Business Corporations Act

Original Language Title: Zákon o obchodních korporacích

Read the untranslated law here: https://portal.gov.cz/app/zakony/download?idBiblio=74908&nr=90~2F2012~20Sb.&ft=txt

90/2012 Sb.



LAW



of 25 June 2002. January 2012



for companies and cooperatives



(Business Corporations Act)



Parliament has passed the following Act of the Czech Republic:



PART THE FIRST



BUSINESS CORPORATION



TITLE I OF THE



Part 1



Common provisions



§ 1



(1) the Business Corporations are commercial companies (hereinafter referred to as

"the company") and the cooperative.



(2) Companies are a public company and limited partnership

company (hereinafter referred to as "personal"), a company with limited liability

limited and joint-stock company (hereinafter referred to as "limited liability company") and the

the European company and the European economic interest grouping.



(3) the Cooperatives are cooperative and the European cooperative society.



(4) the European company, the European economic interest grouping and

the European cooperative society are governed by the provisions of this law in

the extent to which it is admitted directly applicable European Union legislation

governing the European company, the European economic interest grouping

or European cooperative society.



§ 2



(1) Personal company may be established only for the business purpose

or for the purpose of administering its own property.



(2) the activities of which, according to another legal act may exercise the

only a natural person may be subject to the business or activities of

business corporations, if this activity will be carried out by persons

which are authorised under other legislation. The responsibility of the

These persons under other legislation is not affected.



§ 3



(1) the provisions of the Civil Code shall apply to the design of business

corporations, only when provided for in this law.



(2) If this Act Imposes an obligation to replace the injury affects the pest and

the obligation to replace the non-material damage.



(3) a social contract under this title and title IV shall mean (i)

the statutes and articles of the Charter.



(4) a partner under this title means the Member of the cooperative.



§ 4



(1) If this Act companion business corporations the ability to sue

for her or against her, a right, carries a mandatory person the burden of

the burden of showing that the infringement did not commit, unless the Court

Decides that it cannot reasonably be required.



(2) paragraph 1 shall apply mutatis mutandis, alleges to companion or former

companion after another companion to call, like the performance or remuneration

injury, if the termination of his position in a business corporation

or was caused by the injury in connection with his position in the business

Corporation in terms of this law or another legal

the code.



§ 5



(1) the Corporation may require that the person who violated the ban on

competitive negotiations, issued the benefit gained as a result

or that it has transferred the rights arising from it, unless it rules out the nature of the

acquired rights; This applies similarly to any other acquirer of this

benefits or rights, unless the purchaser acted in good faith.



(2) the right referred to in paragraph 1 may be required to apply for a person within 3 months from the date

the day on which the business corporations of violating this prohibition,

not later than 1 year from the infringement; to later claimed the right to

be taken into account.



§ 6



(1) the legal acts relating to the creation, creation, changes, cancellation or

the demise of the business Corporation require the written form with certified

signatures, are otherwise invalid; the Court will take into account this invalidity without

the proposal.



(2) paragraph 1 shall not apply to the decision of the Supreme authority of the business

corporations.



section 7 of the



(1) If a limited liability company or cooperative business

the schedules also an indication of its capital, this information must relate to the

only subscribed and paid-up part of the capital.



(2) joint stock company without undue delay after its establishment and

published continuously in a manner enabling remote access, which is for

free to the public, so that the information made available by a simple

in a way, after entering your e-mail address (hereinafter referred to as "Internet

the page "), the information that is required to be placed on business papers, and

additional information provided for by this law.



(3) Establish a limited liability company website

subject to the provisions of paragraph 2.



(4) paragraphs 1 to 3 shall apply mutatis mutandis in relation to the race of the foreign

the capital of the company or foreign cooperatives or to its branch.

Information on the entry of foreign persons in the register of entrepreneurs in the State whose

the law of the foreign person controls shall not be required, unless this right to write

to such records or stores.



Part 2



The establishment of a business corporation



§ 8



(1) the business corporation is determined by the social contract. Social

the contract, which is determined by the limited liability company, requires a form of

public documents. The social contract establishing a cooperative referred to in

of this law, shall be concluded by the adoption of the constitutive meeting.



(2) if the legislation so permits, the company started by a single

founder, is taken in the form of memorandum

public documents.



§ 9



(1) if there is no proposal for the registration of a company in



the commercial register

filed within 6 months from the date of its formation, occurs the same

effects such as during withdrawal.



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



(3) in the team after expiry of the period referred to in paragraph 1 or 2 applies, the

that all candidates have taken back my application.



§ 10



If by the Act the expert shall be required to draw up an expert,

It shall be impartially and independently, for whom or in whose favour

is an expert review.



Part 3



The one-man company



§ 11



(1) a capital company may establish a single founder.



(2) a limited liability company may have a sole partner in due

all of the shares in his hands.



§ 12



(1) the scope of the Supreme authority exercised in the single-member company

Companion.



(2) if required by law or other legal regulation, to decision

the supreme body of the company was certified by public deed, has

the decision of the sole partner form of public documents.



section 13



The contract between the companies represented by the single driver only

Member and this companion requires the written form with an officially

verified signatures. This shall not apply if such contract is concluded in the framework of

ordinary course of trade and for the conditions in it.



§ 14



If the company by a one-person company, the arrangements

the social contract, which prohibit or restrict the transferability or

stop, or the ability to transition a share, during the period when the single driver

companies, not taken into account.



Part 4



Deposit



§ 15



(1) a deposit is the subject of the representation of the value of the deposit money into the basic

capital business corporation. The joint-stock company the deposit indicates the

as nominal or book value of the shares.



(2) subject to the deposit is a thing with a companion or a future companion

(hereinafter referred to as the "depositor") undertakes to insert into the business Corporation for the purpose of

the acquisition or increase of holding in it (hereinafter referred to as "the deposit obligation").



(3) the deposit obligation can be fulfilled by paying in cash (hereinafter referred to as

the "deposit"), or by injecting the money other appreciation of things (hereinafter referred to as

the "consideration").



(4) the emission rate for the purposes of this Act shall mean a deposit and any

emission or deposit premium.



section 16 of the



(1) for the duration of business corporations after its cancellation has

a companion to the right to a refund of the deposit item.



(2) you cannot negotiate or pay the interest on the emission rate.



§ 17



(1) the depositor shall fulfil the deposit obligation within the time limit and in the manner specified

This law and the social contract.



(2) valuation of a non-monetary contribution shall be entered in the social contract

business corporations.



(3) a non-deposit must not be work or services.



Deposit Manager



section 18



(1) before the creation of the business Corporation receives and manages paid or

the transferred objects deposits or parts of the social contract

the designated administrator of the deposits; the administrator deposits can also be the founder or

one of the founders.



(2) unless otherwise agreed, the administrator carries out the activity on the basis of deposits

the provisions of the order under the civil code.



§ 19



If a non-deposit, is the subject of the real thing the deposit entered so

the depositor shall transmit to the administrator deposits proclaimed thing and a written declaration with the

officially certified signature of introducing the real things.



section 20



(1) If a non-deposit a movable thing, is the subject of the deposit entered

passing things administrators deposits unless the social contract specifies otherwise.



(2) if it is not from the nature of things can be de facto transfer movable property,

passed to the submitting data or other carriers that capture

pass a thing, and documentation that captures the nature, content and other

really important for the possibility of the use of a non-monetary contribution.



section 21



(1) If a non-race or part of the deposit is subject to the deposit

effect of the transfer agreement included. To the Treaty on the transfer of the plant or its

section shall apply mutatis mutandis to the provisions of the civil code.



(2) if the non-deposit claims, is subject to the deposit entered

effect of the contract of deposit claims. On the contract of deposit claims
shall apply mutatis mutandis to the provisions of the civil code on referral

the claim. The depositor is liable for her when her costing within the above.



(3) the claim of the shareholder capital of companies cannot be

the subject of his deposit to this company; offset against claim

the company to repay the emission rate can only be contracted. Contract

netting requires written form and its design approved by the General

meeting.



section 22



In other cases the consideration included the effectiveness of the Treaty on

deposit between the depositor and the administrator of the deposits.



section 23



(1) a financial contribution to the capital of companies is paid back to a special

an account at a bank or savings and credit cooperative societies (hereinafter referred to as "the Bank"),

that will establish a deposit Manager. With these means will not allow the Bank to dispose of the

before a capital company, unless it is a reimbursement

provisioning expense or reimbursement of the emission rates of the founders.



(2) consideration to a capital company placed before

the emergence of.



section 24



(1) the administrator shall issue a deposit-who is entitled to submit a proposal to the

the commercial register, the written declaration of compliance with the obligation of deposit

or part of the individual depositor. Declaration is attached to the

proposal on registration in the commercial register, unless the law write range

compliance with the obligation to deposit in the commercial register is not required.



(2) if the administrator deposits the Declaration referred to in paragraph 1, the higher the amount, the

than that in which the obligation has been fulfilled, the deposit is guaranteed by the creditors of a business

the Corporation for its debts to the amount of the difference; liability of the administrator

the deposit shall be forfeited if the claim on the business the Corporation applied for

the Court in the 5 years since the inception of a business corporation.



§ 25



The transfer of ownership



(1) subject to the right of ownership of the deposit before the creation of the business vnesenému

corporations business Corporation acquires the moment of its creation.



(2) the right of ownership to immovable things recorded in a public list

that is the subject of a deposit, the business corporation registration

ownership rights to the public list on the basis of a declaration under section

19; This applies mutatis mutandis to the other things to which the right of ownership shall take

entry in the list.



section 26



(1) if the business does not go the Corporation ownership of nepeněžitému

the deposit, which is included, the depositor shall pay its price in cash by

the awards listed in the social contract and the business Corporation acquired

the subject of deposit returns, unless it has issued or is obliged to issue the other

authorized person.



(2) if the depositor Converts (Companion) on the other, shall be liable for the fulfilment of the

the obligations referred to in paragraph 1, unless it comes to the acquisition of a share on a regulated

the market is located in a Member State of the European Union according to the law governing the

business on the capital market (hereinafter referred to as "the European regulated market").



section 27 of the



(1) after the formation of the business corporation, the administrator shall forward her deposit items

deposits with the fruits and benefits, except in respect of the fruits and benefits of social

the Treaty specifies otherwise.



(2) does not arise if the business corporation, Manager of the deposit, the deposit items

or their parts and with the fruits and benefits without undue delay, return

depositors; for the fulfilment of this obligation is guaranteed by the founders, together and

severally liable.



section 28



If the price of a non-monetary contribution does not reach the day when it business

the Corporation took ownership of the emission rate referred to in the above

social contract, the depositor pays the difference in money; the provisions of §

26 paragraph. 1 shall apply mutatis mutandis.



section 29



The provisions of this part, with the exception of section 17(2). 2, section 18, section 23, paragraph. 1,

§ 24, § 25 paragraph. 1 and section 27. 1 apply mutatis mutandis also to increase

of the capital.



Part 5



The capital of the



section 30



The capital of the business corporation is the total of all deposits.



Episode 6



The share of



section 31



The share represents the partner in a business Corporation and the rights and

the obligations resulting from such participation.



§ 32



(1) each partner may have only 1 share the same business corporation;

It does not apply to participation in the share capital of the company and under.



(2) the share of partnership in business corporation must be represented by a valuable

paper or book-entry a valuable paper, unless this is the capital

the company or, if so another piece of legislation.



(3) to stop the share in business corporation can be only under the conditions,

for which it can be converted; stop share in housing can be

the statutes may make or exclude.



(4) If a share in the co-ownership of a trading company, are

co-owners and share a common companion to business manages

the company administrator only common things.



(5) If a share in the team in co-ownership, are co-owners of the

common members and share to the team administrator manages the common things

which may be the only one of the joint owners. If the co-owners

the spouses share in the team, the team can manage to share

any of them.



section 33



Business Corporation may acquire its own shares, only if so provided by the

This law.



Profit share



§ 34



(1) the proportion of the profit shall be determined on the basis of proper or special accounting

statements approved by the highest authority of business corporations. It can be

split between members only, unless the social contract specifies otherwise.



(2) the profit share in capital companies is payable in 3 months

the date on which the decision was taken by the Supreme authority of the business

the Corporation about its distribution, unless the social contract, or the highest

the authority determines otherwise. Share of the profit in personal companies is due to the

6 months from the end of the accounting period, unless the social contract shall determine the

otherwise.



(3) the payment of the share of the profit shall be decided by the statutory body. If

distribution of profit and profit shares in contravention of this Act, the market shares on the

profit shall not be paid. It is considered, that the members of the statutory body,

with the payment of the share of the profit in contravention of this law

agreed, negotiated with the thrift.



section 35



(1) the proportion of the profit shall not be refunded, unless the person was the profit share

paid, knew or should have known that when a payment has been broken

the conditions laid down by this law; in doubt the good faith

It assumes.



(2) the limitation period of the right of return of the profit share referred to in paragraph 1

begins to run on the date of payment.



(3) paragraphs 1 and 2 shall not apply to the advance referred to in § 40 paragraph. 2.



section 36



(1) when the demise of the participation of the partner in the business Corporation for its duration

otherwise than by transfer of the share or the granting of an impact in performance management

the decision arises companion, or his successor in title the right to

settlement (the "settlement"), unless other legislation

provides otherwise.



(2) unless the social contract, the amount of the settlement

share on the date of demise of the participation in the business of the Corporation to own

capital found from the interim management, proper or extraordinary accounts

built to the expiry date of the participation in a business corporation.



(3) paragraph 2 shall not apply if it differs considerably, the fair value

the company's assets from its valuation in accounting. In this case,

When determining the amount of the settlement share is based on the fair value of assets

reduced by the amount of debt reported in the financial statements referred to in paragraph 2.

The social contract may specify other suitable way to determine the settlement

the share.



(4) the Settlement shall be determined by the ratio of share of associates shares for each

forms of business corporations and paid in cash without undue delay

then, what is or can be identified the amount referred to in paragraph 2 or 3,

unless the social contract or agreement between business corporations and

Companion or partner, whose participation lapse, or his legal

the successor to determine otherwise.



Share in the surplus upon liquidation



§ 37



(1) the cancellation of the business corporation with each partner has the right to

to share in the surplus upon liquidation; unless otherwise provided in the social contract, or

the agreement of the shareholders otherwise, this share is paid in money.



(2) the liquidation balance shall be divided among the partners, in the first

What done your deposit obligation. It is not enough if the liquidation balance

on this Division, on the winding-up balance in associates

relative to the size of its paid-in or brought by deposits.



(3) If none of the deposit obligation, the

winding-up balance between partners equally.



section 38



(1) the rest of the winding-up of the balance shall be allocated equally among partners

and in the case of capital companies and cooperatives by their shares.



(2) the liquidator shall pay the share of the winding-up of the balance without undue

delay after approval of the proposal on the use of winding-up the balance. If it is not

proposal for the use of winding-up the balance of the approved, shall decide on the allocation of

the Court on the proposal of the liquidator or a companion.



(3) Determine if the social contract, the provisions of paragraph 1 and article 37,

do not apply.



section 39



When you cancel a business corporation with partners shall be liable for its

After the extinction of the debt to the amount of their share in the surplus upon liquidation;

at least, however, the extent to which: "for its duration. Between them, the

the companions of the deal in the same way as when the liability for the duration of the
the company. If the companions for the duration of the company for the debts

the company neručili, settled among themselves according to the proportion of their

the shares on the date of dissolution of the company.



Restrictions on payment of profit or other custom resources



section 40



(1) the Corporation shall not pay profit or funds from other

own resources, nor to pay them, if it's caused by the

the decline in other legislation.



(2) an advance on the payment of the profit share may be paid only on the basis of the

interim financial statements, of which shows that the business of the Corporation has

sufficient funds for the distribution of profit. The amount of the advance payment of the profit

cannot be higher than the sum of the result of the normal

of the accounting period, retained earnings from previous years and other funds

from the profit reduced by allocated from previous years and mandatory allocation

to the reserve fund. The backup cannot be used to pay the reserve funds,

they are created for other purposes, or own resources, which are

earmarked and whose purpose is not authorised to change the business of the Corporation.



§ 41



The provisions of § 40 paragraph. 1 shall apply mutatis mutandis to the grant of advances, loans

loan or business corporations for the purposes of the acquisition of its shares or

provision of security business corporations for that purpose (hereinafter referred to as

"financial assistance") and the acquisition of the shares of employees at concessional

terms and conditions.



section 42



The proportion of gradient



(1) Death or dissolution of partnership passes his share in the business

Corporation to the heir or successor in title, unless the social contract

the transition to prohibit or restrict. The prohibition or restriction of the transition share in stock

the company and the housing association is prohibited.



(2) unless the heirs at the time of a heritage on the exercise of the rights

associated with a share, which is the subject of the estate, and if it is not

This part of the estate administrator appointed, appoint such an administrator

the court hearing on the proposal of the deceased, Corporation, or business

one of the heirs. The administrator of the estate is entitled to exercise all the

rights associated with the shares.



§ 43



The distribution share



(1) the partnership and share public company komplementáře

under article 118 cannot be split.



(2) the share of under under section 118 and the share of the partnership of the company with

limited liability company can be divided only in connection with his transfer or

the social contract, unless determined otherwise.



(3) to the distribution share is required the consent of the Supreme authority of the business

corporations.



Episode 7



Authorities of the business corporation



§ 44



(1) the highest authority in personal companies are all her

companions, in the capital of the company in general meeting and team member

the meeting.



(2) the inspection authority of the business corporation, for the purposes of this Act,

means the Supervisory Board, the Audit Commission or other similar authority.



(3) the collective body shall elect a Chairman, whose voice is in the case of equality

the vote is decisive, unless the social contract for this case to be determined

otherwise; It does not apply to partnerships.



(4) the statutory body of the company is each of her personal Companion.



(5) the statutory body of the company with limited liability is each

Managing Director, unless the social contract specifies that managers make up

collective authority.



section 45



(1) cases in which the decision of the authority is looking at the business

the Corporation, as it would not be accepted, it shall be assessed in accordance with the provisions of the

of the Civil Code governing associations; It does not apply to the decision,

that is abhorrent to morality.



(2) The decision of the authority of the business corporation with the visor, as would have been

accepted also if its contents vague or abstruse

or commits to undertake the implementation.



(3) the provisions of the Civil Code of the apparent legal negotiations

the invalidity of legal acts, and the consequences of the invalidity of the legal confusion

negotiations on decisions of the authority of business corporations with the exception of the

obligation to compensate for the injury caused by an invalid legal act

do not apply.



(4) the decision of the authority of the business Corporation Act against Commercial Corporation

at the moment of adoption. The decision of the sole partner in the scope of the authority

Business Corporation is effective against it, as soon as it occurs. Against third

persons who operate the business decision of the authority of the Corporation from the time when the

Learn about it or learn to.



section 46



(1) a member of the authority of the business corporation cannot also be the one who is not

integrity in the sense of the law on trades, and even the one who

There was the fact that it is an obstacle to the operation of the trade.



(2) who has become a member of the authority of the business corporation, the founder of the

or commercial corporation informs that on its property, or

assets of business corporations in which it operates, or served in the last 3

years as a member of the authority, was led by insolvency proceedings in another

law or proceedings under section 63 to 65 of this law, or whether the

He is not given any other obstacle function.



(3) a representative of the legal person, who is a member of the authority of the business

corporations must comply with the requirements and conditions for the performance of functions

provided by law for the Member of the authority itself and injury caused by

Business Corporation jointly and severally liable with the replaces the legal person,

He represents; the provisions of the civil code on the consequences

ineligibility for the performance of the function and its losses will apply to the representative of the

Similarly.



(4) The representative of the legal person, who is a member of the authority of the business

the Corporation, the provisions of this law on conflict of interests,

non-competitive behaviour and the provisions of the law on

the obligation to act with due managerial diligence and the consequences of a breach of this

obligations.



section 47



Limitation of jednatelského business corporation social authority permission

agreement or any other arrangement or decision of the authority of the business

corporations are not effective against third parties, even if it was published.



section 48



A legal hearing, to which the consent of the highest authority of business corporations

in cases required by law, is not valid; This can be the invalidity of the

call within six months from the date on which the invalidity of the authorized person

learned or learn should, and could, but within ten years from the

the date on which such negotiations occurred.



section 49



(1) in the event that the control authority consents to the statutory

authority, in respect of which this Act or the social contract require its

prior approval, or if the authority, the authority shall prohibit

certain activities, the members of the statutory body instead of behind the

any injury caused by those members of the supervisory body of the company,

who have not dealt with the thrift.



(2) if the consent of the inspection authority to the negotiations referred to in paragraph 1,

responsible for any injury to the members of the supervisory authority and the statutory

authority, who act with due managerial diligence, together and

severally liable.



section 50



The contract was concluded without the law required proof of an expert

the report, or in contradiction with such a judgement, it may be the one to which the

the protection of the proof of use of the expert opinion, relied on after the other Contracting

side of the settlement, and this within 3 months from the date when the party to whom the

such was the conclusion of the contract of injury, learns that the agreed consideration

is lower than what would be implied from the expert's report, the latest

in the 10 years since the conclusion of the contract. Settlement is made in cash,

as if the consideration was agreed upon by the expert's report. After a futile

expiry of this time limit, the Contracting Party may be disadvantaged from the contract

withdraw.



Rules of conduct of members of the authority



section 51



(1) Carefully and with the necessary knowledge is the one who can

business decisions in good faith reasonably assume that it is

in order to make informed and obhajitelném business corporation; This does not apply,

If such a decision was not made with the necessary loyalty.



(2) a member of the statutory body of the company may ask

the highest authority of the business Corporation of the granting of the order concerning the

business management; This is without prejudice to the obligation to act with care

the ordinary householder.



section 52



(1) when assessing whether the authority has acted with due managerial diligence,

always take into account the care you would in a similar situation were spent by the other

a reasonably careful person would have been in the position of a member of the like authority

business corporations.



(2) If, in proceedings before the Court examined whether the authority of the business

the Corporation has acted with due managerial diligence, carries the burden of this

Member, unless the Court decides that it cannot reasonably be required of him.



section 53



(1) a person who has breached the duty of care of the proper, shall issue to the

Business Corporation, in connection with its

by negotiation. It is not possible to issue the benefit, it will replace the mandatory

person business Corporation in the money.



(2) the legal act limiting the liability of a member of the business corporation

of its organs shall be disregarded.



(3) if the violation of the care Was good managerial care business corporation

the injury may be business corporation deal according to the contract concluded with the

liable person; for the effectiveness of the Treaty, requires the consent of the Supreme

authority of the business Corporation received at least a two-thirds majority of the votes
all of the shareholders.



(4) if the Court declared invalid a resolution of the Supreme authority of the business

Corporation authorizing the settlement of the contract of injury referred to in paragraph 3,

as to an invalid; from the date of the decision of the

the invalidity of the resolution runs for exercise of the right to claim injury, according to

paragraph 1 of the new limitation period.



Rules on conflicts of interest



§ 54



(1) if the authority of the business corporation, it may, in the exercise of his

function occur a conflict of interest with the interest of the business corporation,

shall inform without delay the other members of the authority, which is

a member of, and control authority, was to set up, otherwise the highest authority. It

shall apply mutatis mutandis to a possible conflict of interest persons a member authority business

close Corporation or persons affected or controlled by him.



(2) The Authority shall fulfil the obligations referred to in paragraph 1 and shall inform the

the highest authority, unless he himself as the sole member shall exercise its

the scope of the.



(3) this provision is without prejudice to the obligation of a member of the authority of the business

Corporations Act in the interest of business corporations.



(4) the inspection or the highest authority can suspend time on the stage

a member of the authority which shall notify the conflict of interest referred to in paragraph 1, the performance of its

function.



section 55



(1) if the authority intends to trade close Corporation with the corporations

the Treaty, it shall inform the authority without undue delay, which is a member of,

and the supervisory authority was set up to, otherwise the highest authority. At the same time, indicating

the conditions under which contract is to be concluded. It shall apply mutatis mutandis for the

the contract between business corporations and the person a member of its body close to the

or persons affected by or controlled by him.



(2) The Authority shall fulfil the obligations referred to in paragraph 1 and shall inform the

the highest authority, unless he himself as the sole member shall exercise its

the scope of the.



(3) the supervisory authority shall submit to the Supreme authority of the information

received pursuant to paragraph 1, where appropriate, it has issued the prohibition in § 56

paragraph. 2.



section 56



(1) the provisions of section 55 shall also apply when a business corporation

provide or strengthen the debts of the persons referred to in section 55 or to become their

co-debtor.



(2) the conclusion of the contract referred to in paragraph 1 or § 55, which is not in the interest of

Business Corporation, its highest or inspection authority to prohibit.



§ 57



The provisions of sections 55 and 56 do not apply to contracts concluded in the framework of the current

the business contact.



section 58



(1) the provisions of § 51 to 57, and the rules of the law of the non-

competitive negotiations shall also apply to the Chief Clerk; It shall apply mutatis mutandis

for the Chief Clerk in charge of the entrepreneur, which is not a commercial corporations.



(2) the obligations under sections 54 to 57 will meet the Chief Clerk the notice required

the facts of the authority that appointed him.



A contract for the performance of functions



section 59



(1) the rights and obligations between business corporations and a member of its authority

shall be governed by the provisions of the civil code mutatis mutandis on the command, unless of

the Treaty on the execution of the function, if it has been closed, or from this Act implies

something else. The provisions of the civil code on the management of foreign assets

do not apply.



(2) a contract for the performance of functions in the capital of the company shall be negotiated

in writing and approved by it, including its amendments, the highest body of the company.



(3) if the remuneration in respect of the performance of the functions agreed upon in accordance with the

This law, the performance of the function is free of charge.



(4) if the negotiated contract for performance of the functions or contained in it

the arrangement of the remuneration due to invalid on the side of the business corporation, or

If the performance of the contract due to obstacles on the part of the business

the Corporation closed or highest authority does not approve, without undue

the delay after the formation of a member of the authority of the business corporation, paragraph 3

does not apply and the reward shall be determined as at the time of the conclusion of the usual remuneration

of the contract or, if the contract has not been concluded, common in the time of the function

for the activities of similar activities, which the authority has pursued.



(5) The authority of the business corporation may resign. Must not

so, to make at the time, which is inappropriate for a business corporation.

It does not specify if the social contract or a contract for the performance of the functions otherwise,

shall notify the Member of its resignation, the outgoing body, which it has chosen, and his

the function ends with the expiry of one month from the receipt of such notification,

If the competent authority does not approve the business corporation at the request of the outgoing

another moment of extinction function. If this authority is the only companion,

the function ends on the expiry of one month from the date of delivery of the notice of

resignation to the sole shareholder, neujednají-another moment

the demise of the function.



section 60



A contract for the performance of functions in the capital of the company also includes the following

details of the remuneration



and the definition of all the components of remuneration), which belongs or may belong to the Member

authority, including, where appropriate, in kind payments into the pension system

insurance or other filling,



(b) determine the amount of remuneration or) method of its calculation, and its form,



(c) determine the rules for the payment of) the special rewards and profit for the

a member of the authority may be granted and the



(d) information about the benefits or) Rewards member body consisting in the transfer of

the participating securities, or in allowing their entry into a member of the authority

and a person close to him, to be the reward granted in this form.



section 61



(1) other performance in favor of a person who is a member of the authority of the business

the Corporation, which implies the right of legal regulation, of the Treaty on the

the performance features approved under section 59 paragraph. 2 or from the internal regulation

the approved authority business corporations, into whose jurisdiction belongs

approval of contracts for the performance of functions, can be provided only with the consent of the

the guy who approves the contract for the execution of the function, and the assessment of the control

the authority was set up.



(2) the performance under the contract on the performance of the duties referred to in paragraph 1, or

If the performance of the function probably contributed to the adverse

the economic outcome of the business corporation, unless the one who approved the

contract for the execution of the function, decides otherwise.



(3) the provisions of paragraph 1 shall apply mutatis mutandis to the determination of wages and other

the performance of a staff member who is also a member of the statutory body

the company, or to the person he loved ones.



section 62



(1) if it has been in insolvency proceedings initiated on proposal for a person other than the

the debtor by another act of the Court decided that the business

the Corporation is insolvent, the members of its organs, if it is to

the insolvency administrator, the benefit obtained from the contract on the performance of the functions, as well as

(I) any other benefit from business corporations received under

the period of 2 years back before the legal power of the bankruptcy decision if you know

or should and could know, that is a business Corporation in the impending bankruptcy

under other legislation, and in contradiction with the thrift

not done for the purpose of averting all necessary and reasonable

předpokládatelné.



(2) if the issue referred to in paragraph 1 may be replace members of the authorities

the benefits obtained in the money.



(3) paragraphs 1 and 2 shall apply by analogy to former members of the authority, the business

corporations.



Episode 8



Exclusion of a member of the statutory authority of the business Corporation in the exercise of a function



section 63



(1) in the course of insolvency proceedings the insolvency court even without design

Decides that, for the reasons referred to in section 64 Member of the statutory body of the upadnuvší

Business Corporation, who was in Office at the time of issue of the decision on the

bankruptcy or after it, not for a period of 3 years from the decision of the

the exclusion of a member of the statutory body to perform the function of any business

Corporation or be a person in a similar position (hereinafter referred to as "exclusion").



(2) It shall apply mutatis mutandis to who at the time of the bankruptcy decision

a member of the statutory body of the business corporation, or by a person in a similar

the position was no longer, but whose past conduct to the decline of the trade

corporations probably contributed.



(3) the application for a decision pursuant to paragraph 1 may be lodged by anyone who

It has an important interest.



section 64



(1) the Court shall decide on the exclusion, if during the

insolvency proceedings indicate that the performance of the functions of the person pursuant to § 63 with

taking into account all circumstances of the case led to the decline of the business

corporations.



(2) the Court shall decide on the exclusion of the person who became a member of the

the statutory authority of the upadnuvší business corporations after the start

insolvency proceedings, contributed to apparently Act to reduce

the estate and damage to creditors.



