Act No. 248 / 1995 Coll.
Law on public utility companies and amending and supplementing certain laws
Valid
Law
Effective from 01.01.1996
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248
THE LAW
of 28 September 1995
on public utility companies and amending and supplementing certain laws
Parliament has decided on this law of the Czech Republic:
Basic provisions
This law regulates the status and legal circumstances of a community of general interest.
(1) A community of general interest is a legal person who:
(a) is established under this Act;
(b) provide the public with services of general interest under predetermined and for all users of the same conditions; and
(c) its outcome (profit) shall not be used for the benefit of the founders, members of its bodies or employees and shall be used for the provision of services of general interest for which the public utility company was established.
(2) The name of the public utility company shall include the designation "public utility company 'or its abbreviation" o. p. s.'. Other persons may not use that designation in their name or business name.
ESTABLISHMENT AND RELATION OF THE GENERAL COMPANY
Establishment of a public utility company
Natural persons, the Czech Republic or legal persons may be the founders of a public utility company.
(1) A company of general interest is established by a founding agreement signed by all the founders. The authenticity of the signatures of the founders shall be officially verified. If the founder is the only one, the founding contract shall replace the instrument of incorporation drawn up in the form of a notarial record.
(2) The instrument of incorporation or the contract of incorporation (hereinafter referred to as the instrument of incorporation) contains:
(a) the name, registered office and identification number of the founder, if any, or the name and surname, where applicable, the birth date of the foreign founder, if not the birth date of the founder, and the permanent residence of the founder, if not the natural person;
(b) the name and address of the public utility company;
(c) the type of services of general interest to be provided by the community;
(d) the conditions for the provision of individual types of services of general interest;
(e) the period on which the public utility company is founded, unless it is based on an indefinite period;
(f) the name and / or surname, birth number, date of birth of foreign nationals, if no birth number has been assigned, and the permanent residence of the members of the Management Board;
(g) the name and, where appropriate, the name and surname, birth number and permanent residence of the Director of the General Benefit Society (hereinafter referred to as the Director); in the case of a stranger, the name and surname, birth number, date of birth, if no birth number has been assigned, residence abroad and address of the place of residence in the Czech Republic,
(h) the name and / or surname, birth number and permanent residence of the members of the supervisory board; in the case of a stranger, the name and surname, birth number, date of birth, if no birth number has been assigned, residence abroad and address of the place of residence in the Czech Republic,
(i) the value and designation of the assets of the individual founders, if any, for the non-monetary deposit of the designation of its subject matter and the valuation by the expert valuer;
(j) the possibility of remuneration and the method of determining the remuneration of the members of the Management Board, the members of the Supervisory Board and the Director.
(3) The instruments of incorporation shall in particular:
(a) the conditions for changes to a specified type of public utility service provided;
(b) the manner in which the Management Board and the Supervisory Board shall act;
(c) the choice or appointment of a number of members of the Management Board or, where appropriate, the Supervisory Board on a proposal from a pre-determined group of citizens or on a proposal from a legal person, a local authority or a public authority;
(d) the possibility of re-membership of the Management Board;
(e) grounds for the withdrawal by the founder of a member of the Management Board and the Supervisory Board;
(f) the conditions of disposal or the burden on a particular property transferred or donated by the founder.
(4) The instruments of incorporation may also designate a company of general interest entitled to receive the balance of liquidation upon the cancellation of the public utility with liquidation; may also provide that the designation of such a public utility company shall be carried out by the Management Board in the decision to abolish the public utility company. The charter may also exclude the transfer of rights and obligations of the founder to another person.
The establishment of a community of general interest
(1) A public utility company is established on the date of registration in the register of public utility companies (hereinafter referred to as the register). The register shall be led by a court designated by a special law to keep a commercial register (1) (hereinafter referred to as "the register court ').
(2) The application for registration of a public utility company shall be filed by the founder or the person authorised by the founder in writing. The application for registration shall be accompanied by the instrument of incorporation and proof of the creation and duration of the founder, if he is a legal person. An application for registration shall be submitted within 90 days of the establishment of a public utility company.
