What is Full text of Act No. 66 / 2012 Coll.?

Full version of Act No. 66 / 2012 Coll., Act No. 125 / 2008 Coll., on Transformations of Companies and Cooperatives, as resulting from subsequent amendments — Full version of Act No. 125 / 2008 Coll., on Transformations of Companies and Cooperatives, as resulting from subsequent amendments.

When it became Full text of Act No. 66 / 2012 Coll. effectiveness?

Full text of Act No. 66 / 2012 Coll. became effective date not available.

Is Full text of Act No. 66 / 2012 Coll. still valid?

Yes, Full text of Act No. 66 / 2012 Coll. is still valid and effective.

Full text of Act No. 66 / 2012 Coll.

Full version of Act No. 125 / 2008 Coll., on Transformations of Companies and Cooperatives, as resulting from subsequent amendments

Valid

ČÁST PRVNÍ HLAVA I § 1 § 2 § 3 § 4 § 4a § 5 § 5a § 6 § 7 § 7a § 8 § 9 HLAVA II § 10 § 11 § 11a § 11b § 12 § 13 § 13a § 13b HLAVA III Díl 1 § 14 § 15 § 15a § 15b § 15c Díl 2 § 16 Díl 3 § 17 § 18 § 19 § 20 Díl 4 § 21 § 22 Díl 5 § 23 Díl 6 § 23a § 23b HLAVA IV § 24 § 25 § 26 § 27 HLAVA V § 28 § 29 § 30 § 31 § 32 § 32a HLAVA VI § 33 § 33a § 33b § 33c § 34 HLAVA VII § 35 § 36 § 37 § 38 § 39 HLAVA VIII § 40 § 41 § 42 § 43 § 44 HLAVA IX § 45 § 46 § 47 § 48 § 49 HLAVA X § 49a § 49b § 49c § 49d HLAVA XI § 50 § 51 HLAVA XII § 52 § 53 § 54 § 55 § 56 § 57 § 58 HLAVA XIII § 59 HLAVA XIV Díl 1 § 59a § 59b § 59c Díl 2 § 59d § 59e § 59f § 59g § 59h § 59i § 59j § 59k Díl 3 § 59l § 59m Díl 4 § 59n § 59o Díl 5 § 59p § 59q Díl 6 § 59r § 59s § 59t Díl 7 § 59u § 59v § 59w Díl 8 § 59x § 59y § 59z § 59za Díl 9 § 59zb ČÁST DRUHÁ HLAVA I Díl 1 § 60 § 61 § 62 § 63 § 64 § 65 § 66 § 67 § 68 § 69 § 70 § 71 § 72 § 73 § 74 § 75 HLAVA II § 76 § 77 § 77a § 78 § 79 § 80 § 80a HLAVA III § 81 § 82 § 83 § 84 § 85 HLAVA IV § 86 § 87 § 87a HLAVA V Díl 1 § 88 § 88a Díl 2 § 89 § 90 § 91 § 91a Díl 3 § 92 Díl 4 § 93 § 93a Díl 5 § 94 § 95 § 95a § 95b § 96 § 96a § 97 § 98 § 99 § 99a § 99b HLAVA VI Díl 1 § 100 § 101 § 101a Díl 2 § 102 § 103 § 104 § 105 § 106 § 107 Díl 3 § 108 § 109 § 109a § 110 § 111 Díl 4 § 112 § 113 § 114 § 115 § 116 § 117 Díl 5 § 118 § 119 § 119a § 120 Díl 6 § 121 § 122 § 123 § 124 § 125 § 125a § 126 § 127 § 128 § 129 § 130 § 131 § 132 § 133 Díl 7 Oddíl 1 § 134 § 135 § 136 § 137 Oddíl 2 § 138 § 139 § 140 § 141 § 142 Oddíl 3 § 143 § 144 Oddíl 2 § 145 Oddíl 3 § 146 § 147 § 148 § 149 § 150 § 151 § 151a Díl 9 § 152 § 153 HLAVA VII Díl 1 § 154 § 155 § 156 § 157 § 158 § 159 § 160 § 161 § 162 § 163 § 164 § 165 § 165a HLAVA VIII Díl 1 § 166 § 166a § 167 § 168 § 169 § 169a § 170 § 171 § 172 § 173 § 174 § 175 § 176 § 177 Díl 2 § 178 § 179 HLAVA IX Díl 1 Oddíl 1 § 180 § 181 § 182 § 183 § 184 § 185 § 186 § 187 § 188 § 189 § 190 Oddíl 2 § 191 § 192 § 193 § 194 § 195 § 196 Oddíl 5 § 197 § 198 § 199 § 200 Oddíl 7 § 201 § 202 § 203 § 204 § 205 § 206 § 207 Oddíl 10 § 208 § 209 § 210 Oddíl 11 § 211 Oddíl 12 § 212 § 213 Díl 2 Oddíl 1 § 214 § 215 § 216 § 217 § 218 Oddíl 2 § 219 § 220 § 221 § 222 § 223 § 223a § 224 § 225 § 226 § 227 § 228 § 230 § 