Act No. 627 / 2004 Coll.
European Society Act
Valid
Effective from 14.12.2004
Contents
ČÁST PRVNÍ
HLAVA I
§ 1
§ 2
§ 3
§ 4
§ 5
§ 6
§ 7
§ 8
§ 9
HLAVA II
§ 10
§ 11
§ 12
§ 13
§ 14
HLAVA III
§ 15
§ 16
§ 17
§ 18
§ 18a
HLAVA IV
§ 19
§ 20
§ 21
HLAVA V
§ 22
HLAVA VI
Díl 1
§ 23
§ 24
§ 25
Díl 2
§ 26
Díl 3
§ 43
§ 44
HLAVA VII
§ 45
ČÁST DRUHÁ
HLAVA I
§ 46
HLAVA II
§ 47
§ 48
§ 49
§ 50
§ 51
§ 52
§ 53
§ 54
HLAVA III
§ 55
§ 56
§ 57
§ 58
§ 59
§ 60
§ 61
§ 62
HLAVA IV
§ 63
§ 64
ČÁST TŘETÍ
§ 65
§ 66
ČÁST ČTVRTÁ
§ 67
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627
THE LAW
of 11 November 2004
on a European company
Parliament has decided on this law of the Czech Republic:
EUROPEAN COMPANY AND PROVISIONS APPLICABLE TO THE COUNCIL OF THE EUROPEAN UNION REGULATION ON THE STATUTE OF THE EUROPEAN COMPANY
INTRODUCTORY PROVISIONS
Subject matter
(1) This law regulates the legal situation of a European company, unless it is governed by Council Regulation (EC) No 1 on the Statute of a European Society ("the Council Regulation ') and by a Council Directive supplementing the Statute of a European Company with regard to the involvement of employees (" the Council Directive').
(2) The provisions of the specific legislation on the conditions of activity of organisations with an international element cannot be applied to European society. 3)
General provisions
For the purposes of this Act:
(a) by reference to the Council Directive, a reference to the provisions of Part Two of this Act;
(b) the Member State of the European Community shall also be the States of the European Economic Area (hereinafter referred to as the Member State).
(1) The establishment of a European company which will have its registered office in the Czech Republic may also be a company, 4) which does not have its main management in the territory of a Member State, if it is established under the law of a Member State of the European Union, has its registered office in the same Member State and has a permanent and effective relationship with the economy of a Member State.
(2) If the notary adopts a minutes of the decision of the general meeting approving the statutes of a European company to be established outside the Czech Republic or to amend them, he shall not be obliged to certify compliance of the statutes or amendments thereto.
Where a Board of Directors is referred to in this Act, this shall be understood, as the case may be, to be the Management Board or the Chairman of the Management Board, the Director or any other body of a legal person having a similar jurisdiction, depending on the legal form of that person. Where the Supervisory Board is referred to, it shall be understood, as the case may be, to be the Management Board or any other body having similar powers of control, depending on the legal form of the legal person in question.
Repeal of European society by court decision
A European company registered in the Czech Republic must have its main administration at the place of its registered office. If that is not the case, it shall be called upon by the court with which it is registered (hereinafter referred to as the "Registry Court ') and by its own motion for redress. If a European company disobeys and fails to take the measures imposed by a court pursuant to Article 64 (1), it shall: The Council Regulation shall, within a reasonable period to be determined by the Court for that purpose, be repealed by the Court of First Instance by its decision and by its own motion and appoint a liquidator.
If the statutes of a European company conflict with an agreement on the manner and extent of employee involvement concluded under Part Two of this Act, the Board of Directors or the Management Board shall, without undue delay, bring the statutes into line with this Agreement; The General Assembly shall not decide on such a change. Infringement of this obligation is a reason for which the court may decide, on its own motion, to abolish the European company and appoint its liquidator. The provisions of the Civil Code on the abolition of legal persons (5) shall apply mutatis mutandis.
