Decree No. 287 / 2024 Coll.
Decree amending certain decrees in connection with the adoption of Act No. 162 / 2024 Coll., amending Act No. 125 / 2008 Coll., on Transformations of Commercial Companies and Cooperatives, as amended, and other related laws
Valid
Order
Effective from 02.10.2024
Text versions:
02.10.2024
01.10.2024
287
DECLARATION
of 17 September 2024
amending certain decrees in connection with the adoption of Act No. 162 / 2024 Coll., amending Act No. 125 / 2008 Coll., on Transformations of Commercial Companies and Cooperatives, as amended, and other related laws
The Ministry of Justice provides pursuant to § 388 of Act No. 125 / 2008 Coll., on Transformations of Commercial Companies and Cooperatives, as amended by Act No. 355 / 2011 Coll. and Act No. 162 / 2024 Coll., and under § 21 of Act No. 304 / 2013 Coll., on Public Registers of Legal and Natural Persons and on the Registration of Trust Funds:
Amendment of Decree No. 415 / 2011 Coll., on documents which the person involved in the cross-border transformation is required to submit to the notary for the issue of the certificate for registration in the Commercial Register
The Decree of the Ministry of Justice No. 415 / 2011 Coll., on documents which the person involved in the cross-border transformation is required to submit to the notary for certification for registration in the Commercial Register, is amended as follows:
1. In the introductory sentence, "2 'is replaced by" 3 (d)'.
2.
The person involved in the cross-border transformation applying for a certificate for registration shall submit to the notary before issuing the certificate pursuant to Article 59z (4) of the Act
(a) an extract from the foreign trade register not more than 2 months old, unless it is not entered in the register or the corresponding data are available through the system of interconnection of registers;
(b) if the data contained in the extract referred to in (a) does not correspond to the trade register or foreign trade register or available through a system of interconnection of registers of facts, a written statement of the information in question and whether a request for registration or deletion of such data has already been made, including a copy of such a proposal; and
(c) the full text of the founding documents of the person involved in the cross-border transformation, or the affidavit of the person involved in the cross-border conversion, stating that the current full text was based in the collection of documents of the Czech Commercial Register. "
3. In Paragraph 2 (1) of the Introductory Part of the provision, the words "participating in cross-border transformation 'shall be inserted after the words" Person'.
4. in § 2 (1) (a), the words "§ 336g (2), § 336ga (2) or § 384d (2)" shall be inserted after the words "Article 232 (1)," § 336g (2), § 336ga (2) or § 384d (2) ";
5. in Article 2 (1) (b):
"(b) an affidavit by all members of the statutory body or another similar management body of a legal person involved in a cross-border transformation, 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 the employees of the successor legal entity set out in § 232 (4), § 336g (2), § 336ga (2) or § 384d (2) of the law has expired, or"
6. In Article 2 (1) (c), the words ", Article 336g (2), Article 336ga (2) or Article 384d (2) 'shall be inserted after the words" 235'.
7. In the first sentence of Article 2 (2), the words "the right of influence 'shall be inserted after the words" the right of influence'; the words "the right of influence 'shall be inserted after the words" the right of influence'; the words "the right of influence 'shall be replaced by the words" the legal circumstances'; the words "the right of influence 'shall be deleted after the word" cooperatives'.
8. In the second sentence of Article 2 (2) and in the second sentence of Article 2 (3), the words "involved in cross-border transformation 'shall be inserted after the words" person'.
9. In Article 2, the following paragraph 4 is added:
"(4) Paragraph 1 shall also not apply to the transfer of the registered office of a legal person from a third State to the Czech Republic. ';
10. Article 3 shall be deleted;
Amendment to Decree No. 416 / 2011 Coll., on the documents which the Czech person involved in the cross-border transformation is obliged to submit to the notary for the issue of a certificate for cross-border conversion
The Decree of the Ministry of Justice No. 416 / 2011 Coll., on documents which the Czech person involved in the cross-border transformation is required to submit to the notary for the issue of a certificate for cross-border transformation, is amended as follows:
1. In the introductory phrase, "2 'is replaced by" 3'.
2.
