What is Act No. 90 / 2012 Coll.?

Act No. 90 / 2012 Coll., on Commercial Companies and Cooperatives (Commercial Corporation Act) — Act on Companies and Cooperatives (Commercial Corporation Act).

When it became Act No. 90 / 2012 Coll. effectiveness?

Act No. 90 / 2012 Coll. became effective 01.01.2014.

Is Act No. 90 / 2012 Coll. still valid?

Yes, Act No. 90 / 2012 Coll. is still valid and effective.

Act No. 90 / 2012 Coll.

Act on Companies and Cooperatives (Commercial Corporation Act)

Valid Effective from 01.01.2014

ČÁST PRVNÍ HLAVA I Díl 1 § 1 § 2 § 3 § 4 § 5 § 6 § 7 Díl 2 § 8 § 9 § 10 Díl 3 § 11 § 12 § 13 § 14 Díl 4 § 15 § 16 § 17 § 18 § 19 § 20 § 21 § 22 § 23 § 24 § 25 § 26 § 27 § 28 § 29 Díl 5 § 30 Díl 6 § 31 § 32 § 33 § 34 § 35 § 36 § 37 § 38 § 39 § 40 § 41 § 42 § 43 Díl 7 § 44 § 45 § 46 § 46a § 47 § 48 § 49 § 50 § 51 § 52 § 53 § 54 § 55 § 56 § 57 § 58 § 59 § 60 § 61 § 62 § 63 § 64 § 65 § 66 § 69 Díl 8 § 70 § 70a § 70b § 70c § 70d § 70e Díl 9 § 71 § 72 § 73 § 74 § 75 § 76 § 77 § 78 § 79 § 80 § 81 § 82 § 83 § 84 § 85 § 86 § 87 § 88 § 89 § 90 § 91 Díl 10 § 92 Díl 11 § 93 § 94 HLAVA II § 95 § 96 § 97 § 98 § 99 § 100 § 101 § 102 § 103 § 104 § 105 § 106 § 107 § 108 § 109 § 110 § 111 § 112 § 113 § 114 § 115 § 116 § 117 HLAVA III § 118 § 119 § 120 § 121 § 122 § 123 § 124 § 125 § 126 § 127 § 128 § 129 § 130 § 131 HLAVA IV Díl 1 § 132 § 133 § 134 § 135 § 136 § 137 § 138 § 139 § 140 § 141 § 142 § 143 § 144 § 145 § 146 § 147 § 148 § 149 Díl 2 § 150 § 151 § 152 § 153 § 154 § 155 § 156 § 157 § 158 § 159 § 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§ 304 § 305 § 306 § 307 § 308 § 309 § 310 § 311 § 312 § 313 § 314 § 315 § 316 § 317 § 318 § 319 § 320 § 321 Oddíl 5 § 322 § 323 § 324 § 325 § 326 § 327 § 328 § 329 § 330 § 331 § 332 § 333 § 334 § 335 § 336 § 337 § 338 § 339 § 340 § 341 Oddíl 6 § 342 § 343 Díl 4 § 344 § 345 § 346 § 347 § 348 § 349 § 351 § 352 § 353 § 354 § 355 § 356 § 357 § 358 § 359 § 360 § 361 § 362 § 363 § 364 § 365 § 366 § 367 § 368 § 369 § 370 § 371 § 372 § 373 § 374 § 375 § 376 § 377 § 378 § 379 § 380 § 381 § 382 § 383 § 384 § 385 § 386 § 387 § 388 § 389 § 390 § 391 § 392 § 393 § 394 § 395 Díl 5 Oddíl 1 § 396 § 397 Oddíl 2 § 398 § 399 § 400 § 401 § 402 § 403 § 404 § 405 § 406 § 407 § 408 § 409 § 410 § 411 § 412 § 413 § 414 § 415 § 416 § 417 § 418 § 419 § 420 § 421 § 422 § 423 § 424 § 425 § 426 § 427 § 428 § 429 § 430 § 431 § 432 § 433 § 434 Oddíl 3 Pododdíl 1 § 435 § 436 § 437 § 438 § 438a § 439 § 440 § 441 § 443 § 444 § 445 Pododdíl 2 § 446 § 447 § 448 § 448a § 448b § 449 § 450 § 451 § 453 § 454 § 455 Oddíl 4 § 456 § 457 § 458 § 459 § 460 § 461 Díl 6 Oddíl 1 § 