Entry into and publication of the Commercial Register
The European company to be registered in the Czech Republic shall be entered in the Commercial Register; the data entered and the content of the documents stored shall be published in the Trade Bulletin. The provisions of specific legislation shall apply to entries in the Commercial Register, to proceedings in matters of the Commercial Register and to publication in the Commercial Bulletin, unless otherwise specified.
(1) In addition to the information provided for in the Council Regulation and the data registered under the Act governing the register of equity companies (7), the fact that the function of a member of the Supervisory Board is temporary shall be entered in the Commercial Register.
(2) In addition to those provided for in the Council Regulation, the draft transfer of registered office and the resolution of the General Assembly on the approval of the draft transfer of registered office shall be incorporated into the collection of documents held for each European company.
Reporting to the Office for Official Publications of the European Communities
The Registry Court shall, for the purposes of publication in the Official Journal of the European Communities, notify the Office for Official Publications of the European Communities of the registration or erasure of a European company or of the registration or deletion of the registered registered office of a European company in the event of its transfer in accordance with Article 8 of the Council Regulation, at the expense of the applicant.
REMUNERATION
The draft transfer of the registered office must be placed in the collection of the commercial register documents and published in the Commercial Journal in the Council Regulation, the deadline preceding the day of the general meeting to decide on the transfer.
The Board of Directors or the Board of Directors of a European company shall, without undue delay after the decision of the General Assembly on the transfer of the registered office, propose registration in the Commercial Register.
Shareholders who voted against the transfer of registered office of a European company shall be protected within the meaning of Article 8 (5). Council Regulation in accordance with the provisions of the Act on the Transformation of Commercial Companies and Cooperatives on the Obligatory Purchase of Shares by the acquiring company in the merger. A public draft contract shall be made by the European company within 2 weeks of the date of the general meeting which approved the proposal for the transfer of the registered office.
Protection of creditors
The creditors of a European company moving its registered office from the territory of the Czech Republic shall be protected within the meaning of Article 8 (7). The Council Regulation on the basis of the appropriate application of the provisions of the Act on the Transformation of Commercial Companies and Cooperatives on the Protection of Creditors in the Merger of public limited liability companies prior to the entry into the Commercial Register, providing that authorised creditors may require collateral within 3 months of the publication of the draft transfer of registered office pursuant to Article 10.
(1) Certificates referred to in Article 8 (8) The Council regulation is a public instrument and is issued by a notary on the basis of documents submitted to it.
(2) The certificate must contain:
(a) the name and surname of the notary and his seat;
(b) the place, day, month and year in which the notary has written the certificate;
(c) the company or name, the identification number of the person (hereinafter referred to as the "identification number") and the registered office of the European company issuing the certificate;
(d) an indication of how the existence of a European company has been verified;
(e) a statement by the notary stating that all operations and formalities must be carried out prior to the transfer of the registered registered office of a European company under Council Regulation, this Act and specific legislation; the notary's declaration shall also indicate what acts and formalities have been carried out and completed and on the basis of which documents have been verified;
(f) the stamp and signature of the notary.
(3) The implementing legislation provides for documents evidencing the performance of the prescribed operations and completion of the formalities to be submitted by the European company to the notary for certification.
ESTABLISHMENT OF THE EUROPEAN FUSION COMPANY
Appointment of an expert and drawing up an expert report pursuant to Article 22 Council regulations shall apply the provisions of the Merger and Co-operative Transformation Act on an expert for a merger and an expert report on a merger mutatis mutandis.
(1) The certificate referred to in Article 25 (2) of the Council Regulation is a public instrument issued by the notary. In addition to the formalities laid down in the Council Regulation, the certificate shall contain:
(a) the name and surname of the notary and his seat;
(b) the place, day, month and year in which the notary has written the certificate;
(c) the company or name, identification number and registered office of the company concerned to which the certificate is issued;
(d) an indication of how the existence of the company concerned was verified,
(e) a declaration by the notary containing a certificate of completion of all the operations and completion of the formalities which must be carried out and carried out before the merger in accordance with Council Regulation, this Law and specific legislation; the notary's declaration shall also indicate what acts and formalities have been carried out and completed and on the basis of which documents have been verified;
(f) the stamp and signature of the notary.