The Czech person involved in the cross-border transformation must submit the following documents to the notary before issuing a certificate for cross-border conversion pursuant to Section 59x (5) of the Act:
(a) if the data relating to the Czech person involved in the cross-border transformation referred to in the Commercial Register do not correspond to the fact, a written statement of the data in question and whether the application for registration or deletion of such data has already been submitted, including a copy of such a proposal,
(b) the full text of the founding documents of the Czech person involved in the cross-border transformation, or the affidavit of the Czech person involved in the cross-border transformation of the fact that the current full text was based on a collection of commercial register documents;
(c) documents certifying the publication of a cross-border conversion project on the website referred to in Article 33a of the Act and an alert for creditors, employees' representatives, or, where appropriate, employees' and members' rights under that law on the website referred to in Article 33 (3) or Article 33a of the Act;
(d) an affidavit by all members of the statutory body that it is not known that an application has been made for the annulment of a decision on the cross-border conversion or invalidity of a cross-border transformation, or that it is known that such a proposal has been made, proof that the proceedings for such a proposal have been definitively terminated, or that the application has been definitively rejected or rejected, or that the procedure is in progress and is at a stage, if that proposal has been made, or evidence that all the persons entitled have waived the right to make an application for the annulment of a decision on the cross-border transformation or invalidity of a cross-border transformation; and
(e) an affidavit by all members of the statutory body,
1. that information on cross-border transformations has been provided to employees or their representatives under Section 59n of the Act; and
2. whether the members or members have been alerted to the possible opinions of the employees' representatives, or if they are not, directly employees, of the cross-border conversion project or of the reports on cross-border transformation, and whether they have been able to become aware of the opinions before the vote on the approval of the cross-border conversion pursuant to Article 59o (2) or (3) of the Act; and
(f) the consent or authorisation of a public authority under another legislation, if required. ';
3. in § 2 (a) to (d), § 3 (a), (c) and (d), § 6 (1) of the introductory part of the provision, § 6 (1) (e), § 6 (2), § 7 (1), § 8 (1) (b) and (c), § 8 (2) and (3) and in § 10 (a) and (b), the words "statutory body" shall be deleted;
4. in Article 2 (d), the words "the data set out 'are replaced by the words" the warning given'; the words "or Article 33 (1) (b) 'are replaced by the words" the publication or publication';
5. in Article 3 (a), the words "as a document or electronically" shall be deleted;
6. in Article 4, the following point (b) is inserted after point (a):
"(b) the documents referred to in § 119, 299 or 363 of the Act and the affidavit of all members of the statutory body that the documents referred to in § 119 (4), § 299 (4) or § 363 (4) of the Act were sent to all shareholders of the public limited company and that all shareholders were informed of their right to consult the documents referred to in § 119 (4), § 299 (4) and § 363 (4) of the Act if the cross-border conversion was approved by shareholders outside the general meeting, '.
Points (b) and (c) shall be renumbered (c) and (d).
7. in Article 5, the following point (b) is inserted after point (a):
"(b) the documents referred to in § 169, 323 or 363 of the Act, if required, and the affidavit of all members of the statutory body that the documents referred to in § 169, 323 or 363 of the Act have been sent to all members of the cooperative if the cross-border conversion has been approved by the members of the cooperative outside the membership meeting;"
Points (b) and (c) shall be renumbered (c) and (d).
8. In Article 6 (1) (c), the words "copy of the notarial record certifying the meeting 'are replaced by the words" minutes of the meeting'.
9. in Article 6 (1) (d), the words "if certified by notarial registration" shall be inserted after the word "bonds."
10. in Article 7 (1), the words "and 59u" shall be deleted;
11. in Article 7 (2), the words "sufficient security" are replaced by the words "sufficient collateral."
