Act No. 416 / 2022 Coll.
Law amending certain laws relating to the use of digital tools and procedures in company law and the functioning of public registers
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Law
Effective from 15.01.2023
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416
THE LAW
of 1 December 2022
amending certain laws relating to the use of digital tools and procedures in company law and the functioning of public registers
Parliament has decided on this law of the Czech Republic:
Amendment of the Trade Act
Act No. 1 / 2006, Act No. 1 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 5 / 2006, Act No. 6 / 2004, Act No. 6 / 2006, Act No. 6 / 2004, Act No. 6 / 2006, Act No. 6 / 2006, Act No. 6 / 2004, Act No. 6 / 1999, Act No. 6 / 1999, Act No. 6 / 1999, Act No. 6 / 1999, Act No. 5, Act No. 6 / 1999, Act No. 5, Act No. 6 / 1999, Act No. 5, Act No. 6 / 1999, Act No. 5, Act No. 5, Act No. 6, Act No 2006, Act No. 6, Act No. 6, Act No 2006, No 2006, Act No. 2006, No 2006, No 2006, No 2006, No 2006, No 2006, No 2006, No 1999, No. 6, No. 2006, No. 2006
1. In Paragraph 10, the sentence "If a person is entered in a commercial or similar register before the extract is issued, the trade office shall proceed in the case of a declaration of trade pursuant to § 47 and in the case of a licence application pursuant to § 53 and 54. 'shall be added at the end of paragraph 4.
2. In the first sentence of Article 10 (5), the words "the first sentence 'shall be inserted after the words" authorisation'; in the second sentence, the words "If no application for registration is submitted within 90 days of the date of receipt of the extract or if the application is not accepted 'shall be replaced by the words" If the person referred to in paragraph 4 of the first sentence is not registered in a commercial or similar register within 90 days of the date of notification of the trade or application for a concession'.
3. In Paragraph 46 (1) (f), the words "or in which it has placed a fissile plant of foreign persons in the Czech Republic 'are deleted.
4. In Paragraph 46 (2) (f), the words "the registered office address declared has already been entered in a commercial register or other register, if it is" deleted and the words "such registration" are replaced by "a commercial or similar register."
5. in Paragraph 46 (2), point (g) shall be deleted;
Points (h) to (k) shall be renumbered as points (g) to (j).
6. In Article 46 (6) and (7), "(g) and (i) 'is replaced by" and (h)';
7. In Article 47 (5) and (6) of the second sentence, the words "if a person has already been entered in a commercial or similar register, otherwise 'shall be inserted after the words" Article 10 (4)'.
8. In the last sentence of Paragraph 49 (1), "(g) and (i) 'is replaced by" and (h)'.
9. In the last sentence of Paragraph 56 (1), "(f) and (g) 'is replaced by" and (f)'.
Transitional provision
If the trade has been declared or the licence application submitted before the date of entry into force of this Act, the Act No. 455 / 1991 Coll., as effective before the date of entry into force of this Act, shall be followed.
Amendment of the Law on judicial fees
Act No. 20 / 2011, Act No. 15 / 2011, Act No. 15 / 2011, Act No. 15 / 2011, Act No. 15 / 2011, Act No. 15 / 2011, Act No. 15 / 2011, Act No. 15 / 2011, Act No. 15 / 2011, Act No. 15 / 2011, Act No. 15 / 2011, Act No. 15 / 2011, Act No. 15 / 2011, Act No. 15 / 2011, Act No. 15 / 2011, Act No. 15 / 2011, Act No. 15 / 2011, Act No. 15 / 2011, Act No. 15 / 2011, Act No. 15 / 2011, Act No. 15 / 2011, Act No. 15 / 2011 / 2011, Act No. 15 / 2011, Act No. 15 / 2011 / 2011 / 2011, Act No. 15 / 2011 / 2011, Act No. 15 / 2011 / 2011, Act.
1. In Paragraph 11 (1) (j), the words ", the organisational component of a foreign foundation, fund, institute or similar entity governed by the law of another State operating within the territory of the Czech Republic" shall be inserted after the word "Institute."
2. in Article 11 (1) (k):
"(k) the removal from the public register of a person, business plant, plant, plant, plant or trust fund or trust fund of a similar establishment governed by the law of another State and operating in the territory of the Czech Republic (hereinafter referred to as the" foreign trust fund "),"
3. in Article 11 (1), point (l) is deleted;
Points (m) to (o) shall be renumbered as points (l) to (n).
