Act No. 370 / 2000 Coll.
Act amending Act No. 513 / 1991 Coll., Commercial Code, as amended, Act No. 358 / 1992 Coll., on notaries and their activities (notarial order), as amended, Act No. 15 / 1998 Coll., on the Securities Commission and on the amendment and addition of other laws, as amended, Act No. 30 / 2000 Coll., Act No. 200 / 1990 Coll., on misconduct, as amended, Act No. 99 / 1963 Coll., Civil Code, as amended, and Act No. 328 / 1991 Coll., on bankruptcy and settlement, as amended
Valid
Law
Effective from 01.01.2001
370
THE LAW
of 14 September 2000
amending Act No. 513 / 1991 Coll., Commercial Code, as amended, Act No. 358 / 1992 Coll., on notaries and their activities (notarial order), as amended, Act No. 15 / 1998 Coll., on the Securities Commission and amending and supplementing other laws, as amended, Act No. 30 / 2000 Coll., Act No. 200 / 1990 Coll., on infringements, as amended, Act No. 99 / 1963 Coll., Civil Code, as amended, and Act No. 328 / 1991 Coll., on bankruptcy and settlement, as amended
Parliament has decided on this law of the Czech Republic:
Change of notarial order
Act No. 358 / 1992 Coll., on notaries and their activities (notarial order), as amended by Act No. 82 / 1998 Coll. and Act No. 30 / 2000 Coll., is amended as follows:
1. in Part VI, the following Sections 80a to 80f are inserted after Section 80, including the title and footnote (5a):
Notary registration of the decision of the legal entity
(1) The notary shall, upon request, draw up a notarial record of the decision of the body of a legal person where a specific law requires the acquisition of such notarial record.
(2) The notary is required to certify the existence of legal acts and formalities for which the legal person or, where appropriate, his authority is required and where the notary is present, including his or her comments on compliance with the legislation, and at the same time he or she is obliged to certify whether the decision of the body of the legal person on which the notarial registration is drawn up has been taken and to state whether or not the content of the decision is in accordance with the law and the founding documents of the legal person (5a).
(1) The notarial record of the decision of the body of a legal person must include:
(a) the name and surname of the notary and his seat;
(b) the place, date and year of the notary's notarial record;
(c) the business name or name, registered office, identification number of the legal person and the designation of the legal entity of the legal person whose decision is to be taken by notarial registration;
(d) an indication of how the existence of a legal person, the competence and the ability of its authority to take decisions has been verified;
(e) the place, date and year of the decision of the legal entity;
(f) the name, surname, residence, birth number and, if not, date of birth of the President and, where appropriate, witnesses, confidants and interpreters;
(g) a statement by the President that the legal person's authority is competent to take decisions, where appropriate, by protesting against that declaration or by protesting against the exercise of the right of vote by the person present at the hearing of the legal person and by protest of the person whose participation has not been admitted to or was not allowed to exercise the right to vote, indicating the name, surname and address of the person submitting the protest, indicating on behalf of whom the protest has been lodged, and the same information concerning the person against whom the protest has been raised;
(h) an indication of how the identity of the persons referred to in points (f) and (g) has been verified;
(i) the content of the legal person's decision;
(j) an indication of the outcome of the vote on the decision of the body of a legal person, indicating the number of votes to be cast and the number of votes to be recorded;
(k) a statement by a notary containing the particulars referred to in § 80a (2) or, where appropriate, a statement that these assumptions are not met and yet a notarial record is required on the notary,
(l) an indication that the notarial registration has been approved after reading by the President or, if not approved by him, and the reasons for its non-approval, or, where appropriate, that the chairman has not communicated the reasons to the notary,
(m) the signature of the President or, where applicable, an indication that the President refused to sign the notarial minutes, stating the reasons why he did not sign the notarial minutes or, where appropriate, that the chairman did not give the notarial reasons;
(n) the stamp and signature of the notary,
(o) other information, where provided for in specific legislation.
(2) Where more than one decision has to be taken in the course of one act by an authority of a legal person, the notary shall draw up a notarial record of all such decisions, unless the nature of the decisions taken excludes this procedure or unless the applicant requests separate notarial registration of each or several decisions.