231 § 232 § 233 § 234 § 235 § 236 Oddíl 3 § 237 § 238 § 239 Oddíl 4 § 240 § 241 Oddíl 5 § 242 ČÁST TŘETÍ HLAVA I Díl 1 § 243 § 244 § 245 § 246 § 247 § 248 § 249 Díl 2 § 250 § 251 § 252 Díl 3 § 253 § 254 § 255 § 256 § 256a Díl 4 § 257 § 258 § 259 § 260 § 261 § 262 § 263 § 264 Díl 5 § 265 § 266 § 266a HLAVA II § 267 § 268 § 269 § 270 § 271 § 271a HLAVA III § 272 § 273 § 274 § 275 HLAVA IV § 276 § 277 § 277a § 278 § 279 HLAVA V Díl 1 § 280 § 280a Díl 2 § 281 § 282 § 283 § 283a Díl 3 § 284 Díl 4 § 285 § 285a Díl 5 § 286 § 287 § 287a § 287b § 288 § 288a Díl 6 § 289 HLAVA VI Díl 1 § 290 § 290a § 290b Díl 2 § 291 § 292 § 293 § 294 § 295 Díl 3 § 296 Díl 4 § 297 Díl 5 § 298 § 299 § 299a Díl 6 Oddíl 1 § 300 § 301 Oddíl 2 § 302 § 303 § 304 § 304a § 305 § 306 § 306a Díl 7 § 307 Díl 8 § 308 § 309 Díl 9 § 310 § 311 HLAVA VII Díl 1 § 312 § 313 § 314 § 315 § 316 § 317 Díl 2 § 318 § 318a § 319 HLAVA VIII Díl 1 § 320 § 320a § 320b § 321 § 322 § 323 § 323a § 324 § 325 § 326 § 327 § 328 § 329 Díl 2 § 330 § 331 § 332 § 333 § 334 § 335 § 336 HLAVA IX Díl 1 § 336a § 336b Díl 2 § 336c § 336d Díl 3 § 336e § 336f Díl 4 § 336g Díl 5 § 336h § 336i Díl 6 § 336j § 336k § 336l ČÁST ČTVRTÁ HLAVA I § 337 § 338 § 339 § 340 § 341 § 341a § 342 § 342a § 343 § 344 § 344a HLAVA II § 345 § 346 HLAVA III § 347 § 348 HLAVA IV § 349 § 350 § 351 § 352 § 353 HLAVA V § 354 § 355 § 356 § 357 § 358 § 359 HLAVA VI Díl 1 § 359a Díl 2 § 359b § 359c Díl 3 § 359d § 359e Díl 4 § 359f Díl 5 § 359g § 359h Díl 6 § 359i Díl 7 § 359j § 359k Díl 8 § 359l ČÁST PÁTÁ HLAVA I § 360 § 361 § 362 § 363 § 363a § 363b § 364 § 364a § 365 § 366 § 367 § 368 § 369 § 369a § 370 § 371 § 372 § 373 § 374 § 375 HLAVA II § 376 § 377 § 378 § 379 HLAVA III § 380 § 381 § 382 HLAVA IV § 383 § 384 HLAVA V Díl 1 § 384a § 384b § 384c Díl 2 § 384d Díl 3 § 384e HLAVA VI Díl 1 § 384f § 384g § 384h § 384i Díl 2 § 384j § 384k Díl 3 § 384l § 384m Díl 4 § 384n § 384o § 384p ČÁST ŠESTÁ § 385 § 386 § 387 § 388 ČÁST SEDMÁ § 389

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PRESIDENT OF THE GOVERNMENT

Announces

full text of Act No. 125 / 2008 Coll., on Transformations of Commercial Companies and Cooperatives, as follows from the amendments made by Act No. 215 / 2009 Coll., Act No. 227 / 2009 Coll. and Act No. 355 / 2011 Coll.

THE LAW

on the conversion of companies and cooperatives

Parliament has decided on this law of the Czech Republic:

ČÁST PRVNÍ

GENERAL PROVISIONS

HLAVA I

BASIC PROVISIONS

§ 1

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

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

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

§ 2

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

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

(3) The obligation to publish the data provided for by this Act is fulfilled by publication in the Commercial Bulletin.

§ 3

(1) For the purposes of this Act, a Member State of the European Union or another State constituting the European Economic Area is understood as a Member State.