(3) the Court decides on the exclusion of



and) who became a member of the statutory body of the upadnuvší business corporation

at the time of its impending bankruptcy pursuant to other legislation, unless the

his hearing before the commencement of the insolvency proceedings filled conditions

referred to in paragraph 1, or



(b)) who proves that when his dealings incurred such expenses, which would be in

a similar situation has spent other reasonably careful person in a similar

position.



section 65



(1) in addition to the cases referred to in sections 63 and 64, the Court may decide, without design

the exclusion, if found that the statutory body in the last

3 years repeatedly and seriously violate the proper care of the landlord, or

other assistance pursuant to other legislation related with the performance of his

function; the provisions of § 63 paragraph. 3 shall apply mutatis mutandis.
(2) paragraph 1 shall apply, mutatis mutandis, to the one who is obliged to compensate

injury resulting from violation of the proper care of the householder.



section 66



(1) the legal power of decision on the exclusion ceases to be a person that

the decision concerns a member of the statutory body in all business

corporations; the demise of the function shall notify the Court which decided on the exclusion of

the Court, which, under other legislation leads the trade register

(hereinafter referred to as "the commercial court").



(2) the one who breaks the ban saved him by a decision on the exclusion of guarantees

the fulfilment of all the obligations of business corporations, which arose at the time when the

performed over a ban on the activities of the Member of the statutory body, though

It does not become or be stopped.



§ 67



(1) the Court shall decide without the proposal, that the person who violated the ban saved

the decision to exclude her nonromantic eliminates up to 10 years; the provisions of the

§ 63 paragraph. 3 shall apply mutatis mutandis.



(2) the Court may decide that the person, which are given reasons for

exclusion, may, under the conditions laid down in this decision to stay

a member of the statutory body of the other business of the Corporation, if the circumstances of the

a case showing that the current performance of its function in this business

the Corporation does not justify the exclusion of the enforcement function, and if the exclusion

This could lead to damage to the legitimate interests of the business corporation, or

its creditors.



(3) the Court may decide that a person who has been eliminated,

the conditions laid down in this decision continue to be a member of the

the statutory authority of the other business of the Corporation, if the circumstances of the case

show that the performance of its functions so far does not justify the exclusion of

the performance of the Corporation in this business, and if the exclusion may

result in damage to the legitimate interests of the business corporation or its

creditors; the proposal to release the decision may lodge an excluded person, or

concerned business corporations under this Act.



section 68



Liability of members of the authority in the decline of the business corporation



(1) the Court may, on the proposal of the insolvency administrator or creditors of business

the Corporation may decide that the Member or former member of its statutory

the authority is responsible for the fulfilment of its obligations, if



and) it was decided that the business of the Corporation is in decline, and



(b) the Member or former member) of the statutory authority of business corporations know

or should and could know, that is a business Corporation in the impending bankruptcy

under other legislation, and in contradiction with the thrift

not done for the purpose of averting all necessary and reasonable

předpokladatelné.



(2) paragraph 1 shall not apply to the Member or former member of the statutory

authority of the business corporation, who were demonstrably ustaveni

in order to avert bankruptcy or other adverse economic situation

Business Corporation and its function, they have worked with the thrift.



§ 69



Common provisions



(1) if the statutory authority of the business corporation legal person

the provisions on the exclusion of a member from the performance of the duties of the authority business

corporations and to a physical person, which was that legal person

intended to ensure that the function of the statutory body engaged for it.



(2) this part shall apply mutatis mutandis to a person in a similar position of Member of the

the statutory authority.



section 70



The provisions of this part and part 7 with the exception of section, paragraph 44. 1, § 45, 48, 54

up to 56 and article 61, paragraph. 1 shall not apply to the highest authority of the capital

companies and cooperatives.



Episode 9



The business group



section 71



Affecting the



(1) every person who, using their influence in business Corporation (hereinafter referred to as

"influencer") affects in a significant way the crucial behavior

Business Corporation (hereinafter referred to as "affected person") to her injury, this injury

replaces, unless he proves that he could in his influence in good faith

reasonably assume that it is in the interest of informed and obhajitelném

the affected persons.



(2) If a person fails to pay an injury no later than the end of the

the accounting period in which the injury arose, or in another agreed upon reasonable

period of time, replace the injury which in this context originated from partners

the affected persons.



(3) a person shall be liable to the creditors affected by Influential people to meet those debts,

they influenced person cannot affect the result referred to in paragraph 1

whole or in part.



(4) the influence of referred to in paragraph 1 shall mean also the influence exercised by the

through another person or other persons.



(5) the provisions of paragraph 1 shall not apply to the conduct of members of the

the affected persons and its Chief Clerk.



section 72



Exemption from the obligation to pay injury



(1) the provisions of § 71 paragraph. 1 to 3 shall not apply if the control person

under section 79 that the injury under section 71, paragraph. 1 was established in the interest of the management of the person

or other persons, which consists of concern under section 79, and has been, or will be in the

part of this concern has been applied.



(2) the injury referred to in paragraph 1 is, or will be applied, if or when the

at the appropriate time and in the context of the group applied a reasonable consideration

or other proven benefits resulting from membership in the group.



(3) If, as a result of the negotiations, the management of the person against the person-driven to bankruptcy

the controlled person, paragraphs 1 and 2 shall not apply.



section 73



The majority partner



(1) the companion, which has a majority of votes arising from participation in the business

Corporation, is the majority partner and business corporations, in which this

most of my business is a corporation with a majority partner.



(2) The total number of votes arising from the participation in a business corporation

for the purposes of this part do not count votes from their own shares in

the ownership of the business or corporation controlled by the person, or from shares,

that on account of the business corporation or persons controlled acquired other

a person acting in his own name.



(3) a share, which is not permanently associated voting rights, for the needs of

paragraphs 1 and 2 without the voting rights even if, under this Act, if

voting rights temporarily.



The controlling and controlled persons



§ 74



(1) the controlling party is the person who can trade directly in the corporate

or indirectly exercise a dominant influence. The controlled entity is a business

corporations controlled by the controlling entity.



(2) if the controlling person of the business corporation, is the parent business

corporations, and is controlled by a person if the business corporation, is a subsidiary of

business corporations.



(3) the management person under section 79 and majority partner are always

the controlling entities, except in relation to the majority shareholder of section 75

provides otherwise. Controlled by a person referred to in section 79 is always controlled by a person.



§ 75



(1) it shall be deemed that the controlling party is the person who can create

or remove a majority of the persons who are members of the statutory body

the business of the Corporation or persons in a similar position or members

the inspection authority of the business corporation, of which he is a partner, or can

the appointment or revocation.



(2) it is considered that the person controlling is the one who disposes of the share

voting rights representing at least 40% of all votes in the business

the Corporation, unless the same, or higher are treated by the other person or

other persons acting in concert.



(3) it is considered that persons acting in concert, which together handle

the share of voting rights representing at least 40% of all votes

in a business corporation, the controlling persons, unless they are the same or

a higher percentage of treated another person or other persons acting in concert.



(4) it is considered that the person controlling or persons controlling is also

the one who alone or together with persons acting in concert with it acquires

proportion of voting rights representing at least 30% of all the votes in the

Business Corporation and the share accounted for the last 3 consecutive

consecutive meetings of the Supreme authority of this person more than half

the voting rights of persons present.



§ 76



(1) the provisions of § § 56 paragraph up to 54. 1 and section 57 shall apply mutatis mutandis, if the

meeting a member of the body affected by the behaviour of the influential business corporation or

the controlling person.



(2) the provisions of sections 63 to 66 shall apply by analogy also to an influential or

the controlling person if its influence significantly contributed to the decline of

business corporations.



(3) the provisions of section 68 shall apply mutatis mutandis to an influential or controlling

the person.



(4) the provisions of § 60 (b). (d)) shall apply mutatis mutandis, to be there

the above advantages or rewards provided or is to be made of their

the provision of the Member of the authority, the affected person an influential person.



§ 77



Handling of voting rights, for the purposes of part 9: possibility

exercise the voting rights at its sole discretion, regardless of the

whether and under what law are exercised, where appropriate,

the ability to decisively influence the voting rights of another

person.



§ 78



Concerted practices



(1) acting in conformity is the meeting of two or more persons working

voting rights in order to influence, control, or a single control

business corporations. Persons acting in concert with the obligations of this

the resulting jointly and severally.



(2) it is considered that persons acting in concert are



and a legal person and a member of) the statutory body, the persons in its

direct scope, the control authority, the liquidator, insolvency
the administrator and other administrators under another law, fiduciary,



(b)) and her controlling entity controlled by the person,



(c)), influential and affected persons,



d) company limited and its associates or its only

companions,



(e)), a public company, and its partners, or only the

companions,



f) limited partnership and its partners with unlimited liability or

partners with unlimited liability,



(g)) of the person under the civil code, in



h) investment company and managed investment fund or

the pension fund or the only cultivated her funds, or



I) persons who have concluded an agreement on the exercise of the voting rights.



The concern



section 79



(1) one or more persons subject to the uniform control (hereinafter referred to as

the "controlled person") another person or persons (hereinafter referred to as "control person")

the person with the Steering Group.



(2) Uniform management is the impact of the management person to person-driven activity

monitoring for the purpose of promoting the interests of long-term concern within the

single policy concern coordination and conceptual management of at least one

of the major components or activities within the business group.



(3) the existence of a group of its members without undue delay shall publish on the

its website, otherwise you cannot proceed under section 72.



§ 80



Racing people and controlled management of the person are other races.



§ 81



(1) the authority of the management person may grant the authorities of the controlled person instructions

relating to business management, if they are in the interest of the controlling person or other

persons, which consists of the management person.



(2) The authority of the controlled person or its representative shall not in the exercise of

the functions of the obligations Act deprived the thrift; liability

for injury, however, exempt, if they prove that they can reasonably be expected that the

the conditions were met, under section 72, paragraph. 1 and 2.



The report on relations



section 82



(1) statutory authority controlled by the person, shall draw up within 3 months from the end of the

the accounting period a written report on relations between the controlling person and the

controlled and between the controlled entity and entities controlled by the same

controlling person (hereinafter the "report") for the last financial

the period.



(2) in the report on related parties shall be



and the structure of relations between persons) in accordance with paragraph 1,



(b)) the role of the controlled person in it,



(c)) ways and means to control,



(d) an overview of acts taken in) the last financial year, which was

taken at the instigation of or in the interest of the controlling person or the controlled persons,

If such negotiations covered the assets that exceeds 10% of the

the equity controlled by persons identified under the last financial

statements,



(e) an overview of contracts between) a person controlled by a person and the controlling

or between the entities controlled and



f) assessing whether the injury arose to the controlled entity, and the assessment of its

the compensation referred to in section 71 and 72.



(3) if the statutory authority the necessary information for the preparation of the report

about relationships, this fact shall be entered in the report with an explanation.



(4) statutory authority in a report about the relationships at the same time assess the advantages and

the disadvantages arising from the relationships between the persons referred to in paragraph 1 and shall indicate whether the

predominant advantages or disadvantages and what's in it for the controlled person

risks arise. At the same time indicating whether, how, and in what period

has been or will be applied to possible injury under section 71 or 72.



section 83



(1) if the person is controlled by the supervisory authority, that authority shall review the report of the

about relationships. The results of the review shall inform its highest authority, and shall communicate

his opinion, which also contains opinion on injury settlement pursuant to section

71 or 72.



(2) where the supervisory authority in the context of the verification report, that

the report contains defects, statutory authority to remedy.



(3) review of the report on the relations of the control authority shall not be required if the

controlling the only companion of the controlled entity, or if they are all

the companions of the controlled person persons acting in concert against the controlled

to the person.



§ 84



(1) the companions of the controlled entity have the right to meet with a message about the

relations and the opinion of the supervisory authority within the same period and

under the same conditions as with the financial statements; the findings of these reports

familiar companions statutory authority at the next meeting of the Supreme

authority.



(2) the report shall be attached to the annual report in accordance with the legal

the rules governing the accounting.



§ 85



(1) Each qualified under section 187 or 365 of the controlled entity,

considers that the report has not been prepared properly, it can

to propose to the Court, for the purposes of its review of the appointed expert.



(2) the proposal of any other partner on the appointment of the experts referred to in paragraph

1 brought on earlier than the expert appointed shall be deemed the accession to

proceedings, from the date of submission of the proposal. From the moment of the appointment of the experts are not

other proposals on the appointment of the expert by authorised persons.



(3) the right provided for in paragraph 1 may be applied to 1 year from the date when the

a qualified companion about the content of the report on relations learned or could

Learn manner under section 84, paragraph. 1; to later claimed the right to

be taken into account.



§ 86



(1) the Court is not bound by the proposal of a person. The parties are

controlled by the person, the applicant and the expert; the locally competent to decide

is the Court in whose circuit is controlled by a person. On the proposal for the appointment of

the expert the Court within 15 days from the date of receipt of the proposal, otherwise, the

the proposed expert approved. In the case of the fruitless expiry of this period, the Court

management of the stops; the Parties communicated about it.



(2) If the designated expert is in breach of its particularly severe

obligations, any partner pursuant to section 85, paragraph. 1 propose that

the court appointed expert and new.



(3) the controlled person will provide experts with the assistance necessary for the compilation of

the expert's report, in particular, without undue delay on your costs

provide all the necessary documents and information in the form of the required

expert.



(4) an expert shall prepare an expert opinion within the time limit referred to in the decision

the Court of the appointment of an expert, otherwise within one month after his appointment.

If the controlled person does not provide the necessary documents, experts running this period

from their grant. An expert report on the přezkoumávající

relations delivers the expert the Court that appointed him, and the person who

the report was produced by a přezkoumávanou. The conclusions of the expert delivers also

the claimant and persons under section 85, paragraph. 2, if such persons are known.



§ 87



(1) the remuneration of experts for the processing of the expert's report shall be determined by the agreement and the

shall be controlled by the person. Unless otherwise agreed between the controlled person and an expert on the

the amount of remuneration, it shall designate, on a proposal from the Court, some of them that connoisseurs

his name was. In addition to the remuneration of experts belongs effectively incurred costs

with the establishment of the expert opinion.



(2) the Court may, on the proposal of the controlled entity to decide, that the usual reward

experts for the preparation of the expert opinion and the costs referred to in paragraph 1

shall be borne by the applicant, if the expert's report, it becomes clear that

the report on relations was drawn up properly, and the proposal was clearly

abusive.



section 88



(1) the right to propose the appointment of an expert for the purposes of the review of the reports on the

relations under section 85, paragraph. 1 also has a companion, each controlled entity

If the report of the statutory authority under section 82 provides information about

that was the injury, which has not been or will not be under section 71 or 72

applied.



(2) the right to propose the appointment of an expert for the purposes of the review of the reports on the

relations under section 85, paragraph. 1 also has a companion, each controlled entity

If in the opinion of the supervisory authority under section 83, paragraph. 1 listed

objections to the report on relations, unless it is a reservation that could

be removed under section 83, paragraph. 2 and whose nature is not in terms of

the credibility and accuracy of the report on relations determined.



(3) the provisions of § 85 to 87 shall apply mutatis mutandis.



The special rights of members of the controlled entity



§ 89



In the event that the controlling entity uses its influence in the controlled entity

in a way, as a result of substantial deterioration in the position of

members of the controlled entity or other significant damage to their

legitimate interests, and therefore it is not possible for them to require fairly

in the controlled person remained, each companion who is not

controlling person or the person entitled to request her controlled, to

It controlling person his share purchased at reasonable cost;

the provisions of § 328 and 329 shall apply mutatis mutandis.



§ 90



(1) in assessing whether there has been a substantial deterioration in the position of

Associates or other significant damage to their legitimate interests

in accordance with section 89, bears the burden of showing that this occurred, companion,

unless the Court decides that it cannot reasonably be required of him.



(2) in assessing whether the substantial deterioration in the situation of shareholders

or other significant damage to their legitimate interests under section 89

the result of the use of the influence of the controlling person in the controlling entity,

bears the burden of proof on whether this has occurred, the controlling entity, unless the

the Court decides that it cannot reasonably be required.



(3) If, as a result of the impact of the controlled under section 89 in bankruptcy

under other legislation, the position of its members are always

substantially worse.
§ 91



(1) the price of the share during the procedure under section 89 shall be determined on the basis of the value of the

the assets of the business corporation with regard to the future operation of the plant, and

based on the expert opinion of the expert appointed by the Court on the proposal of the controlled entity

(hereinafter referred to as "the race"). The expert shall determine the value of the plant of the controlled entity,

in time, before the deterioration of the status of members or

Another substantial damage to their legitimate interests. On the appointment of the

the experts shall apply by analogy to § 86 that expert opinion is delivered

only the applicant and the controlling person and shall publish on the Internet

website of the company with a warning for companions, where is the

insight. If the company does not have an established website, delivers

an expert also partners, for which there has been a deterioration of their

status or other significant damage to their legitimate interests.



(2) for the purposes of the procedure under section 89 shall become ineffective constraints

transferability of the shares arising from the law or social

of the Treaty.



Episode 10



The nullity of a business corporation



section 92



(1) after the formation of the business corporation the Court also declares, even without

the proposal, to be invalid, if the



and the social contract was not taken) in the prescribed form,



(b)) has not been observed on the level of the lowest amount of

capital, or



(c)) establishes the incapacity Act all the founding

Associates.



(2) A commitment necessary for the legal existence of a legal person under

the provisions of the Civil Code concerning the invalidity of legal persons for the

Business Corporation means the only indication of the business of the company (hereinafter referred to as

"the company"), the amount of the deposit, the total amount of the capital subscribed and

the subject of the business or activity. For the legal existence of the cooperative is

only necessary putting the company, the amount of deposits and business

(activities).



(3) if required by the interest of the creditors of the business corporation, the invalid takes

the obligation of members to repay the emission rate even after the Declaration of the business

Corporation for an invalid.



Episode 11



Cancellation and termination of the business Corporation and the provisions on the disposal of



§ 93



On a proposal from the Court, who has a legal interest, or on a proposal from the State

the Prosecutor's Office, if it finds a compelling public interest,

Business Corporation and ordered its destruction also, if



and disposed of all the business of permission); This does not apply, if the

founded and to manage their own assets or for purposes other than

business,



(b)) is not able to for longer than 1 year carry out their activities and fulfil the

so its purpose,



c) cannot carry out its activities for the insurmountable contradictions between the

companions, or



(d)), which operates under a different legal regulation, may

perform only the physical person, without the assistance of those persons.



§ 94



(1) the final report on the progress of the liquidation, the proposal on the use of winding-up

the balance and accounts of the liquidator shall submit also the Supreme authority of the

business corporations.



(2) the liquidator shall ensure the preservation of these documents for a period of 10 years from the

the demise of the business corporation. In the case of the demise of the business corporation without

the liquidation shall ensure the preservation of these documents, its legal successor.



TITLE II



PUBLIC COMPANY



section 95



(1) a public company is a company of at least two persons, that

participate in its business, or managing its assets and guaranteeing its

debts jointly and severally.



(2) in the case where a legal person is a member, shall exercise the společnická

the rights and obligations of authorized her agent, which may be the only natural

the person.



(3) a partner cannot be the one whose property was in the last 3

years is declared bankrupt, or was the opening of insolvency

management rejected for lack of assets or the bankruptcy was canceled because

that is his property completely inadequate; who violates this prohibition,

the companion will not happen, although the company produces.



section 96



The company includes the designation "public company", which can be

replaced by the acronym "public official. bus. spol. "or"... " If it contains

the company name at least one of the partners, it is sufficient to indicate the "and co.".



§ 97



(1) Mutual legal relations of partners is governed by the social contract.



(2) unless otherwise agreed in the contract, are the shares of the

members of the same.



§ 98



The social contract also contains



and the company, company)



(b)) business or information, that was founded for the purpose of

management of own assets, and



(c) the determination of the shareholders the name) or the name and surname, in the case of

the name of the legal person (hereinafter referred to as "name") and a residence.



§ 99



(1) the social contract can be changed only by agreement of all members.



(2) if it is to be a change in the social contract to tamper with the rights of shareholders,

It is necessary to change the consent of those members, to whose rights

intervenes.



(3) each partner has one vote, unless the social contract shall determine the

otherwise.



§ 100



According to the social contract the deposit obligation, the companion will meet her

within the time limit, in the manner and to the extent specified by partnership agreement, or in the

money without undue delay after their participation in society.



§ 101



(1) a partner who is in delay with the repayment of the capital contribution,

apply delay interest in the amount of twice the interest on arrears of payment due

the amount provided for by other legislation, unless the social contract

specifies otherwise.



(2) a partner who is in arrears with the fulfilment of the obligation of deposit,

may be of the highest authority after expiry of the

designed to meet the additional time, if so social

the contract; This does not apply if they are in the company of only two companions. To

the decision requires the consent of all shareholders; the vote of secreted

Companion is not taken into account in decision-making.



§ 102



(1) each partner is entitled to sue for the company in court

the fulfilment of the obligations of deposit against a partner with her

fulfillment in arrears, and to represent it in this proceeding; It shall apply mutatis mutandis

for the subsequent execution of the decision. The first sentence shall not apply if it was before

the filing of the proposal has already started negotiations on the exclusion of a partner of the

the company pursuant to § 101 paragraph. 2 and in this proceeding are duly continues.



(2) the proposal referred to in paragraph 1 may submit the companion only if it

without undue delay after it notifies the company, no later than

However, within one month, the absence of the company.



section 103



(1) if it Admits the social contract, the companion to the conditions in the

social contract and with the consent of all the partners meet

its deposit obligation also performing or carrying out work or

the provision of or the provision of services. In this case, contains the

the social contract and the valuation of the work to be performed or services provided

or the way the awards.



(2) if the company is obliged to carry out for the companion work, or

to provide services, without its deposit obligation, he shall provide

the company's share of profits in the amount of the award made

the work or services provided, unless the social contract provides for different

the method of settlement.



section 104



(1) the company will replace the companion expenses incurred when

arranging the Affairs of the company and which could reasonably be regarded as

the necessary; This applies mutatis mutandis to the usual interest expenses incurred,

reckoned from the time of their spending.



(2) the right to reimbursement of expenses can be claimed within 3 months from the moment of their

spending; to later claimed the law shall be disregarded.



(3) with the consent of all the shareholders may, within the time limit referred to in paragraph 2

Companion set off a claim for reimbursement of the expenditure incurred by

paragraph 1 and interest against the claim on the repayment of the deposit.



§ 105



To make decisions in all matters of the company needs the approval of all

the shareholders, unless the social contract specifies otherwise.



Section 106



(1) a statutory body of the company are all members who

meet the requirements set out in section 46. The social contract may specify that the

the statutory body of the company are only some of the companions, who

meet the requirements set out in section 46, or one of them.



(2) If, under the social contract specifying one of the companions

referred to in paragraph 1 shall be irrevocable, the Court may determine on a proposal from the

one of the members to cancel, if it violates the specified partner particularly

seriously its obligations.



§ 107



Each partner may inspect all documents of the company and

check the data contained there; This applies mutatis mutandis to společníkova

Representative, if thanks to the same confidentiality as a companion and

the company provide proof of this fact.



section 108



(1) each partner is entitled to sue in the courts for the company against

another companion of compensation of the injury caused to the company, or

the fulfilment of any obligations deriving from the Treaty on the settlement of the injury

According to § 53 paragraph. 3; the provisions of section 102 shall apply mutatis mutandis.



(2) the Partner does not have the right to claim compensation for the injury against another

the partner referred to in paragraph 1, if approved by the Treaty on the settlement of

injury according to § 53 paragraph. 3, unless the person who caused the injury to the company, it

It controls.



section 109
(1) without the consent of all other members not to associate a business in

the subject of company business, and even for the benefit of other persons, or

facilitate business for another company. The companion may not be

not a member of the statutory or other authority other business corporations with

a similar line of business, unless it is a concern.



(2) the social contract may ban the competition edit differently.



section 110



(1) the company may proceed to the Partner or the company

stand out by changing the social contract.



(2) the Member shall be liable for the debts of the companion and the company incurred prior to the

his accession. However, it may require other companions to

He provided a full refund for the provided performance and replaced with cost

by United.



section 111



(1) after the demise of the participation in the company shall be liable for the debts only companion

the company incurred prior to the termination of its participation.



(2) a companion after the company cannot demand that he was paid

share or split between the partners.



section 112



(1) the profit and loss is divided equally between the partners.



(2) a partner has the right to share in the profits in the amount of 25% of the amount in which the

fulfilled his obligation to the deposit. If the profit of the company for the payment of the

This amount is not sufficient, distributed among shareholders in proportion to the amounts in

which meet its deposit obligation. The remaining profit is divided between

partners pursuant to paragraph 1.



(3) if the partner provided profit under section 103

paragraph. 2, the provisions of paragraph 2 or 3 only on the part of the profit,

that is not divided as follows.



(4) if the social contract provisions derogating from paragraph 1

only for profit or just for a share in the loss, if any,

doubt that this provision applies to both the social contract

share of the profit, so the share of the loss.



(5) paragraphs 1 to 3 shall apply unless otherwise provided in the social contract.



§ 113



(1) the company shall be repealed;



and testimony have been submitted not later than) a companion 6 months before expiry of the

of the accounting period, and it's the last day of the accounting period, unless the

the social contract specifies a different period,



(b)) on the day the decision of the Court, which the company shall be deleted,



(c) the death of a partner, unless) the social contract he admits inheriting

market share,



(d) partnership dissolution of a legal person), unless the social contract

He admits the transition to a successor share,



(e)) on the date of the decision of the bankruptcy assets

one of the members or the rejection of the proposal for the opening of insolvency

the proceedings for lack of assets or clearing the bankruptcy because it is

společníkův assets completely inadequate,



(f) the date of the decision) on the approval of debt relief one of the

the shareholders,



(g) the enforcement of a decision by a final regulation) handicaps of a share

a partner in the company, or the legal power of the enforcement order

disability in the company's share of a partnership after the expiry of the

referred to in the invitation to meet the recovery obligations under special

legal regulation and, if filed within this period to stop

execution, legal force of the decision on this,



(h)) on the day in which none of the shareholders will not comply with the requirements provided for in §

46,



I) exclusion of a shareholder under section 115, paragraph. 1, or



j) for other reasons specified in the social contract.



(2) When the reasons for the cancellation of the company referred to in paragraph 1, with the exception of

the grounds referred to in subparagraphs (a) (b)), and (h)), with the other partners in the

the time of the submission of the final report on the progress of the liquidation, the liquidator

the change of the social contract, agree that the company is taking to continue even without

a companion, which is the reason for the cancellation relates. This agreement of the shareholders can

also be included in the social contract.



(3) if the company has been cancelled in accordance with paragraph 1 (b). (h)), the

the partners agree to the accession partnership, which meets the requirements of

under section 46, and that the company takes.



(4) the Effect of the agreement referred to in paragraph 2 or 3 is hereby terminated.



section 114



(1) If, after the remaining companions agreed to another duration

the company canceled the bankruptcy assets companion for reasons other than

to meet the rozvrhového resolution or because the společníkův property was

completely inadequate, partner in the company, the date of the legal

the power of such a decision, unless the shareholders, including

a companion, on whose property was declared bankrupt, the parties agree otherwise.



(2) if the company already has paid the settlement share, participation

partner only if it company within 2 months from the legal

the decision referred to in the first sentence; renewing participation to date of its

the original ending. This applies also, mutatis mutandis, to the case of a final

stop the execution of the decision or for the disabled share partnership

the case of a final cessation of execution pursuant to other legislation.



(3) if the company for which the reasons have been complied with for its abolition

pursuant to § 113 paragraph. 1 (a). e) to (g)), has not gone away yet and are satisfied

the conditions referred to in paragraphs 1 and 2, all the members including the

a partner whose participation in society, concludes that

the company continues.



section 115



(1) a partner may propose to the Court, the company set aside if they are to

This important reasons, in particular, violates a different companion to particularly severe

in a way its obligations or if it is not possible to achieve the purpose for which

the company was founded.



(2) the company may propose that the Court rule out the partnership, which

a particularly serious breach of his obligation, as was their

the proper performance of the companies invited to the possibility of exclusion in writing and

notified. With the submission of the proposal on the exclusion of a partner must agree to

the partners, who have a majority of the votes in the company; to the voice

a foreclosed partnership shall be disregarded.



section 116



The transfer of the share of partnership in public companies is prohibited.



section 117



(1) the heir of a share that does not want to become a partner, is entitled to his

participation in the company to terminate, within 3 months from the date when the

He became the heir apparent, otherwise this testimony be taken into account.



(2) the period of notice shall be for a period of 3 months and its run time is not heir to the

the share shall be obliged to participate in the activities of the company.



(3) if the heir shall submit notice of termination referred to in paragraph 1, with a companion

become a.



TITLE III



LIMITED PARTNERSHIP



§ 118



(1) a limited company is a company in which at least one partner

shall be liable for its debts, limited (hereinafter referred to as "limited") and at least one

a partner indefinitely (hereinafter referred to as "komplementář").



(2) the company includes the designation "limited partnership", which can be

replaced by the acronym "com. spol. "or" to ". Limited, whose name

It is stated in the company, shall be liable for the debts of the company as komplementář.

The provisions of § 95 paragraph. 3 the status of limited partners shall not apply, unless the

the social contract specifies otherwise.



section 119



If from the common provisions of part two of the Act and of this title does not imply an

something else, they shall apply, mutatis mutandis, of the provisions on limited partnership

public companies.



§ 120



(1) the shares of limited partners shall be determined according to the proportion of their deposits.



(2) the amount of the settlement under share shall be determined according to the rules

laid down in this law for the settlement of the shares in the company with limited liability

limited.



§ 121



(1) Limited will meet the obligation to deposit in the amount and manner specified

in the social contract, or else, in cash and without undue delay after the

the emergence of their participation in society.



(2) the provisions of section 103 shall not apply to the position of limited partners, unless

the social contract specifies otherwise.



§ 122



For the debts of the company shall be liable jointly with the other partners limited

and severally liable up to the amount of their capital contribution by the State of registration in the

the commercial register.



section 123



The provisions on the transferability of shares in companies with limited liability

shall apply mutatis mutandis.



section 124



The social contract also contains



and determine which of the) shareholders is komplementář and that limited,



(b) every amount of the deposit).



section 125



(1) a statutory body of the company, who are all the partners with unlimited liability

meet the requirements set out in section 46. The social contract may specify that the

the statutory body of the company are only some of the General partners,

who meet the requirements set out in section 46, or one of them.



(2) unless the social contract otherwise, decide on the matters that

It is not for, the authority, all the members, and especially

voting partners with unlimited liability, and especially the participants.



§ 126



(1) the profit and loss is divided between the company and komplementáře. Unless the

the social contract of another Division, profit and loss between the company

and the komplementáře in half.



(2) partners with unlimited liability section splits the profit and loss account under section 112.



(3) the portion of the profit, which fell to the company, after taxation divided between

under in proportion to their shares. The loss of the participants are not.



(4) paragraphs 2 and 3 shall apply, unless the social contract or

the decision of all the members otherwise.