464 § 465 § 466 § 467 § 468 § 469 § 470 § 471 § 472 § 473 Oddíl 2 Pododdíl 1 § 474 § 475 § 476 § 477 § 478 § 479 § 480 § 481 § 482 § 483 § 484 § 485 § 486 § 487 § 488 § 489 § 490 § 491 § 492 § 493 Pododdíl 2 § 495 § 496 § 497 § 498 § 499 § 500 § 501 § 502 § 503 § 504 Pododdíl 3 § 505 § 506 § 507 § 508 § 509 § 510 Pododdíl 4 § 511 § 512 § 513 § 514 § 515 Oddíl 3 § 516 § 517 § 518 § 519 § 520 § 521 § 522 § 523 § 524 § 525 § 526 § 527 § 528 § 529 § 530 § 531 § 532 § 533 § 534 § 535 § 536 § 537 § 538 § 539 § 540 § 541 § 542 § 543 § 544 § 545 § 546 § 547 § 548 Díl 7 § 549 § 550 § 551 HLAVA VI Díl 1 Oddíl 1 § 552 § 553 § 554 Oddíl 2 § 555 § 556 § 557 § 558 § 559 § 560 § 561 § 561a § 562 Oddíl 3 § 563 § 564 § 565 § 566 § 567 § 567a § 567b § 568 § 569 § 570 § 571 § 571a § 571b § 572 § 573 § 574 Oddíl 4 Pododdíl 1 § 575 § 576 Pododdíl 2 § 577 § 578 § 579 § 580 § 581 § 582 § 583 Pododdíl 3 § 584 § 585 § 586 Pododdíl 4 § 587 § 588 § 589 § 590 § 591 § 592 § 593 § 594 Pododdíl 5 § 595 § 596 § 597 § 598 § 599 § 600 § 601 § 602 § 603 § 604 § 605 § 606 § 607 § 608 § 609 Pododdíl 6 § 610 § 611 § 612 § 613 § 614 § 615 § 616 § 617 § 618 § 619 § 620 § 621 § 622 Oddíl 5 § 623 § 624 § 625 § 626 § 627 Oddíl 6 Pododdíl 1 § 629 § 630 § 631 § 632 § 633 § 634 Pododdíl 2 § 635 § 636 § 637 § 638 § 639 § 640 § 641 § 642 § 643 § 644 § 645 § 646 § 647 § 648 § 649 § 650 § 651 § 652 § 653 § 654 § 655 § 656 § 657 § 658 § 659 § 660 § 661 § 662 § 663 § 664 § 665 § 666 § 667 § 668 § 669 § 670 § 671 § 672 § 673 § 674 § 675 § 676 § 677 § 678 § 679 § 680 § 681 § 682 § 683 § 684 § 685 § 686 § 687 § 688 § 689 § 690 § 691 § 692 § 693 § 694 § 695 § 696 § 697 § 698 § 699 § 700 § 701 § 702 § 703 § 704 Pododdíl 3 § 705 § 706 § 707 § 708 § 709 § 710 § 712 § 713 § 714 Pododdíl 4 § 715 § 716 § 717 § 718 § 719 § 720 § 721 § 722 § 723 § 724 § 725 Pododdíl 5 § 726 Díl 2 § 727 § 728 § 729 § 730 § 731 § 732 § 733 § 734 § 735 § 736 § 737 § 738 § 739 § 740 § 741 § 742 § 743 § 744 § 745 § 746 § 747 § 748 § 749 § 750 § 751 § 752 § 753 § 754 § 755 § 756 § 757 Díl 3 § 758 § 759 § 760 § 761 § 762 § 763 § 764 § 765 § 766 § 767 § 768 § 769 § 770 § 771 § 772 § 773 ČÁST DRUHÁ HLAVA I § 774 HLAVA II § 775 § 776 § 777 § 778 § 779 § 780 § 781 § 782 § 783 § 784 § 785 ČÁST TŘETÍ § 786

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THE LAW

of 25 January 2012

on companies and cooperatives (Commercial Corporation Act)

Parliament has decided on this law of the Czech Republic:

ČÁST PRVNÍ

COMMERCIAL CORPORATION

HLAVA I

Díl 1

Common provisions

§ 1

(1) Commercial corporations are commercial companies (hereinafter "the company ') and cooperatives.