(1) The legal person is obliged to submit to the notary no later than 5 working days before the date of the hearing of the legal entity
(a) the current extract from the commercial register of the legal person; where a legal person does not register, another document proving the existence of a legal person;
(b) founding documents in full version 5a) (hereinafter referred to as "founding documents"),
(c) evidence of changes in the authorities of a legal person, if such changes have occurred and are not yet entered in the Commercial Register;
(d) a document proving the right to act on behalf of a legal person who is a member of a legal person whose authority takes a decision and who is the authority in whose decision the member is involved;
(e) a copy of the invitation at the hearing of the legal person's authority, or a copy of the notice of such hearing, if the specific law of the invitation or notice requires, a proof of their distribution or publication;
(f) the draft decisions envisaged, except for those which, under the law, persons are legally entitled to apply them only directly to the proceedings of that institution.
(2) The President shall:
(a) conduct the proceedings of an authority of a legal person in such a way as to permit the acquisition of a notarial registration in the prescribed manner;
(b) if it does not approve or sign a notarial registration, state to the notarial the reasons for which it did not approve the notarial registration of the decision of the legal entity or, where appropriate, the grounds for which it did not sign the notarial registration.
(1) The notary may refuse to make a notarial record of the decision of the legal entity,
(a) unless a legal person submits to him the documents referred to in Article 80c (1);
(b) if the President, despite the notice of the notary, leads the deliberations of the legal person's body in a way which does not allow the notary record of the decision to be taken.
(2) If a notary refuses to register a notary on the decision of a legal person's authority for the reasons set out in paragraph 1, the provisions of Paragraph 55 (1) and (3) shall apply. The applicant shall be informed in writing of the reasons for the refusal to carry out the operation without his request for such communication.
(1) If a notary finds, in the course of the deliberations of an authority of a legal person which takes a decision on which a notarial registration is to be taken, that the conditions for taking the decision required by law or by the founding documents are not fulfilled, he shall inform the President thereof and shall put that fact in the notarial record. The same shall apply where the content of the proposed resolution or of the adopted resolution is contrary to legislation or to the instruments of incorporation.
(2) Where a legal person's authority does not vote on its decision on the basis of the advice of a notary referred to in paragraph 1, the notary shall draw up a notary's minutes with the requirements laid down in paragraphs 80b (a), (b), (c), (d), (f), (l), (m) and (n), indicating, in addition, the statement by the chairperson in accordance with paragraph 80b (g), how his identity has been established, the content of his instruction and the fact that a vote on the decision of the legal person's body has not been taken on the basis of that instruction.
Paragraph 71 applies mutatis mutandis and paragraphs 64 to 69 apply mutatis mutandis.
(5a) Paragraph 27a (2) (a) of the Commercial Code, as amended. '
2. The fourth and fifth sections in Part Six shall be designated as the fifth and sixth sections.
Amendment to the Securities Commission Act
Act No. 15 / 1998 Coll., on the Securities Commission and amending and supplementing other laws, as amended by Act No. 30 / 2000 Coll. and Act No. 362 / 2000 Coll., is amended as follows:
1. the following Section 7a is inserted after Section 7, including footnote 9a:
(1) State supervision of the Commission is subject to the fulfilment of the obligations laid down in the Commercial Code
(a) when adjusting the takeover offer and in cases where the provisions relating to the takeover offer apply mutatis mutandis or mutatis mutandis;
(b) when acquiring a share of the voting rights of companies whose shares are registered;
(c) for the purchase of own shares by, or controlled by, a public limited company;
(d) the public offer of subscription of shares.
(2) The Commission shall act in accordance with this Law in the exercise of the State control provided for in paragraph 1 and shall be entitled to impose the measures and penalties provided for by this Act and the Commercial Code.
(3) The Commission is entitled, on its own motion, to suspend the exercise of voting rights to a person who has not properly and in a timely manner fulfilled the obligation to notify a share of voting rights or to make a takeover offer, even though the law imposes such an obligation on him for a period of up to one year from the date on which the decision becomes final, if that is necessary to protect the interests of other shareholders, creditors or employees of the company. An appeal against this Decision shall not have suspensory effect. An enforceable decision suspending the exercise of voting rights shall also be sent by the Commission to the company in which the exercise of the voting rights of the obliged entity has been suspended and to the Securities Centre which shall publish it in the manner laid down in the Commercial Code for the publication of information on the share of voting rights of companies whose shares are registered.
(4) In its opinion on the offer of takeover or redemption submitted to it under the Commercial Code, the Commission is entitled to recommend or decide to require that the applicant or the target company (9a), until the results of the tender are published, publish additional information on the information already published in accordance with specific legislation and inform the Commission of the disclosure.
