What is Act No. 307 / 2006 Coll.?

Act No. 307 / 2006 Coll., on European Cooperative Society — Law on European Cooperative Society.

When it became Act No. 307 / 2006 Coll. effectiveness?

Act No. 307 / 2006 Coll. became effective 18.08.2006.

Is Act No. 307 / 2006 Coll. still valid?

Yes, Act No. 307 / 2006 Coll. is still valid and effective.

How many times was it Act No. 307 / 2006 Coll. amended?

Act No. 307 / 2006 Coll. has 5 time versions of the text.

Act No. 307 / 2006 Coll.

Law on European Cooperative Society

Valid Law Effective from 18.08.2006

Text versions: 01.07.2010 01.07.2008 18.08.2006 22.06.2006

ČÁST PRVNÍ HLAVA I § 1 § 2 HLAVA II § 3 § 4 § 5 § 6 § 7 § 8 § 9 HLAVA III § 10 § 11 § 12 § 13 HLAVA IV § 14 HLAVA V § 15 § 16 § 17 § 18 § 19 HLAVA VI § 20 § 21 HLAVA VII Díl 1 § 22 § 23 § 24 Díl 2 Oddíl 1 § 25 § 26 § 27 Oddíl 2 § 28 Oddíl 3 § 29 Oddíl 4 § 30 Oddíl 5 § 31 § 32 HLAVA VIII § 33 § 34 HLAVA IX § 35 § 36 ČÁST DRUHÁ HLAVA I § 37 § 38 § 39 § 40 § 41 § 42 HLAVA II Díl 1 § 43 § 44 § 45 § 46 § 47 § 48 § 49 § 50 § 51 Díl 2 § 52 § 53 § 54 § 55 Díl 3 § 56 § 57 § 58 § 59 § 60 Díl 4 § 61 § 62 § 63 § 64 § 65 § 66 Díl 5 § 67 § 68 § 69 HLAVA III § 70 § 71 § 72 HLAVA IV Díl 1 § 73 § 74 § 75 Díl 2 § 76 § 77 § 78 § 79 Díl 3 § 80 § 81 § 82 § 83 § 84 § 85 Díl 4 § 86 § 87 § 88 Díl 5 § 89 § 90 HLAVA V § 91 § 92 § 93 § 94 § 95 § 96 HLAVA VI § 97 § 98 ČÁST TŘETÍ § 99 § 99a ČÁST ČTVRTÁ § 100

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307

THE LAW

of 23 May 2006

on a European cooperative society

Parliament has decided on this law of the Czech Republic:

ČÁST PRVNÍ

PROVISIONS CONCERNING THE REGULATION OF THE COUNCIL OF THE EUROPEAN COMMUNITIES ON THE STATUTE OF THE EUROPEAN COMPANY

HLAVA I

INTRODUCTORY PROVISIONS

§ 1

(1) This law regulates the legal situation of the European cooperative society following the directly applicable Council of the European Communities Regulation on the Statute for a European Cooperative Society1 (hereinafter referred to as the "Regulation") and implements the Council of the European Communities Directive on the participation of employees in decisions on matters relating to European cooperative society2).

(2) A European cooperative society is not covered by the Act on the conditions of activity of organisations with an international element.

§ 2

A legal person whose head office is situated outside the territory of the Member States of the European Union or of other States forming the European Economic Area (hereinafter referred to as the "Member State ') may also participate in the establishment of a European cooperative society which is established in the territory of the Czech Republic, has a registered seat in a Member State and has a permanent and effective relationship with the economy of a Member State.

HLAVA II

TRANSMISSION OF THE ENVIRONMENTAL NETWORK OF THE EUROPEAN COMPANY

§ 3

The statutory body of the European cooperative society shall impose a proposal for the transfer of registered office to a collection of commercial documents and publish it in the Commercial Journal. The draft transfer of registered office shall not be approved by the general meeting less than 2 months after the publication of the proposal in the Trade Journal.

§ 4

The statutory body of the European Cooperative Society shall submit a proposal for the registration of the transfer of the registered office into the register of the new registered office without undue delay after all the legal obligations laid down for the transfer of the registered office have been fulfilled.

§ 5

(1) If, as a result of the transfer of the registered office, the acquisition of the registered office significantly deteriorates, the creditor of a European cooperative company who submits its claims within 3 months of the date on which the draft transfer of the registered office was published in the Commercial Journal shall have the right to require the provision of sufficient security, unless otherwise agreed with the European cooperative company.

