What is Act No. 355 / 2011 Coll.?

Act No. 355 / 2011 Coll., amending Act No. 125 / 2008 Coll., on Transformations of Commercial Companies and Cooperatives, as amended, and other related laws — Act amending Act No. 125 / 2008 Coll., on Transformations of Commercial Companies and Cooperatives, as amended, and other related laws.

When it became Act No. 355 / 2011 Coll. effectiveness?

Act No. 355 / 2011 Coll. became effective 01.01.2012.

Is Act No. 355 / 2011 Coll. still valid?

Yes, Act No. 355 / 2011 Coll. is still valid and effective.

How many times was it Act No. 355 / 2011 Coll. amended?

Act No. 355 / 2011 Coll. has 3 time versions of the text.

Act No. 355 / 2011 Coll.

Act amending Act No. 125 / 2008 Coll., on Transformations of Commercial Companies and Cooperatives, as amended, and other related laws

Valid Law Effective from 01.01.2012

Text versions: 01.01.2012 30.11.2011

ČÁST PRVNÍ Čl. I „§ 1 „§ 2 „§ 4 „§ 4a „§ 5 „§ 5a „§ 7 „§ 7a „§ 8 „§ 10 „§ 11a § 11b „§ 12 „§ 13a § 13b „§ 14 „§ 15 „§ 15a § 15b § 15c „§ 16 „§ 22 „Díl 6 § 23a „§ 23b „§ 24 „§ 28 „§ 29 „§ 32a „§ 33 „§ 33a § 33b § 33c „§ 35 „§ 40 „§ 41 „§ 45 „§ 46 „§ 47 „§ 48 „§ 49 „HLAVA X § 49a § 49b § 49c § 49d „§ 52 „§ 53 „§ 54 „§ 56 „§ 57 „HLAVA XIV Díl 1 § 59a § 59b § 59c Díl 2 § 59d § 59e § 59f § 59g § 59h § 59i § 59j § 59k Díl 3 § 59l § 59m Díl 4 § 59n § 59o Díl 5 § 59p § 59q Díl 6 § 59r § 59s § 59t Díl 7 § 59u § 59v § 59w Díl 8 § 59x § 59y § 59z § 59za Díl 9 § 59zb „§ 62 „§ 70 „§ 71 „§ 72 „§ 73 „§ 75 „§ 76 „§ 77a „§ 78 „§ 79 „§ 80 „§ 80a „§ 84 „§ 85 „§ 86 „§ 87 „§ 87a „§ 88 „§ 88a „§ 89 „§ 90 „§ 91 „§ 91a „§ 92 „§ 93a „§ 94 „§ 95 „§ 95a § 95b „§ 96 „§ 96a „§ 99a § 99b „§ 100 „§ 101 „§ 101a „§ 103 „§ 104 „§ 105 „§ 106 „§ 107 „§ 109 „§ 109a „§ 110 „§ 111 „§ 112 „§ 113 „§ 116 „§ 118 „§ 119 „§ 119a „§ 121 „§ 123 „§ 124 „§ 125 „§ 125a „§ 126 „§ 127 „§ 128 „§ 129 „§ 130 „§ 132 „§ 138 „§ 139 „§ 140 „§ 141 „§ 143 „§ 144 „§ 145 „§ 148 „§ 151a „§ 154 „§ 155 „§ 156 „§ 158 „§ 162 „§ 164 „§ 165 „§ 165a „§ 166 „§ 166a „§ 168 „§ 169 „§ 169a „§ 170 „§ 172 „§ 174 „§ 180 „§ 182 „§ 184 „§ 190 „§ 197 „§ 210 „§ 211 „§ 212 „§ 213 „§ 223a „§ 243 „§ 244 „§ 245 „§ 247 „§ 249 „§ 250 „§ 251 „§ 252 „§ 253 „§ 254 „§ 255 „§ 256 „§ 256a „§ 257 „§ 258 „§ 259 „§ 265 „§ 266 „§ 266a „§ 267 „§ 268 „§ 269 „§ 270 „§ 271 „§ 271a „§ 274 „§ 275 „§ 277a „§ 280 „§ 280a „§ 281 „§ 282 „§ 283 „§ 283a „§ 284 „§ 285a „§ 286 „§ 287 „§ 287a § 287b „§ 288a „§ 290 „§ 290a § 290b „§ 291 „§ 296 „§ 297 „§ 298 „§ 299a „§ 300 „§ 302 „§ 303 „§ 304 „§ 304a „§ 305 „§ 306a „§ 316 „§ 317 „§ 318 „§ 318a „§ 320 „§ 320a § 320b „§ 322 „§ 323a „§ 326 „§ 327 „HLAVA IX Díl 1 § 336a § 336b Díl 2 § 336c § 336d Díl 3 § 336e § 336f Díl 4 § 336g Díl 5 § 336h § 336i Díl 6 § 336j § 336k § 336l „§ 338 „§ 339 „§ 341 „§ 341a „§ 342a „§ 343 „§ 344 „§ 344a „§ 347 „§ 353 „§ 355 „§ 357 „§ 358 „§ 359 „HLAVA VI Díl 1 § 359a Díl 2 § 359b § 359c Díl 3 § 359d § 359e Díl 4 § 359f Díl 5 § 359g § 359h Díl 6 § 359i Díl 7 § 359j § 359k Díl 8 § 359l „§ 362 „§ 363 „§ 363a § 363b „§ 364a „§ 365 „§ 367 „§ 369a „§ 372 „§ 377 „HLAVA V Díl 1 § 384a § 384b § 384c Díl 2 § 384d Díl 3 § 384e HLAVA VI Díl 1 § 384f § 384g § 384h § 384i Díl 2 § 384j § 384k Díl 3 § 384l § 384m Díl 4 § 384n § 384o § 384p Čl. II Čl. III ČÁST DRUHÁ Čl. IV ČÁST TŘETÍ Čl. V ČÁST ČTVRTÁ Čl. VI ČÁST PÁTÁ Čl. VII Čl. VIII ČÁST ŠESTÁ Čl. IX ČÁST SEDMÁ Čl. X Čl. XI ČÁST OSMÁ Čl. XII ČÁST DEVÁTÁ Čl. XIII