(2) The companies are a public commercial company and a limited partnership (hereinafter referred to as "passenger company"), a limited liability company and a public limited company (hereinafter referred to as "capital company") and a European company and a European economic interest association.

(3) The cooperatives are a cooperative and a European cooperative society.

(4) European society, European economic interest associations and European cooperative society are governed by the provisions of this law to the extent that the directly applicable provisions of the European Union governing European society, European economic interest associations or European cooperative society so permit.

§ 2

(1) A personal company may be established only for business purposes or for the purpose of managing its own property.

(2) Activities which under another legislation can only be carried out by natural persons may be the subject of the business or business of a commercial corporation if such activities are carried out by persons who are entitled to do so under another legislation. The liability of such persons under other legislation shall not be affected.

§ 3

(1) The provisions of the Civil Code on Associations shall apply to commercial corporations only if this law so provides.

(2) If this law imposes an obligation to compensate for damage, it affects the pest and the obligation to compensate for non-property damage.

(3) Pursuant to this Title and Title IV, the social agreement also covers the statutes and the instruments of incorporation.

(4) A member of the cooperative shall also be understood as a member of the cooperative.

§ 4

(1) If this law gives a commercial corporation shareholder the opportunity to claim for it or any right against it, the debtor shall bear the burden of proof that he has not committed the infringement, unless the court decides that it cannot be applied for fairly.

(2) Paragraph 1 shall apply mutatis mutandis if a partner or former partner, after another partner, has made a comparison, similar performance or compensation where he has been brought to the end of his position in a commercial corporation or has suffered injury in connection with his position in a commercial corporation under the conditions laid down by this law or other legislation.

§ 5

(1) A commercial corporation may require that those who have infringed the prohibition of competitive conduct give it the benefit which it has acquired as a result or transfer to it the rights conferred on it, unless this excludes the nature of the rights acquired; This applies mutatis mutandis to any other acquirer of that benefit or right, unless that acquirer acted in good faith.

(2) The right referred to in paragraph 1 may be exercised by the debtor within 3 months of the date on which the commercial corporation became aware of the infringement of that prohibition, but not later than 1 year after the infringement; the later law applied is disregarded.

§ 6

(1) The legal proceedings concerning the establishment, formation, modification, revocation or termination of a commercial corporation shall require a written form with officially certified signatures, otherwise they shall be invalid; the court shall take into account such invalidity on its own motion.

(2) Paragraph 1 shall not apply to the decision of the highest authority of the trading corporation.

§ 7

(1) If the capital company or cooperative also gives an indication of its capital on the commercial documents, that figure must relate only to the part of the capital subscribed and paid up.

(2) A public limited company shall, without undue delay after its creation and in any way publish, in a way which allows remote access free of charge to the public, information available in a simple way after entering an electronic address (hereinafter "website"), the information which it is required to provide on the commercial documents and other information provided for by this law.

(3) Where a limited-website company is established, the provisions of paragraph 2 shall apply mutatis mutandis.

(4) Paragraphs 1 to 3 shall apply mutatis mutandis to an establishment of a foreign capital company or a foreign cooperative or its branch. An indication of the registration of a foreign person in the records of entrepreneurs in the State whose law the foreign person is governed shall not be required unless that right imposes or permits such registration.

Díl 2

Establishment of a commercial corporation

§ 8

(1) A commercial corporation is established by a social contract. The social agreement establishing a capital company requires the form of an authentic instrument.

(2) If the law allows the company to establish a single founder, it shall be based on a charter drawn up in the form of an authentic instrument.

§ 9

(1) If the application for registration of a commercial corporation is not submitted to the Commercial Register within 6 months of the date of its establishment, the same effects shall apply as in the withdrawal of the contract.

(2) The time limit referred to in paragraph 1 may be amended in a social contract.

§ 10

If an expert is required to draw up an expert opinion under this Act, he shall produce it impartially and independently of who or for whose benefit the expert opinion is drawn up.