4. In Article 11 (1) (l), the words "or foreign trust fund 'shall be inserted after the word" fund'.
5. in Article 11 (2) (t), the words "or their subsidiary organisations" shall be deleted;
6. In Paragraph 11 (6), the text "paragraph 1 'is replaced by" point 1'.
7. In Article 11 (8) (d), the words "contain only the mandatory requirements laid down by the Civil Code and the Commercial Corporations Act 'are replaced by the words" corresponds to the model of a social contract under the Commercial Corporations Act'.
8. In the Annex, entry 11 (1) reads as follows:
"1. For the application to initiate proceedings in public register cases
| a) | za první zápis akciové společnosti do veřejného rejstříku | 12 000 Kč |
| b) | za první zápis jiné osoby nebo odštěpného závodu do veřejného rejstříku | 6 000 Kč |
| c) | za změny nebo doplnění zápisu | 2 000 Kč |
| d) | za zápis obchodní firmy řádně založené obchodní korporace učiněný před zápisem obchodní korporace do veřejného rejstříku | 1 000 Kč“. |
9. In the Annex, under heading 11 (2) (a), the words "and the holding fund 'are deleted.
10. In the Annex, the first words "points (d) and (e) 'in the first sentence of point 3 (11) shall be replaced by" points (c)' and in the second and third sentences the words "legal 'shall be deleted.
11. In the Annex, under heading 39 (1) (b), the word "persons' is replaced by the words" other persons or fissile plants' and the words "with the exception of a public limited liability company or association 'are deleted.
Amendment to the Commercial Corporation Act
Act No. 90 / 2012 Coll., on Companies and Cooperatives (Commercial Corporation Act), as amended by Act No. 458 / 2016 Coll., Act No. 33 / 2020 Coll. and Act No. 163 / 2020 Coll., is amended as follows:
1. In the second sentence of Paragraph 40 (4), the words "transferred to the account of retained earnings of past years' shall be replaced by the words" entered in the account against which it was originally entered and, if this is no longer possible, in the account of retained earnings of past years'.
Paragraph 46 reads as follows:
(1) A person who is a member of an institution and is elected, appointed or otherwise appointed (hereinafter referred to as the "member of an elected body") shall not be eligible for the exercise of his or her duties even if he or she is prevented from performing the duties of a member of the elected body of a trading corporation which is:
(a) a prohibition on a member of a management, control or administrative body of a legal person imposed by a decision of a public authority of the Czech Republic, another Member State of the European Union or of a State of the European Economic Area, or by a decision of an international organisation, as well as a prohibition on carrying out business activities in the field of business or in the field of activity corresponding to that of a commercial corporation;
(b) a prohibition on a member of a management, control or administrative body of a legal person, imposed by a decision of a public authority of another State on grounds similar to those for its imposition in the Czech Republic, as well as such a prohibition on carrying out business activities in the field of business or in the field of activity corresponding to the business or business of a commercial corporation;
(c) final conviction, unless the person is regarded as not being convicted for a criminal offence
1. embezzlement, fraud, insurance fraud, credit fraud, subsidy fraud, legalisation of proceeds from crime, legalisation of proceeds from crime by negligence, usury, infringement of the obligation to manage foreign property, infringement of the obligation to manage foreign property by negligence, damage to the creditor, advantage of the creditor, insolvency, infringement of insolvency proceedings, infringement of the obligation to make a true declaration of property,
2. tax, tax or foreign exchange,
3. against the binding rules of the market economy and the circulation of goods in contact with a foreign country; or
4. similar offences as referred to in points 1 to 3 abroad; or
(d) a decision to declare an bankruptcy in respect of the property of a person issued in the Czech Republic or a similar decision by a public authority of another State until the date of cancellation of the bankruptcy.
(2) Whoever is to become a member of an elected body of a trading corporation, a pre-founder or a trading corporation shall inform whether:
(a) is not unfit for office;
(b) there are facts which could reasonably lead to an obstacle to the performance of duties;
(c) in respect of his or her assets or assets of a legal person in which he or she has been a member of an elected body for the last 3 years, insolvency proceedings have been conducted under another law or similar proceedings abroad.
(3) A member of the elected body of a trading corporation shall inform the trading corporation of the fact referred to in paragraph 2 which occurred during the performance of its duties without delay after it has become aware of that fact. "
3. The following Section 46a is inserted after Section 46:
(1) Where a legal person is a member of an elected body of a capital company or cooperative, it shall, without undue delay, empower a single natural person who fulfils the requirements and conditions laid down by law for the member of the elected body itself to represent it in the institution. The provisions of the Civil Code on the consequences of incompetence and loss of competence for the performance of duties shall apply mutatis mutandis to representatives.