9a) § 183a (1) of Act No. 513 / 1991 Coll., Commercial Code, as amended. '
2. In the first sentence of Paragraph 9 (3), the words "for a breach of obligations under this Act 'are replaced by the words" for an infringement found'.
3. In Article 9, the following sentence is added at the end of paragraph 3: "Where the Commission exercises state supervision under a special law and is entitled to impose measures and penalties under both the specific law and that law, it shall be entitled to impose penalties in the form of fines only under that law. '
Amendment of the Civil Code
Act No. 2000 / 2000 Coll., Act No. 20 / 1975 Coll., Act No. 269 / 1996 Coll., Act No. 171 / 1993 Coll., Act No. 117 / 1994 Coll., Act No. 152 / 1995 Coll., Act No. 247 / 1995 Coll., Act No. 31 / 1996 Coll., Act No. 142 / 1995 Coll., Act No. 171 / 1995 Coll., Act No. 160 / 1995 Coll., Act No. 110 / 1995 Coll., Act No. 110 / 1995 Coll.
1. Paragraph 109 (2) (c) shall be replaced by a semicolon at the end of the period and the following words shall be inserted: "this shall not apply in the procedure for authorising the entry of a resolution on the increase in the capital or reduction of the capital in the Commercial Register under a special law. 33c) '.
2. In Article 200d (5), the words "or if he has not submitted an application for registration in a commercial register, even though he has been obliged to submit it under a special law 'shall be inserted after the words" Listin73'.
COMMON, TRANSITIONAL AND FINAL PROVISIONS
Common provisions
1. Where legislation uses the term "capital ', it means" capital'.
2. If the legislation uses the term "registered capital ', that means" registered capital'.
3. Where legislation in force before 1 January 2001 uses the term "trade name ', it shall, depending on the nature of the case, be understood as" business name' or "firm, name and surname of the natural person, including the supplement, or name of the legal person '.
4. If this law uses the term "annual accounts', it means" regular accounts'.
Transitional provisions to Part One
1. Changes to the terms resulting from Part One relating to the information entered in the Commercial Register shall be made by the Registration Court in the Commercial Register on its own motion and without proceedings no later than two years after the date of entry into force of this Law.
2. If such a law imposes an obligation on a person not to register on the date of entry into the Commercial Register, that person shall be required to submit an application for registration in the Commercial Register within six months of the date of entry into force of that Law.
3. Where that law imposes an obligation to register a fact which has not yet been registered in the Commercial Register or to deposit a document which has not yet been deposited in the Collection of Instruments, those to whom such an obligation attaches must submit an application for registration in the Commercial Register or deposit a document in the Collection of Instruments within one year of the date of entry into force of that Act, unless otherwise provided for in that Law. Such obligations shall not apply to the entries and documents relating to the transformation of legal persons under existing legislation.
4. The pre-printed commercial documents (§ 13a) which do not have the formalities laid down by this Act may be used for a maximum period of six months from the date of application of this Act. Entrepreneurs are obliged to adapt their company to the requirements of this Act within two years of the date of its entry into force.
5. If a company has already been established before the date of entry into force of this Act, the company shall continue to be established in accordance with the existing legislation unless the founders agree on a procedure under this Act.
6. If, before the date of entry into force of this Act, a decision has been taken to increase or reduce the company's capital, an increase or reduction in the registered capital shall be applied in accordance with the existing legislation, unless the general meeting decides within three months of the date of application of this Act that it is to be referred to under that law.
7. Where a decision has been taken to abolish or convert a company before the date of entry into force of this Act, the existing legislation shall be followed unless the members or the competent authority of the company decides within three months of the date of entry into force of this Act to apply the procedure under this Act. The reasons for the possibility of bringing an action for annulment of the general meeting's orders shall also apply to decisions to abolish the company without liquidation taken before the date of entry into force of this Act. The provisions of this Act on the protection of creditors and the provisions relating to top-up payments shall apply to cases where the decision to abolish the company was taken before the date of entry into force of this Act and has not yet been registered in the Commercial Register at the date of entry into force of this Act.
8. If a public proposal for a share purchase agreement has been made before the date of entry into force of this Act, the existing legislation shall be followed.
9. If a decision has been taken pursuant to Paragraph 186a before the date of entry into force of this Act, it shall be followed by the existing legislation.
10. If a notice of withdrawal pursuant to Paragraph 66 (1) has been received before the date of entry into force of this Act, it shall be followed by the current legislation.