Díl 3

One-man company

§ 11

(1) A single founder may set up a capital company.

(2) A capital company may also have a single shareholder as a result of the concentration of all shares in its hands.

§ 12

(1) The powers of the Supreme Authority are exercised by its shareholder in a company of one member.

(2) If this law or other legislation requires the decision of the company's top authority to be certified by a public instrument, the decision of a single member shall take the form of an authentic instrument.

§ 13

A contract concluded between a single company represented by a single member and that member shall require written form with officially certified signatures. This is not the case if such a contract is concluded in the ordinary course of trade and under normal conditions.

§ 14

If a company becomes a one-man company, an arrangement of a social contract or provisions of this law which prohibit or restrict the transferability or cessation or the possibility of the transfer of a holding, it shall not be taken into account as long as it is a one-man company.

Díl 4

Deposit

§ 15

(1) The contribution is a monetary expression of the value of the object of the contribution to the core capital of a corporation. In the case of a public limited liability company, the deposit is referred to as the nominal value of the share.

(2) The object of the deposit is a matter which a member or future member (the depositor) undertakes to enter into a commercial corporation for the purpose of acquiring or increasing its participation (the deposit obligation).

(3) The deposit obligation may be fulfilled by redemption in cash (hereinafter referred to as "cash deposit ') or by the delivery of other money-worthy items (hereinafter referred to as" non-cash deposit').

(4) Emission rate means, for the purposes of this Act, a deposit and, where applicable, an issue or deposit premium.

§ 16

(1) For both the duration of the commercial corporation and after its cancellation, the shareholder is not entitled to repayment of the object of the deposit.

(2) Interest on the emission rate cannot be negotiated or paid.

§ 17

(1) The depositor shall comply with the deposit obligation within the time limit and in the manner specified by this law and the social agreement.

(2) The valuation of the non-cash contribution shall be indicated in the company contract of the commercial corporation.

(3) Non-monetary contribution shall not be labour or services.

Deposit manager

§ 18

(1) Prior to the creation of a commercial corporation receives and manages paid-up or carried-in deposit items or part of them by a social contract entrusted to the deposit manager; the depositor may also be the founder or one of the founders.

(2) Unless otherwise agreed, the deposit manager shall conduct an activity under the provisions of the Order under the Civil Code.

§ 19

Where a non-cash deposit is a immovable item, the object of the deposit shall be carried by the depositor to the depositor of the immovable item and a written declaration with an officially certified signature of the delivery of the immovable item.

§ 20

(1) Where a non-monetary deposit is a movable item, the object of the deposit shall be carried by the transfer of the item to the depositor, unless the social contract provides otherwise.

(2) Where the nature of the item does not make it possible to transfer the movable item in fact, it shall be transmitted by the surrender of the data or other media which capture the transferred item and by the documentation which records the nature, content and other facts relevant to the use of the non-cash deposit.

§ 21

(1) If a non-cash contribution is a plant or part of it, the object of the contribution is brought into effect by the deposit contract. The provisions of the Civil Purchase Code shall apply mutatis mutandis to the contract for the contribution of the plant or part thereof.

(2) Where a non-cash deposit is a claim, the subject matter of the deposit shall be brought into effect by the deposit contract. The provisions of the Civil Code on the transfer of the claim shall apply mutatis mutandis to the contract for the contribution of the claim. The depositor shall guarantee its conquest up to its valuation.

(3) A shareholder's claim on a capital company cannot be the subject of its contribution to that company; the company's claim for repayment of the emission rate may be offset only by contract. The netting agreement shall require written form and its proposal shall be approved by the General Meeting.

§ 22

In other cases, the non-cash deposit is brought into effect by the deposit agreement between the depositor and the deposit manager.

§ 23

(1) A cash injection into capital companies is repaid to a special account with a bank or savings and credit cooperative (hereinafter referred to as "the bank") set up by the deposit manager. The Bank will not be able to dispose of these funds before the capital company is established, unless it is a payment of the building costs or a refund of the emission rates to the founders.

(2) A cash contribution to a limited liability company can also be repaid in another way, if the amount of all cash deposits does not exceed CZK 20,000.

(3) A non-cash contribution shall be made to the capital company before it is established.