§ 127



(1) the reason for the cancellation of the society is not
and the bankruptcy assets) under or rejection of the proposal on

the initiation of insolvency proceedings for lack of assets or under

cancellation of the bankruptcy because it is completely komanditistův assets

insufficient,



(b) debt relief, under approval)



(c) notification of delivery failure) the repeated auction in management performance

the decision or the execution or, if the share is not under

convertible, the final regulation enforcement disabilities share

under, or legal power to the enforcement order to disability share

After expiry of the period referred to under the call to meet the recovery

obligations under special legislation and, if within this period

filed a proposal to stop the execution, the legal power of decision on this proposal,

or



(d) the death or disappearance of the under).



(2) the grounds referred to in paragraph 1 are causing the demise of participation under the

the company.



(3) The cancellation of a limited partnership, it is sufficient that the requirements of section 46

does not meet any of the General partners.



§ 128



(1) participation in the company under renewing



and the abolition of the bankruptcy assets) under for reasons other than for

meet the rozvrhového resolution, or because it is his property completely

insufficient,



(b) by stopping the execution of a decision has become final) disabilities share

under in the company, or



(c) the final stopping execution by) other legislation

unless the social contract specifies otherwise.



(2) if the company already has paid the settlement share,

komanditistova participation, just replace the company within 2 months; the participation of the

renewing at the date of its original end.



A limited sum



§ 129



(1) If the social contract specifies that the partners shall be liable for the debts of the

company to the above specified amounts (hereinafter referred to as "a limited amount"), the

This amount in the social contract. Unable to negotiate lower limited partnership

than under the deposit.



(2) If a company referred to in paragraph 1, apply to these exceptions from the

Edit a limited partnership



and part of the profits which) conferred on the company after taxation divided between

in proportion to their shares under a limited sum,



(b) loss of pay) limited with the other partners in accordance with their

share, but only to the amount of their limited sums,



(c) shall be liable for the debts of the company) limited with other partners

jointly and severally liable up to the amount of his limited amount registered in the commercial

register at the time when the creditor is called to perform.



section 130



A limited sum reduces to the extent in which the limited partner has fulfilled

its deposit obligation.



§ 131



(1) amendments to the limited sums are effective, their entry in the commercial

the register.



(2) If a limited partner or with his consent, the company published

increase its limited amounts or creditors otherwise announced, guarantees

limited under section 129, paragraph. 2 (a). (c) the amount of the limited partnership) increased

sums.



TITLE IV



LIMITED LIABILITY COMPANY



Part 1



General provisions



§ 132



(1) a limited liability company is a company, whose debt is guaranteed by the

the partners jointly and severally liable up to the amount in which they have not fulfilled the deposit

the obligations of the State, registered in the commercial register at the time when they were

the lender asked for the performance.



(2) the company includes the designation "limited liability company" that can

to be replaced by the abbreviation ' Ltd. s r.o. "or" has ".



section 133



Share in the company with limited liability is determined by

the ratio of its deposit on the proportion attributable to the amount of the basic

capital, unless the social contract specifies otherwise.



§ 134



(1) the execution creditor provided to a partner because of its liability under section

paragraph 132. 1 is counted on to achieve his first deposit due

obligations.



(2) in the event that the set-off is not possible, shall provide the partner compensation

for his performance of the company. If it reaches the refund from

the company, he shall provide compensation for the performance of his companions in the proportion, in

they have not fulfilled their obligation under the status of the deposit, registered in the

the commercial register by the date in which it was asked to carry out a companion.



Types of shares



§ 135



(1) the social contract may permit the creation of different types of shares.

The shares, which are linked to the same rights and obligations, constitute a

kind of. The share, which are not linked to any specific rights and

obligations, is the proportion of the base.



(2) if so, the social contract, the partner owning more

shares, and even of a different kind.



§ 136



Different types of shares and their contents shall be determined in the social contract.



Counterfoil



§ 137



(1) Determine if the social contract may be share

represented by share certificate. If, under the social contract allowed

the emergence of more shares for a single shareholder, the company may issue equity

sheet for each share.



(2) counterfoil can be issued only to the share, whose transferability is not

limited or conditioned.



(3) the counterfoil is a valuable paper on the series. Counterfoil cannot be issued as a

zaknihovaný paper.



(4) the counterfoil may not be publicly offered or admitted to trading

on the European regulated market or on another public market.



§ 138



(1) the counterfoil contains



and) indicate that this is a counterfoil,



(b)) a unique identification of the company



(c) the amount of the deposit) per share,



d) uniquely identify a companion,



(e)), which indicate the share is issued, the counterfoil and



(f) the designation of the parent worksheet), its number and the signature of the Manager or

the Manager or managers. The signature may be replaced by its imprint, if they are on the list

at the same time used the protective elements of forgery or alteration against it.



(2) has been issued multiple counterfoil, also contains an indication of how much

stem leaves and is replaced by the designation of the shares, which it replaces.



List of partners



section 139



(1) Partners shall be entered in the list of shareholders, who leads the

the company.



(2) to the list of members shall be entered the name and residence or seat of the

partnership, or other companion to the specified delivery address,

its market share, the indication of the amount of the deposit, corresponding to the number of votes

belonging to the share, the obligation to contribute to the creation of own capital

a part of společníkův deposit resources (hereinafter referred to as the "surcharge")

associated with a share, if it is specified, and the date of registration in the list of shareholders.

If the partner owns more shares, the amount thereof and the

of the corresponding amount of the deposit for each share. If the company released more

types of shares, and their designation.



(3) if the company released the stem leaves, writes a note about it at the

the share to which it was issued, the counterfoil and the number of the parent worksheet.



(4) the company shall carry out registration of entered fact without undue

delay after it will change.



§ 140



The company shall issue to each of his companion, at his written request and for

towards the cost of a copy or extract of the data relating to him, and it

not later than 7 days from the delivery of the request.



§ 141



(1) data entered in the list of shareholders shall not use the company otherwise

than for their needs in relation to partners. For other purposes may

the information the company used only with the consent of the shareholders, which is the data

concern.



(2) ceases to be a companion to companion, a company from the list

partners without undue delay.



Deposit



section 142



(1) the minimum amount of the deposit is CZK 1, unless the social contract specifies that

the amount of the deposit is higher.



(2) the amount of the deposit can be set differently for individual shares.



§ 143



(1) consideration will appreciate the expert selected from a list of experts maintained by the

According to another piece of legislation. Reward experts for processing of the expert

the report shall be determined by the agreement and it shall be borne by the company. In addition to the rewards belong

experts from the replacement for efficiently incurred costs associated with drawing up the

the expert's report. In the event that the company will incur, shall be borne by the remuneration

jointly and severally the founders.



(2) the experts referred to in paragraph 1 shall be selected when setting up a company

the founders, otherwise the agent.



(3) an expert shall include at least a description of a non-monetary contribution, used

the valuation method or method of valuation, the amount that the consideration

the deposit notes, and justification, as a connoisseur of the awards.



(4) the provisions of § up to 473 468 shall apply mutatis mutandis; any new awards

shall be carried out in accordance with paragraphs 1 and 2.



§ 144



(1) in the social contract, in a statement about the increase of the deposit or in

the take-over Declaration deposit obligations shall be specified and a description of the non-monetary

the deposit, and the amount of the award, which counts on the emission rate.

The amount, which counts on the emission rate, shall not be higher than the valuation

referred to in the opinion of experts or the valuation under section 468 or 469.



(2) the difference between the price of a non-monetary contribution designated expert or

under section 468 or 469 and the amount of the deposit, the deposit consists of premium partner

unless the social contract or the decision of the general meeting shall determine the

This difference, or his part of the returns to the depositor by, or with the

the consent of the Member in the creation of the reserve fund.



§ 145



If a distribution of shares in the company's new share, must be

maintain the lowest amount of the deposit required by this Act or the
the social contract; to the distribution share, contrary to the

be taken into account.



The social contract



section 146



(1) the social contract also contains



and the company, company)



(b)) or the activities of the company business,



(c) specify the name of the partners) and residence,



(d) the determination of the shares of each species) partnership and the rights and obligations with them

United, allows the creation of different kinds of social contract,



(e) the amount of the deposit or deposits) per share or shares,



(f)) of capital and



(g)) the number of managers and their negotiations for the company.



(2) the social contract when the company also contains



and the founders of the deposit obligation), including the time limit for its fulfilment,



(b)) the indication of whom the founders determine the Manager or managers, the

where appropriate, the members of other bodies of the company, who are to be in accordance with this

the law shall be elected by the general meeting,



(c) determination of the deposits and Manager)



(d)) at its deposit in kind, description, valuation, the amount that is

counted on the emission rate, and the identification of the person, which makes the awards

a non-monetary contribution.



(3) the information referred to in paragraph 2, after the formation of the company and after completion of the

the deposit obligations of the social contract.



§ 147



(1) the social contract may be amended by agreement of all members; for

This agreement requires a public deed. If so, the social

the contract can be changed and the decision of the general meeting.



(2) the decision of the general meeting, the effect of which is to change the social

the Treaty replaces the decision about the change of the social contract. Such

the decision of the general meeting shall be certified by a public Charter.



(3) if the decision does not imply the general meeting, how

the social contract changes, changes the contents of the Managing Director in accordance with

by decision of the general meeting. On the change of the content of the social contract

the manager shall be effected by public deed.



§ 148



Before the application for registration of a company in the commercial register,

pay the entire premium and deposit on each deposit of at least 30%.



section 149



(1) the company may acquire its stake, unless its acquisition agreement

the transfer of shares; It shall apply mutatis mutandis for the acquisition by the company of her

controlled by a person or by a person acting in its own name on behalf of the

the controlled entity.



(2) a company that takes its share, not exercising with share this

voting rights.



(3) the right to a share of the profits associated with its own share of the property of the

the company ceases its maturity. Behalf of the profit the company converts

on account of undistributed profit of previous years.



(4) in the event that the company will take all of your shares of, or converts

one executive head within 3 months from the acquisition of the last of them on

a third person, otherwise the Court society, and without the design. The value of the shares

shall be determined on the basis of the expert's report; section 143 shall apply mutatis mutandis.



Part 2



The rights and obligations of members



The deposit obligation



section 150



(1) the companion meets the obligation to deposit within the time specified the social

the contract, but not later than 5 years from the date of formation of the company or from the

the takeover of the deposit requirement for the duration of the company.



(2) Deposit obligations cannot be absolved of his companion, unless it is a

reduction of the share capital.



§ 151



(1) a partner who is in delay with the repayment of the capital contribution,

the company shall pay interest on arrears in the amount of twice the rates of interest on

the delay set by another legal regulation of the due amount, unless the

the social contract specifies otherwise.



(2) a Partnership that is in default in the fulfillment of the obligation of deposit,

may exclude from the general meeting of the company. If the partner more

shares, concerns the exclusion of the share in respect of which it is a partner in the

the delay in complying with the obligation of deposit, unless the social contract shall determine the

otherwise. On the exclusion of the partner shall apply mutatis mutandis the provisions of the civil

the code governing the exclusion of a member of the Association for a serious breach of

obligations; the provisions on the possibility to review the exclusion of court

does not apply.



(3) at the same time excluding prompts the company in writing of the excluded

a companion to her gave the counterfoil, without undue delay, if the

issued with the warning that otherwise it will be proceeded according to section 152 to 154.



The obligation to cast the counterfoil



§ 152



(1) lays down the law, companion, without undue delay,

counterfoil of the company.



(2) in the case of delay the shareholders submitting stem leaves

Download the companies on the basis of the law of circulation for

Exchange, the designation of a new amount of the deposit or the destruction, Managing Director

companions in the manner laid down by law and social contract for

the convening of the general meeting, to do so within a reasonable time, by the

It specifies, with the caveat that otherwise will not leak or

stem leaves declared invalid.



(3) the Stem leaves that have not been through a challenge in the further period of cast,

Managing Director declared invalid and a declaration without undue delay

notify the holders whose stem leaves with the annulment, on the

the address specified in the list of the shareholders and publish it at the same time.



§ 153



(1) the stem to the leaves, which are to be issued instead of the stem leaves

declared invalid, the company sells at a reasonable price. On

the sale of stem leaves the company shall apply mutatis mutandis to the provisions of §

paragraph 213. 1.



(2) a report on the news of the sale, the company shall notify the former partners,

the stem leaves have been declared invalid.



(3) the company has the right to compensation for the costs it incurred

a statement from the stem leaves and the release of new tribal

the leaves.



(4) unless a new stem leaves the procedure laid down in paragraph 1 to sell

within 3 months from the Declaration of the neodevzdaných stem leaves a void,

the general meeting shall decide without undue delay on the reduction of the basic

the amount of deposits attributable to unsold stem leaves.



§ 154



(1) the company may claim against the partnership, the counterfoil was

declared invalid, on payment of the purchase price, or the amount corresponding to

the amount of the deposit obligations fulfilled, that claims against him

incurred in connection with the Declaration of the parent worksheet for invalid and

the release of the new stem leaves.



(2) the company shall pay the Difference to a former companion, the counterfoil

He was declared invalid, without undue delay after setting off, otherwise

After its sale under section 153 or after the registration of the reduction of share capital

in the commercial register.



(3) in the event that a counterfoil of the download is not to be released

new, not his declaration to be invalid without prejudice to the right of the former

a companion whose counterfoil was declared invalid, the payment of

the amount corresponding to the amount of the deposit obligation fulfilled.



(4) the counterfoil resigned in order to Exchange or destruction

the company will destroy without undue delay after the effectiveness of the reduction of the basic

the capital or another reason, for which he was surrendered to the counterfoil.



(5) the provisions of § 542 and 543 shall apply mutatis mutandis.



The right to information



§ 155



The companion has the right at the general meeting and beyond, require the managers

information about the company, access to the documents of the company, check the

the information contained in the documents submitted and the additional right to information

designed by partnership agreement; This applies mutatis mutandis to společníkova

Representative, will be obliged to at least to the same confidentiality as a companion

and the company provide proof of this fact.



§ 156



(1) Managers can provide information pursuant to section 155 all or part

reject only if



and as for classified information) according to another legal act,



(b)) is the information publicly available.



(2) in the event of a dispute, shall decide on the proposal for a partnership concerning whether it is

the company shall be obliged to provide information to the Court; to acknowledge the law after

the expiry of 1 month from the date of notification of the refusal to provide information

be taken into account.



(3) for the procedure under paragraph 2 is not running, the limitation period for

the application of the rights that are dependent on the required explanations.



Společnická action



§ 157



(1) each partner is entitled to claim compensation for the injury, the company

against managers or compliance with any obligations arising from the agreement

According to § 53 paragraph. 3 in these proceedings and to represent the company; This is true

Similarly, for the subsequent execution of the decision.



(2) the Partner does not have the right to claim compensation for the injury against managers according to the

paragraph 1, if it was decided according to § 53 paragraph. 3, unless the

the person who caused the injury to the company, the sole member or

the person who controls it.



(3) the Member's action may be brought also,



and if the company) will cause injury to the Supervisory Board, if it has been established,



(b) if the society) will cause injury to the influential



(c)) for the application of the rights of a shareholder to pursue for company meeting

the deposit requirement against the partner who is in arrears with its

discharge, or



(d) the application of the company law) to the exclusion of the companion of

the company's failure to comply with the obligations of the Court for the deposit.



(4) the Executive Director, a member of the Supervisory Board or an influential person, for the purposes of

společnické action also means the one who is no longer in such a position, but
It was at the time of the injury, the compensation is after him by

represented by companion needed.



section 158



Before exercising rights under section 157 against managers inform the companion

in writing of its intention to the Supervisory Board, if it has been set up.



§ 159



If the authority does not apply in the Court of informed right, which for the company

wishes to exercise companion, without undue delay after receipt of the information

under section 158, may apply for the right companion company itself.



section 160



Ceases to be a companion, that Member's action,

the companion, in the management of the company shall be represented by his legal successor.



§ 161



Profit share



(1) the partners are involved specified by the general meeting on the profit available for distribution

between the partners in proportion to their shares, unless the social contract shall determine the

otherwise. Unless the social contract, or otherwise, shall be paid to the general meeting

with a share of the profits in cash.



(2) the company shall pay a share of the profits at his own expense and risk to

the address of the shareholder or on behalf of the non-cash transfer, unless the

the social contract or a resolution of the general meeting determines otherwise.



(3) in the case of shares, which is linked to a fixed share of the profits, with the resolution of the

the general meeting of the profit share is not required. The hard market share

profit is payable within 3 months from the approval of the financial statements, from which the right to

to share in the profits.



(4) the amount of the distribution between the shareholders may not exceed the amount of the

the economic result of the last completed financial year, increased by

retained earnings from previous periods and reduced losses from the previous

period and allocations to reserves and other funds in accordance with this

law and the social contract.



Supplements



§ 162



(1) the social contract may specify that the company may, by a resolution of the General

meeting of shareholders to save the obligation to provide a financial supplement

(hereinafter referred to as "příplatková duty").



(2) the social contract, which determines the amount of the allowances must not be in its

the summary must not exceed, or to the resolution of the general meeting of the optional

the obligation to be taken into account. The social contract also determines whether and with what

shares is an additional cost.



(3) Supplements are companions in proportion to their shares, unless the

the social contract specifies otherwise.



§ 163



(1) the companion may consent to the company to provide

even if the surcharge unless the social contract.



(2) the Surcharge referred to in paragraph 1 is to be provided as consideration;

the provisions of section 143 shall apply mutatis mutandis.



§ 164



(1) Companion, that obligation did not vote for příplatkovou, can

the company, in writing, to announce that the acts of the company regarding

the share to which it is bound by the obligation to příplatková. Effective speeches

příplatková obligation shall lapse.



(2) to withdraw from the company within 1 month from the date of the decision of the General

meeting the obligations of the optional or the date on which he was notified that the

the General Meeting decided on the optional obligation according to § 174, paragraph. 3

or that the decision was taken out of the General obligations of the optional

pile under section 177, otherwise the withdrawal be taken into account.



(3) the right to withdraw from the company can only apply to the companion, which

completely fulfilled his obligation to the deposit associated with the share to which the

was příplatková the obligation to be bound by.



(4) the Performance partnership is effective on the last day of the month in which the

There was the written notification referred to in paragraph 1 of the company.



(5) paragraphs 1 to 4 shall not apply, if the social contract.



§ 165



Breach of an obligation to a partner příplatkovou, shall apply mutatis mutandis to section 151,

unless the companion of a company under section 164.



§ 166



(1) the general meeting may decide, provided that an additional fee will be

to the extent that the loss exceeds the company returned to the companion.



(2) if the general meeting Decides otherwise, returns with a surcharge of companion

fairly in accordance with the above, in which it is provided; Returns the first supplement

provided by the partner under section 162, paragraph. 1.



Part 3



Bodies of the company



The general meeting of



section 167



(1) the Shareholders exercise their right to participate in the management of the company on the

General meeting or outside.



(2) Acknowledges the social contract vote at the general meeting, or

decisions outside the general meeting with the use of technical means, must

conditions of this voting or decisions designed to

allow companies to verify the identity of the person authorized to exercise the

right to vote and determine the proportions with which it is associated, the voting carried out

right, otherwise, to such a procedure or the votes of resigned to participate as follows

voting members shall be disregarded.



(3) the conditions for the vote or decision referred to in paragraph 2 shall determine the

the social contract, and always shall be given in the invitation to the general meeting, or

in the draft decision under section 175; If these conditions are not

the social contract, by the statutory body.



(4) for voting at the general meeting with the use of technical means,

the vote in such a way that the partners shall transfer its

votes in writing prior to the general meeting (hereinafter referred to as "correspondence

the vote ").



section 168



(1) a partner shall take part in the general meeting in person or by proxy.

Power of Attorney must be granted in writing and must indicate whether it was

awarded for the representation of one or more of the General meetings.



(2) a representative shall be notified sufficiently in advance of the general meeting

companion to any fact that could have for the partner

importance in assessing whether, in a given case threatens to clash with the interests of the

the interests of the representative.



§ 169



(1) unless the social contract, the general meeting,

a quorum, if they are present, the companions who have at least half of all

votes.



(2) each partner has one vote on each $ 1 deposit, unless

the social contract specifies otherwise.



(3) in the assessment of the ability of the general meeting a quorum shall not be considered to

the votes of the shareholders who cannot exercise the right to vote.



§ 170



The general meeting shall be decided by a simple majority of votes of present members,

unless the social contract specifies otherwise.



§ 171



(1) the consent of at least two-thirds majority of the votes of all the shareholders with

requires



and for the adoption of the decision on) change the content of the social contract,



(b)) to the decision, the effect of which is changing the social contract



(c) the decision to admit the) kind of the deposit or of the possibility of

set-off of claims against the company against a claim on

meet deposit obligations, and



(d)) to the decision to cancel the company's liquidation.



(2) to the adoption of the decision on the change of the social contract, which

extends to the rights or obligations of only some of the companions,

requires their approval. If the change affects the social contract to

the rights and obligations of all partners is required the consent of all

Associates.



§ 172



(1) the decision of the general meeting of the facts referred to in section 171, paragraph. 1 and of

other facts the effects occur when writing to

commercial register, shall be certified by a public Charter.



(2) the content of public documents is also approved the text of the amendments to the social

the Treaty, if it is changed, and the nominal entry Associates, who, for a change

voted.



§ 173



(1) the Partner does not exercise the right to vote, if the



and general meeting) decides on its nepeněžitém deposit,



(b)), the general meeting shall decide on the exclusion of or on submission of the proposal on

his exclusion by the Court,



(c)) the general meeting shall decide on whether he or the person with whom it is in the

compliance, compliance with the obligation to be discharged, or whether it should be removed from

Member of the Board for misconduct in the performance of

function, or



(d)) is in delay with the performance of the obligations of deposit or the fulfilment

optional requirement, and the extent of the delay.



(2) the prohibition on the exercise of voting rights does not apply in the case that all

shareholders acting in concert.



§ 174



(1) unless the social contract, the companion away on

General meeting in writing subsequently execute their right to vote, and

not later than 7 days from the date of the general meeting.



(2) if the vote in accordance with paragraph 1, that was when

consideration of this matter at the present general meeting.



(3) the provisions of § 175, paragraph. 3 and article 177 shall apply mutatis mutandis.



Per rollam voting decisions



§ 175



(1) Although the social contract decisions outside the general meeting

(hereinafter also referred to as "per rollam voting decisions"), shall send to the person authorized to convene

proposal for a decision of the general meeting to the address specified in the list of members

or other designated social contract.



(2) the draft decision also contains



and the time limit for the receipt of comments), specified by the social

the Treaty, otherwise 15 days; for the start of its run time is the operative delivery

design partner,



(b)) the documents required for its adoption and



(c) additional information, to be determined) to the social contract.



(3) If this Act requires that a decision of the general meeting was

certified public deed, the partnership and the content of the

proposal for a decision of the general meeting, to which the expression refers; the signature on the

the observations must be officially verified.



§ 176
(1) if it does not deliver within the period referred to in section 175, paragraph. 2 (a). and to the person)

entitled to convene a general meeting of the consent to the motion for a resolution,

with that proposal.



(2) most of the counts of the total votes of all the shareholders.



§ 177



Decision pursuant to section 175 and 176, including the date of its adoption, the company shall notify the

or the person authorized to convene a general meeting of all shareholders without

undue delay from the date of its adoption.



Cumulative voting



Section 178



If so, the social contract, shall elect the members of the organs of the company

cumulative voting.



Section 179



(1) for the purposes of cumulative voting, the number of votes a shareholder finds

so that the number of votes that the companion is treated at the general meeting, the

multiplied by the number of elected seats of the members of a company organ. If you elect

executives and members of the Supervisory Board, if it has been established, to determine for

the purpose of cumulative voting, the number of votes for each institution

separately.



(2) When the cumulative voting is entitled to use all of the companion

the votes, which disposes of, or any number of them only for a specific

person or for certain persons.



(3) when the cumulative voting at the general meeting vote on each

the Member of the authority separately. When cumulative voting shall

only the votes for the election of a particular person or persons.



(4) if it is to be revoked the authority of the company selected the cumulative

by voting, you can appeal only with the consent of a majority of those members who

voted for his election, or their successors in title; This does not apply,

If the Member of the authority of the company seriously its obligations.



§ 180



(1) when the cumulative voting are chosen for those persons whose choice

He was handed over to the highest number of votes, the vote was at least

by an absolute majority of all the votes of the shareholders present at the General

meeting, identified for the purposes of cumulative voting.



(2) If more than one person gets the same number of votes, the vote of the people

again. If you have repeated the same number of votes, the vote of the

Decides to los.



(3) the minutes of the general meeting shall be stated how many voices were

votes for the election or revocation of the person and of the names of each of the proposed

the list of those who voted.



The convening of the general meeting



§ 181



(1) the general meeting shall be convened by the Manager at least once for the accounting period,

unless this law or social contract specifies that the General Assembly has

be convened more frequently.



(2) the financial statements shall be discussed by the general meeting no later than 6 months

from the last date of the previous accounting period.



§ 182



The manager shall convene the general meeting without undue delay after the

It finds that the company is threatened with bankruptcy by another law,

or for other serious reasons, in particular if it is threatened by the objective pursued

companies, and propose to the general meeting of the company or the cancellation of adoption

other appropriate measures, unless another law provides otherwise.



§ 183



In the event that the company does not have a Manager or Executive to fulfil on a long-term basis

their duties, shall convene a general meeting of any Companion. If you require

the interests of the company, shall convene a general meeting of the Supervisory Board, if established.



section 184



(1) the date of the general meeting and of its agenda, the shareholders shall notify the

in writing at least 15 days before the date of its venue, unless the social

the contract otherwise; part of the invitation is a draft resolution of the general meeting.



(2) the Invitation shall be sent to the address of a shareholder referred to in the list

the shareholders, unless the social contract specifies otherwise.



(3) a partner may forego the right to timely and proper that a General

meeting referred to in paragraph 1 with a written declaration officially certified

signature or oral representations at the general meeting. The Declaration

at the general meeting shall be entered in the minutes of the general meeting.

Certifies to the decision of the general meeting of the public deed, the

statements in this public Charter. The Declaration has the effect to each

further to the transferee's share of the partnership.



(4) the Managing Director shall always participate in the general meeting.



§ 185



Matters not mentioned in the invitation can be discussed only if they are

present and agrees with all the members of their discussion.



§ 186



The time and place of the general meeting shall not unreasonably restrict the right to

a partner to participate in the general meeting.



§ 187



(1) a companion or companions, whose deposits they achieve at least 10% of the

the capital or 10% of the voting rights (hereinafter referred to as

"qualified partner"), may apply to the Manager to convene general meetings

a pile of them proposed to discuss the matter.



(2) If the general meeting is not convened within 1 month from the date of delivery of the

the application and does not take place within a reasonable time, it is a qualified partner

entitled to call himself; the provisions of § 184 to 186 shall apply mutatis mutandis.

The costs associated with the convening of the general meeting shall be borne by the company unless it was

convening of manifestly unfounded.



The course of the general meeting



section 188



(1) the general meeting shall elect its Chairman and the rapporteur; by the time of the election

the Chairman and in the event that the President was not elected, governed by the general meeting of

its convener of. If the writer has not been elected, identify it to the convener of the General

meeting.



(2) the Present partners to present the company writes with

the name and registered office or residence of the shareholder and, if applicable, the names and

residence of his representative and the number of votes with which this

a companion to the general meeting. The provisions of section 413, paragraph. 2 and 3, the

shall apply mutatis mutandis.



(3) the Registrar shall draw up minutes of the proceedings of the general meeting within 15 days from the

the date of its termination and without undue delay it at the expense of the company

sent to all partners; the minutes shall be signed by the Chairman of the general meeting, or

convener of the President was not elected, and writer.



section 189



(1) the registration contains



and the name and address of the company),



(b)) the place and time of the general meeting,



(c) the name of the President or svolavatele) and writer,



(d) the decision of the general meeting), with an indication of the results of the vote



(e) the refusal of the agent, if any) to provide information in accordance with § 156 and



(f)), the contents of the protest of the agent, or partner of a member of the Supervisory Board,

If established, concerning the decision of the general meeting, if the

the protesters at the general meeting.



(2) the registration shall be accompanied by proposals submitted, the Declaration and the Charter

present.



section 190



(1) the general meeting shall decide by resolution.



(2) the competence of the general meeting include the



and the decision about the change of content) of the social contract, if so

the social contract or law, if it does not, on the basis of the law,



(b)) making decisions about changing the amount of the share capital or of entry

a non-monetary contribution, or about the possibility of set-off of claims against

the company against a claim to fulfilment of the obligation of deposit,



(c)) and removal of the Manager's choice, where appropriate, the Supervisory Board, if it has been established,



(d)), the choice of and appeal of the liquidator shall determine if the social contract,



(e) the granting of approval and revocation) prokury, unless the social contract

specifies otherwise,



(f) decisions on the abolition of the company) with the liquidation, if so

the social contract,



(g)), the extraordinary, the proper approval of the consolidated accounts, and

cases where the law provides for another copy, and interim management

financial statements, distribution of profits or other custom resources and remuneration

losses,



h) decision on conversion company, unless the law regulating transformation

commercial companies and cooperatives provides otherwise,



and approval of the transfer or cessation) of the plant or its parts,

that would mean a substantial change in the existing structure, plant or

a material change in the business or activities of the company,



j) approval of the Treaty of the Pacific community,



to the approval of the financial assistance),



l) decision on the takeover of the effects made for a company

its emergence,



m) decision on the treatment of the ážiem deposit,



n) deciding to change the type of the parent of the sheet,



about) other cases that the competence of the general meeting confers on this

the law, other legislation or the social contract.



(3) the general meeting may reserve the deciding of cases, which, according to

This Act belong to the scope of another body of the company.



§ 191



(1) each partner, managing partner, Member of the Supervisory Board, if it is established, or

the liquidator may, within the limits of the provisions relied on the invalidity of the

the resolution of the general meeting in accordance with the provisions of the Civil Code of

the invalidity of the resolution of the Member meeting of the Association for conflict with other laws

provisions or social contract. It was decided outside of the General

or if the decision of the General Meeting adopted subsequently, law

submit a proposal shall lapse on the expiry of 3 months from the date when the projector

learned or could learn about the adoption of a decision under section 174, paragraph. 3

or section 177, at the expiration of 1 year from the adoption of this decision.

The same applies, if the scope of the decided by the general meeting only one companion.



(2) the reason for the invalidity of a resolution of the general meeting is the contradiction of this

resolution with good manners.