(3) The following information shall be entered in the register:
(a) the name, registered office and identification number of the person of the public utility company; the person's identification number shall be provided to the registry court by the administrator of the basic register of persons 2),
(b) the name, registered office and identification number of the founder's person, if he is a legal person, or the name and surname, where applicable, the birth date of the foreign founder, if any, and the habitual residence of the founder, if the founder is a natural person;
(c) the name and / or surname, birth number, date of birth for foreign nationals, if no birth number has been assigned, and the permanent residence of the members of the Management Board;
(d) the name and / or surname, birth number and permanent residence of the Director; in the case of a stranger, the name and surname, birth number, date of birth, if no birth number has been assigned, residence abroad and address of the place of residence in the Czech Republic,
(e) the nature of the services of general interest for which the community of general interest has been established and the subject matter of the additional activity, if operated (§ 17);
(f) the name and / or surname, birth number and permanent residence of the members of the supervisory board; in the case of a stranger, the name and surname, birth number, date of birth, if no birth number has been assigned, residence abroad and the address of the place of residence in the Czech Republic.
(4) If a public utility company carries out activities for which special conditions are required or the manner in which they are implemented, the founder shall be obliged to demonstrate that these facts are fulfilled. (2a)
(5) Save as otherwise provided for in this law, the provisions of the Commercial Law (3) and the Civil Code (4) on the Commercial Register apply mutatis mutandis to the keeping of a register and proceedings in matters of the Register (4).
(1) In matters relating to the creation of a community of general interest, the founder shall act for it until it is established. If there are more founders, they act together or one of them who has been authorised to do so in writing.
(2) The commitments entered into pursuant to paragraph 1 shall be transferred to the community of general interest at the time of its establishment. A society of general interest may refuse undertakings within three months which prevent it from fulfilling the purpose for which it was established. In such a case, the founder or, where appropriate, the founders shall be jointly and severally liable for the liabilities not taken over.
REPEAL, DISCLOSURE AND GUIDELINE OF THE COMPANY
(1) The public utility company shall cease to be the date of its removal from the register.
(2) The termination of a public utility company is preceded by its abolition with or without liquidation.
(3) A national merger of a public utility company is only possible with another public service company; the cross-border merger of a public utility company is not permitted. The distribution of a public utility society is only allowed with the creation of new public service companies; other forms of division are not permitted. In accordance with the first and second sentences, the provisions on national mergers and divisions contained in the Act on Transformations of Companies and Cooperatives shall apply mutatis mutandis.
(1) The following is hereby repealed:
(a) the expiry of the period on which it was based;
(b) achieving the purpose for which it was established;
(c) the date specified in the decision of the Management Board to abolish the public utility company;
(d) by national merger or division,
(e) the date specified in the decision of the court to abolish the public utility company, or the date on which the decision becomes final;
(f) a declaration of bankruptcy of her estate (5).
(2) The decision referred to in paragraph 1 (c) must be notified in writing by the Management Board to the founder at least two months before the date on which the public utility company is to be withdrawn, otherwise the decision will expire. However, before a public utility company is repealed under a decision of the Board of Directors, the founder may amend or revoke the decision, but at the same time it must ensure that the activities of a public utility company are carried out at least to the extent that they enable the public utility company to fulfil its obligations.
(3) If the founder has amended or annulled the decision of the Management Board at the time when the decision has already been notified to the Registry Court, the decision of the Founder must also be notified to the Court. The previous proposals by the Board of Directors of a generally beneficial company for liquidation and, where appropriate, the appointment of a liquidator are ineffective in that case.
(4) The Court of First Instance, acting on a proposal from a public authority, a founder or a person who certifies a legal interest, shall decide to abolish and dispose of a public utility company if:
(a) in the previous year, neither meeting of the Board of Directors of a public utility company took place;
(b) the bodies of the community of general interest have not been appointed and the existing bodies have expired more than a year ago;
(c) a community of general interest does not provide the services listed in the instrument of incorporation for more than six months;
(d) during a period of six months, the provision of additional activities has repeatedly threatened the quality, scope and availability of the services of general interest, the provision of which has been established by the community of general interest;
(e) a public utility company uses income from its activities and assets entrusted to it in breach of this law;
(f) a community of general interest infringes the provisions of this law.
(5) The Court of First Instance may set a time limit for the removal of the cause for which the termination of the public utility company has been proposed.
(6) If he is not the founder, he shall enter into his rights and duties as his successor in law.
(7) If a single founder without a legal successor or if a single founder dies, the Board of Directors shall, within six months of the date on which he or she becomes aware of the death or death of the founder, decide on the transfer of the rights and obligations of the founder laid down by this Law to another person, unless otherwise provided for in the instruments of incorporation; the supervisory board must give its prior consent to this transition. If the Management Board does not decide within the time limit referred to in the first sentence on the transfer of rights and obligations of the founder to another person, the court shall decide, on a proposal from a member of the Supervisory Board of a community of general interest or of a person who certifies the legal interest, or on its own motion. The person to whom the rights and obligations of the founder pass on must give his consent to the transfer.