(2) The implementing legislation lays down which documents to support the performance of the prescribed operations and the completion of the formalities must be submitted by the company concerned to the notary for certification.
Protection of minority shareholders and creditors
(1) Under the conditions laid down in Article 25 (3) The Council Regulation applies mutatis mutandis to a participating company which has its registered office in the Czech Republic to the adjustment of the right to a settlement under the Act on the Transformation of Companies and Cooperatives, with the fact that an action for resettlement may be brought no later than three months from the date of the general meeting which approved the draft terms of merger, otherwise that right shall cease.
(2) If the conditions laid down in Article 25 (3) of the Council Regulation are not met, the application for annulment of the resolution of the general meeting which approved the draft terms of merger may also be justified by the fact that the exchange ratio of shares and surpluses is not adequate or that the data relating to the exchange ratio of shares in the merger report, the merger review report or the expert report do not comply with the legislation. Where the conditions laid down in Article 25 (3): The Council's regulation shall not be complied with until after the general meeting which approved the draft terms of merger has been approved, the General Assembly may, for the reasons set out in the previous sentence, proceed only if it changes its subject matter in the proceedings referred to in paragraph 1.
(3) The protection of minority shareholders of a participating company based in the Czech Republic who voted against the approval of the merger project is adequately governed by the arrangements for the purchase of shares by the acquiring company under the Act on the Transformation of Commercial Companies and Cooperatives.
(4) If the registered seat of a European company resulting from a merger outside the Czech Republic is to be registered, Article 13 shall apply mutatis mutandis to the protection of creditors.
In the case referred to in Article 30 (2): The Council's regulation may abolish the European society even on its own motion. At the same time, the court will appoint a liquidator.
(1) Compliance with the statutory requirements for registration of a European company established by a merger in the Commercial Register shall be certified by a notary who has issued a certificate pursuant to Paragraph 16 or by another notary when a European company is registered in the Commercial Register. The certificate shall be a public instrument.
(2) The notary shall issue a certificate at the request of the company concerned on the basis of the documents submitted to him. The implementing act lays down the documents evidencing that:
(a) the draft terms of merger have been approved by all the companies concerned, as amended;
(b) the manner and extent of involvement of employees of the European company has been established in accordance with this law;
(c) has been submitted by all Czech participating companies with certificates issued pursuant to Article 16;
(d) have been presented by all foreign participating companies with certificates issued by the competent public authorities for each foreign participating company;
(e) the other requirements required by the Czech legal order for the registration of a European company in the Commercial Register are met.
(3) The certificate on the legality of the completion of the establishment of a European merger company contains:
(a) the name and surname of the notary and his seat;
(b) the place and date of drawing up of the certificate of legality for the completion of the establishment of a European merger company;
(c) companies, offices, identification numbers and legal forms of all Czech participating companies and firms, or names, offices and legal forms of all foreign participating companies,
(d) the list of documents submitted to the notaries for certification,
(e) the notary's statement that he personally convinced himself that:
1. The draft terms of merger were approved by all the companies concerned, as amended,
2. the manner and extent of involvement of employees of the European company has been established in accordance with this Act;
3. it has been presented by all Czech participating companies with certificates issued pursuant to § 16;
4. it has been presented by all foreign participating companies with certificates issued by the competent public authorities for each foreign participating company;
5. the other requirements required by Czech law for registration of a European company in the Commercial Register are fulfilled.
(4) A notary shall refuse to issue a certificate of the legality of the completion of the establishment of a European company by a merger in accordance with the procedure laid down in a separate law if the companies concerned do not submit to him the prescribed documents or other documents by a notary to issue the certificate reasonably required.
ESTABLISHMENT OF THE HOLDING EUROPEAN COMPANY
Appointment of an expert and drawing up an expert report pursuant to Article 32 (4) Council regulations shall apply the provisions of the Merger and Co-operative Transformation Act on an expert for a merger and an expert report on a merger mutatis mutandis.