(2) The owners of bonds issued by a European cooperative company have the same rights as the holders of bonds in a merger.

(3) The obligation to pay the Member State contribution or other participating assets shall not be affected by the transfer of the registered office.

§ 6

The notary shall issue the certificates referred to in Article 7 (8) of the Regulation on the basis of the documents submitted. The certificate shall be a public instrument.

§ 7

The European Cooperative Society shall submit the following documents to the notary:

(a) a proposal for the transfer of the registered office;

(b) a copy of the notarial registration certifying the decision of the general meeting of the European cooperative society to which the proposal for the transfer of the registered office has been approved;

1. the proposal for the transfer of the registered office; and

2. notice to members and creditors of their right to consult the designated documents at the seat of the European cooperative society;

(d) a report by the Board of Directors or the Management Board on the reasons for the proposed transfer of the registered office;

(e) a declaration by all members of the Board of Directors and the Audit Board or the Management Board and the Director-General, made in the form of a notarial registration, that:

1. They do not know that an application for annulment of a resolution by the General Assembly of a European Cooperative Society or an action for the annulment of a transfer of registered office has been filed, or that all proceedings of this kind have been final or that all the persons entitled to this right have surrendered in accordance with a special law,

2. the rights of all members and creditors provided for by the legislation have been satisfied or ensured, or an agreement has been concluded with such persons on a different solution to each other's relations, or that they do not know that anyone has exercised any right against a European cooperative society; and

3. All data and information provided to members, creditors and notaries shall be complete and correct.

§ 8

The certificate shall contain the following particulars:

(a) the name, surname and registered office of the notary;

(b) the place and date of completion of the certificate;

(c) a business firm, registered office, person identification number (hereinafter referred to as the "identification number") and an indication of the registration of the European cooperative company which is issued the certificate;

(d) a statement by the notary of all actions and compliance with all conditions which the European cooperative society is obliged to fulfil;

(e) details of what actions have been carried out and what conditions have been met and how the notary has been convinced that they have been fulfilled;

(f) a list of all documents submitted to the notaries; and

(g) the stamp of the notary and his own signature.

§ 9

The notification referred to in Article 7 (11) of the Regulation shall constitute the basis for the removal from the commercial register of the original registered office of a European cooperative company without the court competent to maintain the commercial register ("the register court ') issuing a judgment in the case.

HLAVA III

REGISTRATION OF THE EUROPEAN COMMERCIAL REGISTER

§ 10

(1) The European Cooperative Society, which has or will have its registered office in the Czech Republic, is hereby entered in the Commercial Register.

(2) The commercial register shall include the information provided for in the special laws applicable to cooperatives.

§ 11

(1) For a European cooperative company of a dualistic structure, data are also recorded that a member of the Audit Committee is temporarily acting as a member of the Board of Directors and the date of creation and termination of the mandate for temporary duties.

(2) Data on the Board of Directors are not entered for the European cooperative society of the monastic structure; it shall be written in their place

(a) the name, surname and address or business name, registered office and identification number of the members of the Management Board;

(b) the name, surname and address of the Director-General;

(d) the date on which the office of Chairman of the Management Board was created and ceased;

(e) the delegation of a member of the Management Board to perform the duties of Chairman of the Management Board and the duration of the delegation;

(f) determining whether the statutory authority is the Chairman of the Management Board or the Director-General who is not the Chairman of the Management Board;

(g) the manner in which the Management Board and the Statutory Authority shall act; and

(h) the manner in which one or more authorised directors act.

(3) Where a legal person is a member of the Management Board, the name, surname and address of the natural person who will exercise the rights and duties of a member of the Management Board on behalf of the legal person shall also be entered.

§ 12

The European Cooperative Society shall establish in the collection of the documents of the Commercial Register, in addition to those laid down in the Regulations and instruments laid down by the Special Cooperative Act, and

(a) a proposal for the transfer of the registered office;

(b) a copy of the notarial record of the order of the general meeting approving the draft transfer of the registered office;

(c) a decision by the court on the invalidity of the order of the General Assembly approving the application for the transfer of the registered office or determining the invalidity of the application for the transfer of the registered office;

(d) a project to change the legal form of the cooperative to a European cooperative society and its proposal;

(e) a decision by the court on the nullity of the resolution of the members of the cooperative meeting which approved the proposal for a project to change the legal form of the cooperative to a European cooperative society or for which the nullity of the project to change the legal form of the cooperative was determined;

(f) the project to change the legal form of the European cooperative society into a cooperative and its proposal;

(g) a decision by the court on the nullity of a resolution by the General Assembly of a European Cooperative Society which approved a proposal for a project to amend the legal form of a European Cooperative Society to a Cooperative Society or to determine the nullity of a project to change the legal form of a European Cooperative Society to a Cooperative Society;

(h) the instrument of delegation of a member of the Management Board as chairman of the Management Board; and

(i) instruments certifying the appointment and removal or any other way of discontinuing the function of Director-General and the authorised Director or Directors of the European Cooperative Society.

