Decree No. 416 / 2011 Coll.
Order on documents which the Czech person involved in the cross-border conversion is obliged to submit to the notary for the issue of a certificate for cross-border conversion
Valid
Order
Effective from 01.01.2012
416
DECLARATION
of 9 December 2011
on the documents which the Czech person involved in the cross-border conversion is required to submit to the notary for certification for cross-border conversion
The Ministry of Justice provides pursuant to Section 388 of Act No. 125 / 2008 Coll., on Transformations of Commercial Companies and Cooperatives, as amended by Act No. 355 / 2011 Coll., ("the Act ') for the implementation of Section 59x (3) of the Act:
The Czech person involved in the cross-border transformation must submit the following documents to the notary before issuing a certificate for cross-border conversion pursuant to Section 59x (5) of the Act:
(a) if the data relating to the Czech person involved in the cross-border transformation referred to in the Commercial Register do not correspond to the fact, a written statement of the data in question and whether the application for registration or deletion of such data has already been submitted, including a copy of such a proposal,
(b) the full text of the founding documents of the Czech person involved in the cross-border transformation, or the affidavit of the Czech person involved in the cross-border transformation of the fact that the current full text was based on a collection of commercial register documents;
(c) documents certifying the publication of a cross-border conversion project on the website referred to in Article 33a of the Act and an alert for creditors, employees' representatives, or, where appropriate, employees' and members' rights under that law on the website referred to in Article 33 (3) or Article 33a of the Act;
(d) an affidavit by all members of the statutory body that it is not known that an application has been made for the annulment of a decision on the cross-border conversion or invalidity of a cross-border transformation, or that it is known that such a proposal has been made, proof that the proceedings for such a proposal have been definitively terminated, or that the application has been definitively rejected or rejected, or that the procedure is in progress and is at a stage, if that proposal has been made, or evidence that all the persons entitled have waived the right to make an application for the annulment of a decision on the cross-border transformation or invalidity of a cross-border transformation; and
(e) an affidavit by all members of the statutory body,
1. that information on cross-border transformations has been provided to employees or their representatives under Section 59n of the Act; and
2. whether the members or members have been alerted to the possible opinions of the employees' representatives, or if they are not, directly employees, of the cross-border conversion project or of the reports on cross-border transformation, and whether they have been able to become aware of the opinions before the vote on the approval of the cross-border conversion pursuant to Article 59o (2) or (3) of the Act; and
(f) the consent or authorisation of a public authority under another legislation, if required.
If the Czech legal person involved in cross-border transformation has the legal form of a public commercial company or a limited partnership, he shall also submit to the notary:
(a) the documents referred to in Article 78 (1) or (269) (1) of the Act and the affidavit of all members of the statutory body that the documents were delivered to the members within the statutory period 2 weeks before they were to approve the cross-border conversion;
(b) an affidavit by all members of the statutory body stating that the documents referred to in (a) have been published in accordance with § 78 (3) or § 269 (3) of the Act for a specified period of time on the company's website and that this website has enabled the documents to be downloaded and printed;
(c) an affidavit by all members of the statutory body that the documents provided for in point (a) have been published on the company's website in accordance with § 78 (3) or § 269 (3) of the Act, that the website did not allow the documents to be downloaded and printed and that the company fulfilled the obligations set out in § 78 (4) or § 269 (4) of the Act; or
(d) where the cross-border conversion is not subject to the approval of any of the members of the statutory body, a declaration of honour by all members of the statutory body that the notice referred to in § 33 (1) (b) or § 33a (2) (b) of the Act has been published in accordance with § 77a or 268 of the Act.
If the Czech legal person involved in cross-border transformation has the legal form of a limited liability company, he shall also submit to the notary:
(a) the documents referred to in § 93 or 285 of the Act and the affidavit of all members of the statutory body that they have been sent within the period provided for in § 197, 336d or 359c of the Act to all members of the limited liability company;
(b) an officially certified copy of the waiver of the right of the partner to send the documents referred to in (a);
(c) an affidavit by all members of the statutory body stating that the documents referred to in (a) have been published in accordance with Article 93a (2) or Article 285a (2) of the Act for a specified period of time on the company's website and that this site has enabled the documents to be downloaded and printed; or
(d) an affidavit by all members of the statutory body stating that the documents provided for in point (a) have been published on the company's website in accordance with § 93a (2) or § 285a (2) of the Act, that the website did not allow such documents to be withdrawn and printed and that the company fulfilled the obligations set out in § 93a (4) or § 285a (4) of the Act.