(2) A representative of a legal person who is a member of an elected body of a trading corporation will replace the damage caused by it to the trading corporation jointly and severally with the legal person it represents.
(3) The provisions of this Act on conflicts of interest, inadmissibility of competitive conduct and the provisions of the Civil Code and of this Act on the obligation to negotiate with the care of a proper operator and the consequences of infringements of that obligation shall apply to a representative of a legal person who is a member of an elected commercial body.
(4) Without the entry in the Commercial Register of a legal person representative referred to in paragraph 1, a legal person may not be entered in the Commercial Register as a member of an elected body of a capital company or cooperative.
(5) If the legal person does not authorise the representative referred to in paragraph 1 and if he is not registered within 3 months of the date on which the office was created, his office shall cease.
(6) Where a natural person authorised under paragraph 1 has been killed, the legal person shall, without undue delay, authorise another natural person to represent him in the institution; However, if this is not entered in the Commercial Register within 3 months of the date of expiry of the mandate of the previous representative, the legal person shall cease to be a member of the elected authority. ';
4. In Part One, Title I, the following Part 8 is inserted after Part 7:
Records of persons excluded
The registration of persons excluded from the function of a member of the elected body of a commercial corporation (hereinafter referred to as "the records of persons excluded ') is a public administration information system, the administrator of which is the Ministry of Justice.
Persons shall be entered in the records of the excluded persons,
(a) which, by decision of the court, have been excluded from the duties of a member of a statutory body under § 63 to 65;
(b) which has been imposed a prohibition of activity constituting an obstacle to the performance of duties;
(c) who have been convicted of an offence constituting an obstacle to the performance of their duties; or
(d) the assets of which have been declared bankrupt.
(1) The records of excluded persons shall be entered in:
(a) in the case of a natural person, the name, date of birth, birth number or similar unique identifier, if assigned, the address of the place of residence and, where applicable, residence, different from the place of residence, and citizenship;
(b) for a legal person, the name, identification number and registered office;
(c) the date of the creation of the obstacle to the performance of the duties;
(d) the date of termination of the obstacle to the performance of the duties, or the expected date of termination, if known in advance;
(e) the reason for the obstacle to the performance of duties;
(f) the name of the authority whose decision constitutes an obstacle to the performance of duties;
(g) an indication of whether it is an obstacle to the performance of the duties of a member of a particular elected authority or of a member of any elected authority;
(h) the scope of the obstacle to the performance of a function, where it is limited to a particular business or field of activity; and
(i) the date on which the registration was made.
(2) The information referred to in paragraph 1 (a) or (b) concerning a person excluded from the performance of his duties shall be kept in the register of excluded persons for 10 years from the date recorded as the date of expiry of the last obstacle to the performance of his duties.
(3) The data referred to in paragraph 1 (c) to (i) on the ceased obstacle to the performance of the duties shall be kept in the records of the excluded persons for 10 years from the date entered as the date of termination of the obstacle to the performance of the duties.
(1) The particulars of persons referred to in Article 70a (a) shall be entered in the records of the persons excluded by the court which has decided to exclude the person from office; the registration shall be carried out without undue delay.
(2) Data relating to persons referred to in Article 70a (b) and (c) shall be entered in the records of excluded persons by means of the interconnection of public administration information systems using the criminal record register or criminal record.
(3) Data on persons referred to in Article 70a (d) shall be entered in the records of excluded persons by means of the interconnection of public administration information systems using the insolvency register.
(1) Registration of persons excluded is not public.
(2) The Ministry of Justice will allow for remote access from the records of excluded persons
(a) a court for the purpose of judicial proceedings
1. an extract within the scope of the data on ongoing and terminated obstacles to the performance of the function;
2. confirmation that no data on the person is entered in the records of excluded persons or that there is no obstacle to the performance of the duties;
(b) notaries for the purpose of carrying out notarial activities under the law governing the status of notary and its activities
1. an extract within the scope of the data on ongoing impediments to the performance of the duties;
2. Confirmation that there is no entry in the records of excluded persons or that there is no obstacle to the performance of duties.
(3) The Ministry of Justice will also make available to the authority of another Member State of the European Union or of the European Economic Area, through a system of interconnection of registers established under Directive No 3 of the European Parliament and of the Council concerning certain aspects of commercial company law (3), whether a person is registered as an ongoing obstacle to the performance of his duties.