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355

THE LAW

of 27 October 2011

amending Act No. 125 / 2008 Coll., on Transformations of Companies and Cooperatives, as amended, and other related laws

Parliament has decided on this law of the Czech Republic:

ČÁST PRVNÍ

Amendment to the Act on Transformation of Commercial Companies and Cooperatives

Čl. I

Act No. 125 / 2008 Coll., on Transformations of Commercial Companies and Cooperatives, as amended by Act No. 215 / 2009 Coll. and Act No. 227 / 2009 Coll., is amended as follows:

1. Paragraph 1, including footnote 1, reads as follows:

„§ 1

(1) This Act regulates the transformation of companies (hereinafter referred to as "the company ') and cooperatives and implements the relevant European Union1 regulations.

(2) For the purposes of this Act, the term "merger 'means the merger of a company or cooperative, the division of a company or cooperative, the transfer of assets to a shareholder, the change of legal form and the cross-border transfer of a registered office.

(3) The legal cases referred to in paragraph 2 shall be governed by the provisions of this Law. If certain issues cannot be addressed under these provisions, they are governed by the law governing the legal situation of companies and cooperatives.

1) Directive 2011 / 35 / EU of the European Parliament and of the Council of 5.4.2011 on mergers of public limited liability companies (codified version). Sixth Council Directive 82 / 891 / EEC of 17 December 1982, based on Article 54 (3) (g) of the Treaty, on the division of public limited liability companies. Article 3 of Directive 2007 / 63 / EC of the European Parliament and of the Council of 13 November 2007 amending Council Directives 78 / 855 / EEC and 82 / 891 / EEC as regards the requirement to report an independent expert in the event of a merger or division of public limited liability companies. Article 3 of Directive 2009 / 109 / EC of the European Parliament and of the Council of 16 September 2009 amending Council Directives 77 / 91 / EEC, 78 / 855 / EEC and 82 / 891 / EEC and Directive 2005 / 56 / EC as regards reporting and documentation requirements for mergers and divisions. Directive 2005 / 56 / EC of the European Parliament and of the Council of 26.10.2005 on cross-border mergers of capital companies. Article 4 of Directive 2009 / 109 / EC of the European Parliament and of the Council of 16 September 2009 amending Council Directives 77 / 91 / EEC, 78 / 855 / EEC and 82 / 891 / EEC and Directive 2005 / 56 / EC as regards reporting and documentation requirements for mergers and divisions. Article 2 to 13, Article 27 (2) and (3) of the Second Council Directive 77 / 91 / EEC of 13 December 1976 on the coordination of protective measures which are required of companies within the meaning of the second paragraph of Article 58 of the Treaty to protect the interests of members and third parties in the Member States when establishing public limited liability companies and maintaining and amending their capital, in order to achieve equivalence of those measures. Article 1 (1), (2) and (8) of Directive 2006 / 68 / EC of the European Parliament and of the Council of 6 September 2006 amending Council Directive 77 / 91 / EEC as regards the creation of public limited liability companies and the maintenance and change of their capital. Article 1 of Directive 2009 / 109 / EC of the European Parliament and of the Council of 16 September 2009 amending Council Directives 77 / 91 / EEC, 78 / 855 / EEC and 82 / 891 / EEC and Directive 