Act No 351 / 2011 Coll.
Act amending Act No. 513 / 1991 Coll., Commercial Code, as amended, and other related laws
Valid
Law
Effective from 01.01.2012
351
THE LAW
of 27 October 2011
amending Act No. 513 / 1991 Coll., Commercial Code, as amended, and other related laws
Parliament has decided on this law of the Czech Republic:
Amendment of the Commercial Code
Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100 / 2004, Act No. 100, Act No. 100 / 2004, Act No. 100, Act No. 100 / 2004.
1. In the second sentence of Article 2 (3), the words "which is a natural person" shall be inserted after the word "Entrepreneur," and the words "in the commercial register" shall be inserted after the word "Entrepreneur," and the words "or in other legally modified records."
2. In Paragraph 2 (3), the following sentence is inserted after the second sentence: "The entrepreneur is obliged to have a legal reason for their use in the registered premises throughout the period when these premises are registered as his place of business."
3. in Paragraph 28, the following paragraph 2 is inserted after paragraph 1:
"(2) The birth number shall be entered in the Commercial Register but shall not be entered in the Commercial Register extract or published in the Commercial Bulletin. Where the birth number is indicated in the documents in the instrument collection, those documents shall be published in accordance with the procedure laid down in this law, including the birth number. ';
Paragraphs 2 to 5 shall be renumbered paragraphs 3 to 6.
4. In the first sentence of Paragraph 28 (4), "2 'is replaced by" 3'.
5. In the first sentence of Paragraph 32 (4), the words "binding forms' are replaced by the words" formalities for forms'.
6. In Article 35 (a), the words "residence and place of business, if different from residence 'are replaced by the words" place of business or, if it is a natural person who is not an entrepreneur, his residence'.
7. in Paragraph 35 (d):
"(d) in the case of a natural person, the date of birth and the birth number, if assigned, ';
8. In Paragraph 37 (2), the first sentence is replaced by the following:
"When applying for registration in a commercial register, the applicant shall provide evidence of the legal reason for using the premises in which he has placed his registered office or place of business; This shall not apply where the legal reason is identifiable from the public administration information systems or parts thereof which are public registers, registers or lists. The first sentence shall also apply in the case of a proposal to amend the registration in the Commercial Register. The entrepreneur shall have a legal reason for the use of such premises throughout the period when such premises are registered as its registered office or place of business. ';
9. In Paragraph 37, at the end of paragraph 2, the sentence "The declaration shall not be more than 3 months old and the signatures thereon shall be officially certified. ';
10. in Article 38i (1) (k), the words "or, where appropriate, the contract for the distribution of business income under a special legislation" shall be deleted;
11. in Article 38i, paragraph 2 is deleted;
Paragraph 3 shall become paragraph 2.
12. in Paragraph 38j (1), the word "a" shall be deleted at the end of point (d);
13. At the end of Paragraph 38j (2), "paragraph 1 (b), (c) and (e) 'is replaced by" paragraph 1 (b) and (c)'.
14. in Paragraph 38k (1):
"(1) An entrepreneur registered in the Commercial Register shall, without undue delay, submit to the Register Court the documents annexed to the Collection of Documents after the occurrence of the operative event. '.
15. in Article 38k (3), the words "Article 38i (2)" shall be deleted;
16. in Paragraph 59a (1), "repayment" is replaced by "maturity."
17. in Article 59a (3), "prices" is replaced by "values" and "price" is replaced by "value."
18. in Paragraph 59a (4), the words "the statutory body of the company" shall be replaced by the words "the company."
19. in Article 59a (5), the word "significant" shall be inserted after the word "non-monetary deposit" and the words "statutory body of the company" shall be replaced by "company."
20. In the introductory part of Paragraph 59b of the provisions of paragraph 1, the words "4 and 'are deleted and the words" the statutory body of the company' are replaced by the words "the company '.
21. in Article 59b (1) (a) and (b), the word "subscribed" shall be inserted after "at least 5%."
22. in Article 59b (2), the words "the statutory body of the company" shall be replaced by the words "the company" and the words "members or shareholders" shall be inserted after the words "members or shareholders";
23. in Article 59b (3), the words "although they claimed to be lower" shall be inserted after the words "than the original valuation."
24. in Paragraph 59c (1), the words "publish the company before it is repaid" shall be replaced by the words "deposit the company before it is paid up into a collection of documents."