11. If a control contract or profit transfer agreement has been concluded before the date of entry into force of this Act, the lease contract of the undertaking or part thereof shall be required to adapt it to the requirements of this Act, to submit a proposal for registration in the Commercial Register and to deposit the contract in the instrument collection within one year of the date of entry into force of this Act. The management or transfer agreement or lease agreement of an undertaking or part thereof shall be approved by the general meeting under this Act within one year of the date of entry into force of this Act, otherwise it shall cease to exist.
12. Paragraph 66a (14) and (15) on liability and liability shall apply to commitments after the date of entry into force of this Act.
13. If, before the date of entry into force of this Act, the proceedings for the annulment of a company pursuant to Paragraph 69b have been initiated, the court shall continue the proceedings under the provisions of this Invalidity Act.
14. The provisions on liability of members of a limited liability company under this Act shall not apply to liabilities arising before the date of entry into force of this Act.
15. The provisions of this Act on the form of a social agreement, a founding agreement, a statutes and their amendments shall not apply to social agreements, founding agreements, statutes and amendments which have been agreed or agreed before the date of entry into force of this Act.
16. Paragraph 120 (2) and (3) shall also apply to the shares acquired by or controlled by the company before the law takes effect.
17. Where proceedings under Paragraph 131, 183 or 242 have been initiated prior to the date of entry into force of this Act, the court shall continue the proceedings under this Act.
18. Limited liability companies and public limited liability companies, which have been created under existing legislation, are not obliged to raise capital up to the amount laid down by this law but cannot decide to reduce capital below the amount laid down by this law. However, if these companies will increase their capital after the Act is effective, they will increase it at least to the extent required by the Act.
19. If, on the date of application of this Act, one natural person is a single member of more than three limited liability companies or a single member of another company, he is obliged to bring his legal status into line with that law within two years of the date of entry into force of this Act, otherwise the court may, on its own motion, abolish and order them to be liquidated.
20. Companies are obliged to bring social agreements and statutes into line with the provisions of this Act within one year of the date of entry into force of this Act, unless otherwise the provisions of this Act result in otherwise the court may, on its own motion, abolish and order its liquidation. A member who misuses his position in a company or who binds the adaptation of a social contract or statutes to unjustified advantages and, as a result, thwarts the adaptation of a social contract or statutes to the requirements of this law shall be liable to the other members and creditors of the company for the damage they have suffered as a result of such conduct.
21. Unless otherwise provided for in this Act, the provisions of social agreements and statutes governing the rights and obligations of members or companies in contravention of the enforcement provisions of this Act shall cease to apply on the date of entry into force of this Act. This does not apply to the rules on the assembly of the general meeting.
22. If the shares in the name were stopped before the date of entry into force of this Act, the provisions of this Act shall apply to the sale of such shares.
23. If the owner of the share has requested in name the company's authority to grant the transfer agreement before the date of entry into force of this Act and the company's competent authority has not decided on the application within two months of the date of entry into force of this Act, the consent has been given.
24. If, before the date of entry into force of this Act, the shareholder has acquired the right to buy the shares in the name provided for in Section 156 (4) of the Commercial Code, the provisions of the existing legislation shall apply unless the parties agree within one month of the date of entry into force of this Act to apply this Act.
25. The current employee shares shall cease to be a special type of shares on the date on which the general meeting decides to change the employee shares into ordinary shares without special rights pursuant to Paragraph 158 or to decide to amend the statutes governing the acquisition of ordinary shares by employees of the company pursuant to Section 158 of this Act, but no later than two years after the date of entry into force of this Act. Until then, the current legislation shall apply to employee shares.
26. Where, as a result of the application of this law, a relationship between certain persons is established between the controlling and the controlled persons, although they have not been such persons under the current legislation, they are obliged to bring their relations into line with that law within six months of the date of entry into force of that law, if they have not yet had such an obligation. The controlled person shall be obliged to dispose of the shares or shares of the controlling person in his possession within 18 months of the date of entry into force of this law, otherwise the court may, on its own motion, revoke it and order its liquidation.
27. The controlled person shall be obliged to create a reserve fund required under this Act within 12 months of the date of entry into force of this Act, provided that, at the date of application of this Act, he has a commercial interest or shares of the controlling person in his or her assets and has not yet had that obligation, otherwise he or she shall dispose of those shares or shares without undue delay.