2005 / 56 / EC as regards reporting requirements and documentation for mergers and divisions. Article 11 and 21 of Council Directive 2003 / 109 / EC of 25 November 2003 concerning the status of third-country nationals who are long-term residents. Article 24 of Directive 2004 / 38 / EC of the European Parliament and of the Council of 29 April 2004 on the right of citizens of the Union and their family members to move and reside freely within the territory of the Member States, amending Regulation (EEC) No 1612 / 68 and repealing Directives 64 / 221 / EEC, 68 / 360 / EEC, 72 / 194 / EEC, 73 / 148 / EEC, 75 / 34 / EEC, 75 / 35 / EEC, 90 / 364 / EEC, 90 / 365 / EEC and 93 / 96 / EEC. ';

„§ 2

(1) For the purposes of this Act, the commercial property of an entrepreneur who is a natural person shall mean property (goods, debts and other rights and money-worthy other values) which belongs to and serves or is intended for the business of an entrepreneur. The commercial property of an entrepreneur who is a legal person shall mean all of his assets.

(2) For the purposes of this Act, a set of commercial assets and liabilities incurred by an entrepreneur who is a natural person in connection with an enterprise shall be referred to as a commercial asset (hereinafter referred to as "assets'). The name of an entrepreneur who is a legal person is a set of all his assets and liabilities.

(3) The obligation to publish the information provided for by this Law is fulfilled by publication in the Commercial Bulletin. "

3. Paragraph 3 (2) reads as follows:

"(2) For the purposes of this Act, an entrepreneur shall:

(a) a person registered in a commercial register;

(b) a person who does business on the basis of a trade licence;

(d) a person who carries out agricultural production and is registered under a specific legislation; or

(e) a foreign person (§ 59b) who has the right to do business in a Member State other than the Czech Republic. '

4. In Article 3, the following paragraph 3 is added:

"(3) For the purposes of this Act, the person involved in the conversion shall be:

(a) in the case of a merger or division of the company or cooperative involved (Sections 63 and 245),

(b) in the case of the transfer of assets to a member of the company being acquired and the acquiring member;

(d) in the case of cross-border transfer of the registered office, a foreign legal person transferring the registered office to the Czech Republic or a Czech company or cooperative transferring the registered office to a Member State other than the Czech Republic. "

„§ 4

(1) If the disposal balance has not yet been allocated, the transformation of a company or cooperative is permissible even if the company or cooperative has already entered liquidation,

(a) by decision of the members, the general meeting or the member meeting;

(b) the expiry of the period on which it was based;

(d) a decision by a court to abolish a company or cooperative with liquidation where the court has annulled its decision to abolish a company or cooperative.

(2) Actions to transform a company or cooperative in liquidation are provided by the statutory authority of that company or cooperative.

(3) If the company or cooperative in liquidation is transformed for the reason referred to in paragraph 1 (a). (b) or (c) which are not intended to cease to exist in the course of the conversion, the conversion project shall also include an amendment to the social contract or the statutes relating to their duration or purpose for which they were established.