§ 24

(1) The deposit manager shall issue a written declaration of compliance with the deposit obligation or part of the deposit obligation by each depositor to the person entitled to apply for registration. The declaration shall be attached to the application for registration in the Commercial Register, unless the law does not require that the scope of the deposit obligation be entered in the Commercial Register.

(2) If the administrator of the deposits indicates in the declaration referred to in paragraph 1 a higher amount than that in which the deposit obligation has been fulfilled, the creditors of the corporation shall be liable for its debts up to the amount of that difference. the liability of the deposit manager shall cease if the claim against the commercial corporation has not been lodged in court within 5 years of the establishment of the commercial corporation.

§ 25

Transfer of ownership

(1) The right of ownership to the object of the deposit made before the commercial corporation was established shall be acquired by the commercial corporation at the time of its establishment.

(2) The right of ownership of a real estate item on the public list which is the subject of the deposit shall be acquired by the commercial corporation by entering the right of ownership in the public register on the basis of a declaration pursuant to Paragraph 19; this applies mutatis mutandis to other items for which the right of ownership is acquired by entering in the relevant list.

§ 26

(1) If the commercial corporation does not transfer the right of ownership to the non-cash deposit, the depositor will pay its price in cash according to the valuation in the social contract and the commercial corporation taken over will return the deposit unless it has issued it or is obliged to issue it to another authorised person.

(2) Where the depositor transfers a share of another, the transferee shall be liable for the fulfilment of the obligation under paragraph 1, unless it concerns the acquisition of a share in the European regulated market.

§ 27

(1) After the establishment of a commercial corporation, the deposit manager shall forward to it the deposit items with the fruits and benefits, unless the social contract provides otherwise for fruit and benefits.

(2) In the absence of a commercial corporation, the depositor shall return the deposit items or parts of them, together with the fruits and benefits without undue delay to the depositors; the founders are jointly and severally liable for the fulfilment of this obligation.

§ 28

If the price of the non-cash deposit does not reach it on the date on which the commercial corporation acquired ownership, the amount of the valuation stated in the social contract, the depositor shall pay the difference in money; Paragraph 26 (2) shall apply mutatis mutandis.

§ 29

The provisions of this part shall apply mutatis mutandis to capital increases, with the exception of Articles 17 (2), 18, 23 (1), 24, 25 (1) and 27 (1).

Díl 5

Capital

§ 30

The core capital of a commercial corporation is the sum of all deposits.

Díl 6

§ 31

The share shall represent the participation of the shareholder in the commercial corporation and the rights and obligations arising therefrom.

§ 32

(1) Each shareholder may have only one share in the same commercial corporation; This does not apply to participation in a capital company and the share of a commanditist.

(2) The share of a shareholder in a commercial corporation shall not be represented by a security or a book-entry security, unless it is a capital company or where other legislation so provides.

(3) If the holding is a joint-ownership company, the joint-ownership company is a joint-ownership company and only the manager of the joint-ownership company manages the share.

(4) If the cooperative is co-owned, the joint owners are joint members and the joint management of the cooperative is managed by the manager, which can only be one of the co-owners. If the co-owners of the cooperative are spouses, the share may be managed by any of them.

(5) The provisions of the Civil Code on the establishment and establishment of a lien in a commercial corporation which is not represented by a security or a book-entry security shall apply mutatis mutandis to the establishment and establishment of a lien in a corporation.

§ 33

A commercial corporation may acquire its own shareholding only if provided for by this law.

§ 34

Share in profit and other own resources

(1) The profit share and other own resources shall be determined on the basis of sound or exceptional financial statements approved by the highest corporate body. On the basis of the financial statements referred to in the first sentence, profit and other own resources may be distributed until the end of the financial year following the financial year for which the financial statements were drawn up. Profit and other own resources may be distributed only among the members, unless the social contract provides otherwise.

(2) The amount to be broken down in a capital company or cooperative must not exceed the sum of the profit or loss of the last financial year, the result of the previous years' profit or loss and the other funds which may be used by the capital company or cooperative at its discretion, minus allocations to reserves and other funds in accordance with the law and the social agreement. A decision taken by the Supreme Authority contrary to the first sentence shall not have legal effect. Funds whose creation, amendment or termination is regulated by law or by a social contract in a manner which does not allow their division may not be used for division.