28. Those who, at the date of application of this Act, fulfil the conditions laid down by this Act for the creation of an obligation to make a takeover offer, even if they did not have it under the current legislation, are not obliged to make a takeover offer under this Act.
29. Persons who, at the date of application of this Act, fulfil the conditions for the establishment of a reporting obligation to participate in voting rights under the provisions of this Act shall be obliged to comply with the notification obligation imposed by this Act within six months of the date of entry into force of this Act, unless they are obliged to notify an increase or reduction in voting rights before the expiry of that period.
30. If, before the date of entry into force of this Act, a general meeting has been convened for the day after the date of entry into force of this Act and the text of the invitation to the general meeting cannot be changed, the existing legislation shall apply to the requirements of the invitation to the general meeting or the notification of its operation.
31. The provisions of this Act on agreements on the exercise of voting rights shall apply to agreements on the exercise of voting rights concluded before the date of entry into force of this Act.
32. The provisions of this Law on the burden of proof in relation to the demonstration of compliance with the obligation to act with the care of a proper operator shall not apply to acts which took place before the date of entry into force of this Act.
33. If, on the date of application of this Act, the members of the Supervisory Board of a public limited liability company elected by employees are persons who do not meet the requirements of this Act, their term of office shall end no later than 1 year after the date of entry into force of this Act.
34. If, on the date of application of this Act, the statutory body, its member or a member of another body of a legal person who is an entrepreneur, persons who do not comply with the requirements of this Act or special legislation, their duties shall end no later than 3 months after the date of entry into force of this Act.
35. The validity of commercial representation contracts concluded before the date of entry into force of this Act shall be assessed in accordance with existing legislation. The rights and obligations of the Contracting Parties under such contracts shall be governed by this law, unless the law allows the Contracting Parties to negotiate otherwise.
36. The provisions of this Act, which determine who may be a member of a public commercial company and an associate, shall not apply to persons who are such members on the date of application of this Act, unless, after the entry into force of this Act, they lose that capacity.
37. Licences of trade or other business authorisations issued on the date of application of this Act, or other authorisations, endorsements or similar documents in the name of natural persons shall not cease to be valid and may not be brought into conformity with § 8 et seq. of the Commercial Code.
38. The provisions of the Silent Community Treaties, which contravene the enforcement provisions of this Act, shall cease to apply on the date of entry into force of this Act.
39. Paragraph 369 (1) on interest on late payments shall also apply to relations arising before the application of this law, if it is late at any time from the date of application of this law.
Final provision
The Prime Minister is hereby authorised to declare in the Collection of Laws the full text of Act No. 513 / 1991 Coll., the Commercial Code, as it follows from the laws amending it.
Efficacy
1. This Law shall take effect on 1 January 2001, with the exception of Articles 21 (5), 27a (4), 28 (4) and 31a of the Commercial Code, as amended by that Act, and Article 109 (2) (c) of the Civil Code, as amended by that Law, Article VI (6), Article IX and Article X (7) thereof.
2. Paragraph 21 (5) of the Commercial Code, as amended by this Act, shall take effect on 1 February 2001.
3. Paragraphs 27a (4) and 28 (4) of the Commercial Code, as amended by this Act, shall become effective on the date of entry into force of the Treaty of Accession of the Czech Republic to the European Union.
4. Paragraph 183b (3) (a) of the Commercial Code, as amended by this Act, shall expire on the date of entry into force of the Treaty of Accession of the Czech Republic to the European Union.
5. X parts of the 7th of this Act take effect on the day of the publication of this Act.
Klaus v. r.
Havel v. r.
Zeman v. r.
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Regulation Information
| Citation | Act No. 370 / 2000 Coll., amending Act No. 513 / 1991 Coll., Commercial Code, as amended, Act No. 358 / 1992 Coll., on notaries and their activities (as amended, Act No. 15 / 1998 Coll., Act No. 99 / 1963 Coll., Civil Code, as amended, and Act No. 328 / 1991 Coll., on bankruptcy and settlement, as amended |
|---|---|
| Regulation Type | Law |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 25.10.2000 |
|---|---|
| Effective from | 01.01.2001 |
| Effective until | - |
| Status | Valid |
Legal Areas:
Securities
Cooperatives (commercial law)
Finance
Civil law
Civil law substantive
Civil law of procedure
Commercial law
Trade Register
Commercial companies
Commercial liabilities
Businessman, Company
Advertising, Marketing, Promotion
Self-administration
Administrative offences
Administrative law
Accounting
The regulation text is for informational purposes only.
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