If the Czech legal person involved in the cross-border transformation has a legal form of a public limited company, he shall also submit to the notary:
(a) the documents referred to in § 119, 299 or 363 of the Act and the affidavit of all members of the statutory body that these documents were open-ended to all shareholders at the head office of the public limited company and at the general meeting of the public limited company which approved the project of cross-border conversion and that all shareholders were informed of their right to inspect and obtain copies and extracts of such documents free of charge;
(b) the documents referred to in § 119, 299 or 363 of the Act and the affidavit of all members of the statutory body that the documents referred to in § 119 (4), § 299 (4) or § 363 (4) of the Act were sent to all shareholders of the public limited company and other documents referred to in § 119 (4), § 299 (4) and § 363 (4) of the Act were notified to all shareholders of the public limited company's registered office and that all shareholders were informed of their right to inspect the documents if the cross-border conversion was approved by shareholders outside the general meeting;
(c) an affidavit by all members of the statutory body stating that the documents referred to in § 119, 299 or 363 of the Act were published on the company's website in accordance with § 119a, 299a or 363a of the Act and that the website allowed the documents to be downloaded and printed; or
(d) an affidavit by all members of the statutory body stating that the documents referred to in § 119, 299 or 363 of the Act were published on the company's website in accordance with § 119a, 299a or 363a of the Act, that the website did not permit the withdrawal and printing of those documents and that the company fulfilled the obligations set out in § 119 (2) or (3), § 299 (2) or (3) of the Act.
If the Czech legal person involved in cross-border transformation has the legal form of a cooperative, he shall also submit to the notary:
(a) the documents referred to in Article 169, 323 or 363 of the Act, if required, and the affidavit of all members of the statutory body of the fact that they were free to consult all members at the head office of the cooperative and at the membership meeting of the cooperative which approved the cross-border merger project and that all members were reminded of their right to consult and obtain copies and extracts of such documents free of charge;
(b) the documents referred to in Section 169, 323 or 363 of the Act, if required, and the affidavit of all members of the statutory body that the documents referred to in Section 169, 323 or 363 of the Act have been sent to all members of the cooperative if the cross-border conversion has been approved by the members of the cooperative outside the membership meeting;
(c) an affidavit by all members of the statutory body stating that the documents referred to in § 169, 323 or 363 of the Act were published on the website of the cooperative in accordance with § 169a, 323a or 363a of the Act and that the website provided for the withdrawal and printing of such documents; or
(d) an affidavit by all members of the statutory body stating that the documents referred to in § 169, 323 or 363 of the Act were published on the cooperative's website in accordance with § 169a, 323a or 363a of the Act, that the website did not allow the withdrawal and printing of those documents and that the company fulfilled the obligations set out in § 169 (2) or (3), § 323 (2) or (3) of the Act.
(1) The Czech legal person involved in the cross-border transformation is required to submit to the notary an affidavit by all the members of the statutory body of not issuing bonds. If the Czech legal person involved in the cross-border transformation has issued bonds, he is obliged to submit bonds instead of this declaration to the notary
(a) emission conditions and prospectus, if published;
(b) proof of a proper meeting of the bondholders;
(c) registration from the meeting of the bondholders;
(d) proof of publication of a notarial record certifying a meeting of the holders of the bonds, provided that it has been certified by a notarial record; and
(e) an affidavit by all members of the statutory body stating that the Czech legal person involved in the cross-border transformation has satisfied all claims of the bondholders who have applied for their early repayment within the period and under the conditions laid down in the bond law.
(2) If the meeting of the bondholders did not take place for reasons on the part of the bondholders, even though it was duly convened, the Czech legal person involved in the cross-border transformation is obliged to submit to the notary instead of the documents referred to in paragraph 1 (b). (c) to (e) an affidavit by all members of the statutory body of this fact, including a detailed description of the reasons for which the meeting of the bondholders did not take place.