§ 192



(1) the right under section 191 applies in the statutory time limit, or

If the proposal on the annulment granted cannot force
the resolution of the general meeting, unless it has already been reviewed by other legislation

provides otherwise.



(2) the invalidity of a resolution of the general meeting, the companion cannot invoke,

If, against the resolution of the general meeting, filed the protest, unless not

brought on protest written error writer or of the President of the General Assembly

or the applicant was not present at a general meeting, if applicable, reasons for

the nullity of the resolution of the general meeting, it was not possible on this general meeting

to find out. (3) if it is questionable whether the protest was filed, it shall be deemed that the filed

He was.



§ 193



(1) the invalidity of the decision of the other organs of the company shall be persons

According to § 191 relied upon only if this decision was made in the

the competence of the general meeting; the provisions of section 191 and 192 shall apply mutatis mutandis.



(2) if the company Violated when convening a general meeting or in its

during the right companion seriously, has a companion law on

According to the reasonable satisfaction of the provisions of the civil code

governing the right of a member to the reasonable satisfaction of the society.



Managers



section 194



(1) a statutory body of the company is one or more managing directors.



(2) if so, the social contract, consists of managers of collective

authority; the provisions of § 440 and 444 shall apply mutatis mutandis.



section 195



(1) it is for the Executive management of the company business. If the company has

managers who do not constitute a collective authority is required to

the decision on the commercial management of the company the agreement of most of them,

unless the social contract specifies otherwise.



(2) no one is authorised to grant the Executive instructions

business management; This is without prejudice to § 51 paragraph. 1.



§ 196



Managing Director ensures the proper management of prescribed registration and accounting,

maintenance of a list of members and, on request, inform the partners on matters

the company.



§ 197



Managing Director, without undue delay after he learns that a change has occurred

the social contract on the basis of any law, shall be

the full text of the social contract, and saves them together with the documents

collection of documents proving the change in the commercial register (hereinafter referred to as

"the collection of documents").



§ 198



(1) in case of death, resignation or dismissal of the Manager of the function or

the other end of its function, the general meeting shall elect within 1 month of the new

of the Manager.



(2) If a legal person Expires, that is, legal Manager

the successor, becoming Director of its legal successor, unless

the social contract. If the legal person expires, which is

the Manager, with the liquidation, paragraph 1 shall apply mutatis mutandis.



(3) if the Managing Director is elected in accordance with paragraph 1, the Court shall appoint the agent

on the proposal of the person who has a legal interest in it, and it will be on time

duly elected the new Executive, otherwise, the Court may, without an application by the company

Cancel and order its liquidation.



section 199



(1) without the permission of all associates Managing Director shall not



and in the subject line) or business activities of the company, and even in the

benefit of other persons, or to mediate the shops of the company for the

another,



(b)) to be a member of the statutory body other legal persons with similar

the subject of activity or a business or a person in a similar position,

unless it is a concern, or



(c)) to participate in the business other business corporation as a partner with

unlimited liability or as a controlling entity of another person with the same

or similar activities or business.



(2) If all the members in the Foundation of the company or at the time of

Select Manager Manager were on any of the circumstances referred to in

paragraph 1 expressly advised or was a later and Managing Director at her

in writing to the attention of all the members, it is considered that the activity of the Executive,

that prohibition applies, prohibited. This does not apply if any of the

members voiced opposition to the activities of the Manager under paragraph 1 to the

one month from the date on which it was notified by the Manager.



(3) the social contract with the consent of all the shareholders may determine other

restrictions on the activities of the Manager.



(4) the social contract may determine to what extent the prohibition of competition

also apply to partners.



section 200



Financial assistance



(1) unless the social contract for additional terms and conditions, the company may

to provide financial assistance, if the



and the financial assistance granted) under fair conditions, in particular

in terms of remuneration or providing financial assistance in favour of the

the company,



(b) the manager shall draw up a written report), in which the provision of financial

assistance to factually justify, including benefits and risks for

the company generated, indicating the conditions under which the financial

the assistance provided, and to justify why the granting of financial assistance

It is not in conflict with the interest of the company.



(2) the report referred to in paragraph 1 (b). (b)), the company saves in a collection of documents

without undue delay after the general meeting, financial assistance

approve; the report shall be available to the shareholders at the registered office of the company from

dispatch of invitations to General meetings and shall be freely available on this

the general meeting of shareholders.



(3) in providing financial assistance, paragraphs 1 and 2 shall not apply to

financial institutions, according to another law governing the activity of the bank, if

is provided within the usual limits of its main activities.



The Supervisory Board



§ 201



(1) the company shall establish a supervisory board, will determine if the social contract or

another piece of legislation.



(2) unless the social contract, the Supervisory Board



and supervises the activity of the Managing Directors),



(b)) into commercial and accounting books, accounting documents and other

accounts and checks the data contained



(c)), pursuant to section 187, and action



(d)) shall annually report on its activities to the general meeting.



(3) a member of the Supervisory Board cannot be managing director of the company or any other person

justified under the registration in the commercial register of the Act for the company.



(4) The members of the Supervisory Board shall apply, mutatis mutandis, to section 198 and 199.



Part 4



The demise of the participation of the partner in the company



section 202



Performance partnership



(1) a partner may withdraw from the company, admits only if this

the law.



(2) unless the social contract, the companion who disagreed with the

adopted by decision of the general meeting of



and change the prevailing nature of business) of the company, or



(b) the extension of the duration of the company),

at the general meeting and voted against, the company can stand out. On

performance partnership from the company shall apply mutatis mutandis to the provisions of §

164 on his shares, which had voted against.



(3) at the same time with the announcement of the withdrawal of the company submits the companion

counterfoil, the company has been issued, is otherwise ineffective performance.



section 203



The agreement on the termination of the participation of the partner



The participation of a partner in the company may be terminated by written agreement with the

officially certified signatures of all partners and submitting the parent worksheet

the company has been issued.



section 204



The exclusion of a partner



(1) the company may sue in the courts for the exclusion of a partner that

It violates especially seriously its obligation, as was her

the performance prompted and warned of the possibility of exclusion in writing; This is without prejudice to

§ 151.



(2) the obligation to make the invitation referred to in paragraph 1 is not given, if

violation of obligations should be the legal consequences, that cannot be deleted.



(3) without undue delay after the exclusion of the companion of a company

surrender a companion company counterfoil, was issued.



section 205



Cancellation of participation shareholder Court



(1) a partner may propose that the Court has canceled his participation in the

the company, if it cannot be fair to require that, in the company of

He remained; This does not apply in the case of a single shareholder.



(2) without delay after the cancellation of the participation of a partner in the company

surrender a companion company counterfoil, was issued.



section 206



Other ways of dissolution of partnership in the company participation



(1) the participation of a partner in the company shall cease on the rejection of the insolvency

the proposal for the lack of its assets or clearing the bankruptcy because it is

its assets are completely inadequate. The participation of a partner in the company

lapses also final regulation enforcement disabled

business share or the legal power of an enforcement order for disability

the business share of the expiry of the period referred to in the invitation to meet the

the recovery obligations under other legislation, and, in this

time limit filed a proposal to stop the execution, legal force of the decision of this

the proposal is not convertible to shares.



(2) without delay after the cancellation of the participation of a partner in the company

surrender a companion or a liquidator of the company equity

the sheet has been issued.



(3) cancellation of a decision referred to in paragraph 1, the presence of a companion.

If the company already has paid companion settlement share,

his participation, just replace the company within 2 months from the date of the legal

to be able to repeal the decision.



(4) on the liquidation of the share of partnership in bankruptcy shall apply mutatis mutandis to section 213

paragraph. 1. In the absence of the liquidation of the share of the partnership within six

months from the Declaration of bankruptcy, the assets of the partnership, similar to occur

effects as in the speeches of partner from the company. The settlement share

shall be determined in accordance with section 214.



The transfer of the share



Section 207
(1) each partner may transfer his share to the other partner.



(2) shall make the social contract a transfer of the share referred to in paragraph 1

the consent of any of the organs of the company, and if you do not consent to the 6

months from the date of conclusion of the contract on the transfer, the same effects occur, such as

when withdrawing from the contract, unless the contract of transfer specified otherwise.

Treaty on the transfer of shares shall not take effect before the consent of the

granted.



(3) if the authority referred to in paragraph 2, or if the operating grant agreement without

giving a reason, the companion after the demise of the Treaty referred to in paragraph 2

to withdraw from the company; the provisions of section 164 shall apply mutatis mutandis.

To withdraw from the company within 1 month from the date of termination of the contract by the

paragraph 2, otherwise the withdrawal be taken into account.



section 208



(1) unless the social contract, the companion to convert market share

to a person who is not a partner, only with the consent of the general meeting.

Treaty on the transfer of shares shall not take effect before the consent of the

granted.



(2) if the consent is not granted within 6 months from the date of conclusion of the contract of

the conversion to occur the same effects as in the withdrawal from the contract, unless the

It is in the contract on the transfer of specified otherwise.



Section 209



(1) the acquisition of the share of the licensee accesses to the social contract

the company. The transferor shall be liable to the company for the debts that have been with

the acquirer is converted.



(2) the transfer of the share is effective against the effective delivery of the Treaty on

the transfer of shares with the officially verified signatures.



(3) to the sale of the pledged shares in the exercise of the Lien with the consent of the

the competent authority of the company does not require. In the sale of the pledged

business share shall apply mutatis mutandis to section 213, paragraph. 1.



section 210



(1) if the share represented by the parent, the

rubopise the unique identification of the acquirer; the provisions of section 209, paragraph. 1

shall apply mutatis mutandis.



(2) the effectiveness of the transfer of the equity worksheet to the company requires

notification of changes to a person's Companion and the submission of the parent worksheet

the company.



section 211



The share of inheritance



(1) the heir may demand the cancellation of his participation in the company by the Court,

If the reasons for which it cannot reasonably be

require that the companies remained; to acknowledge the law after 3

months from the final order of the Court of the heritage shall be disregarded.



(2) the heir, which seeks the annulment of its participation in the company by the Court,

shall not participate in the activities of the company, even when such an obligation

Specifies the social contract, unless with other partners agree

otherwise in writing.



(3) the participation of an heir in the company cannot cancel, if it is about a single

Companion.



§ 212



Relaxed share



(1) the partnership, whose participation lapse otherwise than by transfer of the share is

considered to be relaxed.



(2) If a transfer or gradient share limited or excluded, paragraph 3

shall not apply and shall be disposed of by the company with a share of the procedure under section 214 and 215.



(3) a share, the company shall be treated as the agent and loaded with

him under section 213 or 215.



(4) the rights and obligations associated with the share cannot perform.



The conversion released market share and settlement share



section 213



(1) the company will sell a relaxed minimum at a fair price without

undue delay. Members have the right of first refusal for sale

business share. The use of the pre-emptive right of the shareholders, more

relaxed business share between the shareholders in proportion to their

of the shares.



(2) the proceeds of the sale after deduction of the expenses and make up a set-off of receivables

in accordance with paragraph 2 of the settlement and the company share it without undue

the delay after the sale shall be paid to the beneficiary or to the official stores

custody.



(3) the company may, from the obtained proceeds from the sale of subtract efficiently

to offset the costs incurred and payable amounts receivable for a companion, whose

participation in the company. If not terminated by offsetting completely the deposit

the obligation is guaranteed by the one who was entitled to a share of the settlement, for the fulfilment of the

the deposit obligations of the purchaser of the share.



section 214



(1) if it fails to sell share in a relaxed period of 3 months referred to in section

paragraph 213. 1 and 2, shall be determined by the amount of the settlement of the share on the date of demise of the participation

in the company according to § 36 odst. 2 and the society within 1 month from the

the three months period under section 213, paragraph. 1 and 2 shall be paid by the legitimate

to the person.



(2) in accordance with paragraph 1 may proceed even without compliance with the requirements referred to in

section 213, when provided for in the social contract.



section 215



(1) without delay after the payment of the settlement of a share under section

214, but no later than within 1 month from the date of payment, shall decide

the company released the least share of the transition for consideration in the amount of

the paid settlement on the remaining companions share fairly in accordance with

their shares, or reduce the capital of the deposit, the

participation in the company ceasing to exist; If the company fails to comply with this obligation,

even without it, the Court shall cancel the design and ordering its liquidation.



(2) the decision referred to in paragraph 1 belongs to the competence of the general meeting and the

for its adoption a two-thirds majority vote is needed for all members;

the decision to certify the public deed.



(3) the Decision referred to in paragraph 1 to the right of ownership of the share is transferred to the

partners according to their shares.



Part 5



Changes to the amount of the share capital



Section 1



Increase in capital



Subsection 1



General provisions



§ 216



(1) Basic capital may be increased



and by taking the deposit obligation) to increase existing deposits or to

the new deposit,



(b)), from their own resources, or



(c) a combination of the ways) increase in capital referred to in points (a)

and (b))).



(2) the effects of the increase in capital by taking the deposit obligations

occur by taking a deposit or repayment obligations and by injecting her

prescribed by section, subject to the decision of the general meeting on the increase

the capital that occurs later. The effects of the increase of the basic

the capital, however, cannot occur later than the new amount of the

the capital is registered in the commercial register. The effects of the increase of the basic

capital from their own resources or a combination of the methods referred to in paragraph

1 (a). and (b)) and the moment of the registration of the new) occur, the amount of the

capital in the commercial register.



§ 217



If the increase in share capital recorded in the commercial register,

meet their obligation to deposit the depositor, even if there was a resolution of the General

meeting concerning the increase of the basic capital or a take-over Declaration

the deposit obligation invalid or ineffective. This does not apply, if the Court

the nullity of the resolution of the general meeting to increase the share capital.



§ 218



(1) the resolution of the general meeting to increase the share capital shall be deleted and the

the deposit obligation shall also



and if not) filed proposal for the registration of the capital increase in

the commercial register within 2 months from the decision of the general meeting on the increase

of share capital,



(b) the decision of the Court, the legal power) to reject the proposal to increase enrollment

the share capital in the commercial register, or



(c)) the expiry of 2 months from the decision of the Court on the refusal of the

proposal on registration of the capital increase in the commercial register,

If it is not filed within this proposal again.



(2) in the event that a resolution of the general meeting was cancelled on the increase

capital by taking the deposit obligation or Court expressed

its annulment, the company returns the persons concerned, without undue

delay paid emission rates, along with the usual interest. Unless otherwise provided in

This Act, the provisions of section 236 to 238 adequately.



(3) when the procedure referred to in paragraph 2 shall be published decision of the Court agents

referred to in paragraph 1 (b). (b)), and (c)) or a decision of the Court to issue

the invalidity of a resolution of the general meeting.



(4) if the company has already Released to increase the capital of the new

stem leaves or existing stem leaves for new or

the original stem leaves inscribed a new amount of the deposit and the resolution

the general meeting is canceled in accordance with paragraph 1 or the Court has pronounced its

invalidation, it shall invite the Executive without undue delay, the owners of the stem

the leaves, so that the company is submitting. If the company changed the stem

the leaves or stem leaves inscribed in the new amount of the

deposit, to cast the original amount of the deposit stem leaves

or is exchanged for stem leaves with the original amount of the deposit.



Subsection 2



Increase the share capital by taking the deposit obligations



section 219



(1) increase the capital part is permissible, only deposits

When are the current cash deposits transferred, unless the increase

occurs by creating new shares.



(2) the increase in share capital deposits already is permitted

before this repayment. Managing Director shall present to the general meeting a written report,

in stating the reasons for the increase in share capital

deposits and provide justification for the amount that the emission rates counts.



section 220



(1) members have the preferential right to participate in the increase of the basic

capital increases to a part, and that acceptance of the deposit

obligations.



(2) Deposit obligations are entitled to take the companions in proportion
According to the amount of their shares, unless the agreement of all the members shall determine otherwise.



(3) the social contract may exclude the preferential right of shareholders,

limit or determine the ratio in which they are authorized to take companions

the deposit obligation.



§ 221



The companion of a prior right may waive in writing with an officially

authenticated signature or declaration at the General Assembly; the Declaration is

the public list of resolutions of the general meeting and has effects to

each licensee of the společníkova share.



§ 222



(1) in the event that a partner does not make use of a prior right within

designed by partnership agreement, or within 1 month of the date when the

learned about the decision of the general meeting to increase the share capital or

the decision to increase the capital taken out by the General

the pile, can deposit obligation to assume, with the consent of the general meeting

anyone; This applies, mutatis mutandis, to eliminate the social contract priority

the right of the members or give up if the companion of this right under section 221.



(2) with the consent of the general meeting may deposit the obligation to take up to

the amount of the proposed increase of the capital also any Companion.



§ 223



The resolution of the general meeting has



and the amount by which) with capital increases,



(b) the time limit for the receipt of deposit) obligations,



(c) determine the type of shares), where a new deposit on the new partnership, share

where appropriate, the



(d) a description of the deposit and a non-monetary) amount, which counts on emission

the course, designed on the basis of the expert's report or procedure

under section 468 or 469,



(e) the time limit for the submission of stockholder) the sheet or for taking over the new

the parent worksheet.



section 224



(1) the deposit obligation takes a written declaration, which contains the



and the amount of the deposit) per new share and the amount of new share amount

increase in the contribution attributable to the existing market share and the amount of this share and

any deposit premium,



(b) a description of the deposit and a non-monetary) amount, which counts on emission

course companion, determined on the basis of the expert opinion,



c) limit for the completion of deposit obligations, and



(d) the statement, if any future companion) that accesses a

social contract.



(2) the signature on the Declaration referred to in paragraph 1 shall be officially certified and this

Declaration shall take effect the service of the company.



(3) the agreement on set-off claims for the underwriters by the company to its

the obligation to fulfil the obligation to deposit or part thereof is closed before

submitting a proposal to write a new amount of the share capital in the commercial

the register.



§ 225



(1) if the obligations have not been taken to increase the deposit or to a new

the deposit within the time specified by decision of the general meeting, a resolution of the General

meeting concerning the increase of the registered capital shall be deleted and the deposit obligation

shall cease.



(2) if the effects referred to in paragraph 1, the company will return to the legitimate

persons without undue delay paid along with the normal emission rates

interest.



§ 226



(1) Has to be indicated on the stem leaves the new amount of the deposit or

they are to be exchanged for a new stem leaves stem leaves with a new amount of the

deposit, prompts the agent without undue delay, the owners of the stem

the leaves, that is cast in the time specified by the General Assembly to indicate the

the new amount of the deposit or to exchange for the stem leaves with a new amount of the deposit.

The provisions of § 152 to 154 shall apply mutatis mutandis.



(2) if they are to be issued to increase the capital of the new stem

presses, it shall invite the depositor, the Manager, to take a new stem leaves in

the time specified by decision of the general meeting. The provisions of § 152 to 154,

apply mutatis mutandis.



Subsection 3



Capital increase from own resources



§ 227



(1) the general meeting may decide to increase the capital of the

own resources declared in the approved regular, special or

interim financial statements in the equity of the company, unless they are

These resources is assigned, and the company is not entitled to their purpose

change.



(2) net income cannot be used in raising capital on the

the basis of interim financial statements.



section 228



The increase of the capital cannot be higher than what is making a difference

between the amount of the equity capital and the amount of the share capital.



§ 229



(1) as a result of capital increase from own resources is amended

the amount of deposits of shareholders in proportion of the existing deposit, unless the social

the Treaty allows more shares and the General Meeting decided that a proportion of the

the new.



(2) if the new shares must rise to new share all

partners, unless this right is a companion procedure laid down in § 221

give up, and in the ratio of the amount of its existing deposits.



Section 230



(1) Has to be indicated on the stem leaves the new amount of the deposit or

they are to be exchanged for a new stem leaves stem leaves with a new amount of the

deposit, prompts the agent without undue delay, the owners of the stem

the leaves, that is cast in the time specified by the General Assembly to indicate the

the new amount of the deposit or to exchange for the stem leaves with a new amount of the deposit.

The provisions of § 152 to 154 shall apply mutatis mutandis.



(2) if they are to be issued to increase the capital of the new stem

the leaves, invite the Executive companions, that is taken within the time specified

by decision of the general meeting. The provisions of § 152 to 154 shall apply

mutatis mutandis.



§ 231



(1) capital increase from own resources is only possible

If it is a part of the financial statements, on the basis of which the general meeting of

the increase is decided, the auditor with the statement without reservation.



(2) the company shall draw up the final accounts for the needs of the decision referred to in

paragraph 1 of the data recorded by the date from which the day of

decisions of the general meeting to increase the share capital from its own

resources were not more than 6 months.



(3) in the event that the interim financial statements of the company finds a reduction

own resources, not information from the proper or special accounting

statements, but comes out from this interim financial statements.



section 232



The resolution of the general meeting of the capital increase from own resources

the company provides



and the amount by which) with capital increases,



(b) the designation of its own resources or) sources, of which it is the capital of the

increases, broken down according to the structure of the equity in the financial statements,



(c) the amount of the deposit), a new companion or the amount of the new deposit,

where appropriate, the



(d) the determination of the shares), if a new deposit for the new share,



(e) the time limit for the submission of stockholder) the sheet or for taking over the new

the parent worksheet.



Section 2



The reduction of share capital



section 233



The resolution of the general meeting to reduce capital, contains the



and the amount by which) the basic capital is reduced



(b)) how to change the amount of the deposits of the shareholders, or their number,



(c)) an indication of whether the amount of the corresponding reduction in capital,

whole or in part, shall be paid to the shareholders or whether it will be remitted

the obligation to fulfil the obligation to deposit or in any other way will be with

This amount loaded



(d) the time limit for the submission of stockholder) of the worksheet.



section 234



The amount of the deposit to each shareholder as a result of the decision to reduce the

the share capital of the company be reduced in the ratio of existing deposits. In

as a result of a decision to reduce capital, may also occur to

the demise of the společníkova deposit, the deposit to another, or if the

relaxed or share the company said its counterfoil for

invalid. The general meeting may, with the consent of all the shareholders to decide,

that their deposits will reduce unevenly.



section 235



(1) as a result of the reduction of the share capital of the company shall not fall

the amount of individual deposits of the shareholders under the amount specified by this law

or social contract, unless to the demise of the deposit under section 234.



(2) if it is to occur in connection with the reduction of the share capital of the

reduction of the amount of the deposit to the issued ordinary sheets or to their

Download, casting is the companions of the company within the time specified in the

the decision on the reduction of the share capital. The provisions of § 152 to 154,

shall apply mutatis mutandis.



section 236



(1) the managing directors shall publish the resolution on the reduction of share capital within 15 days

from the date of its adoption, twice with a time lapse of 30 days.



(2) managing directors at the same time in writing invite the known creditors of the company,

whose claims against the company incurred before the time of the adoption of the

the resolution of the general meeting to reduce capital to sign in

their claims against the company within 90 days after the publication of the

the last notification, unless it comes to the reduction of the share capital for the purpose of

payment of loss.



section 237



(1) the company shall provide to the lender, which logs on his claim in a timely manner

to ensure this, a reasonable claim or will satisfy,

unless otherwise agreed with the lender.



(2) the provisions of paragraph 1 shall not apply, if not by reducing the

the capital has for the company.



(3) if the creditor is deemed to have deteriorated when his claims, and

the company denies it, the Court will decide whether the creditor belongs

sufficient collateral. The provisions of § 238 shall apply mutatis mutandis.



§ 238
In the event that the company and the lender on how to ensure its

claims to agree, the Court will decide on the reasonable assurance given

on the nature and amount of the claim; the Court's decision, the company shall

rejstříkovému the Court when making a proposal for the registration of the reduction of the basic

capital.



§ 239



(1) the effects of the reduction of capital occurs at the moment of the registration of the new

the amount of the share capital in the commercial register.



(2) the reduction of the share capital in the commercial register Court writes

only if the



and) demonstrated that the expiry of the period referred to in section 236, paragraph. 2, if not signed in

This period your claim no creditor,



(b) Declaration of the company) that has no creditor, who

have the right to ensure the satisfaction of their claims, or if the

such a statement of fact,



(c) the satisfaction of claims or proven) its reasonable assurance or

the effectiveness of the agreement in accordance with section 237, paragraph. 1,



(d)) submitted to the agreement of the company, effective with the creditors, who have the right to

the satisfaction or securing their claims, to the satisfaction of the

their rights,



(e)) on the basis of proven adequate to ensure the decision of the Court under section

238.



(3) in the case of the Declaration of the company referred to in paragraph 2 (a). (b)) and of the agreement

in accordance with paragraph 2 (a). (d)) to be followed is not the period referred to in section 236

paragraph. 2.



(4) If a reduction of the share capital recorded in the commercial register,

shall, even if the resolution of the general meeting on the reduction of the basic

capital of the invalid or ineffective. This does not apply if the Court pronounced the nullity of

the resolution of the general meeting for a reduction of the share capital.



§ 240



(1) the company shall dispose of the amount corresponding to the reduction of the basic

equity after reduction of the share capital entered in the

the commercial register.



(2) if the Court declares the resolutions of the general meeting concerning the reduction of the basic

capital invalid, the person returns, which adopted the performance due

reduction of the share capital of the company, and the company,

If you released the stem leaves



and returns them to the stem) leaves the withdrawn from circulation,



(b)), issue a new stem leaves,



(c) the leaves from the stem) circulation in order to exchange for the stem leaves with

a higher deposit or to indicate a higher deposit.



(3) when the procedure referred to in paragraph 2 shall apply mutatis mutandis to section 152 to 154.



Episode 6



The cancellation of the company's



section 241



(1) the agreement of members on the abolition of the company takes the form of public documents.



(2) a partner may also demand the dissolution at the Court of the reasons

and under the conditions specified by partnership agreement.



§ 242



(1) have been issued to stem leaves, there is a right to payment of the share of the

winding-up of the balance of their returning to the call of the liquidator of the company.



(2) in the event that a companion stem leaves to call the liquidator

does the liquidator shall apply, mutatis mutandis, the procedure pursuant to section 152 to 154.



(3) the liquidator shall immediately Cast the stem leaves.



THE HEAD OF THE



JOINT-STOCK COMPANY



Part 1



General provisions



§ 243



(1) joint stock company is a company whose capital is

allocated to a specific number of shares.



(2) the company includes the designation "joint-stock company", which can be

replaced by the acronym "akc. spol. "or" Inc. ".



§ 244



(1) the company shall treat the same conditions for all shareholders as well.



(2) the legal acts whose purpose is the unfounded advantage

any shareholder at the expense of the company or other shareholders, the

shall be disregarded, unless this Act provides otherwise, or it would be detrimental to the

third parties, that such legal acts in good faith relied.



§ 245



The participating securities are securities issued by the company,

which is linked to the share capital or of the voting rights

in this company, and securities issued by companies with which

carry the right to acquire such securities.



section 246



(1) the basic capital is expressed in Czech Crowns. In the event that the

joint-stock company leads by a special Act of the accounts in euro,

the capital may be expressed in euro.



(2) the amount of the capital stock of the company is at least 2 0000 0000

CZK or EUR 80 000.



§ 247



Emission rate stocks



(1) emission rate the shares shall not be lower than the nominal value of the shares.



(2) emission rate unit shares may not be less than its carrying

the value of the. The book value of the shares of the unit shall be determined so that the amount of

the capital divided by the number of issued shares of unit.



Share premium



Section 248



(1) if the shares of the emission rate higher than its nominal or accounting

the value consists of the difference of share premium. If the amount paid on the

the repayment of the emission rate or the price of a non-monetary contribution intended the inserted

the statutes or by the general meeting less than the emission rate shares of conventions,

implementation of the first on the issue premium.



(2) if the amount paid on the repayment of the emission rate or price is applied

a non-monetary contribution determined by the statutes or by the general meeting of

the law is not sufficient for the payment of the nominal payable or accounting

the values of all of the shares subscribed, does gradually to repay

due of the nominal or the accounting values of individual shares,

unless the statutes determines otherwise, or is consistent with them, unless otherwise agreed.



section 249



The difference between the price of a non-monetary contribution and a nominal or book value

the shares to be issued to the shareholders of as consideration, shall be deemed to

share premium, unless the articles of association or decision of the general meeting determines that

This difference, or his part of the company returns the subscribers or that the

apply to the creation of the reserve fund.



Part 2



Establishment of the company



section 250



(1) to the founding of the company requires the adoption of the articles of Association. The one who accepted the

articles of Association and participates in the subscription of shares, is the founder.



(2) the statutes also contain



and the company and the business) or activities,



(b) the amount of the share capital)



(c)) the number of shares and their par value, to determine whether and how many shares

will sound on the name or the owner, or whether they will be released as

book-entry securities or, where appropriate, indication of the limits of transferability

shares, where appropriate, an indication of whether the shares are the height,



(d)) to be issued on the shares of the different species, their name and a description of the rights with

associated,



(e)) the number of votes associated with the shares once and the way the vote at the General

meeting; they are to be issued shares of various nominal value contain

also the number of votes the statutes relating to the amount of the nominal

the value of shares and the total number of votes in the company,



(f)), an indication of which of the internal structure of the company was

elected, and rules specifying the number of members of the Board of directors or the Supervisory Board,



(g)) other information, when provided for in this law.



(3) the statutes of the Foundation of the company also includes the



and) data on how many of the shares subscribed by the founder, for what the emission

course, the method and time limit for the repayment of the emission rate and deposit will be

emission rate paid,



(b)) in which the amount of the registered capital shall be paid up to the time when the

the company,



(c)), if the emission rate of shares implemented share deposits, name

a description of the consideration other depositors deposits, as well as the number of nominal

the value and type of shares that will be issued for this consideration, the

form or a statement that will be issued as book-entry securities, and

destination experts, who carry out the valuation of a non-monetary contribution,



(d)) price determination of in-kind deposit when founding the company,



(e) the approximate amount of the costs, at least), that in the context of the establishment of

the company incurred,



(f)) information about who the founders determined members of the organs of the company, who

According to the articles of Association are to be elected by the general meeting,



(g) the determination of the administrator) deposits and



(h)), to be issued as book-entry securities shares, numbers

equity accounts, which are to be issued shares.



(4) the information referred to in paragraph 3, after the formation of the company and after completion of the

the deposit of the statutes.



The valuation of a non-monetary contribution



§ 251



(1) the cost of non-monetary contribution shall be determined on the basis of an opinion of the processed

an expert in accordance with other legislation, but may not be higher than the

the amount shall be determined by an expert. The experts shall be selected when setting up a company

the founders, otherwise, the Board of Directors.