(3) The statutory authority decides on the payment of the profit share and other own resources. If the division is contrary to the law, profit shares or other own resources shall not be paid. It is considered that those members of the statutory body who have agreed to pay in violation of the law have not acted with the care of a proper operator.

(4) The share of profit and other own resources shall be payable within 3 months of the date on which the decision of the company's top authority on its division was taken, unless the law, the social agreement or the highest authority determines otherwise.

(5) The provisions of this Law on the distribution and payment of other own resources do not apply to the reduction of capital.

§ 35

Advances on profit participation

(1) The advance on the share of profits can only be paid on the basis of interim financial statements which show that the commercial corporation has sufficient resources to distribute profits. The sum of the advances on the share of profits cannot exceed the sum of the profit of the current financial year, the profit of the previous years and of the other profit-making funds that a commercial corporation may use at its discretion, minus the allocations to reserves and other funds in accordance with the law and the social agreement.

(2) The advance on the share of profits shall be repaid within 3 months of the date on which the due or exceptional accounts were or should have been approved, unless the amount of profit to be distributed resulting from the ordinary or exceptional accounts is at least the sum of the advances on the share of profits paid in accordance with the law and the highest authority has decided to allocate that amount.

§ 36

Settlement interest

(1) A settlement right (hereinafter referred to as the "settlement interest ') shall be established when a shareholder's participation in a trading corporation ceases to exist without the legal successor, unless another law provides otherwise.

(2) Paragraphs 3 and 4 shall apply unless a social contract determines another appropriate way of determining the amount of the settlement interest.

(3) The holding shall be determined on the date on which the shareholder's participation in the commercial corporation ceases to exist, on the basis of the equity capital determined from the interim, orderly or extraordinary accounts drawn up on the date on which the shareholder's participation in the commercial corporation ceases to exist. This does not apply if the substantially real value of the company's assets differs from its valuation in accounting. In such a case, the fair value of the assets, less the amount of debts recognised in the financial statements according to the first sentence, shall be taken into account when determining the settlement interest.

(4) The settlement share shall be determined by the ratio of the shareholders' shares of each form of trading corporation.

(5) The settlement interest shall be paid in cash without undue delay after the amount of the settlement agreement or agreement has been established or may be established, unless otherwise specified in the social agreement or agreement.

Share of the liquidation balance

§ 37

(1) Each member shall have the right to a share in the balance of the liquidation when the winding-up business is cancelled; Save as otherwise provided in the social agreement or agreement of the members, this share shall be paid in cash.

(2) The liquidation balance shall be allocated among the members first to the amount in which they have fulfilled their deposit obligation. If the liquidation balance is not sufficient for that distribution, the shareholders shall participate in the liquidation balance in proportion to the amount of their deposits paid up or carried.

§ 38

(1) The balance of the liquidation balance shall be distributed equally among the members and, for the capital companies and cooperatives, according to their shares.

(2) The liquidator shall pay the share of the liquidation balance without undue delay after approval of the application for the use of the liquidation balance. If the application for the use of the liquidation balance is not approved, the court shall decide on its division on the application of the liquidator or member.

(3) The provisions of paragraphs 1 and 37 are not applicable if the social contract so provides.

§ 39

In the event of the winding-up of a business corporation, the shareholders shall be liable for its debts after the liquidation up to their share of the liquidation balance, but at least to the extent that they have guaranteed its duration. The partners shall be equal to each other in the same way as under liability for the duration of the company. If the shareholders did not guarantee the company's debts for the company's duration, they shall settle among themselves according to the ratio of their shares to the date of the company's demise.

§ 40

Limitation of distribution and payment of profit participation or other own resources

(1) A capital company or cooperative may not distribute profits or other own resources if, on the date of the end of the last financial year, the equity capital resulting from sound or exceptional financial statements or the equity capital after that distribution is reduced below the amount of subscribed capital increased by funds which cannot be distributed by law or social contract. The decision taken by the Supreme Authority in contravention has no legal effect.

(2) Where development costs are reported in balance sheet assets, the capital company or cooperative may not distribute profits or other own resources unless the amount to be distributed in accordance with Paragraph 34 (2) is at least equal to the non-written part of the development costs. The amount of unwritten development costs shall be reduced by the amount to be broken down in accordance with Paragraph 34 (2). The decision taken by the Supreme Authority in contravention has no legal effect.