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

(a) a person registered in a commercial register;

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

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

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

(3) For the purposes of this Act, the person involved in the conversion is:

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

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

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

§ 4

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

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

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

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

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

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

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

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

(a) the conversion project; or

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

(6) Disposal is renewed as well as

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

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

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

§ 4a

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

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

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

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

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

§ 5

The conversion of a company or cooperative is permissible even if insolvency proceedings are pending and if a bankruptcy decision has been issued.

§ 5a

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

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

§ 6

(1) The decision to abolish the transformation of a company or cooperative is taken in the same way as the decision to approve the conversion.

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

§ 7

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

(a) the right to a settlement;

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

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

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

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

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

§ 7a

Withdrawal of right to exchange shares

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

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

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

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

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

§ 8

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

§ 9

(1) Where a member or a member of a person involved in the conversion renounces his right referred to in Article 7 or gives his consent in the cases defined in Article 8, the waiver or consent shall:

(a) have written form with an officially certified signature; or

(b) be awarded at a general meeting of a limited liability company or a public limited company or member meeting of a cooperative; a declaration of surrender or consent at a general meeting or a member meeting shall be entered in the notarial record of the decision of the general meeting or the member meeting.

(2) The waiver or consent may take place at any time after the partner or member has become aware of the initiation of the conversion preparation. This is without prejudice to Article 7a (3) to (5).

(3) The waiver or consent shall also have legal effect against any legal successor of a member.

HLAVA II

CERTAIN PROVISIONS ON THE MANAGEMENT OF ACCOUNTS AND VALUATION OF INJURY

§ 10

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

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

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

§ 11

(1) The final accounts are drawn up as regular or extraordinary accounts on the date preceding the relevant date of conversion. Where final accounts are required for a change in legal form, they shall be drawn up on the date preceding the date on which the change in legal form is registered.

(2) For the merger, division and transfer of assets to a member, interim accounts shall be drawn up only if the last due or exceptional accounts or final accounts have been drawn up on the date on which more than 6 months have elapsed on the date on which the draft draft terms of merger, division or transfer of assets were drawn up. From the date on which the interim accounts are drawn up, no more than 3 months shall elapse from the date of completion of the draft draft terms of merger, division or transfer of assets to the shareholder.

(3) The opening balance shall be drawn up on the relevant date of conversion. Where an opening balance sheet is required for a change in legal form, it shall be drawn up on the date on which the change in legal form was registered.

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

§ 11a

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

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

§ 11b

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

§ 12

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

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

§ 13

If that law requires the valuation of the assets of a company or a cooperative by an expert's opinion, that is not a reason to change the valuation in the accounts of a company or cooperative, unless the specific legislation provides otherwise.

§ 13a

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

§ 13b

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

HLAVA III

TRANSMISSION PROJECT

Díl 1

General provisions

§ 14

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

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

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

§ 15

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

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

(3) The conversion project must:

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

(b) contain the information required by law; and

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

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

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

(b) a project for the conversion of a public commercial company or a limited partnership.

§ 15a

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

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

§ 15b

Repeal of the conversion project

(1) The conversion project is also repealed on

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

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

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

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

§ 15c

Changes in the members' persons mentioned in the conversion project

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

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

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

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

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

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

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

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

Díl 2

Approval of the transformation into a public commercial company and a limited partnership

§ 16

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

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

Díl 3

Approval of conversion in a limited liability company

§ 17

(1) The conversion of a limited liability company must be approved by the general meeting of a limited liability company, unless this law provides otherwise.

(2) The conversion must be approved by at least three quarters of the votes of the members present at the general meeting, unless this law provides otherwise. A social contract may require a higher number of votes or compliance with other requirements. Where a social contract requires a decision of more than three-quarters of the votes of the members present, that majority shall also be required for the adoption of a decision approving the conversion, unless the social contract of the acquiring company requires the same majority in the same cases.

(3) The decision of the General Assembly on the conversion shall be taken by means of a notarial registration annexed to the conversion project.

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

(5) The notarial record of the decision of the General Meeting approving the merger or division shall include the persons who voted against the approval of the merger or division.

§ 18

(1) Associates who have not participated in the General Meeting may give their consent to the conversion retrospectively. The consent of the partner shall take the form of a notarial record of the legal act annexed to the conversion project and shall be delivered to the company within 1 month of the date on which the general meeting took place.

(2) If the resolution of the general meeting is adopted retrospectively on the basis of the consent of a member outside the general meeting, the statutory authority shall notify its adoption in accordance with the procedure laid down for the assembly of the general meeting within 15 days of its adoption.