(2) an expert in oceňujícího deposit contains at least



and a description of a non-monetary contribution),



(b) the valuation methods used) and an indication of whether the price of a non-monetary

the deposit obtained used ways corresponding to at least limitation there

rate of the shares to be issued by the company as consideration for

This consideration, and



(c)) the amount to which the consideration valued.



(3) opinion of the experts referred to in paragraph 1, the company saves in a collection of documents.



(4) the remuneration of the expert for the processing of the report shall be determined by agreement, and shall be

the company. In addition to the rewards belong to the experts from the replacement for efficiently incurred

the costs associated with the establishment of the expert opinion. In the event that the

the company shall be paid remuneration varies jointly and severally the founders.



section 252



The administrator shall transmit to each of the subscribers to the deposits written confirmation that

contains



and species) the number and nominal value of the shares subscribed, their form or
the information that will be issued as book-entry securities,



(b)) the total amount of the emission rate of the shares subscribed and



(c) the repayment of the emission rate) range of the shares subscribed.



section 253



(1) the company is effective, he paid each founder

any share premium, and in total at least 30% of the nominal or accounting

the value of the shares subscribed at the time specified in the articles of Association and on behalf of the Bank

specified in the statutes, but not later than the time of filing for registration

the company in the commercial register.



(2) if the obligation referred to in paragraph 1, and article 26, the company cannot be

entered in the commercial register.



§ 254



(1) any special advantage granted to any person who is

participated in the founding of the company, shall be determined in the statutes and this person is in

These marks.



(2) if the obligation referred to in paragraph 1, to the legal negotiations, on

the basis is any person at the time of the founding of the company granted

the benefit shall not be considered; This can be remedied by changing the articles of Association approved by all

shareholders.



Section 255



Acquiring assets from the company founders and shareholders during the

two years after the formation of the company



(1) if the company is gaining from a founder or shareholder in the course of the 2

years after its establishment the property for a consideration in excess of 10% of the subscribed

the capital must be



and remuneration,) not to exceed the value of the nabývaného property

established expert; the provisions of section 251 and section up to 473 468 shall apply

Similarly, and



(b)), including the payment of the acquisition, approved by the general meeting.



(2) paragraph 1 shall not apply to the acquisition of the assets of the



and in the ordinary course),



(b)) or under the supervision or the supervision of a public authority, or



(c)) on a regulated European market.



(3) paragraphs 1 and 2 shall apply by analogy, if as a result of conversion to

the change of the legal form of a joint stock company; the time limit referred to in paragraph 1 is running

from the effective date of the conversion.



(4) if the remuneration determined in accordance with paragraph 1, that the members of the

the Board of Directors, who voted for the acquisition of property, act with care

good managerial care and company founder or shareholder returns the amount

exceeding the price fixed by the expert.



Part 3



Shares and other securities issued by joint-stock company



Section 1



The shares of the



section 256



(1) shares is a valuable paper or zaknihovaný paper, with which they are

linked to the rights of the shareholder as a shareholder to participate under this Act

and the articles of Association of the company to its management, its profit and on winding-up

balance in its liquidation.



(2) To repay the emission rate of the shares represent the shareholder rights and

the obligations outstanding share, has not been issued provisional list. The outstanding

share may be transferred according to the provisions on the assignment of the contract; the assent of the

the company shall not be required. The provisions of section 285, paragraph. 3 the liability of the

the transferor shall apply mutatis mutandis.



(3) If no shares have been issued, although the emission rate was repaid, the

paragraph (2) and § 321, paragraph. 1 and section 523, paragraph. 1 similarly.



(4) on the outstanding shares under paragraph 2, on the unreleased shares pursuant to the

paragraph 3 and on interim certificates shall apply the provisions of this law on the

shares, if it do not exclude their nature or other provisions

of this law.



§ 257



Unit shares



(1) Determine if the statutes, the company may issue shares, which do not have

nominal value and represent the same shares of capital

of the company (hereinafter referred to as "the unit shares").



(2) if the company's shares, it cannot provide a single unit or have issued shares

the nominal value.



(3) the share of the capital stock in the unit determined by the number of

shares. On one unit share falls one vote, unless the articles of Association

He admits the issue of shares with a different weight of votes.



(4) if the company Released the unit shares, they shall not apply the provisions of this

the law relating to the nominal value.



§ 258



(1) the statutes may specify that the employees of the company may acquire its

shares, or shares of companies linked to her under favorable conditions

referred to in paragraph 2.



(2) the articles of association or decision of the general meeting to increase the share capital

can specify that employees do not have to repay the whole of the emission rate of the subscribed

shares or may acquire, under other conditions, if the

any difference between the repaid part of the emission rate and price or

the emission rate and the price covered from own resources of the company.



(3) paragraphs 1 and 2 shall apply by analogy to the staff of the company who

retired.



section 259



(1) shares includes



and indicate that it is) a share,



(b)) a unique identification of the company



(c) the nominal value),



(d)), unless the designation form shares the shares have been issued as zaknihovaný

paper, and



(e)) for shares in the name of a unique identification of the shareholder and the



(f) information on the type of shares), where appropriate, and with reference to the statutes.



(2) common stock does not have to include information on the species. Unit shares must

contain the designation "unit shares".



section 260



(1) shares also contains the numeric designation and signature of the Member or members

the Board of Directors. The signature may be replaced by its imprint, if they are to

list used elements of its protection against forgery or

mangled.



(2) if the shares issued as zaknihovaný paper, it is sufficient that the information

referred to in § 259 are detectable from the record book-entry securities

securities. The numeric designation of the shares is required only in cases

so for these shares to be determined this law.



§ 261



Shares of the same company may have a different par value.



§ 262



If it has been issued a blanket shares, also contains an indication of how much the shares and

What kind of replaced.



§ 263



Form of shares



(1) shares may take the form of securities or bearer; It

shall apply mutatis mutandis for the shares.



(2) shares in the form of securities to bearer shares are referred to as

to the owner. The company may issue shares only as

zaknihovaný paper or imobilizovaný paper; This is true

Similarly, whether or not to change the form or the form of the shares.



(3) shares in the form of securities on the series is referred to as shares on the

the name of the.



List of shareholders



§ 264



(1) the shares are entered in the list of shareholders, who leads the

the company. If the company has issued shares, the articles of Association

specify that the list of shareholders is replaced by a book-entry securities filings

securities.



(2) in the list of shareholders is written to indicate the type of shares, its

nominal value, name, and residence or seat of the shareholders, the number of

bank account held with the persons authorised to provide banking and financial services

in the State, which is a full member of the Organisation for economic

cooperation and development, marking the shares and the change of the data.



(3) in the list of shareholders shall be entered also the Department or transfer

separately transferable rights.



section 265



(1) it is considered that, in relation to the shareholder of the company is the one who is

registered in the list of shareholders.



(2) the company writes the new owner in the list of shareholders without

undue delay, after the change of the person of the shareholder.



(3) in the event that a shareholder has caused, that is not registered in the list of shareholders

or that the registration does not correspond to the facts, cannot claim the invalidity of the

the resolution of the general meeting of the company, therefore, that on the basis of this

the fact did not allow for the participation in the general meeting or the exercise of voting

rights.



§ 266



(1) the company shall issue to each of its shareholders, at his written request, and

a copy of the list for the reimbursement of the costs of all of the shareholders, who are the owners of the

shares, or the section of the list, without undue

delay of delivery of the request. The bank account number listed in this

the list shall give the company only under the conditions referred to in paragraph 2.



(2) other persons shall provide company information registered in the list of shareholders

under the conditions laid down by law governing the business capital

the market for the provision of data by the person registering the investment manager

instruments or agrees with the shareholder, which involved.



section 267



(1) data entered in the list of shareholders of the company may only use

for their needs in relation to the shareholders. For other purposes these data can

the company used only with the consent of the shareholders, which the data relate.



(2) if the shareholder ceases to be a shareholder of the company, from the list of

shareholders without undue delay.



section 268



The provisions of section 264 to 267 shall apply mutatis mutandis also to the outstanding shares

and interim certificates.



Shares in the name of



section 269



(1) the shares are transferred by endorsement, which shall indicate the unique

identification of the acquirer.



(2) the effectiveness of the transfer of shares to the company requires

notification of changes to the people and the submission of shareholder shares

the company.



section 270



The statutes may restrict the transferability of registered shares, but not

exclude.



§ 271



(1) in the event that the transferability of shares subject to the consent of the

body of the company, the contract on the transfer of such shares shall not take effect

previously, the consent granted.



(2) if the consent is not granted within 6 months from the date of conclusion of the contract of

the conversion to occur the same effects as in the withdrawal from the contract, unless the

It is in the contract on the transfer of specified otherwise.



(3) if the limited transferability of shares otherwise than in accordance with paragraph 1 and the
Converts to shareholder shares contrary to the limits, the transfer of shares

invalid.



section 272



(1) if the articles of Association shall make the transferability of shares approval

body of the company, may also determine in what cases and under what

conditions, the competent authority is the company obliged to consent,

where appropriate, the cases in which he is obliged to refuse consent.



(2) unless otherwise decided by the competent authority of the company within 2 months from the delivery

application, consent has been granted.



(3) where the competent authority refuses to consent to the transfer of the shares of the company on the

the name of the grant, although not referred to in the articles of Association shall refuse to consent,

the company without undue delay of the delivery of the request, the shareholders of the

share to buy at reasonable prices. The time limit for the application of the law on

the redemption shares is 1 month from the date on which it was delivered to the shareholders

the decision on the refusal of the transfer of shares; the provisions of section 329, paragraph. 1 and 2

shall apply mutatis mutandis.



§ 273



(1) if the transferability of shares in the name of the statutes of the limited, the same

the rules for their stop.



(2) to the sale of the pledged shares in the exercise of the lien is

the company does not require the consent of the competent authority.



§ 274



Shares in the owner of the



(1) the owner of the shares is unlimited shall not be transferable.



(2) the shares may be issued only as a valuable zaknihovaný

paper or imobilizovaný paper. Shareholders are not entitled to

should the issue of dematerialized shares, the bulk of their custody.



section 275



Dematerialised shares



(1) the shares are unlimited transferable, unless the articles of Association

their transferability reduce. On the restriction of the transferability of dematerialised

shares shall apply mutatis mutandis the provisions of limitations on the transferability of shares on

the name of the.



(2) the transfer of shares to the company is effective, if it

change the owner of the shares is demonstrated a person's statement of account owner or

the date of delivery or receipt of the statement of registration of share issue in accordance with the law

governing the business on the capital market.



(3) the rights connected with the shares zaknihovanou executes a person who is registered

in the book-entry securities on the date decisive as owner

the shares, and if it is not set, the decisive date to the date on which the right applies,

unless there is evidence that the registration in the register of dematerialised securities

does not match the reality.



Types of shares



section 276



(1) shares with special rights that are associated with the same rights,

consists of one species. Shares, which is not associated with any particular law,

shares of the stem.



(2) the shares carry the right to a specific interest, regardless of the

the economic results of the company, shall be prohibited.



(3) shares with special rights may be connected, in particular,

hard or a child of the proportion of the profit or the winding-up of the balance, or

different weighting of the votes. The shares of the same nominal value can be

linked to the various specific rights.



§ 277



(1) the special rights and their contents shall be determined in the statutes. In the case of

doubts about their content, the Court may, on the proposal of the company or

one of its shareholders



and) decide what specific right is linked with the stocks, if it is of the

clearly, the circumstances of such a special law expresses the will contained in

articles of association or is this the will of its content, or



(b) if possible) will not do, according to subparagraph (a)), and decide that shares is

Tribal shares.



(2) if the Court decides, in accordance with paragraph 1 (b). (b)), the owner of the shares,

which kind it was decided to demand that the company from him this

share within 1 month from the decision of the Court for a fair price, it purchased the

unless it was a doubt clear already at the time when the share gained; the provisions of the

Section 329, paragraph. 1 and 2 shall apply mutatis mutandis.



Preferred shares



§ 278



(1) shares, which are linked to prior rights concerning the share of

on profits or on other custom resources or on winding-up balance

the company's preferred shares.



(2) unless otherwise specified in the statutes, the preferred shares are issued without

the right to vote. Vyžadujeli this law voting at the general meeting

According to the nature of the shares, is the owner of preferred shares without voting rights

entitled to vote at a general meeting.



§ 279



The shares, which do not carry the right to vote, may be issued only

If the sum of the nominal values shall not exceed 90% of the basic

capital.



section 280



(1) the date following the date on which the General Meeting decided to

the fact that the preferred share in the profits will not be paid or from the date of

the delay with the payment of the share of the profit, the owner of preferred shares

the right to vote until the general meeting shall decide on the payment of the

preference share in profit or in the time of the payment, if

the company with its payment in arrears.



(2) the owner of the preferred shares, which temporarily acquired the right to vote

referred to in paragraph 1, shall have the right to vote even in the scope of the entire show to

the general meeting, which decides on the payment of preferred share in the profits.



Separately transferable rights



§ 281



(1) the transfer of the shares to be transferred all the rights associated with it, unless the

the law specifies otherwise.



(2) the right to payment of the profit share, preferential right to subscription of

the shares and bonds and exchangeable preferred, the right to share in the

winding-up balance and other similar proprietary rights specified by the statutes

are separately transferable.



(3) determine if in accordance with this law, the statutes or the law,

It may be the right referred to in paragraph 2 otherwise associated with shares of stock separate

and associated with a valuable paper issued to this share.



(4) the voting rights associated with the shares cannot be transferred separately.



§ 282



(1) if the company gave the command to write separately transferable

the rights associated with zaknihovanou shares in the register of book-entry securities

securities, converting this right by registering the transfer in the register

book-entry securities. On how to write separately

transferable rights and his transfers shall apply mutatis mutandis to the provisions of

another legal regulation governing the issuance and transfers of book-entry

securities.



(2) the law on which the security has been issued under section 281, paragraph. 2 or

that has been registered in accordance with paragraph 1, together with the shares convert.



(3) the transfer of rights and the separation of separately transferable shall be marked on the

share or in the register of dematerialised securities.



§ 283



Separately transferable right, unless the cases referred to in § 282,

Converts the contract of assignment of receivables.



§ 284



Record day



(1) in the cases provided for in this Act or in the cases specified in

the basis of this law, the statutes or the decision of the general meeting may

separately transferable right associated with a valuable paper or

a valuable book-entry paper or other right associated with it,

apply only to the company, the person who is entitled to this right

to perform a particular date specified by this law, the statutes or the

by decision of the general meeting (hereinafter referred to as "the decisive day"), and even if,

that occurs after the closing date of the transfer of the securities or separately

transferable rights.



(2) in the event that the company issued shares on name and shareholder rights

can only carry a person who had the rights to the reference date is the

her person, which was the date decisive registered in the list of shareholders.



(3) it is considered that the application of the law, who referred to in paragraph 1

showing the company's ownership of the shares to the owners, he was entitled to

to exercise this right to a reference date.



section 285



Provisional list



(1) Determine if the statutes, may be the rights and obligations associated with the

the outstanding shares associated with the provisional certificate.



(2) the Provisional list is a valuable paper on the series, which contains the



and) mark "interim",



(b)) a unique identification of the company



(c) the unique identification of the owner) kobos



(d)), the nominal sum of nominal value outstanding

the shares,



(e)) the number of shares, which replaces the interim list, their form or figure,

that replaces the shares or, where appropriate, the destination of their kind,



(f)) and the outstanding part of the repaid the emission rate of the shares and the time limit for

repayment and



(g)) the signature of the Member or members of the Board. The signature may be replaced by

its imprint, if the Charter applied protective elements

against its falsification or alteration.



(3) the transferor company shall be liable for the debts, which have been provisional worksheet

the acquirer is converted.



Section 2



And priority changeable bonds



§ 286



(1) Determine if the statutes, the company may, on the basis of the decision of the General

meeting to issue the bonds, which carry the right to replacement for

stocks or bonds, which contain the priority right to preferential

the subscription of shares.



(2) the issue of exchangeable bonds referred to in paragraph 1 may be subject to

in Exchange for the shares already issued, or on the current decision of the company,

conditional increase in share capital. The issue of bonds is the priority

bound to the current company's decision on conditional increase

of the capital.



(3) the approval of the bond issue of priority referred to in paragraph 1

the General Meeting decided at the same time about the limitations preferential rights of the shareholders

on the subscription of shares, and to the extent in which may, in accordance with the emission

the terms and conditions of this decision of the general meeting of its preferential right to
redeem the bond owner; the provisions of section 488, paragraph. 4 shall apply

mutatis mutandis.



§ 287



The resolution of the general meeting on the issue of the bonds in accordance with § 286 contains



and the nominal value of the bonds and the) determination of the yield of them,



(b) the number of bonds)



(c) the place and deadline for the) assertion of rights from bonds, specifying how it will

announced the beginning of its run; the time limit for the application of the law on the exchange of

bonds for shares (hereinafter referred to as "Exchange Law") or of a prior right

on the subscription of the shares may not be less than 2 weeks,



(d)) kind of nominal value, form, and the number of shares that can be used for one

bond exchange or subscribe for, their form or a statement that will be issued

as book-entry securities; the nominal value of the shares that may be

exchanged for the bonds shall not be removable, greater than the sum of the

the nominal value of bonds exchangeable for which they can be exchanged,

and



(e) the proposed amount of the emission rate) bonds or how it will be

set the credentials for the Board of Directors, or to lay down its size,

including determining the lowest possible amount, in what may be the emission rate is specified.



§ 288



Removable and priority bonds subject to the provisions of another

the legal rules relating to the bonds, unless the law provides for the

otherwise.



§ 289



In the case that issued bonds exchangeable or priority as

book-entry securities, exchangeable or preferential right may apply

the person to whom this right according to the records of book-entry securities

spoke on the day when it could be done for the first time.



section 290



(1) Every owner of a bond has a preferential right of priority to subscribe to new

shares under the conditions specified conditions, shall subscribe to shares

part deposits.



(2) the Board shall notify the manner specified in the conditions of issue, always

However, also on the website of the issuer, the owners of the priority

bond information containing at least



and the time limit for) instead of the application of the preferential rights, which shall not be

less than 2 weeks, with an indication of how the owners of the priority

bonds announced the beginning of the run time of this period,



(b) the type, nominal value) and the number of shares that can be for a bond

to subscribe to, their form or an indication that it will be issued as book-entry

securities that can be used to subscribe for all the shares,



c) emission rate of shares upisovaných with the use of a prior right or

way to be specified, or the information that the Board of Directors

It was responsible for, to lay down, and



(d) under section 289) a day for claiming rights, if they have been

priority bonds issued as book-entry securities.



(3) the priority right shall lapse associated with priority since the end of the

deadline set for his execution.



§ 291



(1) the right of priority associated with a priority since it is separately

transferable from the date specified in the decision of the general meeting.



(2) if the limited transferability of the priority of a bond, the

similar restrictions for the transfer of a prior right.



§ 292



(1) the shareholders of the company have the preferential right to acquire

removable or preferred bonds.



(2) The priority right referred to in paragraph 1 shall apply mutatis mutandis to the provisions of

This Act on the priority right of subscription of shares, including the provisions of the

on the closing date, and separate the transferability of rights.



§ 293



(1) For the limitation or exclusion of a prior right shall not,

If according to the decision of the general meeting shall subscribe for all removable or

the priority bond trader with securities on the basis of the Treaty on

obtaining the release of the securities, if this Treaty contains the obligation to

Merchant securities to sell to persons who have a priority right

to obtain a removable or priority of the bonds, at their request,

for a specified price within a specified period and acquired the bonds to the extent of their

a prior right.



(2) on the sale of exchangeable bonds or preferred dealer

securities shareholders shall apply mutatis mutandis the provisions of this law

on the priority right of subscription of shares, including the provisions on the applicable date

and separate the transferability of rights.



§ 294



(1) a shareholder may obtain preferential rights to removable or

the priority of the bonds to give up even before the decision of the general meeting, which

their issue is decided.



(2) the waiver of preferential rights shall be in written form with an officially

authenticated signature, or at the General Assembly on the issue of the conclusive

removable or preferred bonds. Waiver of rights

at the general meeting shall be entered in the public deed certifying decision

of the general meeting.



(3) the waiver of preferential rights to each of the effects is further

the transferee of those shares.



Section 3



Security for the application of prior rights



§ 295



(1) the company may issue to the application of the preferential rights of the option list.



(2) the Option list is a valuable paper on the bearer.



(3) the optional sheet be issued as zaknihovaný paper.



§ 296



The optional list contains



and) indicate that this is an optional worksheet



(b)) a unique identification of the company



c) determine how many shares and what forms or how many shares will be issued

as book-entry securities, what kind or how many bonds

the company, what forms or how many bonds, to be issued as

book-entry securities, and in which the nominal value can be obtained from

the warrant, and



(d)) and the conditions for the application of the law.



section 297



(1) the optional list contains the numeric designation and signature of the Member or members

the Board of Directors. The signature may be replaced by its imprint, if they are to

list used elements of its protection against forgery or

mangled.



(2) in the event that the warrants were issued as book-entry securities

(hereinafter referred to as "zaknihovaný option"), it shall be sufficient that the indications referred to in section 296

are detectable from the record book-entry securities. They are to be

issued to the registered warrants, will give the company the person who leads

Register of dematerialised securities, the command to write the book-entry

warrants to the securities account in the register of dematerialised securities

securities, if the claimed priority right within a specified period after

the conditions for the issue of such securities. At the same time can be

company command to cancel those warrants, from which it was

the right of priority claimed, or if the right arising therefrom

applied within the specified time.



Section 4



Subscription and acquisition of own shares



section 298



(1) the company may not subscribe for its own shares.



(2) the company may acquire its own shares, only under the conditions set

This law.



section 299



(1) the holders of the shares subscribed in contravention of section 298, paragraph. 1 become

the founders or, in case of capital increase members

the Board of Directors; such owner repays their emission rate.



(2) the owner of the shares referred to in paragraph 1 shall not exercise until the moment of repayment

the emission rate of the rights associated with upsanými and outstanding shares.



section 300



The person on its own behalf, but on behalf of the company have subscribed to its

the shares, with the visor, as would the shares subscribed to your account.



Section 301



(1) the company may itself or through other persons acting

in its own name on behalf of a company to acquire its own shares, only if the

fully repaid their emission rate, and only if the



and) on the acquisition of own shares that it opposes the general meeting,



(b)) of the acquisition of shares, including shares previously acquired by the company and

they still own, and shares, which on account of the company acquired other

a person acting in his own name, does not cause the reduction of the equity capital

under the subscribed capital increased by funds that cannot be referred to in this

the law or the statutes to shareholders, and



(c)), the company has the resources to create a special reserve fund for

own shares, if the creation of this Fund under section 316 requires.



(2) the resolution of the general meeting referred to in paragraph 1 (b). and details)

the anticipated acquisition of the shares, and at least



and the highest number of shares), which the company may acquire, and their

nominal value,



(b)) the time that the company may, on the basis of the shares of the credentials

acquire, not longer than 5 years, and



(c) the highest and lowest price), for which the company may acquire shares and

When the acquisition of shares in return for payment.



section 302



The company cannot itself or through other persons acting

in its own name on behalf of a company to acquire its own shares, if

This brought about a decline in other legislation.



Section 303



For the fulfilment of the obligations under sections 301 and 302 corresponds to the Board of Directors.



section 304



(1) the provisions of § 301, paragraph. 1 (a). and) shall not apply to the acquisition of own

shares for the purpose of averting a significant injury, that the company immediately

threatened, or if so this law.



(2) If a company referred to in paragraph 1, it shall inform the Board of Directors

the following general meeting of the reasons and objectives carried out the acquisition,

the number and the nominal value of the shares acquired, or have a nominal

the value of the book value of the acquired shares, the proportion of the subscribed

capital which they represent, and for the consideration provided for

These shares.



section 305



The provisions of section 301, paragraph. 1 (a). and) shall not apply to the acquisition of own
shares of the company or by any other person acting in his own

on behalf of the account of the company for the purpose of their further sale

employees; shares of the company thus acquired steals within 1 year

from the date of their acquisition.



§ 306



(1) the company may acquire its own shares without meeting the conditions referred to in

Section 301 to 303, if it is



and) in order to implement the decision of the general meeting on the reduction of the basic

capital,



(b)) as the universal legal successor to, or in connection with the acquisition

plant or its parts,



(c)) because of the implementation of the obligations laid down in other legal provision or on the

the basis of a court decision to protect minority shareholders,



(d)) as a result of failure to repay shareholders emission rate, or



(e)) in the auction when the enforcement of a decision on a claim against the

the owner of the paid-in shares.



(2) the company may acquire shares referred to in paragraph 1, with the exception of their

the acquisition referred to in paragraph 1 (b). and), whose nominal value or with

individual shares their book value reaches 10% of the capital.

If the company acquires the shares referred to in paragraph 1 with the exception of their acquisition

referred to in paragraph 1 (b). and the amount referred to in) above the sentence first, steal into 3

years from the date of their acquisition of the part exceeding 10% of the basic

capital, or of their nominal or book value exceeding 10%

the capital will reduce the basic capital and shares.



(3) a company which fails to comply with the obligation referred to in paragraph 2, the Court may also

without the proposal to cancel and order its liquidation.



section 307



In the case of acquisition of own shares the Board of Directors of the message contains

the business activities of the company and the State of its assets also

data



and the reasons for the acquisition of the shares), which occurred during the accounting period,



(b) the number and nominal value), or if the unit has been issued shares, accounting

the value of the shares acquired and stolen during the accounting period and their

the proportion of the subscribed capital which they represent,



(c) the number and nominal value), or if the unit has been issued shares, accounting

the value of shares owned by the company, and their share of the subscribed

capital, at the beginning and at the end of the accounting period,



(d)), in the case of acquisition or disposal for valuable consideration, consideration provided for

These shares and



(e)), from any person that company shares acquired, unless it is acquired on

the European regulated market.



§ 308



(1) the legal acts establishing the company in contravention of this Act became

own shares, shall be valid, unless the transferor was acting in good faith.



(2) shares acquired in contravention of this Act, the company steals up to 1 year

from the date of their acquisition, otherwise the shares and reduce their nominal

or the book value of the capital.



(3) a company which fails to comply with the obligation referred to in paragraph 2, the Court may also

without the proposal to cancel and order its liquidation.



section 309



(1) the company acquired own shares does not associated with them

voting rights.



(2) the right to a share of the profits associated with the own shares in the property

the company ceases its maturity. Behalf of the profit the company converts

on account of undistributed profit of previous years.



Section 310



The company may take its own shares to pledge only under the conditions

provided for in this section for the acquisition of own shares; restriction does not apply

for banks and financial institutions, as regards the deals concluded in the framework of the

ordinary course of trade.



Financial assistance



section 311



The company can provide financial assistance, determine if the statutes and for the

compliance with at least the following conditions



and the financial assistance granted) under fair market conditions,

in particular as regards the remuneration or provide financial assistance in the

benefit of the company,



(b) the Board of Directors shall examine the financial properly) the eligibility of the person, which is

financial assistance is provided,



(c) provision of financial assistance in advance) shall be approved by the General Assembly, on the

the report of the Board of Directors referred to in subparagraph (d)); to the adoption of a decision is

needed the consent of at least two thirds of the votes of the shareholders present,



(d) the Board of Directors shall draw up a written report), in which



1. the provision of financial assistance to factually justify, including benefits and

the risks for the company arising from it,



2. the conditions under which the financial assistance granted, including

the price at which the shares will be the beneficiary of the financial assistance received,



3. the conclusions of the examination of the financial standing referred to in subparagraph (b)),



4. justify why is the provision of financial assistance in the interest of the company;

If they are with the help of financial assistance obtained from the company's shares

providing financial assistance, must be the price at which they will be

shares acquired, proportionate,



(e)) the provision of financial assistance does not cause the reduction of the equity capital

under the subscribed capital increased by funds that cannot be referred to in this

the law or the statutes of the split between the shareholders, taking into account the possible

the reduction of the equity capital, which could occur if the company or

the other person on his behalf shall take its shares,



(f)), the company creates in the amount of the provided financial assistance to the Special

the reserve fund; section 317 shall apply mutatis mutandis.



§ 312



A report under section 311 (a). d) saves the company without undue delay

After the general meeting has approved the financial assistance, to collections of documents.

The report shall be available to the shareholders at the registered office of the company from the date of

the convening of the general meeting, which has the financial assistance approved, and must be

at the same time placed on the website of the company and must be

at the general meeting of the shareholders of the freely available.



section 313



If it is to be the financial assistance granted to the Member of the Board of Directors, the person

the controlling company, the Member of the statutory body or person,

that is with the company or with any of the above persons in

compliance, or a person acting in his own name but on behalf of the above

listed persons shall examine the report in accordance with section 311 (a). (d)) on the company and the

These persons generally recognized an independent expert designated by the Supervisory Board.

In its written report shall assess the accuracy of the written report the Board of Directors

and is expressed as to whether the granting of financial assistance is not in

contrary to the interests of the company; the provisions of § 312 shall apply mutatis mutandis.



Section 314



The provisions of section 311 (a). and (d))) up to and § 312 shall not apply to the proceedings of

the company's own shares with a view to the acquisition of the employees of the company or

shares for the employee controlled company. The distribution of these

shares among employees must occur within 1 year from the date of their

the acquisition.



§ 315



The provisions of section 311 paragraph. 1 (a). and (c))) and (f)), section 312, § 313 of the second sentence

for a semicolon and Section 314 shall not apply if the financial assistance

banks and financial institutions, if it is provided within the usual limits of

their main activities.



Special reserve for own shares



Section 316



(1) a company that reports on the balance sheet as assets, own shares

creates in the same amount of the Special Reserve Fund.



(2) the Special Reserve Fund of the company cancels or reduces, if you own

shares in whole or in part, or apply to the reduction of the steals of the basic

capital.



(3) the company is entitled to use the Special Reserve Fund, other than

provided for in paragraph 2.



section 317



On the creation or completion of the Special Reserve Fund, the company may

use retained earnings or other funds that may be used by your

discretion.



Special provisions for business group



§ 318



(1) this section shall apply mutatis mutandis also to underwriting, acquisition and

stopping of the shares of the controlling entity controlled by the person, with the exception of section 304, §

paragraph 306. 1 (a). and (d))) and § 309 paragraph. 2 and the provisions for the reduction of

of the capital.