The Board of Directors of each company which has initiated the establishment of a European holding company and which has its registered office in the Czech Republic shall submit a proposal to register the fulfilment of the conditions for the establishment of a European holding company pursuant to Article 33 (3). The Council Regulation shall enter into the business register without undue delay after the shareholders or holders of shares have transferred the minimum shares or shares of each company in accordance with the project set up pursuant to Article 33 (2) of the Council Regulation and all other conditions have been met.
(1) The decision of the General Assembly pursuant to Article 32 (6) of the Council Regulation in a company which has initiated the establishment of a European holding company and which has its registered office in the Czech Republic must be adopted by the same majority as the draft terms of merger under the Act on the Transformation of Commercial Companies and Cooperatives, and must be registered as the decision of the General Assembly on the merger.
(2) In order to protect minority members who voted against the establishment of a European holding company in a company which initiated the establishment of a European holding company and which has its registered office in the Czech Republic, the provisions of the Act on the conversion of commercial companies and cooperatives on the protection of minority shareholders in the merger of a public limited company and a limited liability company shall apply mutatis mutandis.
AMENDMENT OF THE ACTION COMPANY TO THE EUROPEAN COMPANY
Appointment of an expert pursuant to Article 37 Council Regulations shall apply mutatis mutandis to the provisions of the Merger Act and the Merger Cooperative Act.
STRUCTURE OF THE EUROPEAN COMPANY
Dualist system
By way of derogation from Article 39 (2) of the Council Regulation, the statutes of a European company may determine that members of the board of directors of a dualistic European company shall elect and withdraw the general meeting. The provisions on the selection of members of the bodies of the European company shall be without prejudice to the staff.
Member of the Supervisory Board designated by the Supervisory Board pursuant to Article 39 (3) The Council Regulation may only act as a member of the Board of Directors until the next meeting of the institution within whose jurisdiction the election or appointment of a new member of the Board is to be held. That authority shall be obliged to elect or appoint a new member of the Board at the next meeting. Otherwise, the right of a member of the Supervisory Board to serve as a member of the Board of Directors shall cease on that date and, under the conditions laid down by law governing the legal situation of companies and cooperatives, the missing member shall be appointed by the court.
Each member of the Supervisory Board shall have the right to information with regard to the Board of Directors pursuant to Article 41 (3) of the Council Regulation, where this is necessary for its activities in the Supervisory Board and in the interest of the company. In the event of a dispute, the court shall decide on the right to information of a member of the Supervisory Board, either on its proposal or on the proposal of the Board of Directors.
Monitor system
The Management Board of the European Society shall have at least three members. The Statutes shall determine the number of members of the Management Board which may not exceed 18.
General meeting
(1) The right to request the assembly of the general meeting and to determine the agenda of the meeting is for the shareholders of the European company under the conditions laid down by the law governing the legal situation of companies and cooperatives.
(2) The first general meeting may take place at any time within 18 months of the creation of European society.
The relevant provisions of the law governing the legal situation of companies and cooperatives on the vote on the amendment of the statutes of a public limited company shall apply to the vote on the amendment of the statutes, unless Article 59 of the Council Regulation requires a higher number of votes.
AMENDMENT OF THE EUROPEAN COMPANY IN ACTIVITIES
Expert's report
Appointment of an expert and drawing up an expert report pursuant to Article 37 Council regulations shall apply the provisions of the Merger and Co-operative Transformation Act on an expert for a merger and an expert report on a merger mutatis mutandis. The expert report shall contain the findings referred to in Article 66 (5) of the Council Regulation.
ENFORCEMENT OF STAFF OF THE EUROPEAN COMPANY
GENERAL PROVISIONS
(1) Employees of a European company registered in the territory of the Czech Republic, its subsidiaries and employees working in the organisational components of a European company business establishment (hereinafter referred to as "employees of a European company") are entitled to participate in European company matters within the limits laid down by this law. This right shall be implemented in a manner agreed in accordance with Title II or as laid down in Titles III and IV of this Part.