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

§ 19

(1) The members may also decide to approve the conversion outside the general meeting. The provisions of the special law governing the admission of members of a limited liability company outside the general meeting shall apply to decisions of members.

(2) If the right of a member to withdraw from the company under this Act is conditional on his or her voting against the conversion project, he or she shall have the right to withdraw from the company in accordance with the procedure laid down in this Act when approving the conversion by decision of the members outside the general meeting only the member who expressed his or her opposition to the conversion within the time limit referred to in paragraph 1 shall have written form.

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

§ 20

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

(2) Where a company's social contract required the consent of a member to transfer a business interest, the latter's consent shall be required for the merger or division.

(3) If, after the merger or division, the transferability of shares is to be limited, the consent of all members concerned shall be required for the merger or for the division.

(4) In the absence of a full repayment of all deposits in the Commercial Register in any of the participating companies, the consent of all members of all participating companies shall be required for the merger or for the division; This does not apply if, in the merger or division of the acquiring company, the company is a joint stock company.

(5) The consent of the member referred to in paragraphs 1 to 4 may be given by voting at the general meeting to decide on the conversion or outside the general meeting in accordance with the procedure laid down in paragraphs 18 or 19.

Díl 4

Approval of the transformation in a public limited company

§ 21

(1) The conversion of a public limited liability company must be approved by the general meeting of a public limited liability company, unless that law provides otherwise.

(2) The conversion must be approved by at least three quarters of the votes of shareholders present at the general meeting, unless this law provides otherwise. The statutes of a public limited company may require a higher majority or the fulfilment of additional conditions.

(3) Where a public limited liability company has issued more than one type of share, at least three-quarters of the shareholders present shall be required to agree on each type of share.

(4) The decision of the General Assembly on the conversion shall be taken by means of a notarial registration annexed to the conversion project.

(5) If the General Meeting does not approve the distribution with an uneven exchange rate in accordance with Paragraph 22 (2), the notarial record shall include the shareholders who voted in favour of the conversion, indicating the number, number, type, form and nominal value of the shares with which they voted.

(6) The notarial record of the decision of the General Assembly approving the merger or division shall indicate, by name, the persons who voted against the approval of the merger or division, indicating the number and, where appropriate, the number, type, form and nominal value of the shares with which they have thus voted.

§ 22

(1) The distribution of a public limited company with an uneven share exchange ratio must be approved by at least 90% of the votes of all shareholders of the company being acquired or distributed. Where the company being acquired or distributed has issued several types of shares, this majority shall be required to be achieved separately for each type of shares. The provisions of the law governing the legal situation of companies and cooperatives on the prohibition of the exercise of voting rights shall not apply when voting on a split with an uneven exchange ratio.

(2) If the condition laid down in paragraph 1 is not met and the General Meeting has been able to give a quorum, shareholders who were not present at the General Meeting may give their consent to the distribution with an uneven exchange ratio of shares even outside the General Meeting. The shareholder's consent shall take the form of a notarial record of the legal act annexed to the division project and shall be delivered to the company within a period of 1 month from the date on which the general meeting for approval of the division took place with an uneven share exchange ratio.

(3) If the order of the general meeting is adopted retrospectively on the basis of the consent of a shareholder outside the general meeting, the Board of Directors shall notify its adoption in the manner laid down for the meeting of the general meeting within 15 days of its adoption.

(4) A shareholder who was not present at the general meeting, which decided to split with an uneven exchange ratio, has the right to withdraw from the company under this law or to sell the shares of the acquiring company under this law only if he expressed his opposition to the division within the period referred to in paragraph 2; the intention of the opposing shareholder must take the form of a notarial record of the legal act.

(5) The notice of opposition to the division may include the withdrawal of a shareholder from the company pursuant to § 318. If the notification of the shareholder's disagreement with the division is not included in the notification, the withdrawal from the company pursuant to Paragraph 318 must be delivered to the company no later than 30 days after the date on which the shareholder became aware that the decision of the General Meeting on the conversion had been adopted on the basis of the notification referred to in paragraph 3.

Díl 5

Approval of conversion within the cooperative

§ 23

(1) The conversion of the cooperative must be approved by the member meeting of the cooperative.

(2) The conversion of the cooperative must be approved by at least two thirds of the votes of the members present at the membership meeting, unless otherwise provided for by this law. The statutes of the cooperative may require a higher majority of votes.

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Regulation Information

Citation	Full version of Act No. 66 / 2012 Coll., Act No. 125 / 2008 Coll., on Transformations of Companies and Cooperatives, as resulting from subsequent amendments
Regulation Type	-
Author	-
Collection	Code of Laws

Date of Promulgation	07.03.2012
Effective from	-
Effective until	-
Status	Valid

The regulation text is for informational purposes only.