(4) Where a company or cooperative which is in liquidation for one of the reasons referred to in paragraph 1 is transformed, the liquidation shall be terminated on the date on which the conversion was approved by the members or the competent authority of the company or cooperative.

(5) The liquidation is resumed on the date of the legal authority of the court of invalidity decision

(a) the conversion project; or

(b) the resolution of the General Assembly on the approval of the conversion, the resolution of the member meeting on the approval of the conversion, the resolution of the assembly of delegates on the approval of the conversion, the decision of the members outside the general meeting on the approval of the conversion, the decision of the sole member on the approval of the conversion, or the consent of the members of the public commercial company or the limited company with the conversion (hereinafter referred to as "the nullity of the decision approving the conversion").

(6) Disposal is renewed as well as

(a) on the date of expiry of the 12 months following the date of the merger, division or transfer of the assets to a member, provided that no application for registration of the merger, division or transfer of the assets to a member has been made at that time;

(b) the acquisition of legal power by a court which rejects an application to register a transformation; or

(c) the date on which the period of three months from the date on which the decision of the court in which the application for registration is refused is converted into a commercial register, unless the application for registration of the same conversion is filed again within that period. "

6. The following Section 4a is inserted after Section 4:

„§ 4a

(1) The Court of First Instance shall revoke its decision to abolish a company or cooperative, on application by a company or cooperative to participate in the conversion, if:

(a) the reason for which the company or cooperative has been cancelled has ceased;

(b) the company or cooperative has not yet been removed from the commercial register; and

(2) If the liquidator of a company or cooperative has been appointed by a court on a proposal from that company or cooperative in cases other than in the context of a court decision to abolish a company or cooperative, the court may, on a proposal from that company or cooperative, revoke the decision of the members, general meeting or member meeting to abolish the company or cooperative. The proposal shall be accompanied by a conversion project drawn up by the persons involved in the conversion.

(3) Where a court pursuant to paragraph 1 or 2 decides, the effects referred to in Article 4 (4) shall not arise until the decision has become final. "

„§ 5

The conversion of a company or cooperative shall be permitted even if insolvency proceedings are pending and if a decision on bankruptcy has been taken. '

8. The following Section 5a is inserted after Section 5:

„§ 5a

(1) Where the opening balance sheet of the receiving company with a limited liability or public limited company indicates that the total loss of the acquiring company will be such as to achieve, as a result of the conversion, that, when it is paid from the available resources, the outstanding loss would reach at least half of the share capital or, in the light of all the circumstances, it may not be assumed that the relevant date of conversion can be followed by the completion of the conversion and conversion project to be entered in the commercial register only if the persons involved in the conversion provide evidence of an expert opinion showing that the conversion will not result in the loss of the acquiring company.

(2) If the requirements laid down in paragraph 1 are not fulfilled and the conversion is nevertheless entered in the commercial register, the court or tribunal shall, of its own motion, abolish and order its liquidation, unless the opinion referred to in paragraph 1 is submitted retrospectively and at the latest during the proceedings. ';

9. In Section 6, the word "commercial 'is deleted.

10. In Article 6, the current text becomes paragraph 1 and the following paragraph 2 is added:

"(2) Where only one person is involved in a transformation, a decision may be taken to abolish a transformation approved by all the persons involved in the transformation only if the legal fact with which the termination of the commitment from the conversion project is linked has been established. '

11.

„§ 7

A partner or member of the person involved in the conversion may renounce in the manner set out in Paragraph 9.

(a) the right to a settlement;

(b) the right to exchange shares in a merger or division;

(d) the rights to purchase their shares in the merger or division of a public limited company;

(e) the right to make an application for the nullity of the conversion project and for the nullity of the decision approving the conversion;

(f) in the case of a member of a limited liability company, the right to send documents in the conversion of a limited liability company; if the shareholder has waived his right to send documents, he shall be deemed to have waived the right to send all documents provided for by this law; or

(g) other rights, including those arising in the future, provided that this law is in connection with the transformation of a company or cooperative, unless otherwise provided for in that law. "

12. the following Section 7a is inserted after Section 7, including the title:

„§ 7a

Withdrawal of right to exchange shares

(1) If a member of a member renounces the right to exchange a share, his participation in the company being acquired shall cease to exist on the date of the registration or division in the business register without the right of settlement and shall not become a member of the acquiring company or cooperative. In the case of separation, he shall remain a member of the company or cooperative distributed. This is without prejudice to Paragraph 249 (2) and (3).