(1) The Management Board shall appoint a liquidator to carry out the liquidation.
(2) If the liquidator is not appointed by the Board of Directors, it shall be appointed without undue delay by the competent court according to the head office of the public utility company.
(3) Liquidator to be disposed of
(a) by verifying that the founders of a public utility company have been informed of liquidation in good time;
(b) a call to creditors and other persons concerned by the liquidation, to apply for their rights and claims within a period not less than three months;
(c) publication of the entry into liquidation of a public utility company in the Commercial Journal;
(d) notification of the opening of liquidation to the municipality in which the public utility company is located and to the competent financial office.
(4) The liquidation procedure shall be established in such a way that only the assets necessary to meet the obligations of the community of general interest are purchased.
(5) Property owned by a public utility company forms part of the liquidation nature and is used to satisfy creditors' claims in turn as claims arising after bankruptcy. (5) The remuneration of the liquidator shall be satisfied in the order of the insolvency administrator in accordance with the special legislature5).
(6) If the case is not referred to in § 4 (4) and if the founder is not the Czech Republic or the region of the public utility company, the liquidation balance shall be offered by the liquidator to transfer to the municipality in which the public utility company is located in liquidation.
(7) If the case is not referred to in Paragraph 4 (4) and if the founder of a public utility company is a region, the liquidation balance shall be offered by the liquidator to transfer the county.
(8) If the Czech Republic is the founder of a utility company, the liquidation balance is transferred to the Czech Republic.
(9) If one of the several founders of a community of general interest is a municipality, a voluntary association of municipalities, a region or the Czech Republic, the liquidator shall offer each of the founders part of the liquidation balance according to the value of the deposits or donations they make, or in equal part, unless the founders have made a contribution or a donation.
(10) If, within 30 days of the receipt of the offer, the municipality or region fails to confirm in writing the intention to take over the liquidation balance, the liquidation balance shall pass on to the Czech Republic and the liquidator shall arrange for its transmission to the Office for the Representation of the State in matters of property. The Czech Republic shall use the liquidation balance to provide services of general interest.
(11) Within 30 days of the end of the liquidation, the liquidator shall submit an application to the registry court for the removal from the register of a public utility company.
Director
(1) The Director is a statutory body of a community of general interest which directs and acts on behalf of the community of general interest. The Director shall be appointed and removed by the Management Board.
(2) The Director may only be a natural person who is fit and has legal capacity; Article 10 (3) shall apply mutatis mutandis to the assessment of integrity.
(3) The Director may not be a member of the Management Board or of the Supervisory Board, but may attend the meetings of the Management Board and the Supervisory Board with an advisory vote.
(4) The Director shall perform a contractual function. Paragraph 10 (5) shall apply mutatis mutandis to the performance of the duties of Director.
(5) The tasks relating to the Director's relationship with the public utility society shall be performed by the Management Board.
BODIES OF THE GENERAL COMPANY
Management Board
(1) The Management Board shall have at least three members. The number of members of the Management Board shall be divisible by three.
(2) Only a natural person who is fit and competent to act may be a member of the Management Board. A maximum of one third of the members of the Management Board may be in employment relations with the public utility society concerned.
(3) For the purposes of this law, those who have not been convicted of an intentional offence shall be deemed to be righteous.
(4) Membership of the Board of Directors of a public utility company is incompatible with membership of the Supervisory Board of the same public utility company.
(5) The members of the Management Board shall be required to perform their duties with the care of the proper economy and to maintain confidentiality regarding confidential information and facts the disclosure of which could cause damage to a community of general interest. In case of doubt as to whether a member of the Management Board has acted with the care of a proper economy, that member of the Management Board must demonstrate that he has acted with the care of a proper economy. Those members of the Board of Directors who have jointly committed a public-service company a breach of their duties in the performance of their duties shall be jointly and severally liable for such damage. An arrangement between a member of the Management Board and a public utility company excluding or limiting the liability of a member of the Management Board for damage shall be void.
(1) The term of office of the members of the Management Board shall be three years.
(2) Remembership of the Management Board shall be possible, unless otherwise provided for in the instruments of incorporation.