(1) The Ministry of Justice shall issue:
(a) an extract from the records of excluded persons to the extent of the information on the continuing and lost obstacles to the performance of the applicant's duties; or
(b) a certificate stating that no information on the applicant is entered in the register of excluded persons or that there is no obstacle to the performance of his duties.
(2) The request referred to in paragraph 1 may be made only by electronic means on a form published by the Ministry of Justice on its website. The application must be signed in a manner to which other legislation links the effects of handwritten signature (4).
(3) The extract or certificate referred to in paragraph 1 may only be obtained from the Ministry of Justice in electronic form.
(4) If the Ministry of Justice finds that the data entered in the records of excluded persons do not comply with the final decision, it shall correct them without undue delay; the appeal may be lodged by the registered person.
(5) The public administration contact point shall, upon request, issue a certified output from the records of excluded persons within the scope of the extract or certificate referred to in paragraph 1.
3) Articles 13i (4), 22 (1) and 24 of Directive (EU) 2017 / 1132 of the European Parliament and of the Council of 14 June 2017 on certain aspects of company law, as amended.
4) For example, Article 18 (2) of Act No. 300 / 2008 Coll., on Electronic Operations and Authorised Conversion of Documents, Article 6 (1) of Act No. 297 / 2016 Coll., on Trust Services for Electronic Transactions, as amended by Act No. 261 / 2021 Coll. '
Parts 8 to 10 are referred to as Parts 9 to 11.
5. In Paragraph 77, the words "Part 8 'are replaced by the words" Part 8'.
6. In Article 146, the following paragraph 4 is added:
"(4) The Ministry of Justice shall publish on its website a model of a social contract which may be used to establish a company."
7. In the second sentence of Paragraph 149 (3) and in the second sentence of Paragraph 309 (2), the words "transferred to the account of retained earnings from previous years' shall be replaced by the words" accounted for in favour of the account against which it was originally booked and, if this is no longer possible, for the account of retained earnings from previous years'.
Transitional provisions
1. If, on 1 July 2023, a person who is a member of a commercial corporation and has been elected, appointed or otherwise appointed (hereinafter referred to as "a member of an elected body ') is not eligible for office under Article 46 (1) of Act No. 90 / 2012 Coll., as effective from 1 July 2023, he shall inform the commercial corporation in accordance with Article 46 (3) of Act No. 90 / 2012 Coll., as effective from 1 July 2023, until 1 July 2023, and its function shall expire 3 months after 1 July 2023.
2. Data relating to persons under Section 70a (a) of Act No. 90 / 2012 Coll., as effective from 1 July 2023, which created an obstacle to the performance of duties within the meaning of Section 46 (1) of Act No. 90 / 2012 Coll., as effective from 1 July 2023 until 1 July 2023, shall be entered in the register of excluded persons.
3. For the purposes of this Regulation, the following definitions apply:
Amendment of the Act on public registers of legal and natural persons and on the registration of trust funds
Act No. 304 / 2013 Coll., on public registers of legal and natural persons and on the registration of trust funds, as amended by Act No. 87 / 2015 Coll., Act No. 192 / 2016 Coll., Act No. 298 / 2016 Coll., Act No. 368 / 2016 Coll., Act No. 460 / 2016 Coll., Act No. 303 / 2017 Coll., Act No. 287 / 2018 Coll., Act No. 33 / 2020 Coll., Act No. 527 / 2020 Coll., Act No. 37 / 2021 Coll. and Act No. 96 / 2022 Coll., is amended as follows:
1. In Article 2 (1), the words "and the organisational part of a foreign foundation, fund, institute or similar entity governed by the law of another State operating within the territory of the Czech Republic" shall be inserted after the word "Republic."
2. In Article 2 (3), the second sentence is deleted.
3. In Article 2 (4), the words "and the manner of publication of documents in the list of documents' shall be inserted after the word" registration '.
4. At the end of § 3a, the sentence "The Ministry of Justice shall ensure that data enabling the allocation of a unique European identification code (21) are simultaneously facilitated in the procedure described in the first sentence. '
Footnote 21 reads as follows:
"(21) Commission Implementing Regulation (EU) 2021 / 1042 of 18 June 2021 laying down detailed rules for the implementation of Directive (EU) 2017 / 1132 of the European Parliament and of the Council as regards technical specifications and procedures for the system of interconnection of registers and repealing Commission Implementing Regulation (EU) 2020 / 2244."