25. in Article 59c (2) (d), the words "the size of the business share acquired by the shareholder in the company" shall be replaced by the words "the amount of the contribution taken over with a possible contribution."
26. In Paragraph 66, the following sentence is added at the end of paragraph 1:
"If a single member of the general meeting does not, at the request of a person who is a statutory body or its member or a member of another body of the company, exercise of the duties of that person shall end at the expiry of a period of 2 months from the date of service of the resignation of a single member. ';
27. The following Section 66d is inserted after Section 66c, including the title and footnote 21:
Mandate of the commercial management
(1) The statutory body of the company may delegate to the management of the company wholly or partly another. Such activities may also be carried out in employment relations under special legislation (21) by a member of the company's staff, which may also be the statutory body of the company or its member.
(2) The responsibility of persons who are a statutory body or a member of a statutory body, as provided for by this Law, for the breach of the obligation to perform the duties of a proper economic operator shall not be affected by the delegation of the commercial management referred to in paragraph 1.
(3) Where activities falling under commercial management are carried out in an employment relationship under special legislation (21) by an employee of a company who is at the same time a statutory body of the company or its member, the salary or remuneration of the agreement shall be negotiated or determined by the body of the company in whose jurisdiction the decision on the remuneration of the statutory body or its members shall be taken.
(4) The entrustment by the commercial management referred to in paragraph 1 shall not include participation in a meeting of the statutory body, decision-making on entrustment of the management of the company, decision-making on the basic focus of the management of the company, or any other business activity within the framework of the management of the company entrusted by that law or other legislation to the exclusive competence of the statutory authority.
21) Act No. 262 / 2006 Coll., Labour Code, as amended. '
28. In Article 71, at the end of paragraph 7, the words "or a natural person who fulfils the general and qualification conditions for entry in the list of insolvency administrators and agrees with its provisions' are added.
29. In the second sentence of Article 75 (2), the words "or published in accordance with Article 75aa (1) 'shall be inserted after the words" an application for the distribution of the liquidation balance'.
30. the following Section 75aa is inserted after Section 75a:
(1) Where a court and liquidator have been designated pursuant to Paragraph 71 (7) to terminate the company and its liquidation, it shall not submit to the shareholders or the competent authority for approval an application for the distribution of the liquidation balance and a report on the disposal of the property. However, they must, without undue delay, deposit them in a collection of documents upon completion.
(2) If sufficient synergies are not provided to the liquidator and the liquidator does not have sufficient evidence to fulfil its tax obligations, it shall notify the court and tax administrator accordingly. In such a case, the liquidator shall provide the tax administrator with synergies to determine the tax on the basis of the aid. ';
31. in Article 120a (1) (b), the part of the sentence behind the semicolon, including the semicolon, shall be replaced by the words "under special legislation,"
32. In Paragraph 120a (2), the word "agent 'is replaced by" company' and the words "drawn up 'are replaced by" drawn up'.
33.In § 120b (2), "§ 161a (1) and (4) 'is replaced by" § 161a (1) (a), (2)';
34. in Article 143 (3) (c), the words "based on an expert opinion" shall be deleted;
35. in Article 161a (1) (b), the words "subscribed capital increased by funds which cannot be divided under the law or statutes and reduced by the amount of capital not yet paid up" shall be replaced by the words "capital increased by the amounts referred to in Article 178 (2) (a) and (b)";
36. in § 161e (1), "§ 161a (1) and (4)" is replaced by "§ 161a (1) (a) and § 161a (2)";
37.In Article 161f (1) (c), 'all' is replaced by 'present'.
38. in Article 161f (1) (e), the word "fair" shall be replaced by "reasonable."
39. in Article 161f (1) (f), the words "funds which cannot be divided between shareholders under the law or the statutes, and reduced by the amount of the capital not yet paid," shall be replaced by the words "the amounts referred to in Article 178 (2) (a) and (b)."
40. in Article 161f (5), the word "subscribed" shall be inserted after the words "own capital";
41. in Article 161g (1), the words "subscription and acquisition of shares or provisional certificates of a company" shall be replaced by the words "subscription, acquisition and acceptance of shares or provisional certificates of a company as collateral."
42. In Paragraph 161g (1), "§ 161a (1) and (2)" is replaced by "§ 161a (1) (a) and (c), § 161 (2)."
43.In § 173 (1) (f), "§ 184 (4)" is replaced by "§ 184a (2)."