(3) The members of the Management Board shall elect a chairman from among themselves who shall convene and manage the meetings of the Management Board.
(4) When deciding, the voting right of the members of the Management Board shall be equal. Unless otherwise provided for in the instruments of incorporation or in the Statute, the votes of the Chairman of the Management Board shall be taken in the event of a tie. Unless otherwise provided for in the instruments of incorporation or the Statute, the Management Board shall be capable of a quorum, if an absolute majority of its members are present, and the consent of the majority of the members present is required to decide.
(1) The members of the Management Board shall be appointed by the founder, unless otherwise specified in the instrument of incorporation.
(2) Membership of the Management Board shall cease:
(a) the expiry of the term of office;
(b) death;
(c) by resignation,
(d) by appeal.
(3) The Founder shall withdraw a member of the Management Board if that member no longer fulfils the conditions for membership of the Management Board pursuant to Article 10 (3) or if he has seriously or repeatedly infringed this law, the Charter or the Statute of the General Beneficial Society or for other reasons set out in the Charter.
(4) The founder shall withdraw a member of the Management Board within one month of the date on which he became aware of the grounds of appeal, but no later than six months after the date on which that reason occurred. If the founder of a member of the Management Board does not withdraw within the prescribed period, or if he is not the founder and has not exceeded the rights of the founder to another person, the court shall, on a proposal from a member of the Management Board or on a proposal from the Supervisory Board or a person certifying the legal interest, withdraw the member of the Management Board.
(5) New members shall be appointed to the vacant posts of the members of the Management Board within 60 days at the latest and, where appropriate, in the manner laid down in the instrument of incorporation. Upon the futile expiry of that period, the new members of the Management Board shall, on a proposal from a member of the Management Board or on a proposal from the Supervisory Board or a person who certifies a legal interest, or on a proposal from a court.
(1) The Management Board gives its prior agreement in writing on a legal act whereby a public utility company:
(a) acquires, exposes or loads the property;
(b) acquire or dispose of a movable item, establish a burden or pre-purchase right in respect of a movable item the price of which is higher than the value of a small contract under the law governing procurement (6);
(c) acquire or dispose of copyright or industrial rights;
(d) establish another legal person and transfer cash or non-cash assets to that legal person.
(2) The Management Board shall approve:
(a) the budget of a community of general interest;
(b) the sound and exceptional accounts and the annual report of the community of general interest;
(c) subject matter of ancillary activities (§ 17).
(3) The Management Board shall decide:
(a) the winding-up of a public utility company and, in the case referred to in Article 4 (4), decide to designate a public utility company to which the liquidation balance is transferred;
(b) the transfer of the rights and obligations of the founder laid down by this law to another person, if a single founder without a legal successor or if a single founder dies and does not provide otherwise.
(4) The Management Board may issue a statute for a community of general interest governing the details of its activities; the Management Board approves an amendment to the Statute for a General Beneficial Society, if issued.
(5) Within 30 days of the date of issue of the Statute referred to in paragraph 4, a company of general benefit shall deposit it in the list of documents (1); It shall be treated mutatis mutandis in the event of changes to the general welfare status.
(1) If the immovable property or movable property is transferred in accordance with Paragraph 13 (1) (b) and the founder of the Czech Republic or a local authority is a public body, the price shall be agreed at least at the rate usual at the place and time; the property or movable property may be transferred free of charge only if the transfer is more economical than any other way of dealing with the case.
(2) The Management Board shall not give its prior agreement on a legal act where it would be at risk of carrying out the tasks of a community of general interest or in breach of Article 4 (3).
(3) The issue of prior consent to the legal acts referred to in Paragraph 13 (1) shall be notified by the Management Board within 7 days of its publication to the Director and the Supervisory Board. If the founder of a public utility company is the Czech Republic or a local authority, the Management Board shall also notify the founder of the previous consent to the legal acts referred to in Article 13 (1) within 7 days.
(4) The legal acts referred to in Paragraph 13 (1) shall be invalid without the prior approval of the Management Board. Such acts shall be deemed to be valid where the founder, the Management Board or any person affected by such an act does not permit the invalidity of the act.
(5) The Management Board shall ensure that the purpose for which the public utility company was established is maintained and that its assets are properly managed.
Supervisory Board
(1) A generally beneficial company establishes a Supervisory Board as its supervisory body.
(2) The Supervisory Board shall be at least three members. The number of its members must be divisible by three. The members of the Supervisory Board shall elect from among their number a chairman who shall convene and manage the meetings of the Supervisory Board.