(2) the controlled person that nezcizí acquired the shares of the controlling entity, can

Court to cancel and order its liquidation.



section 319



(1) the provisions of § 318 shall not apply where the controlled entity



and on behalf of another) this person, unless this is on account of the person controlling it,

or on behalf of other persons controlled by the controlling entity,



(b)) is a securities dealer and if the negotiations carried out in the

the framework of its business as a dealer in securities, or



(c) the status of the controlled person) acquired after the acquisition of the shares.



(2) Voting rights attaching to shares acquired pursuant to paragraph 1 may not be

exercise and these shares are included in the calculation of the proportion of equity capital

the capital pursuant to section 301, paragraph. 1 (a). (b)).



section 320



This section shall also apply mutatis mutandis to cases where the shares of the company

becomes the third person on its behalf to the company account or for the account of the person

the company operated.



section 321



(1) this section shall apply mutatis mutandis also to the outstanding shares, interim

the leaves, when they have been issued and outstanding securities of the other parties,

unless the law provides otherwise.



(2) outstanding shares or interim certificates or other custom

the outstanding participation of securities the company may recover only

free of charge.



Section 5 of the



The public proposal on the purchase or exchange of securities



Section 322



(1) whoever makes the public proposal of the contract for the purchase or exchange of the participating

securities, shall proceed pursuant to section 323 to 325; without prejudice to the
rules for takeover bids in accordance with the law on takeover bids,

the public proposal of the contract according to the law on the transformation of companies and

cooperatives and the rules for the public offering of investment securities

According to the law on the capital market.



(2) offering of purchase or Exchange securities to a wider

the categories of persons otherwise than by means of the draft Treaty referred to in paragraph

1, shall be prohibited. This does not apply if someone intends to offer to repurchase or

an exchange of securities



and) less than 100 persons,



(b)) which does not exceed 1% of the nominal value of the basic

capital, or



c) exclusively on regulated European market.



(3) the articles of association may specify that its valuable participating

the papers do not apply paragraph 1 and 2 and section 323 and 324, if the offer is on

purchase or Exchange during a consecutive 12 months taken only against

shareholders holding together the participating securities, which

the nominal value does not exceed 5% of the capital; This does not apply,

If the obligation to make a public proposal of the contract, the law or other

legal prescription.



Section 323



(1) the applicant shall publish the public proposal of the contract in the manner laid down by the

This Act and the statutes of the company, whose participating securities

intends to acquire (the "target company"), for the convening of the general meeting.



(2) the public proposal of the contract contains at least



and) the name and residence or seat of the applicant, the particulars of the purchase or

exchange contracts, including information on the amount of the consideration offered for each

party paper or how to identify it,



(b)) for binding public draft of the Treaty,



(c)) the reasons on the basis of the public proposal of the contract is made.



section 324



(1) the appellant shall deliver to the public the text of the draft Treaty, requests for

the opinion referred to in paragraph 2 of the target company within 10 working

days before its publication.



(2) the Board of Directors of the target company processes the opinion to the public

the draft Treaty and deliver the applicant within 5 working days from the date in

which the target company a public proposal of the contract. For the content of the

This opinion applies, mutatis mutandis, the provisions governing the content of the opinion

authorities of the target company pursuant to the law on takeover bids.



(3) if the members of the Board of Directors of the target company's breach of an obligation

handle the opinion, shall be liable jointly and severally liable for the debt of the compensation of the injury

against the applicant arising pursuant to section 329.



section 325



(1) the applicant shall publish a public proposal of the contract also opinion

the Board of Directors of the target company, if he passed at least 2

working days before the date of the publication of a public draft of the Treaty.



(2) the provisions of paragraph 1 and section 324 shall not apply if the applicant

the target company itself.



Section 326



(1) the public proposal of the contract cannot be revoked once it has been made. Change

the public proposal of the contract is possible only if it is in its conditions

explicitly stated, or if it is more favourable for the lead; such changes

will be reflected in all the agreements already concluded.



(2) the provisions of the law on takeover bids, on the conclusion of the contract and the

withdrawal from the contract, including the procedure for the partial or conditional

takeover bid, shall apply mutatis mutandis.



The public proposal of the contract required



Section 327



The public proposal of the contract required the public proposal of the contract is made

the applicant to comply with the obligations imposed by law, buy local

securities.



section 328



(1) if it is required the public proposal of the contract, must be above

consideration of reasonable value of participating securities. Projector

showing the adequacy of the consideration is expert; the provisions of section 251, paragraph.

2 shall apply mutatis mutandis.



(2) the period of obligation of public proposal referred to in paragraph 1 may not be less

than 4 weeks from the date of its publication in accordance with § 323, paragraph. 1.



Section 329



(1) if the applicant has violated the obligation to make public a draft of the Treaty,

creates a lawful owner of the securities law

design of the applicant the conclusion of the contract of purchase of securities participating

papers for reasonable consideration and the complainant of such an obligation arises

accept the proposal.



(2) if the proposal is not accepted within 15 working days from the date of its receipt,

can the legitimate owner of the securities claim closure

the contract with the Court or claim compensation for injury, and not later than within a period of 6

months from the date on which the proposal was delivered to the conclusion of the contract in accordance with

paragraph 1; the provisions of section 390, paragraph. 3 to 5 and paragraph. 7 shall apply for the

damages reasonably.



(3) if found that the owners of the securities, which

were the subject of the public contract proposal, have not received, or not in accordance with

the contract to receive reasonable consideration, may rely on them

the appellant consideration called; the provisions of section 390, paragraph. 3 to 5 and paragraph.

7 shall apply mutatis mutandis.



section 330



If they are the subject of a compulsory public draft contract valuable participating

securities, which are admitted to trading on a regulated European market,

the applicant shall submit a proposal for such a public draft of the Treaty, the Czech

the National Bank and provide proof of the amount of the consideration offered for each

party paper; expert advice according to § 328 paragraph. 1 in this

the case does not require, if the applicant is otherwise duly justify the adequacy

the consideration.



§ 331



(1) the Czech National Bank may, within 15 working days from the date of

the delivery of the public release of the draft Treaty on the prohibition of decision making

the public proposal of the contract, or prompt you to remove the defects of the proposal, including

the lack of justification of the adequacy of the consideration.



(2) the issue of the prohibition of making the public proposal of the contract is the first

Act in the proceedings; party to the proceedings before the Czech National Bank is only

projector. The invitation to correct a defect under paragraph 1 provides guidance on the

what may be its failure to comply with, and shall be issued outside of the administrative

the proceedings.



(3) the time limit referred to in paragraph 1 shall cease to run on the date of issue of invitations to

removal of defects in the design and ending no earlier than 15 working days from the date of

expiry of the period laid down for the removal of defects in the design.



(4) in the event that the applicant fails to submit the public proposal of the contract or

the proposed consideration of the time limit set in the invitation

referred to in paragraph 1, or in the case that the public proposal of the contract continues to

the faults, the Czech National Bank shall issue a decision on the prohibition to make

the public proposal of the contract.



section 332



The public proposal of the contract required under section 330 can be done only after in vain

the deadline for the issuance of the decision on the ban to make this public proposal

the contract under section 331, unless the Czech National Bank before the end of the period

under section 331, notify the claimant that he ended the review.



Mandatory repurchase securities



section 333



(1) the company, the General Meeting decided on the disposal of a participation

securities from trading on the regulated European market, within 30

days from this decision, the public proposal of the contract.



(2) paragraph 1 shall not apply if they are participating securities traded on

another European regulated market on which satisfies the issuer information

obligations under the law on business or on the capital market in accordance with

similar modifications of the State which is a Contracting Party to the agreement on the European

economic area.



§ 334



The Board of Directors shall notify without undue delay the decision of the general meeting of

disposal of securities from trading on the European

regulated market of the Czech National Bank and the organizer of the regulated

the market, on which it is traded, and shall publish them in the manner prescribed

This Act and the statutes for the convening of the general meeting.



section 335



(1) if the General Meeting decides to change the nature of the shares or of the restriction

transferability of shares or dematerialised shares, or about her

tightening, for these shares to the company within 30 days from the date of

registration in the commercial register of these facts the public proposal

of the Treaty.



(2) the Board shall, without undue delay, in the manner specified in this

the law and the statutes for the convening of a general meeting of the day for which it is registered

change the type of restriction on the transferability of shares or shares in a business

the register.



section 336



In a public instrument evidencing the decision of the general meeting must be

namely, the listed owners of securities who

vote for the disposal of trading on a regulated European market or

to change the nature of the shares, or to restrict the transferability of the shares.



section 337



Presentation of the draft of the Czech National Bank pursuant to section 330, the time limit under section 333

paragraph. 1 or § 335 builds; in the run continues to the date on which the petitioner is

authorized to make a public proposal of the contract, or from the date when the decision of the

under section 331, paragraph. 1 or 4 shall enter into legal force.



section 338



Mandatory public proposal of the contract shall be determined by the parties, which were on the date of

General meeting owners of securities company

and for the adoption of a decision under section 333, paragraph. 1 or § 335 paragraph. 1

not yet voted.



§ 339



(1) the person entitled under section 338 may waive the right to buy back

the participating securities.



(2) the surrender of the rights referred to in paragraph 1 must be in written form with an officially
authenticated signature or must be made at the general meeting; the Declaration of

waiver of rights at the general meeting shall be entered in the public Charter

a certifying decision of the general meeting.



(3) a waiver under paragraph (2) has effect against each other

the transferee of those shares.



§ 340



The company will pay the price of the securities acquired on the basis of the

compulsory public proposal of the contract not later than within 1 month from the date of

following the date of the expiry of the binding nature of the public of the draft Treaty.



§ 341



The company's shareholders, who voted for the change in the type of shares, restrictions

transferability of shares, its tightening or for disposal of participating

securities from trading on the regulated European market, buying from

the company's securities, acquired by the company pursuant to § 333 to 340, and

According to the proportion of the nominal value of their shares, or by the number of pieces

of shares held by them, within 3 months from the date when the company is acquired,

for the price the company paid for them, plus usual interest in

When the company made a public proposal of the contract. This does not apply,

If the company can sell shares at more advantageous prices.



Section 6



The exchange of shares



§ 342



If the general meeting has decided to change the nature or form of the shares or

splitting of shares on multiple stock of lower nominal value or more

shares into a single stock, the company may issue new shares and set a time limit

to submit to the exchange of shares after the change is written to the

the commercial register.



§ 343



For a procedure for the exchange of shares for shares of another species or forms or

Exchange of shares after their cleavage or more shares into one share

Section 526 and § 531 paragraph. 2 shall apply mutatis mutandis.



Part 4



The rights and obligations of the shareholders



The deposit obligation



§ 344



(1) the shareholder shall pay up the emission rate of the shares subscribed by him at the time specified in the

the statutes or in the decision of the general meeting to increase the basic

capital, but not later than 1 year from the date of formation of the company or from the

the effectiveness of the capital increase.



(2) a shareholder who is in delay with the repayment of the emission rate, will pay the

the company interest on the outstanding amount at the rate of twice the rate of the

interest on arrears stipulated by other legislation, unless the statutes shall determine the

otherwise.



(3) the deposit obligations cannot be absolved of shareholder, unless it is a

reduction of the share capital.



§ 345



(1) If a shareholder with the fulfilment of the obligations of deposit or its part in

the delay shall be the Board of Directors to meet her in the additional time limit,

to be determined by the statutes of the company, or within 60 days from the date of

delivery call.



(2) the Board of Directors following expiry of the period referred to in paragraph 1 shall exclude from the

the company's shareholder prodlévajícího for shares in respect of which has not

the deposit obligation, and shall invite him, within a reasonable time to make turned in

the temporary list, has been issued. This does not apply if the Board of Directors of other

the measures. Has not been issued provisional list, the waste of the expiry of the

additional unpaid shares to the company.



(3) an excluded shareholder shall be liable for the repayment of the emission rate, it subscribed

shares.



§ 346



(1) If an excluded shareholder in a specified time, the provisional list has been issued,

does the Board of Directors shall declare this provisional list for invalid and

It shall notify, in writing, by the shareholders. This decision of the Board of Directors shall notify the

shareholders in the manner laid down by this law and the statutes for the convening of a

the general meeting and at the same time it is published.



(2) the company shall issue shares, which has been approved by the general meeting,

pay-if the emission rate, otherwise the nominal or book value of the interim

worksheet or shares outstanding will reduce the basic capital.



section 347



(1) the performance, which the company gets by selling shares, it is returned in the discharge

for the implementation provided by the excluded shareholder for repayment of the emission rate, and

the company it shall be paid without undue delay.



(2) the company's implementation of the conventions referred to in paragraph 1 which

is excluded by the shareholder for violation of his duties.



(3) the company may set off the efficiently incurred costs, which

incurred in connection with the Declaration kobos invalid; the amount of the

credited amount of shareholders.



§ 348



(1) the shareholder has the right to share in profits, which was approved by the general meeting

the distribution between the shareholders. Unless the articles of Association in relation to a

otherwise, specifies the type of shares the share ratio to share akcionářova

the basic capital.



(2) unless the statutes provide otherwise, shall be paid a share of the profits in cash.



(3) the company shall pay a share of the profits at your expense and risk only

non-cash transfer to the account of the shareholders referred to in the list of shareholders.



(4) in the case of shares, with which it is associated the hard share of the profits, the decision

the general meeting about its distribution does not require. Share of the profit is due to the

3 months from the approval of the financial statements.



section 349



Unless otherwise from law, the company provides all the

financial performance for the benefit of the owner of the paper shares on name only

non-cash transfer to a bank account referred to in the list of shareholders.



section 350



(1) the company shall not distribute profits or any other custom resources between

shareholders, if on the date of the end of the last financial period

capital resulting from the ordinary or extraordinary financial statements or custom

After this reduce the capital allocation under the amount of the subscribed capital

increased funds, which cannot be under this Act or the statutes

among the shareholders.



(2) the amount of a distribution to shareholders may not exceed the amount of the

the economic result of the last completed financial year, increased by

retained earnings from previous periods and reduced losses from the previous

period and allocations to reserves and other funds in accordance with this

the law and the statutes.



(3) The decision of the general meeting taken in contravention of paragraph 1 and 2 shall

looks as if it was not accepted.



Section 351



Unless the statutes provide another day is the decisive day for the exercise of the right to

share of the profit of the decisive day to participate in the General Meeting decided to

the payment of profit share.



§ 352



(1) the right to a share of the profits is transferable separately from the date when the

the General Meeting decided on his payday.



(2) in the case that have been issued or to be issued to the application of the law on

share coupons, according to another piece of legislation, this right

transferable only with coupon.



(3) the company may issue Coupons and before the decision of the general meeting of

distribution of the profit for the accounting period to which the coupon applies. The provisions of the

paragraph 1 shall not apply.



section 353



Voting right



(1) a shareholder is entitled to participate in the general meeting and to vote on it.



(2) the statutes may limit the exercise of voting rights by establishing the Supreme

the number of votes a shareholder in the same range for each

the shareholder or controlled entity for it.



Cumulative voting



§ 354



Determine if the statutes, elect members of the organs of the company cumulative

by taking a vote.



§ 355



(1) for the purposes of cumulative voting, the number of votes of shareholders determines

so that the number of votes by which the shareholder disposes of the general meeting, the

multiplied by the number of elected members of a company organ. If you elect

members of the Board of Directors and the members of the Supervisory Board, to determine for the purposes of

cumulative voting, the number of votes of shareholders for each institution separately.



(2) When the cumulative voting is a shareholder shall be entitled to use all

the votes, which disposes of, or any number of them only for a specific

person or for certain persons.



(3) when the cumulative voting at the general meeting vote on each

the Member of the authority separately. When cumulative voting shall

only the votes for the election of a particular person or persons.



(4) if it is to be revoked the authority of the company selected the cumulative

by voting, you can appeal only with the consent of the majority of those who

voted for his election, or their successors in title; This does not apply,

If the Member of the authority of the company seriously your

obligations.



section 356



(1) when the cumulative voting are those persons selected for the option

He was handed over to the highest number of votes, the vote was at least

by an absolute majority of all the votes of the shareholders present at the General

meeting, identified for the purposes of cumulative voting.



(2) if it gets more people the same number of votes, the vote of the

the people again. If you have repeated the same number of voting

votes, decided on the election by drawing lots.



(3) the minutes of the general meeting shall be stated how many voices were

votes for the election of each of the proposed person and a list of those who

so voted.



The right to an explanation of the



§ 357



(1) a shareholder is entitled to request and receive from the general meeting

the company's explanation of the matters relating to the company or

controlled by the persons, if such an explanation is needed for the assessment of the contents

issues included in the general meeting or for the performance of its

shareholder's rights on it. The statutes may specify that every shareholder has to

presentation of its request, a reasonable time limit.



(2) a shareholder may request pursuant to paragraph 1 may submit in writing. The statutes may
specify the restriction of the scope of the request. Request must be made after the publication of the

invitation to the general meeting and before the advance.



§ 358



(1) an explanation of the issues relating to the ongoing general meeting

the company shall provide the shareholders at the general meeting itself. If this is not

due to the complexity of the explanation may be, shall provide the shareholders in

the time limit of 15 days from the date of the general meeting, even if it is not already

necessary for the assessment of the general meeting or for the performance of

shareholder's rights on it.



(2) the information contained in the explanation must be specific and provide a

sufficient and true picture of the queried the fact. The explanation may

be provided in the form of summary replies to more questions like

the content. That explanation is true, shareholders received even if it was

the information published on the website of the company at the latest

on the day preceding the date of the general meeting and is available

the shareholders in the general meeting location. If the information is

communicated to the shareholders, has every other shareholder the right to this information

request and without compliance with the procedure provided for in § 357.



§ 359



The Board of directors or the person who convenes, may

provide an explanation of the fully or partially refuse, if



and its provision could) cause the company or controlled

injury to persons,



(b)) internal information or classified information according to the different

legal regulation, or



(c)) is the explanation of the publicly available.



§ 360



(1) the conditions for refusal to provide an explanation shall examine the

the Board of Directors and the reasons for the shareholders. Notice of refusal to provide

the explanation is part of the minutes of the general meeting.



(2) the shareholder has the right to demand that the Supervisory Board has determined that the conditions for

an explanation for the refusal to grant the Board of Directors to have occurred and is

obliged to communicate to him. The Supervisory Board shall decide on the request of shareholders directly

at the general meeting, and if you cannot do so within 5 working days from the

the date of the general meeting.



(3) in the event that the provision of an explanation of the Supervisory Board do not agree or

in the statutory time limit fails, decides whether the company is required to

provide the information, the Court on the proposal of the shareholder. The right to submit a proposal to

initiation of the procedure, you can apply to the Court within one month from the date of the General

the meeting, on the understanding that the provision was rejected, or from the

the refusal or failure to supply information within the time limit referred to in § 358 paragraph. 1; to

later claimed the law shall be disregarded.



(4) for the duration of the proceedings referred to in paragraph 3 is not running, the limitation period for

the application of the rights that are dependent on the required explanations.



The right to apply the proposals and counterproposals



§ 361



(1) a shareholder is entitled to apply the proposals and counterproposals for issues

entered on the agenda of the general meeting.



(2) If a shareholder intends to assert a counterclaim to the agenda of the General Affairs

meeting, the company shall deliver it within a reasonable time before the General

meeting; This does not apply with respect to the proposals of certain persons to the authorities

the company. The provisions of section, paragraph 369. 2 shall apply mutatis mutandis.



§ 362



(1) the Board of Directors shall notify the shareholders in the manner laid down in this Act

and statutes for the convening of the general meeting, the text of the akcionářova of a counterclaim is

their opinion; This does not apply if the notice was delivered less than 2

days before the date of the general meeting or, if they were in the

gross disproportionate to the significance and content of the counterclaim, or if the text

counterclaim contains more than 100 words.



(2) if the counterclaim is more than 100 words, shall notify the Board of Directors

the shareholders of the nature of the counterclaim with your opinion and counterclaim

the Commission shall publish on the website of the company.



§ 363



A shareholder has the right to apply their proposals for matters to be

included on the agenda of the general meeting, also before the publication of the invitation to

General meeting. The proposal received by the company no later than 7 days prior to the

the publication of the invitation to the general meeting of the Board of Directors and shall publish the

their opinion, together with the invitation to the general meeting. On the proposals

received after this deadline shall apply mutatis mutandis to section 362. The statutes of the company

can shorten the time limit referred to in the second sentence.



§ 364



(1) unless the statutes provide otherwise, the first vote on the proposal of the shareholder.



(2) the articles of association or by the general meeting, on a proposal which is to be made, they may

specify that each shareholder has to present its proposal for appropriate

time limitation.



The rights of qualified shareholders



section 365



(1) the shareholder or the shareholders of the company whose capital is

more than 100 0000 0000 Czk, who shares whose aggregate nominal

the value or number of pieces reaches at least 3% of the registered capital,

enjoy special rights provided for by this law (hereinafter referred to as

"qualifying shareholder").



(2) in the company, whose registered capital is 100 0000 0000 CZK

lower for qualified shareholders considered that the shareholder or

shareholders, who have the shares whose aggregate nominal value or

the number of pieces reaches at least 5% of the capital.



(3) in the company, whose share capital is Czk 500 0000 0000, or

later, for the qualified shareholders considered that the shareholder or

shareholders, who have the shares whose aggregate nominal value or

the number of pieces reaches at least 1% of the capital.



(4) to the arrangement of the statutes of narrowing the legal adjustment of the rights of qualified

shareholders shall be disregarded.



section 366



Qualified shareholders may request the Board to convene a

discussion of issues proposed by the General Assembly. In the request, shall

the draft resolution on the proposed issues or reasons.



Section 367



(1) the Board shall convene at the request of the qualified shareholders,

If it satisfies the requirements referred to in section 366, general meeting of the way

laid down in this Act and the statutes so that it held no later than

40 days after the day on which it was served by a request for the convocation; the time limit for

publication and send invitations to a general meeting in this case

reduced to 15 days. In the case of a company whose shares are admitted to

trading on a regulated European market, the time limit referred to in the first sentence

50 days and the period referred to in the second sentence, for 21 days.



(2) the Board of Directors is authorised to change the proposed agenda of the general meeting.

The Board of Directors is authorized to supplement the proposed agenda for the general meeting only

with the consent of the persons who have requested the convening of the general meeting referred to in section 366.



§ 368



(1) in the event that the Board of directors not convene the general meeting within the time limit referred to in

Section 367, paragraph. 1, empowers the Court to convene a qualified shareholder

who request it, and at the same time empower all negotiations for the

the company, which are related to the general meeting; If it considers it appropriate,

the Court may, without an application at the same time determine the President of the General Assembly.



(2) the invitation to the general meeting of the operative part of the decision of the Court in accordance with includes

paragraph 1, including the information that the Court issued a decision and when it happened

enforceable. The provisions of section 367 concerning invitations shall apply mutatis mutandis;

qualified shareholders are entitled to request a statement of registration

book-entry securities for the purposes of the General meetings convened by them.



(3) the costs associated with the holding of general meetings shall be borne by the company; for the fulfilment of the

This obligation shall be held jointly and severally liable the directors.

Authorisation by the shareholders to the company the right to reimbursement of the costs

court proceedings and other functional costs incurred.



§ 369



(1) if so requested by the shareholder, the Board of Directors is qualified to

the agenda of the general meeting by the specified matter, provided that each

of the matters and the resolution is proposed or is justified by its inclusion.



(2) in the event that the request referred to in paragraph 1 has been received following the publication and

sending out invitations to a general meeting, the Board of Directors shall publish a supplement

the agenda of the general meeting no later than 5 days before the date of its venue,

or, if it is specified, before the reference date to participate in the general meeting,

the manner prescribed by this Act and the statutes for the convening of the General

meeting.



section 370



Qualified shareholder may apply to the Supervisory Board, that in matters of

listed in application, reviewed the performance of the Board of Directors.

The Supervisory Board shall review the performance of the Board of Directors, without undue

delay and at the latest within 2 months from the date of delivery of the request in writing

inform the qualified shareholders on the results of carried out the review.



The shareholder lawsuit



§ 371



Each shareholder is entitled to qualified for the company to pursue

compensation of the injury against the Member of the Board of directors or the Supervisory Board, or the fulfilment of the

their possible obligations deriving from the agreement referred to in section 53, paragraph. 3, or

the repayment of the emission rate against the shareholders, that is in arrears with its

paying off, and to represent the company in this proceeding; It shall apply mutatis mutandis for the

the subsequent execution of the decision.



section 372



(1) a qualified shareholder the right to claim compensation for the injury in accordance with § 371

If not, it was on injury decided according to § 53 paragraph. 3, unless the one who

the injury caused to the company, the sole member or by a person

that it controls.



(2) a shareholder action may be brought against the influential person, causes a

the company's injury.



(3) a member of the Board of Directors, a member of the Supervisory Board or an influential person
for the needs of the shareholder suits also means the one who in this position

It is no longer, but was in it at the time of the injury, the compensation is after him

qualified shareholder required, or at the time of the negotiations, in which the

as a result of the injury.



§ 373



Ceases to be a shareholder, that shareholder has filed a lawsuit, shareholder,

in the management of the company shall be represented by his successor, if he was the original

shareholder I know.



section 374



(1) before exercising the right to compensation for injury against a member of the Board of Directors

the shareholder shall inform the Supervisory Board of its intention in writing.



(2) if the authority does not exercise an informed right to compensation for the injury or on the

the repayment of the emission rate, without undue delay after receipt of the information

referred to in paragraph 1, may apply for the right of the shareholder the company itself.



The forced transition of securities



Section 375



A shareholder is entitled to request that the Board of Directors convened by the General

a pile of her decision and submitted a proposal for the transition of all other

securities to this shareholder, if the custom in

the company's shares,



and the aggregate nominal value of which) is at least 90% of the basic

the capital of the company, which issued shares with voting rights, and



(b)) which is linked to at least 90% of the proportion of voting rights in the

of the company (hereinafter referred to as "major shareholder").



§ 376



(1) the owners of the securities have a right to a reasonable

the consideration in cash, the amount determined by the general meeting. Main shareholder

showing the adequacy of the consideration of expert opinion or reasons

under section 391, paragraph. 1. The opinion shall be the date of receipt of the request under section

375 older than 3 months.



(2) together with the application under section 375 delivers the main shareholder of the company

justification the amount of consideration or an expert opinion and the decision of the Czech

the National Bank under section 391, if required.



§ 377



(1) the Board shall convene a general meeting within 30 days from the date of delivery of the

application under section 375 of the company.



(2) the invitation to the general meeting also contains relevant information about

the determination of the amount of the consideration or the conclusions of the expert opinion, if the

required by mortgage lenders, the challenge to the company providing the existence of

Lien to participating securities issued by the company, and

the observations of the Board as to whether it considers the proposed level of

consideration for reasonable.



Section 378



(1) the payment of the consideration is performed by the designated officer. An authorised person may

only be



and)



(b)) a securities dealer, or



(c) the person conducting business abroad) on the territory of the Czech Republic, which the

the subject of the business corresponding to the activities of the some of the persons referred to in

(a)), and (b)).



(2) the authorised person shall transmit to the main shareholder funds in the amount of

necessary for the payment of the consideration and the company provide proof of this fact.



(3) the designated person returns the leftover funds along with interest

the main shareholders of without undue delay after expiry of the period for

the payment of the consideration.



(4) the converted funds are not part of the estate

authorised person, if its decline according to another legal

Regulation or a similar situation arises under the law of another

Member State other than that of the Czech Republic.



section 379



(1) the company shall make available for inspection at the headquarters of each owner

local security information about the person the main shareholder and expert

the opinion referred to in section paragraph 376. 1.



(2) a company whose participating securities are admitted to

trading on a regulated European market, make available to the

paragraph 1, the information about the person the main shareholder, the Czech national decision

the Bank under section 391 and the justification for the amount of the consideration is the main shareholder of the company;

information about the procedure under section 375 the Commission shall publish on its website

pages.



(3) the company without undue delay shall, on the request of the owner of the

the participating securities free copies of the documents referred to in paragraph 1

or 2. On the right the company notifies shareholders in the invitation to the

General meeting.



section 380



The owners of the mortgaged securities company shall notify without

undue delay, having learned about the convening of the general meeting,

the fact the person to stop and Lien creditor; notice on this

the obligation shall be indicated in the invitation to the general meeting.



§ 381



The draft resolution of the general meeting shall in determining the level of consideration include

amount less than what an expert opinion or justification specifies the amount of

consideration, if not under this Act, an expert opinion is required.



section 382



(1) the adoption of a decision of the general meeting is required the assent of at least 90% of the

the votes of all the owners of the shares, while the owners of the preferred shares and

the main shareholder, they always have the right to vote. About the decision of the general meeting shall

takes a public Charter, whose annex is an expert opinion on the amount of

consideration in money or justification for the amount of the consideration.



(2) the resolution of the general meeting also includes the determination of the main shareholder,

the amount of consideration determined under section 376, paragraph. 1 and a deadline for its

the provision.



§ 383



The reason for the annulment of the resolution of the general meeting on the transition

securities on the main shareholder is the fact that

the consideration is not reasonable.



section 384



(1) the Board shall, without undue delay after the adoption of the resolution

the general meeting a proposal for its entry in the commercial register. At the same time

the resolution of the general meeting and the conclusions of the expert opinion, if required,

the Commission shall publish in the manner specified by this Act and the statutes for the convening of the General

meeting of the company and saves the public deed at the registered office of the company to

inspection; warning on this store are in the published notice also

indicate.



(2) does not require you to obtain an expert opinion, the Commission shall publish the company way

in accordance with paragraph 1 justification consideration and approval of the Czech national

the Bank under section 391, if required.



section 385



(1) the expiry of 1 month from the publication of the registration of the resolution in the commercial

the register under section 384 passes ownership of valuable participating

securities of the company on the main shareholder.



(2) If a pledge participating securities, which passed

ownership, Lien at the moment of the transition of ownership rights

shall cease. The lien creditor who holds a pledged security party

paper, shall apply mutatis mutandis to section 386 and 387.



section 386



The company will give the command to write changes to the owners of dematerialised

securities on securities accounts the person authorized to conduct

the relevant securities in accordance with other legislation without the

undue delay after the transition of ownership rights on the main shareholder

with the fact that the basis for the registration of the alteration is the decision of the general meeting pursuant to §

375 and 382, and the proof of its publication.



§ 387



(1) the present owners of the securities shall be

the company within 30 days after the transfer of ownership; at the time of the delay

cannot require consideration.



(2) where the present owners of valuable participating securities

the papers referred to in paragraph 1 within 1 month, or in the additional period

designed by the company, which shall be not less than 14 days, the

the company pursuant to § 346 paragraph. 1 the first sentence.