(2) Where a member of the right referred to in paragraph 1 renounces his participation in the company being acquired or distributed or in a cooperative shall not be taken into account in the processing of the draft terms of merger or division for the purposes of determining the exchange ratio of shares.

(3) The waiver of the right to exchange shares after the conversion project has been drawn up shall be prohibited.

(4) A member of a limited liability company or a joint-stock company may not waive the right to exchange shares unless at least one member remains in each successor company.

(5) A public company or a limited partnership may not waive the right to exchange shares unless at least two members remain in each successor company. '

13.

„§ 8

A member or a member of a person involved in the conversion may give his consent in the manner laid down in Article 9, provided that any report relating to the conversion required by this law is not drawn up unless it is an audit report on the verification of accounts. ';

14. in Article 9 (1), the words "the participating trading company or member of the participating cooperative" shall be replaced by "or a member of the person involved in the conversion."

15. In Article 9, at the end of paragraph 2, the sentence "This is without prejudice to the provisions of Article 7a (3) to (5)."

16.

„§ 10

(1) The operative date of the merger, division and transfer of assets to a member (hereinafter referred to as "the operative date") is the date on which the conduct of the company or cooperative being acquired, or of the companies or cooperatives being acquired, or of the company or cooperatives being divided, or of the company or cooperatives being distributed, shall be deemed to have been carried out from an accounting perspective on behalf of the acquiring company or cooperative (s) or of the acquiring member (s).

(2) In the case of split cleavage, the effects referred to in paragraph 1 shall take place only in relation to those negotiations concerning the assets or liabilities to be transferred to the acquiring company or cooperative according to the split project.

(3) The relevant date of conversion may not exceed 12 months from the date on which the application for registration of the conversion will be submitted. The relevant date of conversion may be fixed at the latest by the date of registration of the merger, division or transfer of the assets into the company register. ';

17. in Article 11 (2), the words "final due or exceptional accounts," shall be replaced by the words "transfer" and the words "preparation" shall be replaced by "copy."

18. In Article 11, the following paragraph 4 is added:

"(4) The provisions of paragraphs 1 to 3 shall not apply to the transfer of assets to a acquiring member who is not an entity. ';

19. the following Sections 11a and 11b are inserted after Section 11:

„§ 11a

(1) The interim accounts referred to in Article 11 (2) shall not be required for persons involved in the conversion if they publish a half-yearly financial report under the law governing the capital market business and make it available to members or members in the manner laid down by that law for interim financial statements.

(2) The interim accounts referred to in Article 11 (2) shall also not be required if all the members or members of all the persons involved in the conversion have given their consent.

§ 11b

Where the opening balance sheet is drawn up for the purposes of the transformation of companies or cooperatives, a comment shall be attached to it describing the items in which the opening balance sheet items were taken over from the final accounts of the person involved in the conversion or how they were otherwise dealt with. ';

20.

„§ 12

(1) When converting all persons involved in the conversion, they shall verify the final accounts or interim accounts, where appropriate, by the auditor, where at least one of the persons involved in the conversion has an obligation to verify the final accounts or interim accounts by the auditor.

(2) Where the final accounts are to be audited by all the persons involved in the conversion who keep the accounts, all the acquiring companies or cooperatives or the accepting partner or company or cooperative shall be required to have the opening balance sheet checked by the auditor following a change in the legal form. ';

21. in Article 13, the word "commercial" shall be deleted;

22. The following Sections 13a and 13b are inserted after Section 13:

„§ 13a

Where such a law imposes an obligation to purchase or pay a share of the company being acquired or acquired or a cooperative, its price or settlement amount shall be determined on the date on which the member's participation in the company has ceased or the member's membership of the cooperative has ceased, unless otherwise provided for by that law.