(2) For the purposes of this Act, involvement shall mean the methods and procedures by which the Staff Committee or the representatives of employees of a European company or employees of a European company may, in accordance with an agreement on the manner and extent of the involvement of employees of a European company pursuant to Article 54 (2), unless the Staff Committee is established, act on decisions of the bodies of a European company. Involvement shall include the right to information and consultation, and shall also, if provided for by an agreement on the manner and extent of the involvement of employees of a European company under Paragraph 54 or this Act, the right to be elected and or to appoint or recommend, or to disagree with the election or appointment of members of the administrative or supervisory board of a European company (hereinafter referred to as the "influence on the composition of the bodies of a European company '). The right to information and consultation shall apply to matters relating to a European company as a whole, its subsidiaries or the organisational components of a commercial establishment (hereinafter referred to as" the establishment') in the territory of another Member State, or which exceed the powers of decision-making bodies in one Member State.
(3) Information must be provided and discussed in sufficient time to enable the negotiating committee, the staff committee or the representatives of the staff or staff members to properly assess the information provided in accordance with the procedure agreed pursuant to Article 54 (2) and express their views before the planned measures. The negotiation shall mean the establishment of a dialogue and exchange of views between the negotiating committee, the staff committee, the representatives of employees or employees and the competent authority of the European company, at the time, in a manner and on the content enabling the negotiating committee, the staff committee, the representatives of employees or employees to express an opinion on the planned measures of the competent authority which can be taken into account in the decision-making process within the European company on the basis of the information provided.
(4) For the purposes of this Part of the Act, an employee shall mean a person in employment. This definition applies only as regards the legal situation in the Czech Republic.
(5) For the purposes of this Part of the Act, a subsidiary is a company whose activities are affected by another company. It is considered that the decisive influence on the activities of another company is exercised by a company which:
(a) be directly or indirectly involved in more than half of the company's capital;
(b) has majority voting rights resulting from the share of the company's capital; or
(c) may appoint more than half of the members of the administrative, management or supervisory body of that company.
(6) Where several companies from the same group fulfil one of the conditions set out in the second sentence of paragraph 5, the company which exercises the decisive influence shall be considered to fulfil the condition set out in paragraph 5 (c), unless it is demonstrated that the decisive influence is exercised by another company.
(7) For the purposes of applying paragraph 5, the rights of voting rights of a company or the right to appoint members of a company body shall also be those which may be exercised by its subsidiaries or persons or bodies acting on behalf or on behalf of that company or on behalf of its subsidiaries.
(8) A company referred to in Article 3 (5) (a) or (c) of Council Regulation (EEC) on the control of the merger of undertakings (16) or a company whose influence results solely from the performance of obligations imposed by the law of the Member State concerned in the performance of its duties in connection with the liquidation, cessation of payments, insolvency proceedings or similar proceedings shall not be regarded as a company exercising a decisive influence on the activities of another company.
(9) Whether a company exercises a decisive influence on the activities of another company shall be determined in accordance with the law of the Member State governing the internal circumstances of the company under consideration. If the internal circumstances of the company under consideration are not governed by the law of the Member State, the law of the Member State in whose territory the company under consideration is located shall apply. If the company under assessment is not represented in any Member State, the law of the Member State in which the main administration of the company in the group belonging to the company under assessment, which employs the highest number of employees, shall apply.
ARRANGEMENTS CONCERNING THE EMPLOYMENT OF THE EUROPEAN COMPANY
Negotiation Committee
(1) In negotiations on the involvement of employees of a European company, it represents employees of legal entities directly involved in the creation of a European company ("participating legal entities'), employees of companies to become subsidiaries of a European company (" the subsidiaries concerned '), and employees working in the organisational components of the plant to become the organisational components of a European company ("the organisational elements of the plant'), the negotiating committee. The negotiating committee shall consist of representatives of the employees of the participating legal entities and of the subsidiaries concerned and of representatives of the employees working in the organisational components of the plant concerned.
(2) Unless otherwise provided, the provisions of this Title shall apply only to the negotiations on the involvement of employees of a European company which has or will have its registered office in the Czech Republic.