(3) returned by the participating securities shall transmit to the company's main shareholders

without undue delay.



(4) for the participating securities declared invalid shall issue to the company

without undue delay, the main shareholders of new participating securities

the same form, type and nominal value.



§ 388



(1) the current owners of dematerialised securities

the right to the payment of the consideration and interest in the usual time of transition

ownership of securities registration of title

the rights to the securities account in the appropriate register of dematerialised securities

and the owners of the other participating securities in their

passing of the company pursuant to § 387, and as from the date when the transition occurred

ownership of a local securities company shareholders

on the main shareholder.



(2) the interest referred to in paragraph 1 shall, for a period, after which it is

the person in arrears, with the passing of the participating securities

the company.



section 389



(1) the designated officer shall provide to the eligible persons without consideration

undue delay after fulfilment of the conditions under section 388, paragraph. 1.



(2) the designated person shall give consideration to the person who was the owner of the

securities of the company at the time of transition

ownership rights, unless it is proved by the creation of a lien to these

securities, shall provide the consideration on the pledge to the lender; It

does not apply if the owner proves that the lien before

ownership rights.



§ 390



(1) the owners of the securities may from due date

consideration of claim after the main shareholders the right to call, if it is not

the consideration provided a reasonable value of participating securities to

the date of the transition of ownership rights to the majority shareholder; This right

shall lapse, unless any owner of securities applied

the main shareholder in 3 months from the date of publication of the registration resolution
the general meeting, pursuant to section 384 in the commercial register.



(2) the main shareholder shall, without undue delay, the date of application of the law

referred to in paragraph 1 in the manner provided for the convening of the general meeting.

The limitation period runs from the date when the major shareholder will meet the notification

the obligation.



(3) the Court's decision, which had been granted the right to a different level of

the consideration is for the main shareholder of the binding to the base of the granted

rights and against other owners of securities. The owners of the

the participating securities, who you call, have the right to

the right to reimbursement of expenses incurred in the proceedings efficiently; If it is not required to

This compensation to provide the main shareholder, with funds from the

stored in custody pursuant to paragraph 4.



(4) the main shareholder within the time specified by the Court meets the call to all

the owners of the securities in the custody of the Court, and the Court

together with the decision referred to in paragraph 2, the first sentence hanging on their official

the Board also call the owners of the securities to him about

call sign in. The company at the same time this decision and call on

sign up for the call shall publish a notice in the manner prescribed by this law and the

the statutes for the convening of the general meeting. Efficiently incurred costs

with the implementation of the custody shall be paid from the funds of the compound in the custody.



(5) the provisions of the code of civil procedure of připadnutí the subject of custody

the State shall not apply. If the time limit had expired three years after the final resolution of the

for admission to custody, the Court will decide that the subject of the escrow is back

the principal shareholders, if nobody signs him up to 1 year from the date of

the date of publication of this resolution. This resolution of the display on the court official

Board of the Court.



(6) Agreed to the main shareholder to call the owner of the

local security outside of the judicial procedure, is this agreement for

the main shareholder of binding to the base of the recognised rights and against other

the owners of the securities, and the main shareholder of its conclusion

notify the other owners of securities in a manner

laid down in this Act and the statutes for the convening of the general meeting. The main

shareholder without delay after the conclusion of the agreement referred to in the first sentence

meets the call to all the owners of the securities in the

legal custody; paragraphs 4 and 5 shall apply mutatis mutandis.



(7) For owners of securities who were not participants in the

the proceedings referred to in paragraphs 2 and 3, the limitation period for assertion of rights

to call from the funds referred to in paragraph 4, the date of the publication of judicial

the decision referred to in paragraph 4. For owners of securities,

who are not parties to the agreement referred to in paragraph 6, the limitation period for

the application of the law to call from the funds referred to in paragraph 6 of the date

the publication of the notice referred to in paragraph 4.



§ 391



(1) the adoption of a decision of the general meeting on the transition of all other

securities of the company, whose papers are concerned

admitted to trading on a regulated European market, on the main

the shareholder requires justification of the above consideration and the main shareholder

the prior consent of the Czech National Bank.



(2) the Czech National Bank shall examine only whether the applicant duly justified

the proposed amount of the consideration.



(3) the Czech National Bank shall issue a decision within 15 working days from the

the delivery of the application; This time limit may be extended by a maximum of about 15

working days.



(4) a participant in the proceedings before the Czech National Bank is the only major

shareholder.



Section 392



If the participating company's securities admitted to trading on a

the European regulated market, an expert opinion under section 376, paragraph. 1, the

does not require.



§ 393



(1) If a shareholder has acquired major shares pursuant to § 375 as a result of compulsory

takeover bids, the fact that the consideration by such mandatory offer

the takeover is an appropriate consideration.



(2) if the main shareholder has acquired as a result of the voluntary takeover bid

under the law on takeover bids under section 375 shares, on which the

the voluntary offer, apply the consideration referred to in such

the voluntary takeover bid is an appropriate consideration.



(3) if the main shareholder has not exercised the right according to section 375 to 3 months from

the end of the binding takeover bids, the provisions of paragraph 1 shall

does not apply.



§ 394



(1) on the date of the transition of ownership rights to the participating securities

pursuant to section 385 occurs to the disposal of securities of the

trading on a regulated market, the Czech Republic; the provisions of § 334, 338 and 339,

do not apply.



(2) the company shall notify, without undue delay on the decision of the General

meeting under section 375 and 382 in accordance with the law on business

the capital market, the organizer of the regulated market, which adopted the

participation securities held for trading.



section 395



Right of redemption



The owners of the securities to which the main shareholder may

apply the procedure provided for in § 375, may require their participation

the main shareholder of the securities are bought by the procedure laid down in the provisions of this

the law on compulsory public proposal of the contract.



Part 5



Bodies of the company



Section 1



The system of the internal structure of the company



§ 396



(1) the system of the internal structure of the company, in which it is established

the Board of Directors and the Supervisory Board, is a two-tier system.



(2) the system of the internal structure of the company, in which an administrative

the Council and statutory Director, is a one-tier system.



(3) in doubt, is elected to the two-tier system.



§ 397



(1) the company may be the chosen system of its inner structure change by changing the

the articles of Association.



(2) the choice of the system of internal structures are without prejudice to the provisions of this

the Act on the general meeting, unless this Act provides otherwise.



Section 2



The general meeting of



Introductory provisions



§ 398



(1) the shareholders exercise their right to participate in the management of the company on the

General meeting or outside.



(2) if voting statutes Admits at a general meeting or decisions of the

outside the general meeting with the use of technical means must be

the conditions of this voting or decisions designed to allow

companies to verify the identity of the person authorized to perform the voting right, and

specify the shares exercised by the voting right is linked, otherwise the

such a procedure or the votes of resigned to participate so voting

shareholders shall be disregarded.



(3) the conditions for making a decision or vote in accordance with paragraph 2 shall determine the statutes and

always indicate in the invitation to the general meeting or in the draft decision

pursuant to section 418; If these conditions do not contain the statutes, by the

the Board of Directors.



(4) for voting at the general meeting with the use of technical means,

the correspondence voting.



§ 399



The shareholder attends the general meeting in person or by proxy. Power of Attorney

for representation at the general meeting must be in writing and must result from it,

whether it has been granted for the representation of one or more general

meetings.



section 400



(1) it shall be deemed that the person registered in the register of investment instruments such as

the administrator or person authorized to exercise the rights associated with the shares, is

authorised to represent shareholders in exercising all the rights associated with the

shares listed on the account, including voting at the general meeting.



(2) instead of the full power of this person shows an excerpt from the register

investment instruments; It is not necessary, if the company itself for the

the purpose of the listing of such evidence.



section 401



(1) a representative shall be notified sufficiently in advance of the general meeting

the shareholders have all the facts, which could have relevance for shareholders

When assessing whether there is a risk in the event of a conflict of interests and the interests of its

representative.



(2) if the shareholder is in respect of certain shares on behalf of another person is

authorized to execute voting rights belong to those shares.



The convening of the general meeting



§ 402



(1) the general meeting shall be convened by the Board of Directors at least once for the financial

period, unless the statutes specifies that the general meeting has to be convened more frequently.



(2) the general meeting shall be convened by the Board of directors or its member if

it not convene the Board of Directors, without undue delay, and this law convocation

the General Assembly requires, or if the Board is not in the long term

able to pass resolutions, unless this Act provides otherwise.



(3) the members of the Board of Directors shall always participate in the general meeting. A member of the

the Board of Directors must be given to the word, whenever the latter so requests.



section 403



(1) the financial statements shall be discussed by the general meeting no later than 6 months

from the last date of the previous accounting period.



(2) the Board shall convene a general meeting without undue delay after the

finds that the total loss of the company on the basis of accounts reached

such amount that the payment from the available resources of the company

would the accumulated loss reached half of the capital or it can be used with

regard to all the circumstances, to expect, or another serious reason, and

propose to the general meeting of the company's cancellation or acceptance of other suitable

the measures.



Section 404



In the case where the company does not have a Board of Directors elected or selected

the Board of Directors for the long term to fulfil their obligations and general meeting
not convene his Member, shall convene a general meeting of the Supervisory Board; This may

the General Assembly to convene, if required by the interests of the company.

At the same time, the Supervisory Board will propose the necessary measures. If the Supervisory Board

the General Assembly may not convene it, summon any member of the Supervisory Board.



section 405



Record day for participation in general meeting



(1) the articles of association or decision of the previous general meeting may determine

day, who is determined to participate in the general meeting. The decision of the General

meeting referred to in the first sentence shall not be considered a decision on the amendment of the statutes.



(2) the decisive date cannot precede the date of the general meeting of more than

30 days.



(3) if the shares of the company Are admitted to trading on the European

regulated market is a decisive day for the participation in the general meeting always

the seventh day preceding the date of the general meeting; paragraph 1 shall

does not apply.



(4) do not determine if the statutes of the company that has issued shares,

which are not admitted to trading on a regulated European market, other

the decisive day, the reference date to participate in the general meeting is

the seventh day preceding the date of the general meeting. The company, which

issued shares, by the date of the general meeting

affix from the record book entry securities listing on the reference emissions

the date.



section 406



(1) the convener of at least 30 days before the date fixed for the general meeting shall publish

invitation to the general meeting of the company's website and

at the same time it shall be sent to the shareholders owning registered shares or dematerialised

shares at the address indicated in the list of shareholders or register

book-entry securities or in the register kept by schovatelem

holding shares in escrow immobilized. The statutes may specify other

requirements for the convening of the general meeting. The statutes may also specify how

way will be replaced by sending invitations to address the shareholders by

the first sentence; This method must not restrict the nedůvodně shareholders in

How to participate in the general meeting.



(2) by posting invitations invitation is considered to be delivered to the shareholders

holding the shares. The invitation must be on the

company website published up to the time of the general meeting.



section 407



(1) the invitation to the general meeting includes at least



and the name and address of the company),



(b)) the place, date and hour of the general meeting,



(c)) indicate whether proper or replacement shall convene the general meeting,



(d) the agenda of the general meeting), including the placing of the person, if it is proposed as a

the body of a company,



(e)) record day for participation in the general meeting, if one was specified, and the

the explanation of its meaning for the vote at the general meeting,



(f)) motion for a resolution of the general meeting and its rationale,



(g) the time limit for the receipt of comments) of the shareholders to the agenda of the general meeting, if the

to allow correspondence voting, which shall not be shorter than 15 days;

for the start of its run time is the operative delivery of the shareholders.



(2) if it is not presented to the draft resolution referred to in paragraph 1 (b). (f)),

contains the invitation to the general meeting of the Board of Directors representation

company to any proposed matter; at the same time the company on

their website without undue delay after their receipt of

the Commission shall publish the proposals in the resolution of the general meeting of shareholders.



Section 408



(1) the place, date and hour of the general meeting shall be determined so as to

unreasonably limit the right of shareholders participate.



(2) in its headquarters, the company allows each of the shareholders, within a period

referred to in the invitation to the general meeting of the nahlédnul free to design changes

the articles of Association. On the right of the shareholder notifies the company in the invitation to the

General meeting.



(3) the matters which have not been included on the agenda of the general meeting,

can be used on its negotiations to discuss or decide only if the

by consent of all the shareholders.



section 409



The general meeting may decide that some of the matters included on the

the agenda of the General Meeting resolves on the next general meeting, or that

will not be discussed. This does not apply, if the general meeting at the request of

qualified shareholders, unless the shareholder agrees.



section 410



(1) an appeal or the postponement of the general meeting, the company shall notify the

shareholders in the manner laid down by this law and the statutes for the convening of a

the general meeting, and at least 1 week before the date of the originally notified

the general meeting, shareholders who otherwise will pay at the general meeting of

arrive by original invitations, with United effectively incurred

the cost.



(2) in the event that the general meeting was convened on the initiative of qualified

the shareholders, the notice of appeal or postponement of the event,

If with these shareholders.



section 411



(1) in the determination of the new place, date and hour of the General

meeting is without prejudice to the time limits that the law provides for the sending of

the invitation to the general meeting and the general meeting is convened at the initiative of

qualified shareholders.



(2) Without compliance with the requirements of this Act on the convening of the general meeting

the general meeting may take place only if all the shareholders of the

and determine if the statutes.



Section 412



The ability of the general meeting a quorum



(1) the general meeting is quorate if shareholders are present

owning shares of the nominal value of which exceeds 30% of the number of

the capital, unless the statutes provide otherwise.



(2) in assessing the ability of the general meeting a quorum shall not be considered to

shares or issued by the provisional data sheet, which is not linked to the voting

the right, or if you are unable to vote under this Act or the articles of Association

exercise; This does not apply when these temporarily enter into voting rights.



§ 413



(1) for the present shareholders, the company writes to the present



and) name and domicile or registered office,



(b) the information referred to in subparagraph (a))) concerning the agent, if the shareholder

represented by,



(c) the number of shares)



(d)) the nominal value of shares that entitle the shareholder to voting,

where applicable, an indication that the shares shall not entitle the shareholder to voting.



(2) in the case of refusal of registration of a person is to present

the fact of the refusal and the reason for stating in the Charter.



(3) the accuracy of the present Charter confirmed by his signature convener of the

or the person designated by him.



section 414



The replacement of the general meeting



(1) if the general meeting is not able to convene a quorum, the Board of Directors

the manner prescribed by this Act and the statutes, if still necessary,

without undue delay replacement general meeting with the same agendas;

the replacement of the general meeting is quorate regardless of section 412, paragraph.

1, unless the statutes determines otherwise; the deadline for sending out invitations,

to 15 days and the invitation may not contain adequate information on the nature

each of the matters included on the agenda of the general meeting in accordance with section 407

paragraph. 1 (a). (d)).



(2) the invitation to the general meeting of the shareholders of the replacement is sent not later than

within 15 days of the date on which the original was convened general meeting, and

the replacement of the general meeting must be held no later than six weeks from the date on

that the original was convened general meeting.



(3) the matters which have not been included in the proposed agenda of the original

the general meeting, the general meeting can decide on a replacement, just

If all the shareholders.



Decisions of the general meeting



§ 415



The general meeting shall act by majority vote of the shareholders, unless the

the law or the statutes require a different majority.



Section 416



(1) a decision under section 421, paragraph. 2 (a). m) on the amendment of the statutes, to the

the decision, as a result of the amended statute, the decision on the credentials of the

the Board of Directors to increase the share capital, on the possibility of counting cash

claims against the company against a claim for repayment of the emission

the course, on the issue of exchangeable bonds or preferred, the cancellation

with the liquidation of the company and to the decision on apportionment of winding-up

the balance shall require the consent of at least two-thirds majority of the votes

present shareholders.



(2) the decision of the general meeting of the facts referred to in paragraph 1 and of the

other facts the effects occur when writing to

commercial register, shall be certified by a public Charter. The content of the public

the instrument is also approved the text of the amendments to the articles of association if they are changed.



§ 417



(1) a decision under section 421, paragraph. 2 (a). m) on the change of the amount of the basic

the capital is also requires the consent of at least two-thirds majority of the votes

present shareholders of each type of shares whose rights are hereby

without prejudice to the decision.



(2) the decision to change the nature or form of the shares, about changing the rights of the United

with a certain kind of shares, restrictions on the transferability of shares or

book-entry shares and the disposal of securities of the

trading on a regulated European market also requires the consent of

at least a majority of the votes of the shareholders present, tříčtvrtinové owner

These shares.



(3) the decision on the exclusion of or limitations preferential rights on

obtain the removable or preferred bonds of allowing the distribution of

profit to persons other than the shareholders pursuant to § 34 paragraph. 1, about the exclusion or

limitations preferential rights of the shareholders when raising capital

subscription of the new shares and to increase the share capital deposits
to require the consent of at least a majority of the votes present tříčtvrtinové

shareholders. If the company has issued shares of a different kind,

those decisions also the consent of at least a majority of the votes tříčtvrtinové

present shareholders of each type of shares, unless the decision

the owners of these species do not affect shares.



(4) the decision on the merger of shares is also requires the consent of all

shareholders whose shares are to be contacted.



Per rollam voting decisions



section 418



(1) if the articles of Association permits decisions per rollam voting, send

person authorized to convene a general meeting of all shareholders the proposal

decision.



(2) the draft decision contains



and the text of the proposed decision) and its rationale,



(b) the time limit for the receipt of comments) of the shareholder specified statutes, otherwise 15

days; for the start of its run time is the operative delivery of the shareholders,



(c)) the documents required for its adoption and



(d) other information, to be determined)-so the statutes.



Section 419



(1) if the shareholder does not deliver within the period referred to in section 418 paragraph. 2 (a). (b)) a person

entitled to convene a general meeting of the consent to the motion for a resolution,

with that proposal.



(2) where this Act requires that a decision of the general meeting was

Certified Public Charter, decisions of the shareholders has the form of a public

of the Charter, in which the content of the proposal for a decision of the general meeting,

which is the expression of concerns.



(3) the Decisive majority is calculated from the total number of votes of all the shareholders.



Section 420



The result of the decision under section 418 and 419, including the date of its adoption, shall notify the

person authorized to convene a meeting in the manner prescribed by this law and the

the statutes for the convening of a general meeting of all shareholders, without undue

the postponement.



The scope of the general meeting



section 421



(1) the general meeting shall decide by resolution.



(2) the competence of the general meeting belong to the



and the decision on the amendment of the statutes), determine if the statutes or law, unless it is

as a result of the change in the increase of the authorised capital

the Board of directors or a change that occurred on the basis of other legal

the facts,



(b) deciding on the change of the amount) of the capital and of the credentials of the

the Board of Directors to increase the share capital,



(c) decisions on the possibility of counting) financial claims against the

the company against a claim for repayment of the emission rate,



(d) deciding on the issue of the removable) or priority of the bonds,



e) choice and recall of members of the Board or of the Director,

If the statutes do not specify that this competence belongs to the Supervisory Board,



(f) the selection and dismissal of the members of) the supervisory or Management Board and other authorities

specified by the statutes, with the exception of the members of the Supervisory Board, which does not select the General

meeting,



(g)), the extraordinary or the proper approval of the consolidated accounts, and

cases where the law provides for another copy, and interim management

the financial statements,



h) decision on profit distribution or other custom resources, or

payment of loss,



I) deciding on the submission of the application for the adoption of securities

company to trading on a regulated European market or on the disposal

These securities from trading on the regulated European market,



j) decision to cancel the company's liquidation,



the appointment and dismissal of the liquidator) shall be determined by the statutes, so



l) distribution of winding-up the balance of the design approval,



m) approval of transfer or stop the race or such part thereof,

that would mean a substantial change in the existing structure, plant or

a material change in the business or activities of the company,



n) decision about the takeover of the effects made for a company

its emergence,



on approval of the Treaty of the Pacific) community, including approval of its

changes and cancellation



p) another decision which this Act or the statutes confer to

the competence of the general meeting.



(3) the general meeting's decision not to allocate cases to the

the scope of the legislation gives it the law or the statutes.



Section 422



(1) the general meeting shall elect a Chairman, minutes clerk, Verifier and registration

the person or persons responsible for counting the votes. Until the election of the President controls

convener of the general meeting or by a designated person. The same applies,

If the President of the General Assembly was not elected. If not elected

the writer, write-Verifier, or person in charge of counting the votes, shall determine

is the convener of the General Assembly. The general meeting may decide that

the Chairman of the general meeting and the authenticator will write one person.



(2) the general meeting may decide that the President of the General Assembly performs

also, the counting of votes that do not endanger the smooth operation of the general meeting.



§ 423



(1) the Registrar shall draw up minutes of the proceedings of the general meeting within 15 days from the

the date of its termination. The minutes shall be signed by the Registrar, the President of the General

meeting or convener of a verifier or verifiers of the minutes.



(2) the registration contains



and the name and address of the company),



(b)) the place and time of the general meeting,



(c)) name Chairman, minutes clerk, verifiers of the minutes and the person or persons

responsible for counting votes,



(d) a description of the discussion of individual issues) included on the agenda of the General

meeting,



(e) the resolution of the general meeting), indicating the results of voting and



(f)), the contents of the protest the shareholders the Board of directors or of the Supervisory Board

concerning the resolution of the general meeting, if the protesters

so requests.



(3) the registration shall be accompanied by proposals submitted, the Declaration and the Charter

present.



section 424



(1) the invalidity of a resolution of the general meeting, the shareholder cannot be relied on,

If, against the resolution of the general meeting, filed the protest, unless not

brought on protest written error writer or of the President of the General Assembly

or the applicant was not present at a general meeting, if applicable, reasons for

the nullity of the resolution of the general meeting, it was not possible on this general meeting

to find out.



(2) if it is questionable whether the protest was filed, it shall be deemed that the filed was.



section 425



(1) a shareholder may apply to the Board of Directors for the issue of a copy of the registration or

his part throughout the period of the existence of the company. If they are not writing or

its part published within the time limit under section 423 paragraph. 1 on the Internet

website of the company, takes their copies at the expense of the company.



(2) Registrations, invitations to a general meeting and the instrument retains the present

the company throughout its existence.



section 426



The shareholder does not exercise its right to vote



and in) if the delay is conditional upon the deposit obligation, to the extent

the delay,



(b)) if the General Meeting decides on its nepeněžitém deposit,



(c)) if the General Meeting decides about whether he or the person with whom it is

in concert, the obligation is to be remitted, or whether it should be dismissed

from a member of the Board for misconduct in the performance of

function,



(d)) in other cases provided for in this law or another legal

the code.



section 427



(1) restrictions on the exercise of voting rights according to § 426 (a). (b) to (d)))

also applies to shareholders who are acting with a shareholder who cannot

to exercise the right to vote, in concert.



(2) restrictions on the exercise of voting rights according to § 426 (a). (b) to (d))) does not apply

in the case where all the shareholders acting in concert.



§ 428



The nullity of the resolution of the general meeting



(1) every shareholder, Member of the Board of Directors, supervisory board or liquidator

may invoke the invalidity of a resolution of the general meeting in accordance with the provisions of the

of the Civil Code concerning the invalidity of the resolution of the Member meeting of the Association for

conflict with the law or the statutes.



(2) the reason for the invalidity of a resolution of the general meeting is the contradiction of this

resolution with good manners.



section 429



(1) it was decided outside the general meeting, the right to submit a proposal shall lapse

the expiry of 3 months from the date when the claimant knew, or could

Learn about the adoption of a decision under section 420, at the expiry of the 1

year of adoption of this decision. The same applies, if the scope of the decided

the general meeting of the sole shareholder.



(2) if the right pursuant to § 428 applied in the legal time limit, or

If the proposal on the annulment granted cannot force

the resolution of the general meeting, unless it has already been reviewed by other legislation

provides otherwise.



Section 430



(1) the invalidity of the decision of the other organs of the company shall be persons

According to § 428 relied upon only if this decision was made in the

the competence of the general meeting; the provisions of section 428 and 429 shall apply mutatis mutandis.



(2) if the company Violated when convening a general meeting or in its

during the right of shareholders seriously, has a shareholder the right to

reasonable satisfaction according to the provisions of the Civil Code of

the granting of adequate redress to the Member of the Association.



Changes to the articles of Association of the company as a result of the decision or of law



section 431



(1) in the event that the General Meeting decides on the splitting of the shares or the connection

more shares into one, change the form or nature of the shares and restrictions

transferability of shares or dematerialised shares, or its amendment,

change the articles of Association shall take the effectiveness to date of registration of such information to the

the commercial register.



(2) other amendments to the articles of Association of which shall be decided by the general meeting, the

the effectiveness of the moment of the decision, unless this decision or

This law implies that shall take effect later.



section 432
(1) the decision of the general meeting, the effect of which is to change the content of the statutes,

replaced by the decision to change the statutes. Such a decision of the general meeting shall

certifies public deed.



(2) if the decision does not imply the general meeting how the statutes

amended, changes their contents Board of Directors in accordance with the decision of the General

meeting. The decision of the Board of Directors on the modification of the content of the statutes shall be certified

public deed.



§ 433



In the event that there is a change of the content of the statutes of the Board of Directors, shall be without

undue delay, then, what about changing any of its members learn,

the full text of the articles of Association.



§ 434



(1) when you change the type or form of the shares rights with this kind of or

in the form of shares of the amended articles of Association effective changes, regardless of when the

the exchange of shares.



(2) When converting book-entry shares and shares in the conversion of shares

the legal position of the shares of the shareholder change to the exchange of shares

or declaration of nullity.



(3) if the shares Are admitted to trading on a regulated European market,

the general meeting may decide thereon pursuant to paragraph 2, only if the

have this conversion result in exclusion or disposal of shares from trading

on all European regulated markets on which they are traded,

unless at the same time, decide on the disposal of securities of the

trading on a regulated European market.



(4) if the General Meeting adopts the joint stock company decision, which will be

result in exclusion or disposal of securities of the

the company from trading on any regulated European markets,

shall apply mutatis mutandis to the provisions of § 333, paragraph. 1 and section 338 to 341.



Section 3



Two-tier system



Subsection 1



The Board of Directors



Section 435



(1) a statutory body of the company is the Board of Directors.



(2) the responsibility of the Board of management of the company.



(3) No person is entitled to grant the Board of Directors for instructions on

business management; This is without prejudice to § 51 paragraph. 1.



(4) the Board of Directors ensures the proper keeping of accounts, General

meeting for the approval of the proper, extraordinary, consolidated, or

interim financial statements of the company and in accordance with the articles of the proposal

distribution of profit or cover the loss.



§ 436



(1) the financial statements or the main details of her intended the company's

the Board of Directors shall publish, in the manner prescribed by this Act and the statutes of the

for the convening of a general meeting at least 30 days before the date of the

indicating the time and place where it accounts for inspection. The Commission shall publish a

the financial statements of the company on its website at least once

for 30 days before the date of the general meeting and until 30 days after the

approval or disapproval of the financial statements, the first sentence shall not apply.



(2) Together with the financial statements the Board of Directors shall publish in

paragraph 1 shall also report on the business activities of the company and the State

its assets; This report is part of the annual report referred to in another

the legislation, handles to the second sentence of paragraph 1 shall apply

Similarly.



§ 437



The statutes may specify a different way in which the Board of Directors may

obligations under section 436 meet, if such a procedure does not restrict the

the right of shareholders to the desired information.



§ 438



(1) the members of the Board of Directors is elected and removed by the general meeting, unless the articles of Association

Specifies that this competence belongs to the Supervisory Board.



(2) in the event that the Board of Directors shall elect the members of the Supervisory Board also approved

contracts for the performance of the duties of individual Board members.



§ 439



(1) unless the statutes provide otherwise, the Board of Directors has three members.



(2) the Board of Directors elects and revokes its Chairman.



(3) where the statutes do not contain the contract for the performance of his duties or the length of the term of Office

period, that it was for each individual Member of the Board of Directors

agreed on 1 year; in the case of conflict between the Statute and the agreement on the enforcement of

function length term agreed in the contract on performance

function.



§ 440



(1) the Board of Directors shall be decided by a majority vote of the members present, unless

the higher the number of statutes. Each Board Member has 1 vote.



(2) the Board of Directors on the progress of the negotiations and of its decisions shall

the minutes signed by the Chair and the rapporteur; the annex is

the list of those present.



(3) the minutes shall specifically Board members who

voted against each of the decision or abstaining; u

non-members, it is considered that the vote for the adoption of the decision.



The prohibition of competition



§ 441



(1) member of the Board of Directors may conduct business in the subject of activity of the company,

and it's not for the benefit of other persons, nor mediate shops

the company for another.



(2) The Board shall not be a member of the statutory body other

legal persons with the same or similar object or person

in a similar position, unless it is a concern.



(3) member of the Board of Directors shall not participate in the business of other business

Corporation as a partner with unlimited liability or as the controlling

the person of another person with the same or similar activities.



§ 442



(1) If the founders in establishing a company or authority authorized to

the election of the Board of Directors the Board of directors were on one of the

the circumstances referred to in section 441 expressly advised or if this was

the fact later and member of the Board in writing on her pointed out, it is

for this activity, the Board of Directors that the ban applies,

disabled does not have. This does not apply if any of the founders or the authority

the choice expressed disagreement with the activities under section 441 to

one month from the date when the circumstances referred to in section 441 warned.



(2) If a member of the Board of Directors elected by the general meeting, the

notification referred to in paragraph 1 in the invitation to the general meeting and on the agenda

its deliberations must be included on any vote of disapproval by

of paragraph 1.



(3) the articles of association or decision of the general meeting may specify additional restrictions.



§ 443



In the case of death of a member of the Board, resignation, revocation

or else their chosen by the competent authority of its function within 2 months

a new Member of the Board of Directors. If not for the reasons given in the first sentence

Board of Directors, able to carry out its functions, the Court shall appoint the missing members

on the proposal of the person who has a legal interest in it, and it will be on time

duly elected member or members of the missing, otherwise the Court may company

without the proposal to cancel and order its liquidation.



§ 444



(1) the statutes may specify that the number of members of the Board of Directors, which has not fallen

under half, may appoint substitute members in the next session of the authority,

who is authorized to appoint members. The period of performance of the functions of a replacement member

the Board of Directors is not counted until the performance of the duties of a member of

the Board of Directors, where the statutes do not specify something else.



(2) the statutes may also determine the choice of alternate members, who are embarking on

garbage collection instead of the Board of Directors according to the established order.



section 445



(1) shall lapse if the legal person who is a member of the Board of Directors, with the

successor, becomes a member of the Board of Directors of its legal successor,

unless the statutes provide otherwise.