§ 13

The Registry Court shall notify the Office for Official Publications of the European Communities of any fact referred to in Article 13 of the Regulation within the time limit specified therein. The notification shall be made by the court at the cost of the State.

HLAVA IV

CERTAIN PROVISIONS CONCERNING THE AMENDMENT OF THE OPINION OF THE EUROPEAN COMPANY

§ 14

(1) The provisions of the statutes of a European cooperative society which are contrary to the Treaty on the manner and extent of the involvement of employees of a European cooperative society concluded under this law are invalid.

(2) The Statutory Authority will bring the Statutes into line with the contract on the scope and manner of the involvement of employees without undue delay, after the discrepancy of the Statutes with the contract on the manner and extent of the involvement of employees of the European cooperative society has been established; The general meeting does not decide on this, but at the next meeting the members of the European cooperative society must be informed of the extent and reasons for the changes made.

HLAVA V

ESTABLISHMENT OF THE EUROPEAN COMPANY OF FUSION

§ 15

The expert review may be carried out under the conditions laid down by the Special Act for all cooperatives involved in the merger by two experts together; the expert shall draw up a joint expert report on the merger. However, the joint expert report on the merger shall not be admissible if the legal order of the Member State where the registered registered office of one of the cooperatives participating in the merger so provides.

§ 16

(1) A member of a cooperative participating in the establishment of a European cooperative society of mergers and having registered offices in the Czech Republic may withdraw from the cooperative within a period of 30 days from the date on which the member meeting of the cooperative decided to approve the draft project establishing a European cooperative society of mergers if the meeting of the members took part and did not vote in favour of the proposal. The member's membership shall cease to exist on the date of receipt of the notification to the cooperative. The notice of appearance shall be in writing and shall state the reason for the appearance. The performance cannot be revoked.

(2) If the proposal referred to in paragraph 1 has been decided upon by the Assembly of Delegates, a member who is not a delegate or who has not voted in favour of the proposal as delegate may withdraw from the cooperative within 90 days of the date on which the Assembly of Delegates approved the proposal referred to in paragraph 1.

§ 17

(1) The notary issues the certificates referred to in Article 29 (3) of the Regulation on the basis of the documents submitted. The certificate shall be a public instrument.

(2) The certificate must contain the following particulars:

(a) the name, surname and registered office of the notary;

(b) the place and date of completion of the certificate;

(c) the business firm, registered office, identification number and entry into the commercial register of the cooperative involved in the establishment of the European cooperative company of the merger to which the certificate is issued;

(d) a statement by the notary on the implementation of all acts and compliance with all conditions which the cooperative involved in the establishment of a European cooperative society must fulfil;

(e) details of what actions have been carried out and what conditions have been met and how the notary has been convinced that they have been fulfilled;

(f) a list of all documents submitted to the notaries; and

(g) the stamp of the notary and his own signature.

§ 18

The cooperatives involved in the establishment of a European cooperative society shall submit to the notaries the following documents:

(a) the project of establishing a European cooperative society by mergers and its proposal;

(b) a copy of the notarial record certifying the decisions of the member meetings or other similar highest bodies of all the cooperatives involved in the merger;

(d) documents certifying that publication has taken place

1. the project proposal; and

2. notice to members and creditors of their right to inspect the premises of each of the cooperatives involved in the establishment of a European cooperative society in the designated documents;

(e) a report by the Board of Directors or the Management Board on the reasons for the proposal for a project to establish a European cooperative company by merger;

(f) a declaration by all members of the board of directors and the Audit Board or the Management Board and the Director-General of all the participating cooperatives made in the form of a notarial registration that:

1. They do not know that an application for annulment of a resolution of a member meeting, a general meeting or another similar highest body of a cooperative or an action for annulment of a draft of the establishment of a European cooperative society by a merger, or that all proceedings of this kind have been final or that all the persons entitled to this right have surrendered in accordance with a special law,

2. the rights of all members and creditors provided for by the Regulation and other legislation have been satisfied or ensured, or that an agreement has been concluded with such persons on a different solution to each other, and that they do not know that anyone has exercised any right against any of the cooperatives involved in establishing a European cooperative society,

3. all information and information provided to members, creditors and notaries shall be complete, correct and substantiated; and

(g) documents certifying that one of the proceedings referred to in Article 29 (3) of the Regulation is still under way.