(3) The managing authorities of the participating legal entities shall, without undue delay, after publication of the draft merger or the establishment of a European holding company or the approval of the draft establishment of a subsidiary of a European company or the change of a public limited company into a European company (hereinafter referred to as the "proposal to establish a European company '), be required to take the necessary steps to open negotiations with the representatives of their employees, the employees of the subsidiaries concerned and the employees working in the organisational elements of the plant concerned for the future involvement of the employees of the European company. This applies even if the European company has its registered office in the territory of another Member State for participating legal persons with their registered office in the Czech Republic.
(4) The managing authorities of the participating legal entities shall be required to provide the representatives of their employees, the employees of the subsidiaries concerned and the employees working in the organisational components of the establishment concerned, and, where appropriate, all such employees with information on the location and form of all participating legal entities, the subsidiaries concerned and the organisational elements of the establishment concerned, the number of employees of the participating legal entities and the number of employees working in the organisational components of the establishment concerned on the date of publication or approval of the proposal for the establishment of a European company, the manner and extent of influence of those employees on the composition of the bodies of the participating legal entities and the number of employees having the right to exercise such an influence. Furthermore, the managing authorities of the participating legal entities are required to take the necessary measures to establish a negotiating committee. This applies even if the European company has its registered office in the territory of another Member State for participating legal persons with their registered office in the Czech Republic.
Composition of the negotiating committee
(1) The number of seats in the negotiating committee shall be determined by including 10% of the employees of the participating legal entities and of the subsidiaries concerned and of the employees working in the organisational components of the establishment concerned, who are employed in the same Member State, calculated from the total number of employees of the participating legal entities and the subsidiaries concerned and employees working in the organisational components of the establishment concerned in all Member States, to be one member of the negotiating committee. The number of members of the negotiating committee shall correspond to the total number of seats laid down in the first sentence. It shall be based on the number of employees on the date of publication of the draft establishment of a European company.
(2) The appointment or election of members of the negotiating committee representing the employees of the participating legal entities, the subsidiaries concerned and the employees of the organizational components of the establishment in question, located in the Czech Republic, shall be governed by Article 290 (4) of the Labour Code and by the provisions of paragraphs 5 to 8, regardless of the Member State in which the European company has or will have its registered office. The seats in the negotiating committee of representatives of employees from a Member State other than the Czech Republic shall be filled in in the manner laid down by the law of that Member State.
(3) Where a European company is set up by a merger and the seats in the negotiating committee are not occupied under this law or under the law of the Member State concerned in such a way that the employees of each participating legal person who is to cease to exist on the negotiating committee are represented by at least one member of those employees, or elected or appointed directly or indirectly by such employees (hereinafter referred to as "direct representatives'), the number of members of the negotiating committee shall be increased so that the employees of each participating legal person may be represented in the negotiating committee through the direct representative.
(4) If the number of members of the negotiating committee added in accordance with paragraph 3 in all Member States should exceed the number of members of the negotiating committee established in accordance with paragraph 1 by more than 20%, the number of members of the negotiating committee shall be increased by only 20%, with additional seats divided by one direct representative of the employees of the participating legal entities in the order of their staff in each Member State.
(5) The seats in the negotiating committee for representatives of employees of participating legal entities, of the subsidiaries concerned and of employees working in the organisational components of an establishment located in the Czech Republic shall be filled in such a way that at least one direct representative shall belong to the employees of each participating legal entity, to the subsidiaries concerned and to the employees working in each organisational component of the establishment in the Czech Republic.
(6) Where a European company is established by a merger and cannot be treated in accordance with paragraph 5, the seats of the negotiating committee shall be filled in such a way that the employees of each participating legal person with its registered office in the Czech Republic who is to cease to exist in the merger are represented by one direct representative in the negotiating committee. The remaining seats in the negotiating committee shall be distributed among representatives of other employees from the Czech Republic in accordance with the principles set out in paragraph 7; if there are no such posts, the members of the negotiating committee elected or appointed according to the first sentence of the negotiating committee shall also represent the other employees from the Czech Republic in equal shares. If the number of seats set out in the negotiating committee for representatives of employees from the Czech Republic does not reach the number of participating legal persons established in the territory of the Czech Republic who are to cease to exist, even after any increase in the number of members of the negotiating committee pursuant to paragraphs 3 and 4, or the corresponding provisions of the legal order of the country in which the European company is to have its registered office, those seats shall be distributed so that direct representatives represent the employees of the participating legal persons who are to cease to exist in the order of their number of employees; These representatives will also represent other employees from the Czech Republic on the negotiating committee, each equally.