44. In Paragraph 178 (8), the words "on the maturity date of the dividend 'are replaced by the words" on the relevant date'.
45. in Paragraph 178 at the end of paragraph 11, the sentence shall be added:
"Such a decision shall not be considered a decision to amend the statutes. ';
46. in § 183 (2), "§ 184 (5) (c)" is replaced by "§ 184a (3) (c)";
47. in Paragraph 183j (3), "§ 184 (8)" is replaced by "§ 184a (6)."
48. Paragraph 184 (3) reads as follows:
"(3) The statutes or decisions preceding the general meeting may determine the date which is relevant for participating in the general meeting. The decision of the General Assembly referred to in the first sentence shall not be considered as a decision amending the Statutes. The operative day shall not exceed the day of the general meeting by more than 30 days. Where shares of a company are admitted to trading on a European regulated market, the relevant date for participation in the general meeting shall always be the seventh day preceding the general meeting; the first sentence shall not apply. If the statutes of the company which issued the registered shares that are not admitted to trading on a European regulated market do not specify another relevant date, the operative date for participating in the general meeting shall be the seventh day preceding the general meeting. The company which issued the registered shares shall, at the latest by the date of the general meeting, obtain an issue statement from the register of the listed securities at the relevant date. ';
49. In the last sentence of Paragraph 194 (1), the words "remuneration for the performance of duties' shall be inserted after the words" pursuant to Paragraph 66 (2) '.
50. In Paragraph 196a (1), the words "or a contract involving the provision of obligations by such persons' are deleted.
51. in Article 196a (2), the words "or securing the liabilities of the controlled person controlling the person" shall be deleted;
52. Paragraph 196a (5) reads:
"(5) The company may grant the commitments of the persons referred to in paragraphs 1 and 2 only with the approval of the General Assembly. The approval of the General Assembly shall not be required if it is for the provision of collateral of the person controlled by the person controlling it. ';
53. In Paragraph 196a, the following paragraph 6 is added:
"(6) If the property acquired in breach of paragraphs 1 to 3 has been further disposed of, Paragraph 446 shall apply mutatis mutandis. '
54. In § 202 (2) of the introductory part of the provision and in § 212 "§ 184 (5)" is replaced by "§ 184a (3)."
55. in Article 202 (4), the words "or its value determined in accordance with Article 59a" shall be added at the end of the text of point (b).
56. in Article 203 (2) (h), the words "or its value determined in accordance with Article 59a" shall be inserted after the words "expert or expert opinion."
57. in Sections 218 and 260, '75b' is replaced by '75c';
58. in Article 263 (1), the word "355," shall be deleted;
59.
"(1) In relations governed by this law, the agreement may waive or restrict the right to compensation before the breach of the obligation from which the damage may arise. However, before a breach of the obligation from which damage may arise, neither the right to compensation caused intentionally nor that right may be waived. '
Transitional provision
At the request of the person concerned, the register courts shall remove from the collection of documents the signature of the person authorised to act on behalf of the legal person, the signature of the head of the organisational body of the legal person and the contract for the distribution of income from the business, provided that those documents were incorporated into the collection of documents before the date of entry into force of this law.
Amendment of the Trade Act
In Article 6 (3) of Act No. 455 / 1991 Coll., on Business Business Act, as amended by Act No. 286 / 1995 Coll., Act No. 356 / 1999 Coll., Act No. 167 / 2004 Coll., Act No. 214 / 2006 Coll., Act No. 270 / 2007 Coll. and Act No. 130 / 2008 Coll., the first sentence is replaced by the sentence "Forbearance shall be evidenced for citizens of the Czech Republic by a record of the Register of Punishments, for persons who are citizens of another Member State of the European Union, and for persons who are not citizens of the Czech Republic or of another Member State of the European Union, a document as referred to in Article 46 (1) and a statement from the Register of Penalties."
EFFECTIVE
This Act shall take effect on 1 January 2012.
Germany
Klaus v. r.
Nausea v. r.
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Regulation Information
| Citation | Act No. 351 / 2011 Coll., amending Act No. 513 / 1991 Coll., Commercial Code, as amended, and other related laws |
|---|---|
| Regulation Type | Law |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 29.11.2011 |
|---|---|
| Effective from | 01.01.2012 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
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