companies shall be entered in the Commercial Register and the subject of registration shall be: the name and registered office of the company, the subject matter of the business, the amount of the capital and individual shares, the type of shares, the persons authorised by the company to represent and the manner in which the company is represented, the procure and the fissile undertaking.
(1) The shareholder has a proportional share of the company's assets.
(2) If the company persists, the shareholder cannot claim the amount paid back and is only entitled to a profit share as determined by the statutes.
(1) The company has the following bodies: the Board of Directors, the Supervisory Board and the General Meeting.
(2) Other bodies may be established by the Statute.
(1) The Board of Directors is the leading and representing body of the company.
(2) The Board may delegate its powers in whole or in part to the bodies set up by the Statutes pursuant to Article 9 (2).
It is for the Supervisory Board to oversee all activities of the company.
(1) Common membership rights are exercised by shareholders in the general meeting.
(2) The general meeting shall be governed by all the jurisdiction of the company, unless it is reserved by law or statutes to other bodies.
(3) State approval is required for the validity of the order on amendments to the statutes (Sections 4 (2) and (3)) and registration in the company register.
(1) The company is deleted:
(a) by order of the General Assembly,
(b) by measure of the Authority (§ 4 (1)), if the public interest so requires;
(c) a declaration of bankruptcy.
(2) At the same time, the General Meeting, in a resolution to abolish the company, may provide that the company's assets are to be transferred as a whole to another company or to the People's Cooperative for compensation granted in shares or in racing shares. If the creditors agree, the assets may be merged immediately; otherwise only when the creditors' claims of the company cancelled are satisfied or secured.
(3) In order to abolish the company pursuant to paragraphs 1 (a) and 2, the State approval granted by the authorities referred to in Article 4 (1) is necessary.
(1) The company is wound up, except in the cases referred to in paragraphs 13 (1) (c) and 13 (2), the liquidation carried out by the officers designated under the Statutes. If the company has been abolished by the Authority's measures [Paragraph 13 (1) (b)], the same authority may also appoint representatives to carry out the liquidation.
(2) Before fulfilling or securing the liabilities of the company cancelled, the deposits may not be refunded to the shareholders.
(3) The company's cancellation shall be registered on a proposal from the Board of Directors; as well as the way in which the company is represented and signed.
(4) At the end of the liquidation, the officers shall propose the removal of the company from the company register.
The members of the management, representative and supervisory bodies of the company (§ 9), as well as the attendants (§ 14 (1)) must act with due care of the economy and are responsible for the damage suffered, together and in a non-workshop, in the absence of such care.
The company is subject to state supervision. It shall be exercised by the Ministry responsible for its business.
(1) Equity companies set up under the Act of 28 April 1948, No. 119 Coll., on the State Organisation of Foreign Trade and International Shipbuilding, are considered to be companies set up under this Act.
(2) The other public limited liability companies are obliged to apply pursuant to § 3 (a), (b) for State authorisation and approval of the statutes adapted to the provisions of this Act within a period to be laid down by the Government Regulation.
(3) Equity companies which do not do so or are not granted an authorisation will be abolished in accordance with Paragraph 13 (1) (b).
A limited liability company may, without liquidation, be converted into a public limited liability company if it is granted at its request within six months of the date on which the Act takes effect, a State authorisation and its statutes are approved in accordance with the provisions of this Act (Section 4 (1)); otherwise it ceases to exist and the existing legislation applies to its liquidation.
(1) On the date of the entry into force of this Act, the validity of any provisions contrary to the provisions of this Act shall be revoked, in particular:
1. Articles 173 to 249 of the Commercial Law of 17 December 1862, No 1 of 1863;
2. Paragraph 147 to 222 of the Law of XXXVII / 1875 (Commercial Act);
3. Paragraph 97 to 100 of the Law of 6 March 1906, No 58 of the Law on limited liability companies;
4. § 3 and 4 of the Decree of the Government of the Czechoslovak Republic of 27 July 1920, No. 465 Coll., on the setting up of companies with r.o. and public limited liability companies (limited liability companies), on the increase of the capital of these companies and on the establishment of branch offices, as well as the provisions of Title II of the Law of 19 May 1942, No. 82 Coll. on the compulsory stock of public loans and on a special reserve fund, in so far as they apply to public limited liability companies and companies with a limited liability company.
5. Ordinance of 20 September 1899 of the ministries of the Interior, Finance, Trade, Justice and Agriculture, No 175 of the Ministry of the Interior (Stock Regulatory);
6th Government Decree of 16 October 1924, No. 211 Coll., amending Paragraph 44 of the Stock Regulation;
7. order of the Minister of Justice of 23 May 1944, No 134 Coll., on the restriction of general meetings of public limited liability companies and limited liability companies to shares.
(2) Companies set up under this Act (§ 3, § 17 (2), § 18) cannot benefit from the provisions of Articles 26 November 1852, No 253).
This Act shall take effect on the day of its publication; it shall be carried out by all members of the Government.
Gottwald v. r.
Dr John v. r.
Zaporocký v. r.
Broad v. r.
also as Minister
Dr. Clementis
Fierlinger v. r.
Dr. Ševčík v. r.
Dr Dolansky v. r.
Maj-Gen Svoboda v. r.
Dr Gregor v. r.
Nosek v. r.
Cable v. r.
Dr. Unedible v. r.
Dr Cap v. r.
Kopecký v. r.
Kliment v. r.
Děuriš v. r.
Krajčir v. r.
Petr v. r.
Dr. Ing.
Dr Neuman v. r.
Erban v. r.
Plojhar v. r.
Ing. Jankovcová v. r.
Dr. Šrobár v. r.
Sign in for notes, favorites and notifications
Regulation Information
| Citation | Act No. 243 / 1949 Coll., on Equity Companies |
|---|---|
| Regulation Type | - |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 06.12.1949 |
|---|---|
| Effective from | 06.12.1949 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
Comments 0