(7) Where a European company is established in a manner other than a merger and the number of participating legal entities, the subsidiaries concerned and the organisational components of the establishment located in the Czech Republic exceed the total number of seats in the negotiating committee established for the representatives of employees from the Czech Republic, these seats shall be filled in such a way that the direct representative represents the participating legal entities, the subsidiaries concerned and the organisational components of the establishment in turn, according to their number of employees in the Czech Republic. The members of the negotiating committee elected or appointed according to the previous sentence will also represent other employees from the Czech Republic on the negotiating committee, each equally.
(8) Employees from the Czech Republic may also be represented in the negotiating committee by a person who is not in employment with the participating legal person, the subsidiary concerned or who is not working in the organizational component of the establishment concerned, provided that he is empowered or authorised by the trade union of such employees.
(9) The allocation of seats in the negotiating committee shall be carried out in such a way as to show how many employees each member of the committee represents. A member of the Committee shall communicate to the negotiating committee, without undue delay after its establishment, how many employees he represents and in which Member State and in which participating legal entities, subsidiaries or the organisational components of the establishment concerned are employed.
(10) If, during the negotiations on the involvement of European company employees, there is a substantial change in the composition of the participating legal entities, the subsidiaries or the organisational components of the plant concerned, or in the number of employees in them, which results in the composition of the negotiating committee significantly deviating from the rules referred to in paragraphs 1 to 4, a new allocation of seats in the negotiating committee shall be carried out without undue delay. The redistribution of the seats in the negotiating committee shall be carried out in such a way as to minimise disruption to the composition of the negotiating committee, in particular to maintain the mandates of as many existing members as possible.
(1) The managing authorities of the participating legal entities shall transmit to the negotiating committee, without undue delay after its establishment, a proposal for the establishment of a European company, providing it with all information on the process of its establishment up to the time of registration and the number of employees in each participating legal entity, the subsidiaries concerned and the organisational components of the plant concerned, and starting negotiations with a view to reaching an agreement on the manner and extent of involvement of the employees of the European company. This applies even if the European company has its registered office in the territory of another Member State for participating legal persons with their registered office in the Czech Republic.
(2) The negotiating committee may invite expert advisers, in particular representatives of trade unions at European Community level, to attend the meeting. However, irrespective of the number of experts invited, the legal persons involved shall bear the costs of only one expert adviser for the field concerned.
(3) The participating legal persons shall be obliged to provide the negotiating committee and its members with sufficient financial, material and organisational conditions for the proper performance of their activities. In particular, the members of the negotiating committee shall be entitled to compensation for the cost of carrying out the activity effectively; The remuneration for the performance of their activities is not theirs. Participating legal persons shall be required to allocate in advance, within the framework of a defined budget, the corresponding amount of funds to compensate for the necessary expenditure, in particular to organise negotiations of the negotiating committee, translation and interpretation, travel, accommodation, subsistence, and costs of expert advisors. This applies to participating legal persons established in the Czech Republic even if the European company is registered in the territory of another Member State.
(4) The negotiating committee may decide to inform other organisations and associations, in particular trade unions, of the opening of negotiations. Paragraph 50 also applies to these cases.
Confidentiality and confidential information
(1) The members of the negotiating committee and their expert advisors are required to maintain confidentiality of all information which they have learned in connection with the negotiations and which have been classified as confidential when providing them. The obligation under the first sentence shall continue after the conclusion of the negotiations and shall apply to all members of the Committee, irrespective of the Member State from which they are represented.
(2) Where the managing authority of a participating legal person designates a specific information provided in connection with the conduct of confidentiality, the negotiating committee may request that the supervisory authority of that legal person, or the court, determine that the information has been classified as confidential for no reasonable reason. The law governing the legal situation of companies and cooperatives concerning the denial of information by a shareholder of a public limited company shall apply mutatis mutandis to the exercise of that right.