§ 19

(1) Compliance with the statutory requirements for registration of a European cooperative company established by a merger in a commercial register shall be certified by a notary who has issued a certificate pursuant to Sections 17 and 18, or by another notary when a European cooperative company is registered in a commercial register. The certificate shall be a public instrument.

(2) The notary shall issue a certificate at the request of the Czech participating cooperative on the basis of the documents submitted to him. The implementing legislation provides for the documents proving that:

(a) the draft terms of merger have been approved by all participating cooperatives, as amended;

(b) the manner and extent of involvement of employees of the European cooperative society has been established in accordance with this law;

(d) it has been submitted by all foreign participating cooperatives of certificates issued by the competent public authorities for each foreign participating cooperative;

(e) the other requirements required by the Czech legal order for the registration of a European cooperative company in the Commercial Register are met.

(3) The certificate on the legality of the completion of the establishment of a European cooperative company by merger contains:

(a) the name and surname of the notary and his seat;

(b) the place and date of completion of the certificate of legality of the completion of the establishment of a European cooperative company by merger;

(c) companies, offices, identification numbers and legal forms of all Czech participating cooperatives and firms, or names, offices and legal forms of all foreign participating cooperatives,

(d) the list of documents submitted to the notaries for certification; and

(e) the notary's statement that he personally convinced himself that:

1. the draft terms of merger have been approved by all participating cooperatives, as amended,

2. the manner and extent of involvement of employees of the European cooperative society has been established in accordance with this Act;

3. It was submitted to it by all Czech participating cooperatives of certificates issued pursuant to § 17;

4. it has been presented by all foreign participating cooperatives with certificates issued by the competent public authorities for each foreign participating cooperative;

5. the other requirements required by Czech law for the registration of a European cooperative company in the Commercial Register are met.

(4) A notary shall refuse to issue a certificate of the legality of the completion of the establishment of a European cooperative society by means of a merger procedure under a special law if the participating cooperatives do not submit to him the prescribed documents or other documents by a notary to issue the certificate reasonably required.

HLAVA VI

AMENDMENT OF THE LEGAL FORMS OF THE SPECIES TO THE EUROPEAN COMPANY

§ 20

The Board of Cooperatives shall establish a project to change the legal form of the Cooperative to a European Cooperative Society in the collection of commercial register documents and publish it in the Trade Bulletin within the time limit laid down in Article 35 (4) of the Regulation.

§ 21

The Court of First Instance shall appoint experts to certify compliance with the conditions laid down in Article 35 (5) of the Regulation in accordance with the procedure laid down in the Law on the Transformation of Commercial Companies and Cooperatives when changing the legal form of the cooperative into a public limited company.

HLAVA VII

INTERNAL STRUCTURE OF THE EUROPEAN COMPANY

Díl 1

Dualist system

§ 22

A member of the Supervisory Board who is temporarily appointed to serve as a member of the Board of Directors shall perform this function only until the next meeting of the General Meeting of the European Cooperative Society, which shall elect a new member of the Board of Directors; his mandate to perform his duties shall cease on that date.

§ 23

The Statutes of the European Cooperative Society may determine that the members of the Board of Directors are elected and dismissed by the General Meeting.

§ 24

(1) The Board of Directors of the European Cooperative Society, which has its registered office in the Czech Republic, must have at least 3 members.

(2) The Supervisory Committee of the European Cooperative Society, which has its registered office in the Czech Republic, must have at least 3 members.

Díl 2

Monitor system

Oddíl 1

Management Board

§ 25

(1) The Management Board must have at least three members.

(2) The members of the Management Board shall be elected and removed by the General Meeting.

(3) Where a legal person is a member of the Management Board, the rights and obligations associated with its membership of the Management Board shall be exercised by the natural person empowered to do so; The power of attorney must be in writing. A deputy shall comply with the same conditions as if he were a member of the Management Board in person, other than a member of a European cooperative society, and may not grant another power of attorney for that purpose to a third party.

§ 26

(1) The Director-General and the Deputy Director shall be invited to attend meetings of the Management Board (Section 30).

(2) Where the Management Board is not convened for a period of more than 3 months, one third of the members of the Management Board may ask the Chairman to convene it, with a agenda for the meetings to be determined by the applicants. If the Chairman has not called the Management Board within 3 days of receipt of the request to its hands, the applicants themselves may convene it; the costs associated with this are borne by the European cooperative society.