§ 13b

Only generally accepted objective valuation methods corresponding to the purpose of the valuation for which the valuation is carried out shall be allowed for the purposes of this Act. '

23.

„§ 14

(1) The transformation of a company or cooperative shall be carried out according to a written conversion project.

(2) The amendment of the social contract, the instruments of incorporation or the statutes resulting from the conversion takes place on the basis of their amendments contained in the conversion project at the date of entry into the commercial register. The provisions of the law governing the legal situation of companies and cooperatives on the amendment of the social agreement, the instruments of incorporation or the statutes shall not apply in such cases.

(3) The provisions of the Law governing the legal situation of companies and cooperatives on the procedure for setting up and setting up a company or a cooperative shall not apply to the conversion, unless provided for in this law. The founding documents shall be replaced by a conversion project. ';

24.

„§ 15

(1) The conversion project shall be prepared by the persons involved in the conversion. Where the person involved in the conversion is legal, the statutory authority shall ensure that this obligation is fulfilled. The conversion project shall be signed by all persons involved in the conversion.

(2) The date of completion of the conversion project shall be the date on which the conversion project meets all the requirements of the legal act required by this Act.

(3) The conversion project must:

(a) be approved in the same language by the members of the members of the members of the persons involved in the conversion, their general meetings or the member meetings, in accordance with the procedure laid down by this law, where such approval is required;

(b) contain the information required by law; and

(c) be approved in the version in which it was published pursuant to Paragraph 33 or published pursuant to Section 33a; the provisions of Sections 7a, 72, 252 and 362 are without prejudice to this; the correction of obvious errors in writing and figures in the conversion project is not considered to be a change in its wording.

(4) The conversion project shall take the form of a notarial registration,

(a) unless this law requires its approval under paragraph 3 (a) by all persons involved in the conversion; or

(b) if it is a project for the transformation of a public commercial company or a limited partnership. "

25. After Paragraph 15, the following Sections 15a to 15c are inserted:

„§ 15a

(1) Where the consent of one or more administrative authorities is required to be converted in accordance with specific laws or regulations directly applicable in the European Union, a proposal for the registration of a transformation in a commercial register may be submitted only after the legal power has been acquired by a decision giving consent to the conversion project of the last of them. By acquiring the legal power of a decision of any competent administrative authority not granting consent to the conversion, the conversion project shall be cancelled. The legal effects of the cancellation of the conversion project shall cease to exist on the date on which such a decision by the administrative authority has been definitively annulled by the decision of the court.

(2) Where the presumption of consent of an administrative authority to a conversion project is applied under specific legislation or under a directly applicable European Union law, the application for registration referred to in paragraph 1 shall be the date from which the presumption of consent applies.

§ 15b

Repeal of the conversion project

(1) The conversion project is also repealed on

(a) the legal power of the decision of the court rejecting the application for registration of a transformation in the Commercial Register;

(b) in which the period of 12 months from the relevant date of the merger, division or transfer of the assets to a member has elapsed, if no application has been made at that time to register the merger, division or transfer of the assets to the member; or

(c) within which a period of three months from the date of the date of the acquisition of the legal authority of the decision of the court refusing the application for registration is converted into a commercial register, unless, within that period, an application for registration of the same conversion is filed again.

(2) The person involved in the conversion which caused the cancellation of the conversion project in one of the ways referred to in paragraph 1 shall be liable for the damage caused by it.

§ 15c

Changes in the members' persons mentioned in the conversion project

(1) If, at the time of publication of the conversion project pursuant to Article 33 or its publication pursuant to Article 33a, a change is made to the commercial register in the person of the member or member of the person involved in the transformation referred to in the conversion project, such change is not considered to be a change of project.

(2) Persons involved in the conversion shall be obliged to notify the change in the person of the member or member without undue delay after having become aware of it in the same way as they published pursuant to Paragraph 33 or published the conversion project pursuant to Paragraph 33a.

(3) Where a change is required in the person of the member or member of the person involved in the conversion, in the company or cooperative being acquired, or in the acquiring company or cooperative, the consent of the members or members or the competent authority of the company or cooperative, paragraph 1 shall apply only if:

(a) the members, members or bodies responsible for approving the conversion in all persons involved in the conversion shall be informed of the change in the person of the member at the latest when approving the conversion project; and

(b) consent to a change in the person of the member or member shall be given by the majority required, together with approval of the conversion project.