(3) The managing authority of the participating legal entity may refuse compliance with the obligation to provide the negotiating committee with specific information on the same conditions under which, under the law governing the legal situation of companies and cooperatives, such information may be refused to be disclosed to shareholders in the public limited company. The negotiating committee may seek information in court to the same extent and under the same conditions as the shareholder under the law governing the legal situation of companies and cooperatives. The provisions of the previous sentences apply to participating legal persons established in the Czech Republic even if the European company is registered in the territory of another Member State.
(4) A member of the negotiating committee has the right to protection against discrimination and disadvantages to the extent laid down by the Labour Code; a member of the Committee may not benefit from the exercise of his or her duties, as provided for in Section 276 (2) of the Labour Code. Employment and compensation must be provided by an interested legal person established in the Czech Republic, even if the European company has or will have registered office in another Member State.
(5) For the purposes of the proceedings referred to in paragraphs 2 and 3, the negotiating committee shall have the capacity to be a party to the proceedings, even if the European company has its registered office in another Member State, if the legal person or organisational component of the establishment concerned has its registered office in the Czech Republic.
Decision of the negotiating committee
(1) Unless otherwise provided for in this Act, the negotiating committee shall act by a resolution adopted by a majority of all members, representing at the same time the majority of the employees of all the participating legal entities, the subsidiaries concerned and the employees working in the organisational components of the plant concerned. Each member of the negotiating committee shall have one vote.
(2) The agreement on the manner and extent of the involvement of employees of a European company, which will lead to a reduction in the influence of employees on the composition of the bodies of a European company compared to the situation which is still the highest influence existing in any of the participating companies, must be approved by at least two thirds of the votes of all members, if these members represent at the same time at least two thirds of the employees of the participating legal entities, the subsidiaries concerned and the workers working in the organisational components of the plant concerned, and at least two different Member States.
(3) Paragraph 2 does not apply where the right to exercise an influence on the composition of the institutions has only in the existing legal entities involved:
(a) less than 25% of the total number of employees of the participating legal entities, if the European company is established by a merger; and
(b) less than 50% of the total number of employees of the participating legal entities, where a holding company or a subsidiary of a European company is established.
Closure decision
(1) The negotiating committee may decide, by a majority of the votes referred to in Paragraph 51 (2), not to open negotiations on the involvement of European company employees or to terminate such negotiations and to limit the involvement of European company employees to the right to information and consultation to the extent provided for in the legislation in which the European company has employees. The provisions of Titles III and IV of this Part shall not apply in that case, but the arrangements for access to transnational information and consultation under the Labour Code shall apply mutatis mutandis, 17) if the conditions laid down therein are met. 18)
Contents
ČÁST PRVNÍ
HLAVA I
§ 1
§ 2
§ 3
§ 4
§ 5
§ 6
§ 7
§ 8
§ 9
HLAVA II
§ 10
§ 11
§ 12
§ 13
§ 14
HLAVA III
§ 15
§ 16
§ 17
§ 18
§ 18a
HLAVA IV
§ 19
§ 20
§ 21
HLAVA V
§ 22
HLAVA VI
Díl 1
§ 23
§ 24
§ 25
Díl 2
§ 26
Díl 3
§ 43
§ 44
HLAVA VII
§ 45
ČÁST DRUHÁ
HLAVA I
§ 46
HLAVA II
§ 47
§ 48
§ 49
§ 50
§ 51
§ 52
§ 53
§ 54
HLAVA III
§ 55
§ 56
§ 57
§ 58
§ 59
§ 60
§ 61
§ 62
HLAVA IV
§ 63
§ 64
ČÁST TŘETÍ
§ 65
§ 66
ČÁST ČTVRTÁ
§ 67
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Regulation Information
| Citation | Act No. 627 / 2004 Coll., on European Society |
|---|---|
| Regulation Type | - |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 14.12.2004 |
|---|---|
| Effective from | 14.12.2004 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
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