(3) The members of the Supervisory Board are appointed by the founder, unless otherwise provided for in the Charter.
(4) Unless otherwise provided for in this law, the provisions on the Management Board shall apply mutatis mutandis to the arrangements and membership of the Supervisory Board.
(1) Supervisory Board
(a) review the sound and exceptional accounts and the annual report of the community of general interest;
(b) report to the Director and the Management Board at least once a year on the results of its control activities;
(c) ensure that a community of general interest operates in accordance with the laws and instruments of incorporation of the community of general interest.
(2) The Supervisory Board shall be empowered to:
(a) inspect the books and other documents and check the information contained therein;
(b) convene an extraordinary meeting of the Management Board where the interests of a community of general interest so require.
The members of the Supervisory Board shall have the right to participate in the deliberations of the Management Board; they must be given the floor if they are requested.
(3) The Supervisory Board shall draw the attention of the Director and the Management Board to infringements of the laws, provisions of the Charter or of the Statute, non-economic practices and, where appropriate, other shortcomings in the activities of the community of general interest. The Supervisory Board shall have the power to set a time limit for redress for the Director or the Management Board. In the absence of a remedy, the Supervisory Board shall immediately inform the founder of the deficiencies identified.
ECONOMIC AFFAIRS
(1) In addition to the services of general interest for which it has been established, a community of general interest may carry out other activities ("ancillary activity") on condition that the additional activity is made more effective in the use of the funds of a community of general interest, while at the same time not jeopardising the quality, scope and availability of services of general interest.
(2) A society of general interest may not participate in the business of other persons.
(3) A generally beneficial company which is a private university under a special law, 7a) is considered to be a public university for the purposes of the Income Tax Act.
Accounting and annual report
(1) A company of general interest is required to consistently separate in its accounts the costs and revenues associated with the ancillary activities, the costs and revenues associated with the services of general interest and the costs and revenues not belonging to the previous groups and associated with the management of the community of general interest.
(2) The sound and exceptional financial statements must be audited by an auditor of a public utility company who:
(a) the beneficiaries of subsidies or other revenue from the state budget, the municipal budget or, where applicable, the budget of another territorial authority or of a State fund whose total amount exceeds CZK 1 million in the financial year for which the accounts are drawn up; or
(b) the net turnover exceeds CZK 10 million.
(1) The generally beneficial company shall draw up and publish an annual report within a time limit to be determined by the Management Board, but not later than six months after the end of the accounting year. The purpose of the annual report shall be to report on the activities and management of the community of general interest. This is without prejudice to the obligation under the Specific Regulations (9).
(2) Within 30 days of approval by the Management Board, the utility company shall deposit the annual report in the list of documents (1). A further publication of the annual report may be provided for in the instrument of incorporation or in the statutes of the public utility company.
(3) If, following the publication of the annual report, the facts justifying the correction of the annual report are disclosed, the generally beneficial company shall be obliged to implement and publish such correction without undue delay; paragraph 2 shall apply mutatis mutandis to the publication of a correction of the annual report.
(1) The annual report, in addition to the formalities laid down by the Statutory Accounting Officer (9a), must also include information on:
(a) all activities carried out during the accounting year in the framework of services of general interest and ancillary activities and their evaluation;
(b) human resources;
(c) revenue broken down by source;
(d) the development and status of funds of a generally beneficial society for balance sheet dni9b),
(e) the state of the assets and liabilities of the public utility company at the balance sheet date and their structure;
(f) the total amount of costs, broken down by the costs incurred for the performance of services of general interest, the performance of ancillary activities and the activities of the general interest society, including the cost of the remuneration of the Director and the remuneration of the members of the Management Board and the members of the Supervisory Board;
(g) the change in the instrument of incorporation and the change in the composition of the Management Board and the Supervisory Board and the change in the person of the Director during the accounting year.
(2) Article 19 (2) shall apply mutatis mutandis to the verification of the annual report by the auditor.
If a public utility company violates the provisions of Sections 2, 17 and 20, the
(a) for the year in which the infringement occurred, the tax advantages provided for by this Act, the Income Tax Act and the Income Tax Act, the inheritance, donation and property transfer tax, 10)
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Regulation Information
| Citation | Act No. 248 / 1995 Coll., on public utility companies and amending and supplementing certain laws |
|---|---|
| Regulation Type | Law |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 30.10.1995 |
|---|---|
| Effective from | 01.01.1996 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
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