(4) The consent referred to in paragraph 3 may be granted even after approval of the conversion project if the change in the person of the partner or member took place during the period from the approval of the conversion project to the registration of the transformation into the commercial register.

(5) Where a change is made in a member's or a member's person pursuant to paragraphs 1 to 4, the conversion project shall be amended by taking the place of the former member's successor in title. The statutory body of the participating company or cooperative in which the change occurred in the person of the member or member, or the statutory body of the company or cooperative which changes its legal form, shall draw up the full version of the conversion project and deliver it without undue delay to the other persons involved in the conversion.

(6) The full version of the transformation project and the full version of the social contract, the instrument of incorporation or the statutes together with the instruments proving the change in the person of the partner or member shall be annexed to the application for registration of the transformation in the commercial register. ';

Article 26 (16) reads:

„§ 16

(1) The conversion of a public commercial company and a limited partnership must be approved by all members. The signature of the member shall be officially verified.

(2) The signature of the partner on the conversion project shall be treated as consent under paragraph 1. ';

27. in Paragraph 17 (1), the words'; the provisions of paragraphs 18 and 19 shall not be affected 'shall be replaced by' unless this law provides otherwise ';

28. In Paragraph 17 (2), the words "; Paragraph 249 (2) shall be without prejudice to 'shall be replaced by' unless otherwise provided for by this law '.

29. In Article 17, paragraphs 4 and 5 are added:

"(4) If the General Assembly does not approve the conversion, the notarial record shall include the members who voted in favour of the conversion.

(5) The notarial record of the decision of the General Assembly to approve a merger or division shall specify the persons who voted against the approval of the merger or division. ';

30. In Paragraph 18 (1), the words "on legal action 'and the words" to its registered office' are inserted after the words "notarial record '.

31. in Paragraph 18 (2), the second sentence is deleted;

32. In Article 18, the following paragraph 3 is added:

"(3) Paragraph 19 (2) on the disapproval of the partner with the conversion shall apply mutatis mutandis if it notifies its opposition within the time limit referred to in paragraph 1. The notification of opposition to the transformation may include the withdrawal of a partner from the company pursuant to Section 376. If the notice of disapproval of the partner with the transformation and his withdrawal from the company does not form part of the notification, the withdrawal provided for in Article 378 shall be served on the company no later than 30 days after the date on which the shareholder became aware that the decision of the General Meeting on the conversion was taken on the basis of the notification referred to in paragraph 2. ';

33.In Paragraph 19 (1), the second sentence is deleted.

34. In Article 19 (2), the word "procedure" shall be deleted; the words "within the time limit referred to in paragraph 1" and the words "form of notarial registration annexed to a conversion project with which the partner disagrees" shall be replaced by "written form."

35. In Article 19, the following paragraph 3 is added:

"(3) The notification of opposition to the transformation may include the withdrawal of a partner from the company pursuant to § 377. '

36. in Paragraph 20 (1):

"(1) Where, as a result of a merger or division, it is to intervene in the rights of the members or of some of them, or where, as a result of a merger or division, new obligations are to arise for all or some of the members, the consent of all the members whose legal status is thus amended shall be required for the merger or division. ';

37. In Article 20, the following paragraph 5 is added:

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Regulation Information

Citation	Act No. 355 / 2011 Coll., amending Act No. 125 / 2008 Coll., on Transformations of Commercial Companies and Cooperatives, as amended, and other related laws
Regulation Type	Law
Author	-
Collection	Code of Laws

Date of Promulgation	30.11.2011
Effective from	01.01.2012
Effective until	-
Status	Valid

Legal Areas: Securities Taxes Cooperatives (commercial law) Finance Economic (State) Civil law Civil law substantive Civil law of procedure Commercial law Trade Register Commercial companies Commercial liabilities Businessman, Company Judicial and Public Prosecutor's Office Administrative law Accounting Constitutional (state) law Fundamental human rights Business

The regulation text is for informational purposes only.