5. In the second sentence of Article 8 (2), the words "until the 16th day 'are replaced by the words" until the 15th day'.
6.
Eligibility to be a member of a legal person's body shall be evidenced by a declaration of honour of the person to be registered. ';
7. In Paragraph 18, the present text becomes paragraph 1 and the following paragraph 2 is added:
"(2) Forms shall be completed on the website of the Ministry of Justice."
8. In the second sentence of Paragraph 22 (1), the words "in what format the documents are submitted in electronic form 'shall be inserted after the words" and the words "applications for registration and' shall be deleted.
9. In Paragraph 25 (1), the word "a 'shall be deleted at the end of point (j).
10. In Paragraph 25, at the end of paragraph 1, the dot is replaced by "a 'and the following point (l) is added:
"(l) the time at which the registration was made available.";
11. in Article 27 (1), the words "if they so request" shall be added at the end of the introductory part of the provisions.
12. In Paragraph 29, the following paragraph 2 is inserted after paragraph 1:
"(2) A foreign association will also be registered
(a) the law of the State to which the foreign association is governed and, where the right of registration or of a person is registered, the registration in which the foreign association is registered and the registration number; and
(b) the cessation of the activities of a foreign association in the Czech Republic. "
Paragraph 2 shall become paragraph 3.
13. in Paragraph 30 (c), the words "or if a foreign association is entered in the register" shall be inserted after the word "foreign association";
14. in Paragraph 30 (e), the words "the written data required" shall be replaced by the words "the person entitled to act as a foreign branch association within the scope of the written data required."
15. in Paragraph 30 (g), the words "bankruptcy declaration or" shall be deleted, after the word "opening" shall be inserted the words "insolvency or" and after the words "subsidiary association" shall be inserted the words "declaration and cancellation of bankruptcy or other similar decision concerning a foreign association or foreign branch association";
16. In Paragraph 31, the current text becomes paragraph 1 and the following paragraph 2 is added:
"(2) The organizational components of foreign foundations, foundations and their structures or functions of similar persons governed by the law of another State operating in the territory of the Czech Republic (hereinafter referred to as the" Foreign Funding ") shall also be entered in the Foundation Register. '
17. In Paragraph 32, the current text becomes paragraph 1 and the following paragraph 2 is added:
"(2) The application for registration of the organisational component of foreign funding is submitted by foreign funds."
18. At the end of § 33, the words "or in § 32 (2) 'are added.
19. The following Section 34a is inserted after Section 34:
Facts entered in the Foundation Register of the Organising Unit of Foreign Funding
The organisational component of foreign funding shall be entered in the Foundation Register.
(a) the designation, if different from the name of the foreign fund, and the registered office or location of the organisational component of the foreign fund and its identification number;
(b) the name and address of the foreign fund;
(c) the law of the State under which the foreign fund is governed and, where the foreign fund is registered, the registration and registration number of the foreign fund;
(d) the purpose and, where appropriate, the subject matter of the foreign funding activity;
(e) where proposed, the purpose and, where appropriate, the subject matter of the activity of the external funding organisation;
(f) an indication of the person authorised to act for a foreign fund within the scope of the written data required by this law with a member of the statutory body;
(g) the amount of the endowment capital where it is compulsorily created under the law of the State under which the foreign fund is governed;
(h) the cancellation of foreign funds, the appointment, identification and authorisation of the liquidator and the termination of the liquidation of foreign funds;
(i) opening insolvency or other similar proceedings relating to foreign funding, declaration and cancellation of bankruptcy or an indication of another similar decision concerning foreign funding; and
j) the cessation of activities of the organizational component of foreign funding in the Czech Republic. "
20. In Paragraph 35, the current text becomes paragraph 1 and the following paragraph 2 is added:
"(2) Organisational branches of foreign institutions and their structures or functions of similar persons governed by the law of another State operating in the territory of the Czech Republic (hereinafter referred to as the" Foreign Institute ") shall be entered in the register of institutes. '
21. In Paragraph 36, the current text becomes paragraph 1 and the following paragraph 2 is added:
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Regulation Information
| Citation | Act No. 416 / 2022 Coll., amending certain laws relating to the use of digital instruments and procedures in company law and the functioning of public registers |
|---|---|
| Regulation Type | Law |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 16.12.2022 |
|---|---|
| Effective from | 15.01.2023 |
| Effective until | - |
| Status | Valid |
Parliamentary Paper:
Paper No. 139
The regulation text is for informational purposes only.
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