(3) A commercial corporation may not pay off a share of profits or other own resources if it causes bankruptcy under another legislation. This also applies to the payment of the advance on the share of profits.

(4) The right to a share of profits or other own resources not paid up to the end of the accounting year as a result of paragraph 3 shall cease. Unpaid profits or other own resources shall be accounted for by the capital company or cooperative in favour of the account against which it was originally booked and, if this is no longer possible, by the account of the undistributed profits of past years. This does not apply to members of a public commercial company and associates.

(5) A commercial corporation may not grant free of charge to a member or a person close to it. This does not apply when

(a) usual occasional gifts,

(b) a commitment made at an appropriate level to the public interest;

(d) an advantage granted by a commercial corporation under the law.

§ 41

Paragraph 40 (3) shall apply mutatis mutandis to the granting of an advance, loan or loan by commercial corporations for the purpose of acquiring its shares or the provision of collateral by commercial corporations for those purposes ("financial assistance ') and to the acquisition of shares by employees on favourable terms.

§ 42

Transfer of shares

(1) The death or demise of a member shall be passed on to the heir or successor, unless the social agreement prohibits or limits the transition. The prohibition or restriction on the transfer of shares in a public limited company and in a housing cooperative shall be prohibited.

(2) If, at the time of the succession proceedings, the heirs have failed to assess the rights attached to the share which is the subject of the estate and if the administrator of that part of the estate is not appointed, the court which is hearing the estate shall, at the request of a commercial corporation or one of the heirs, appoint such an administrator. The estate manager shall be entitled to exercise all rights attaching to the share.

§ 43

Share distribution

(1) The share of a public company shareholder and the share of an associate under Paragraph 118 cannot be distributed.

(2) The share of the Comanditist pursuant to § 118 and the share of the limited liability company's shareholder may be split only in connection with its transfer or transfer, unless the social contract provides otherwise.

(3) In order to distribute the share, the agreement of the highest authority of the commercial corporation is necessary.

Díl 7

Corporate bodies

§ 44

(1) The highest authority in the personal company is all its partners, the general meeting in the capital company and the membership meeting in the cooperative.

(2) For the purposes of this Act, the supervisory board, supervisory board or other similar body shall be the supervisory authority of the commercial corporation.

(3) The collective body shall elect a President whose vote is decisive in the event of a tie, unless the social agreement provides otherwise in this case; that doesn't apply to personal companies.

(4) The statutory body of a personal company is every partner of the company.

(5) The statutory body of a limited liability company shall be each agent, unless the social agreement determines that multiple managers are a collective body.

§ 45

(1) In what cases the decision of the commercial corporation body shall be viewed as if it had not been taken shall be assessed in accordance with the provisions of the Civil Code governing the association; This does not apply to decisions that are contrary to good manners.

(2) The decision of the commercial corporation body shall be regarded as not being adopted also if its content is indefinite or incomprehensible or obliges it to impracticable performance.

(3) If the decision of the commercial corporation body is not certified by a public instrument, drawn up no later than 60 days after the date of its adoption, it shall not have legal effect.

(4) The provisions of the Civil Code on apparent legal conduct, the nullity of legal conduct, the error and the consequences of the nullity of legal conduct are not applicable to decisions of the commercial corporation body, except for the obligation to compensate for damage caused by invalid legal conduct.

(5) The decision taken by the commercial corporation shall have an effect on the commercial corporation at the time of its adoption. The decision of a single shareholder within the jurisdiction of a commercial corporation shall be effective against it as soon as it is reached. The decision of the corporate body shall be taken by third parties as soon as they have become aware of it or could have become aware of it.

§ 46

(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;

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

Zobrazit všechna ustanovení (3447)

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Regulation Information

Citation	Act No. 90 / 2012 Coll., on Commercial Companies and Cooperatives (Commercial Corporation Act)
Regulation Type	-
Author	-
Collection	Code of Laws

Date of Promulgation	22.03.2012
Effective from	01.01.2014
Effective until	-
Status	Valid

The regulation text is for informational purposes only.