(3) The Director-General may request the meetings of the Management Board to be convened by the Chairman of the Management Board, with a agenda to be determined by the Director-General. If, within 3 days of receipt of the request to its hands, the Chairman of the Management Board is to convene it himself; the costs associated with this are borne by the European cooperative society.

(4) The draft agenda referred to in paragraphs 2 and 3 shall not be reduced against the will of the applicants or some of them.

§ 27

(1) The Management Board shall, in accordance with the Regulation, determine the rules governing the management of the activities of the European Cooperative Society, unless the General Meeting of the European Cooperative Society has reserved for its decision and shall supervise their proper exercise. The Management Board may deal with any matter relating to a European cooperative society, unless it is entrusted by a regulation, this law, special law or statutes to the general meeting.

(2) The Management Board's resolutions are binding on all the bodies of European cooperative societies, except the general meeting.

(3) In the event of a conflict between the resolutions of the General Assembly and the Management Board, the General Assembly's resolutions shall be followed by the resolution of the General Assembly; the rights of third parties acquired in good faith are not affected.

Oddíl 2

Chairman of the Management Board

§ 28

(1) The Chairman of the Management Board shall represent the Management Board, organise and manage its activities and supervise the proper performance of the bodies of the European cooperative society. It shall inform the General Assembly of its findings and of the activities of the Management Board.

(2) The Chairman of the Management Board shall represent a European cooperative society in proceedings before public authorities against persons who are an institution of a European cooperative society or its member.

(3) The Management Board may, on a temporary basis, delegate the duties of Chairman of another of its members, unless the Chairman of the Management Board is temporarily competent to perform his duties.

Oddíl 3

Director-General

§ 29

(1) The Director-General of the European Cooperative Society is its statutory body. The Director-General shall be appointed and removed by the Management Board. The Chairman of the Management Board may also be appointed as Director-General.

(2) The Director-General is under the authority of both the management and the management of the European cooperative society.

(3) The Director-General must not be a European cooperative society procurer.

Oddíl 4

Authorised Director

§ 30

(1) The Management Board may, on a proposal from the Director-General, appoint one or more authorised Directors, unless the Statutes prohibit it.

(2) The Director-General may not be a member of the Management Board, the Director-General and the European Cooperative Society.

(3) The scope of the Director-General's mandate shall be determined by the Management Board in agreement with the Director-General in advance.

(4) Where more than one authorised director is appointed, each person shall be entitled to conduct a separate business and conduct on behalf of the European Cooperative Society to the same extent as the Director-General, unless the statutes or resolutions of the Management Board provide otherwise.

Oddíl 5

Common provisions on the bodies of the European cooperative society of the monastic system

§ 31

In cases not provided for in the Regulation or in that part of this Act, the provisions on the Board of Directors and the Supervisory Board of Cooperatives which best correspond to the nature and scope of those bodies shall apply to the position of the Management Board, its members and the Chairman and Director-General and the Director-General in charge.

§ 32

(1) Only a person who fulfils the conditions for membership of the Board of Directors laid down by special laws may be a member of the Management Board, the Director-General and the authorised Director. Only a natural person may be chairman of the Management Board, which shall be the Director-General and the Director-General and the Director-General appointed.

(2) The day on which a member of the Management Board, the Director-General and the Deputy Director cease to fulfil one of the conditions for the performance of his duties, his duties shall cease; This is without prejudice to the rights of third parties acquired in good faith.

(3) The remuneration of the Director-General and the Director-General shall be determined by the Management Board and, where concluded, the contract of office shall be signed by the Management Board on behalf of the European Cooperative Society, after the prior agreement of two thirds of the members of the Management Board. A contract concluded without the prior approval of the Management Board shall be void.

(4) The Director-General and the Director-General shall be responsible for the damage caused to the European cooperative society by complying with the resolutions of the General Assembly or the Management Board which are contrary to the laws and regulations of the European cooperative society.

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Regulation Information

Citation	Act No. 307 / 2006 Coll., on European Cooperative Society
Regulation Type	Law
Author	-
Collection	Code of Laws

Date of Promulgation	22.06.2006
Effective from	18.08.2006
Effective until	-
Status	Valid

Legal Areas: Cooperatives (commercial law) European law European Community Commercial law Labour relations Labour law Administration of state (national) property Administrative law Constitutional (state) law Fundamental human rights

The regulation text is for informational purposes only.