(1) The Czech legal person involved in the cross-border conversion is required to submit a document to the notary and, if this is not possible, a declaration of honour by all members of the statutory body certifying that all claims and other rights of all known creditors have been secured or satisfied in accordance with the procedure laid down in § 35 to 39 of the Act or that creditors have waived or have not exercised the right to secure or satisfy their claims.
(2) The documents or statements of honour referred to in paragraph 1 shall include a list of the names of the creditors who have requested the provision of sufficient collateral and a description of the manner in which their claims have been adequately secured and, where appropriate, the reason for which the applicants have been excluded from the list of persons authorised to request the provision of sufficient collateral.
(1) The Czech legal person involved in cross-border transformation is obliged to submit to the notary:
(a) the contract on the extent of the right of influence of the staff of the successor legal person or the minutes of the negotiating committee's resolution;
(b) an affidavit by all members of the statutory body of all Czech legal entities involved in cross-border transformation that the deadline for the adoption of a resolution by the negotiating committee or for the conclusion of a contract on the extent of the right of influence of employees of the successor legal entity, or the decision of all legal entities involved in cross-border transformation, that the employees of the successor legal entity will have a right of influence after the registration of the cross-border transformation into the business register; and
(c) where the successor legal person has its registered office outside the territory of the Czech Republic, an affidavit by all members of the statutory body stating that the contract concluded on the extent of the right of influence of the employees of the successor legal person or the order of the negotiating committee is in accordance with the law of the Member State in which the successor legal person is to have his registered office.
(2) Paragraph 1 shall not apply where employees of a successor legal person are not required to have a right of influence in accordance with § 215, § 336g (2) or § 336ga (2) of the Act or under the law governing the legal situation of companies and cooperatives. In such a case, the Czech legal person involved in the cross-border transformation shall submit to the notary a declaration of honour by all the members of the statutory body.
(3) Paragraph 1 shall not apply where employees of a successor legal person are not to have a right of influence after effective cross-border transformations under the legal order applicable to the assessment of the right of influence. In such a case, the Czech legal person involved in the cross-border transformation shall submit to the notary a declaration of honour by all the members of the statutory body.
The Czech legal person involved in the cross-border transformation is obliged to submit a notary
(a) the minutes of the resolutions of the General Assembly or of the member meetings of all foreign persons involved in cross-border conversion, if they were held before the application for a cross-border conversion certificate was made and if they are or may be available; and
(b) copies of all actions to pay for the settlement which have been brought against the Czech legal person involved in the cross-border transformation, if the Czech person involved in the cross-border conversion is known.
The Czech person involved in the cross-border transformation is obliged to submit a notary
(a) a final decision by the competent public authorities which, under the law of the Czech Republic, are a condition for the effectiveness of the cross-border conversion project or a declaration by all members of the statutory body that no such decision is required; and
(b) enforceable decisions of the institutions of the European Union which are subject to the effectiveness of the cross-border conversion project under the directly applicable rules of the European Union, or a declaration by all the members of the statutory body that no such decision is required.
If the shareholders of the Czech public limited company participating in the cross-border conversion have the right to pay the top-up payment, the Czech public limited company participating in the cross-border transformation is obliged to submit to the notary the confirmation of the authorised person that the funds have been transferred to it at the necessary amount.
If the internal circumstances of the successor legal person are to be governed by the law of the Czech Republic, the Czech legal person involved in the cross-border transformation shall be required to submit to the notary a document certifying that he has secured a trader or a foreign person who is established in a Member State and whose business is in line with the business of the dealer through which the exchange of paper shares admitted to trading on the European regulated market takes place and that he has received all the necessary documents.
Decree No. 206 / 2008 Coll., on the documents which the Czech participating corporation is required to submit to the notary for certification at a cross-border merger, is hereby repealed.
This Decree shall take effect on 1 January 2012.
Minister:
JUDr. Pospíšil v. r.
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Regulation Information
| Citation | Decree No. 416 / 2011 Coll., on documents which the Czech person involved in the cross-border transformation is obliged to submit to the notary for the issue of a certificate for cross-border conversion |
|---|---|
| Regulation Type | Order |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 22.12.2011 |
|---|---|
| Effective from | 01.01.2012 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
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