12. in Article 8 (1) (a), the words "under Article 233 of the Law" and "under Article 232 (1) of the Law" shall be deleted;
13. in Article 8 (1) (b), the words "provided for in Article 232 (3) of the Law, without the adoption of this Treaty or this resolution within that period," shall be deleted after the words "persons," and the words "under Article 235 of the Law" shall be deleted;
14. in the first sentence of Article 8 (2), the words "Article 336g (2) or Article 336ga (2)" shall be inserted after the words "the adjusting"; the words "legal" shall be inserted after the words "the amending."
Amendment of Decree No. 323 / 2013 Coll., on the formalities for forms for submission of applications for registration, amendment or deletion of data in the public register of legal and natural persons and the registration of trust funds and repealing certain regulations
Decree No. 323 / 2013 Coll., on the formalities for forms for the submission of applications for registration, amendment or deletion of data in the public register of legal and natural persons, the registration of trust funds and the registration of data on beneficial owners and the repeal of certain decrees, as amended by Decree No. 459 / 2017 Coll. and Decree No. 180 / 2021 Coll., are amended as follows:
1. in Paragraph 10 (2) (a), the words "split or split by division or by division or by division or by division" shall be replaced by the words "split, broken or broken by division or by division, or by division, or by division or division."
2. In Paragraph 10 (2) (b), the word "or 'is deleted.
3. In Article 10, at the end of paragraph 2, the dot is replaced by "or 'and the following point (d) is added:
"(d) in the case of a distributed legal person, when the designation of the dislocation has been made, the designation of the successor legal person or of all the successor legal persons and the indication of changes to the recorded data, if any.";
4. The following Section 12a is inserted after Section 12:
Writing of conversion data when publishing the conversion project on the website
(1) The details of the application form for the registration of conversion data in the publication of the conversion project on the website are:
(a) an indication that it is a proposal for the entry of data when the conversion project is published on the website;
(b) the designation of the register court on which the application for entry of data is made when the conversion project is published on the website;
(c) the appellant's designation,
(d) the designation of the legal persons involved in the conversion, including the section and number of the insert of the file mark under which they are kept, and the designation of the new successor legal person or persons concerned by the proposal;
(e) if the registered office is moved abroad, the designation of the legal person after the cross-border transfer of the registered office;
(f) an indication of whether the application for registration, amendment of the particulars or deletion is concerned,
(g) details of the facts covered by the application for registration or amendment;
(h) a list of the Annexes; and
(i) the date and signature of the applicant; Paragraph 3 (2) shall apply mutatis mutandis.
(2) Indication of the fact which is the subject of an application for registration, amendment or deletion shall in particular mean:
(a) the designation of the legal person involved in the conversion;
(b) the designation of a new successor legal person or the designation of a legal person following a cross-border transfer of the registered office; and
(c) an indication of the website referred to in Article 61 (1) (c) of the Act. ';
5. In the first sentence of Article 13 (1), "a 'is replaced by" a', and at the end of the text of the first sentence the words "and the entry of data on cross-border transformation in the publication of a cross-border transformation project on the website of the fact referred to in Article 12a 'are added.
6. In the second sentence of Article 13 (1), the word "or 'is replaced by a comma and at the end of the second sentence the words" or the entry of cross-border transformation data in the publication of a cross-border transformation project on the website' are added.
7. In Article 13 (2), the words "foreign legal persons involved in cross-border transformation and," and "and" after the word "persons" shall be replaced by the words "including," and at the end of the paragraph, the words "If the entry of cross-border transformation data is to be made when the cross-border transformation project is published on the website, the particulars of the registration of the foreign legal person involved in the transformation, including the number of this entry, shall be added."
EFFECTIVE
This Decree shall take effect on the day following that of its publication.
Minister of Justice:
JUDr. Blažek, Ph.D., v. r.
Sign in for notes, favorites and notifications
Regulation Information
| Citation | Decree No. 287 / 2024 Coll., amending certain decrees in connection with the adoption of 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 | Order |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 01.10.2024 |
|---|---|
| Effective from | 02.10.2024 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
Comments 0