(2) If a legal person Expires, which is a member of the Board of Directors, with the

liquidation, the provisions of § 443 and 444, mutatis mutandis.



Subsection 2



The Supervisory Board



section 446



(1) the Supervisory Board shall supervise the performance of the Board of Directors and the

activity of the company.



(2) the Supervisory Board shall be governed by the principles approved by the general meeting, unless the

are inconsistent with this Act or the statutes. Violations of this policy

has no effects against third parties.



(3) No person is entitled to give instructions to the Supervisory Board concerning her

control the scope of the legal obligations of the Board.



§ 447



(1) the Supervisory Board is authorised to consult all documents and records

relating to the activities of the company and to check whether they are carrying

the minutes shall be kept properly and in accordance with the facts and that the business

or other activities going on in accordance with other laws, regulations and

the statutes.



(2) the Permission under paragraph 1 may the members of the Supervisory Board use only

on the basis of the decision of the Supervisory Board, unless the Supervisory Board is not able to

to carry out their functions.



(3) the Supervisory Board shall examine the proper, the extraordinary, the consolidated,

where appropriate, interim financial statements and the proposal for distribution of profit or

to cover the loss, and shall submit its observations to the General Assembly.



(4) the Supervisory Board shall appoint its Member, who represents the company in the management of

before the courts and other authorities against a member of the Board of Directors.



Section 448



(1) unless the statutes provide otherwise, the Supervisory Board has 3 members.



(2) Members of the Supervisory Board is elected and removed by the general meeting.



(3) the Supervisory Board shall elect its Chairman and removed.



(4) where the statutes do not contain the contract for the performance of his duties or the length of the term of Office

period, that it was for each individual Member of the Supervisory Board

agreed on 3 years; in the case of conflict between the Statute and the Treaty on the

the performance of the function applies the length of the term of a performance contract, negotiated in

function.



(5) The Supervisory Board may not simultaneously be a member of the Board of directors or

another person authorized by the registration in the commercial register Act

the company.



§ 449



(1) the members of the Supervisory Board shall participate in the general meeting and the
the Supervisory Board, it introduces the results of the activities of the Supervisory Board. The members of the

the Supervisory Board shall be given to the word, whenever they request it.



(2) the Supervisory Board shall be decided by a majority of the members present, unless the articles of Association

Specifies a higher number. Each Member of the Supervisory Board has one vote.



section 450



(1) the Supervisory Board on the progress of the negotiations and its decisions are taken by the

writing signed by the Chair; the annex is a list of those present.



(2) in writing, specifically the members of the Supervisory Board who voted

against the adoption of individual decisions or abstaining; u

non-members, it is considered that the vote for the adoption of the decision.



(3) the minutes shall be also minority opinions of the members, if the

so request.



§ 451



The prohibition of competition



(1) The Supervisory Board shall not conduct business in the subject of activity of the company, and

It's not for the benefit of other persons, nor mediate shops

the company for another.



(2) The Supervisory Board shall not be a member of the statutory body other

legal persons with similar activities, or a person in a similar

the position, unless it is a concern.



(3) The Supervisory Board shall not participate in the business of other business

Corporation as a partner with unlimited liability or as the controlling

the person of another person with the same or similar activities.



section 452



(1) If, when the company's founders were a member of the Supervisory Board

one of the circumstances referred to in section 451 expressly advised or was a

This fact later and the Supervisory Board in writing on her pointed out, has the

It is considered that this member of the supervisory board activity, that the ban applies,

disabled does not have. This does not apply if any of the founders or the authority

the choice expressed disagreement with the activities under section 451 to

one month from the date when the circumstances referred to in section 451 warned.



(2) If a member of the Supervisory Board elected by the general meeting, the notice shall be

referred to in paragraph 1 in the invitation to the general meeting and on the agenda of the meeting

the vote must be included in the event of disagreement referred to in paragraph 1.



(3) the articles of association or decision of the general meeting may specify additional restrictions.



§ 453



(1) in the case of death of a member of the Supervisory Board, resignation, revocation

or else their chosen by the competent authority of its function within 2 months

a new Member of the Supervisory Board. If not for this reason, the Supervisory Board

able to carry out its functions, shall appoint the members of the Court on the proposal of missing persons,

that it has a legal interest in, and for, the duly elected

missing member or members, otherwise the Court may, without an application by the company

Cancel and order its liquidation.



(2) a member of the Supervisory Board also expires, unless the choice of a new Member of the

the decision of the general meeting passes something else.



section 454



(1) the statutes may specify that the Supervisory Board, whose number of members below

half, may appoint substitute members in the next session of the authority,

who is authorized to appoint members. The period of performance of the functions of a replacement member

the Supervisory Board is not counted until the performance of the duties of a member of the Supervisory Board,

where the statutes do not specify something else.



(2) the statutes may also determine the choice of alternate members, who are embarking on

released as a member of the Supervisory Board according to the established order.



section 455



(1) shall lapse if the legal person who is a member of the Supervisory Board, with the legal

the successor, becomes a member of the Supervisory Board of its legal successor, unless

the statutes shall determine otherwise.



(2) If a legal person Expires, which is a member of the Supervisory Board, with the

liquidation, the provisions of section 453 and 454, mutatis mutandis.



Section 4



The one-tier system



section 456



(1) where in this Act provides for a Board of Directors, the means by

the circumstances of the statutory or other authority, the Director of the company, which has

a similar scope.



(2) where this Act lays down a Supervisory Council, the means by

circumstances, the management board or the Chairman of the management board or other body with

a similar control.



The Administrative Council



Section 457



Unless the statutes provide otherwise, the Management Board has 3 members.



§ 458



(1) the rules for the convening of the Board adjusts the statutes. Conduct administrative

the Council shall be convened by its Chairman.



(2) to participate in the meetings of the Board shall always invites a statutory Director.



§ 459



(1) in the event that it is not the Management Board convened for more than 2 months,

may ask the President about the convening of one third of its members, and with it the

agendas, which specifies.



(2) if the Chairman of the Board shall not convene the Council without undue delay from delivery

the application, it may be convened by the applicants themselves; the associated costs shall be borne by

the company.



(3) the Chairman shall convene the Administrative Board and, if so requested by the statutory

the Director, with agendas that statutory Director.

If the President doesn't call the Board without undue delay from delivery

the application can call itself a statutory Director; associated costs

shall be borne by the company.



(4) the Chairman of the Management Board may not narrow the agenda by

paragraphs 1 to 3, unless you agree, who convened the Board

requested.



section 460



(1) the Administrative Council determines the basic focus of the commercial management of the company

and oversees its proper performance.



(2) the competence of the Administrative Council belongs to any matter concerning the

the company, unless this law confers on the competence of the general meeting.



Chairman of the Board



section 461



(1) the Management Board shall elect its Chairman and removed. The term of Office

the Chairman shall not exceed his term of Office as a Member

the Administrative Council.



(2) the Chairman of the Administrative Council may just be a natural person.



(3) in the case of temporary incapacity of the President to perform this function may

the Board temporarily delegate as Chairman of another of its

Member; paragraph 2 shall apply mutatis mutandis.



section 462



(1) the Chairman of the Administrative Board organizes and manages its operations and oversees the

the proper performance of the functions of the Administrative Board of the subordinate bodies of the company. About their

knowledge and on the activities of the Management Board shall inform the general meeting.



(2) the Chairman of the Management Board shall represent the company in the proceedings before the courts and

other authorities against, the Director. If the Chairman of the Board

at the same time, a statutory Director, representing the company of the other Board

the specified member.



§ 463



Statutory Director



(1) a statutory body of the company is a Director appointed by the

the Administrative Council. A contract on the performance of the duties of the Director

the Administrative Council.



(2) the statutory Director can be only a natural person fulfilling the conditions

This Act, for membership in the Board of Directors.



(3) Statutory Director can also be the Chairman of the Management Board. On his

the status of priority shall apply the provisions of this law on the

the Board of Directors.



(4), the Director is the responsibility of the business management of the company.



Episode 6



Changes to the amount of the share capital



Section 1



Introductory provisions



section 464



(1) the effects of the increase in share capital occurs at the moment of the registration of the new

the amount of the share capital in the commercial register, unless the basic

capital increases, the company, whose shares are admitted to trading on a

the European regulated market or whose release is the last condition

for their adoption, the European regulated market.



(2) Increases the basic capital of the company, whose shares are admitted to

trading on a regulated European market, or whose release is

the last condition for the acceptance of the European regulated market,

occur, the effects of capital increase by subscription of shares and repayment

the prescribed part of their emission rates, unless otherwise specified in the decision on the

increase in share capital otherwise. The effects of the increase in capital

However, they cannot occur before they subscribed for the shares, and not later than the

the new registered capital is registered in the commercial register.



§ 465



(1) if the increase in share capital recorded in the commercial register,

underwriter fulfils his obligations, even if the resolution of the general meeting of

increase of the share capital or subscription of shares was invalid or

ineffective. This does not apply if the nullity of the resolution by the general meeting of

increase the capital court.



(2) the resolution of the general meeting to increase the share capital shall be deleted and the

the obligation to repay the emission rate of the shares, if any, lapses also



and if not) filed proposal for the registration of the capital increase in

the commercial register within 2 months after they have met the prerequisites for the

registration of the capital increase in the commercial register,



(b) the decision of the Court, the legal power) to reject the proposal to increase enrollment

the share capital in the commercial register, or



(c)) the expiry of 2 months from the decision of the Court on the refusal of the

proposal on registration of the capital increase in the commercial register,

If it is not filed within this proposal again.



§ 466



(1) if it has been cancelled, the resolution of the general meeting to increase the basic

capital subscription of shares under section 465 paragraph. 2 or the Court said

the nullity of the resolution of the general meeting to increase the share capital

subscription of shares, the company will return the persons concerned, without undue

delay paid emission rates, along with the usual interest.



(2) when the procedure referred to in paragraph 1 shall be published by the Board of Directors of the decision

Court under section 465 paragraph. 2 (a). (b)), and (c)) or a decision of the Court of
annulment of the resolution of the general meeting to increase the basic

capital. If you have already encountered the effects of the increase in capital

subscription of shares, the Board of Directors at the same time publish a call for creditors

whose claims against the company incurred after the efficiency increase

the capital is subscribed to within 90 days of publication.

The provisions of § 518 shall apply mutatis mutandis.



(3) If already on the increase of the share capital of the new shares were issued

or on the existing stock was new indication of nominal value and

the Court shall declare the nullity of a resolution of the general meeting to increase the basic

capital or cancels this resolution under section 465 paragraph. 2, the person concerned

on the challenge of the company returns the shares issued on the increase of the basic

capital or submit to exchange for the shares of the original nominal value

or submit the shares on which was marked by a higher nominal value,

to indicate the original nominal value. The provisions of § 537 to 541 is

shall apply mutatis mutandis.



(4) if the company has issued in the situation referred to in paragraph 3 of the registered

shares, without undue delay, the person leading the command register

book-entry securities to cancel the shares issued on the increase

the capital or to the reduction of the nominal value of the shares.



§ 467



(1) the effects of the reduction of capital occurs at the moment of the registration of the new

the amount of the share capital in the commercial register.



(2) the reduction of the share capital in the commercial register Court writes

only if the



and demonstrated to the end of the period) pursuant to § 518, paragraph. 3, has not signed-in this

limit your claim no creditor,



(b) the satisfaction of claims or proven) its reasonable assurance, or

the effectiveness of the company's agreement with its creditors pursuant to § 518, paragraph. 3, or



(c)) on the basis of proven adequate to ensure the decision of the Court under section

518 paragraph. 4.



(3) If a reduction of the share capital recorded in the commercial register,

shall also, if the decision on the reduction of share capital

or a contract, on the basis of taking shares out of circulation, invalid or

ineffective. This does not apply if the Court pronounced the nullity of the resolution of the general meeting

on the reduction of share capital.



(4) the company shall dispose of the amount corresponding to the reduction of the basic

equity after reduction of the share capital entered in the

the commercial register.



(5) if the Court declares the resolutions of the general meeting concerning the reduction of the basic

capital invalid, the person returns, which adopted the performance due

reduction of the share capital of the company, and the company



and returns the shares to them) out of circulation,



(b) the issue of the new shares),



(c) the shares from circulation) in order to exchange for the shares of higher nominal

value or for the purposes of the designation of the higher of the nominal value, or



(d) a person can command) uncertificated securities to

the designation of the higher of the nominal value of the shares or to issue dematerialised

shares.



(6) the procedure referred to in paragraph 5 (a). and (c))) shall apply mutatis mutandis to section

537 to 541.



Exemptions from the obligation to appreciate the consideration of an expert in raising

the share capital of



section 468



If a non-deposit investment into the company a valuable paper or

money market instrument according to the law about business on the capital market and

If so, the Board of Directors of the company, shall be used in determining the

the weighted average prices of the prices at which trades were carried out this

a valuable paper or tool on one or more European

regulated markets in the time of 6 months before by injecting the deposit.



section 469



(1) if it is a real input into the company's other assets than the property

as defined in § 468 and decide if the Board of Directors of this company,

It shall apply to the determination of the price of its fair value is determined generally

recognized by an independent expert in the use of generally accepted standards

and valuation principles no longer than 6 months before by injecting the deposit.



(2) if it is a real input into the company's other assets than the property

as defined in § 468 and decide if the Board of Directors of this company,

It shall apply, if an underwriter under other legislation

such assets in real terms, to determine his prices this fair

the value is reported in the financial statements for the previous financial period

before the general meeting a crucial about this deposit has been verified

Auditor with the statement without reservation.



section 470



(1) if the price of a non-monetary deposit under section 468 affected by exceptional

circumstances, that would be the date of the repayment of a significant change, ensure

the company's new awards; the provisions of § 251 shall apply mutatis mutandis.



(2) if new circumstances Arose that could to date his repaying

significantly change the price of a non-monetary contribution determined in accordance with section 469, shall ensure

the company's new awards; the provisions of § 251 shall apply mutatis mutandis.



§ 471



(1) if the revaluation in kind of the deposit under section 469 in

cases where such awards should be in accordance with § 470 paragraph. 2

done, can the company ask about this award from the date of this

nepeněžitém deposit decided by the general meeting, until the date of its repayment,

the shareholder or shareholders whose aggregate nominal value of the shares or

the number of pieces of their shares at the time the decision of the general meeting on the increase

capital represented at least 5% of the subscribed capital

the company, and the date of submission of the application the shares, at least in the same

the range still have.



(2) if the Board of Directors does not progress according to § 251 within 14 days from the date of

the delivery of the request referred to in paragraph 1, the shareholders may determine the experts themselves.



(3) if the award according to the expert opinion of the secured shareholders according to the

paragraph 2, at least the same as the original award, the company

claim to these shareholders pay the costs associated with its

the development, unless the Court decides that it cannot fairly for them

request.



section 472



If the increased share capital non-deposit and its price was

determined under section 468 and 469, publish the company before its repayment also

a notice containing the particulars referred to in section 473, and the date when it was

the decision to increase the capital. This is true

the obligation includes the statement referred to in section 473 communication only, from

publication of the notice in accordance with this provision, the new circumstances have occurred.



Section 473



If the price of a non-monetary contribution determined under section 468 and 469, saves

the company within 1 month from the date of the case of a non-monetary contribution to the collections

documents the Declaration containing



and a description of a non-monetary contribution),



(b) non-monetary deposit) price pricing method and, if appropriate, and the methods used

or method and justification, as a connoisseur of this award came,



(c)), that the price of the deposit corresponding to at least the number of non-monetary and

the experts rate the shares which have been issued for it, and



(d) that the communication occurred) the exceptional or new circumstances, which could

the original valuation.



Section 2



Increase in capital



Subsection 1



Capital increase by subscription of new shares



§ 474



(1) capital increase by subscription of new shares is permitted only

If shareholders fully repay the emission rate previously subscribed

the shares, unless the still to be part of the emission rate is due to the amount of

the capital is negligible and the general meeting to increase the basic

capital in this procedure affect the consent.



(2) the prohibition in paragraph 1 shall not apply if, in bringing the increase of the basic

the capital of the only non-cash deposits.



section 475



The resolution of the general meeting to increase the share capital through subscription of new

the stock includes



and) the amount by which the capital should be raised, with the determination of whether the

subscription of shares permitted above or below the proposed amount, where applicable, to the

What is the highest amount,



(b)) number, nominal value, kind of upisovaných shares, their form or

a statement that will be issued as book-entry securities,



(c) information for the use of) a prior right to subscription of the shares referred to in section

485, paragraph. 1, unless all shareholders before the vote on the

the increase of the capital surrendered prior right or if it is to be

the capital raised by the agreement of the shareholders under section 491,



(d)) to determine whether the shares that are not subscribed for with the use of a prior

the law, all or part of the agreement, shareholders subscribed for pursuant to section

491, whether it will be offered to designated candidates or candidates with indication of the persons

or how his or their choice,



(e)) to determine whether they will or part of the shares subscribed for on the basis of public

menu under section 480 to 483,



(f)) the shares shall subscribe to a securities dealer under section 489 paragraph. 1, information

under section 485, paragraph. 1, place and period in which the person entitled to perform

there referred to the right, and the price at which it is entitled to buy shares, or

method of determining it; This does not apply if all of the shareholders

before the vote on the capital increase gave up

a prior right or if it is to be the capital increased by

another institution, the



(g) any indication of) the exclusion or limitation of a prior right on the

subscription of shares



(h) in the case of subscription shares) without the use of preferential subscription rights

period and the proposed amount of the emission rate, or, if the pay issue
course in money, reasoned way to its destination or an indication that the

its design will be responsible for the Board of Directors, including the determination of the lowest possible

above what may be designated; the emission rate, or the method of its determination must

be the same for all underwriters,



I) account with the Bank and the time limit within which an underwriter repays the emission rate or its

part of the site and, where appropriate, the time limit for introducing a non-monetary contribution,



j) approved to consideration, its description and the amount of the award

procedure laid down in this law and the emission rate, nominal value and the type of

the shares, which are for the consideration of this issue, their form or

a statement that will be issued as book-entry securities,



to) if the subscription permits the shares above the amount of the proposed increase

the share capital of the company, determining the authority that decides on the

the final amount of the increase,



l) admits to the possibility of set-off of claims against the company against

the claim for repayment of the emission rate, rules for the procedure for the conclusion of the

the Treaty on the counting, the determination of the amount of the claim, including the may count toward a

its owner; If a set-off in the form of a repayment of the emission, the exclusive

rate, the data referred to in subparagraph (h)) are excluded.



§ 476



If the new shares subscribed on the basis of the offer to the public under section 475

(a). (e)), contains a resolution of the general meeting referred to in section 475 also



and time limits) identifying, to the Board of Directors must publish a public offer

under section 480, which must not be longer than 2 years,



(b) the period of subscription of shares) which may not be less than 2 weeks,



(c)) to determine the part of the subscription of the shares and of the emission rate, which

the company requires to pay off at the time of registration to the underwriters,



(d) the rules for the subscription of the shares) in excess of the amount of the proposed increase of the basic

capital.



§ 477



(1) the Board shall submit a proposal without undue delay for writing a resolution

the general meeting to the commercial register.



(2) the draft resolution of the general meeting on registration can be linked to the proposal on the

write a new amount of the share capital in the commercial register.



§ 478



(1) on the subscription of the shares to increase capital and repayment

the emission rate shall apply mutatis mutandis the provisions of this law on emission

rate and establishing the company. Experts for the valuation of non-monetary deposit

the Board of Directors selects from a list of experts maintained by the other legal

the prescription.



(2) the agreement on set-off amounts owed by the company to the obligations of the

underwriters to repay all or part of the emission rate is closed prior to the filing

a proposal to write a new amount of the share capital in the commercial register.



§ 479



Predetermined lead or sole shareholder shall subscribe to shares in writing

the contract concluded with the company; signatures are certified. Contract

It also contains



and information about) that the other shareholders give up rights to the

underwriting, or that it has already been done, where appropriate, the conditions under which such

done, unless the shares subscribed by the sole shareholder, the



(b)) the type, number and nominal value of the shares, their form of upisovaných

or a statement that will be issued as book-entry securities,



(c) the amount of the emission rate) and a deadline for its repayment, or account number with the

Bank for the repayment of the capital contribution, and



(d) a description of the non-monetary contribution), if it is vnášen, and the amount of the award

the procedure under this Act, or



(e)) the securities account number, to which the shares are to be issued.



Subscription of shares on the basis of public tenders



section 480



(1) the subscription to the shares on the basis of the offer to the public shall be governed by the provisions of the

another law on public offering of securities investment

and listing particulars and provisions of this Act on the procedure for the

subscription on the basis of public tenders shall apply only if the

them in the conflict.



(2) Underwriting may be done electronically as well.



(3) Any capital increase by subscription of new shares, where it is not

the lead or leads subscription, specified under section 475 (a). (d)) shall be deemed to

capital increase by subscription on the basis of public tenders.



section 481



(1) for the subscription of shares on the basis of the offer to the public occurs by writing to

the Charter of underwriters.



(2) the registration contains the type, number and the nominal value of the shares subscribed,

their form or a statement that will be issued as book-entry securities,

the emission rate, name, and residence or seat of the underwriters, the number of securities

the account that the dematerialised shares are to be issued, and the signature, or

to write there.



(3) the company shall issue to the subscribers after the registration and the repayment of part of the emission

rate according to § 476 (a). (c) written confirmation), stating the nature,

the number and nominal value of the shares subscribed, their form or an indication that the

will be issued as book-entry securities, the total value of the emission

rate of the shares subscribed and the scope of its repayment.



section 482



If no resolution of the general meeting referred to in section 475 rules for subscription

shares in excess of the amount of the proposed increase of the registered capital,

such a bond is not possible.



section 483



(1) where not within the time specified in the resolution of the general meeting referred to in section 475

subscribed for shares whose nominal value reaches the required increase

of the basic capital or a specified number of individual shares, the resolution of the General

meeting concerning the increase of the registered capital shall be deleted and the deposit obligation

shall lapse, unless the



and the missing part) within 1 month the existing shareholders in proportion to the subscribed by the

the amount of their shares, or



(b)), the capital increase only in the range of the shares subscribed, admits to

This resolution of the general meeting referred to in section 475, and 476.



(2) in the event that the subscription of shares on the basis of the offer to the public has not,

the company returns to the beneficiaries, without undue delay, the effective

emission rate.



Preferential right of shareholders to subscribe for new shares



§ 484



(1) Each shareholder shall have the preferential right to subscribe to a portion of the new shares

the company upisovaných to increase the share capital to the extent of his

share, to be paid off their emission rate in the money.



(2) unless the statutes provide otherwise, each shareholder has the right to

the subscription of the shares which, in accordance with this law have underwritten by another

shareholder.



section 485



(1) the Board of Directors shall be sent to the shareholders in the manner prescribed by this law and the

the statutes for the convening of the general meeting and at the same time publish the information

containing at least the



and the information about the place and) the time limit for the fulfilment of the rights of priority, which may not

be shorter than 2 weeks from the time of delivery, indicating how the

shareholders announced the beginning of the run time of this period, if it is not already contained in this

information,



(b) the number of new shares), which you can subscribe to one existing share of the

a certain proportion of the nominal value or what to one new share falls on

one existing share of a certain nominal value that can be used to subscribe for

only full shares,



(c) the nominal value), the number and type of shares upisovaných with the use of

preferential rights, their form or a statement that will be issued as

book-entry securities, and their emission rate, or method of determining the

the emission rate, or the credentials of the Board to determine; emission

the course is determined for all of the shares that you can subscribe to using

a prior right, the same, however, may be different from the emission rate

shares of upisovaných otherwise, and



(d)) record day for claiming rights, if the company

issued shares; the decisive day in this case is the day when the

could be a priority right claimed for the first time.



(2) paragraph 1 shall not apply if the capital increases without

the possibilities of use of a prior right or if the all shares

subscribed by the sole shareholder.



section 486



(1) the priority right is transferable separately from the date of the General

meeting decided to increase the capital.



(2) in the case of restrictions on the transferability of shares of the same limitations also

for the transferability of rights. In the case of the former, on 1

share out 1 new shares, the right of priority is always free

transferable.



Limitations preferential rights



section 487



Preferential right may not be limited or excluded in the statutes.



§ 488



(1) the general meeting may by resolution a priority right to limit or

excluded only if it is in the vital interest of the company.



(2) the limitation or exclusion of the right of priority must be for all

shareholders addressed to the same extent.



(3) the resolution of the general meeting shall be deposited in the collection of documents.



(4) the general meeting, which is a limitation or exclusion of preferential rights

the Board of Directors may decide, shall submit a written report indicating the

the reasons for the limitation or exclusion of, the proposed emission rate or method

identify, if appropriate, a proposal from the Board of Directors of credentials to his destination.



section 489



(1) For the limitation or exclusion of a prior right shall not be the case,

When according to the decision of the general meeting shall subscribe to all shares trader

securities on the basis of a contract for the supply of issue of securities,

If this contract also contains the obligation of merchant to sell

persons who have the right of priority, at their request, for the specified price and

subscribed shares within a specified period, and the extent of their preferential rights.



(2) The procedure for the sale of shares to the shareholders of securities trader

shall apply mutatis mutandis to section 484 to 486.



§ 490
Demise and the waiver of preferential rights



(1) the priority right shall lapse on the expiry of the period set for its

the application of.



(2) a shareholder may give up the preferential rights before a decision on the

the increase of the capital, and in written form with officially certified

signature or declaration on the general meeting of the company; the Declaration is

the public deed certifying decision of the general meeting and has

effects to each transferee of the shares of the shareholders.



§ 491



Increase the share capital by agreement of all shareholders



(1) On the basis of the decision of the general meeting of all shareholders can

agree on the extent of its participation in the capital increase in the amount of

specified by decision of the general meeting; the agreement requires the form of a public

of the Charter.



(2) the agreement also includes the



and statement) that shareholders waive preferential rights

unless it gave up previously or already have done,



(b)) to determine the number, type, and amount of the nominal value of the emission rate of the shares

upisovaných every shareholder, the form of shares or an indication that the shares will be

issued as book-entry securities,



(c)) if the emission rate in the period paid off the money, and the way its repayment,



(d)) to be included in the deposit, its description and the amount of the award

the specified procedure under this Act, and, where appropriate,



(e)) the securities account number, to which the shares are to be issued.



Write a new amount of the share capital in the commercial register



section 492



(1) the Board shall submit a proposal to write a new amount of the share capital

without undue delay after the subscription of shares corresponding to the scope of the increase and

After the repayment of at least 30% of their nominal value, does not require the

the resolution of the general meeting to increase the share capital repayment in

to a larger extent, including the share premium, if the cash

deposits, and after introducing all monetary deposits.



(2) the person who subscribed for shares in the share capital increase, is

entitled to exercise the shareholder's rights in the scope of the shares subscribed by

When were effectively subscribed, although still there have been the effects of the increase in

share capital, unless there is a cancellation of the resolution of the general meeting of

increase of share capital under section 465 paragraph. 2 or § 493 or court

will annul the resolutions of the general meeting concerning the increase of the basic

capital. This does not affect in the meantime carried out shareholding rights.



section 493



The resolution of the general meeting to increase the share capital shall be deleted and the

the deposit obligation shall cease, if not effectively subscribed shares within

designated by a resolution of the general meeting to the extent necessary to increase

of the registered capital; the provisions of § 465 paragraph. 2 shall apply mutatis mutandis.



section 494



The right to share in profits from shares issued in connection with the increase of

capital, if it was in the year in which the basic

capital raised, achieved net profit, unless the statutes provide otherwise.



Subsection 2



Capital increase from own resources



section 495



(1) the general meeting may decide to increase the capital of the

own resources declared in the approved regular, special or

interim financial statements in the equity of the company, unless they are

These resources is assigned, and the company is not entitled to their purpose

change. You cannot use the net profit in raising capital on the

the basis of interim financial statements.



(2) the increase of the capital cannot be higher than what is making a difference

between the amount of the equity capital and the sum of the capital and other

own resources are assigned, and the company is not entitled to

the purpose of the change.



§ 496



(1) To increase the capital involved in the shareholders in the proportion

the nominal value of its shares. The increase involved in own shares

owned by the company, that increases the capital, and also

the shares of this company, which operated her own person or person

she operated the controlled person. If the piece were issued shares,

the increase in capital to shareholders ratio of them

owned by a unit of shares.



(2) the new amount of the share capital is recorded in the commercial register

simultaneously with the resolution on capital increase under section 495 paragraph. 1.



section 497



(1) capital increase from own resources is only possible

then, if the accounts, on the basis of which the general meeting to increase the

Decides, verified by an auditor with the statement without reservation.



(2) the Auditor shall verify the accounts for the needs of the decision referred to in

paragraph 1 of the data recorded by the date from which the day of

decisions of the general meeting to increase the share capital from its own

resources were not more than 6 months.



(3) in the event that the interim financial statements of the company finds a reduction

own resources, not information from the proper or special accounting

statements, but comes out from this interim financial statements.



section 498



The resolution of the general meeting of the capital increase from own resources

the company provides



and the amount by which) the basic capital increases,



(b) the designation of its own resources or) sources, of which it is the capital of the

increases, broken down according to the structure of the equity in the financial statements,



(c)) to determine whether to increase the nominal value of the shares, with an indication of what the

the amount, or the book value of the individual shares, or shares will be issued

new, with an indication of their number and the nominal value, unless the unit

shares, and



(d)) where the share capital increases by increasing the nominal value of the

shares, and the deadline for the submission of the shares; the beginning of this period shall not

precede the date on which the new amount will be entered in the capital

the commercial register.



section 499



Increase of share capital shall be carried out either by issuing new shares and

their free distribution to shareholders, or by increasing the nominal

the value of the existing shares.



§ 500



(1) the increase of the nominal value of the shares shall be carried out either of their Exchange, or

showing the higher of the nominal value of the existing shares with a signature

the Member or members of the Board of Directors.



(2) the Board shall invite the manner laid down in this Act and the statutes of the

for the convening of the general meeting of shareholders, to the general meeting of

specified time submitted to the Exchange, or to indicate a higher nominal

values.



(3) if the shareholder does not submit the shares within the time limit, does not perform up to their

submission of shareholder rights and the Board of Directors shall apply the procedure provided for in §

537 to 541.



section 501



The increase of the nominal value of book-entry shares shall be effected by

the amount of the nominal value in register of dematerialised securities on

by order of the company; the company shall extract from

commercial register showing the registration of a new amount of the share capital.



§ 502



When the issuance of new shares the Board of Directors shall invite the shareholders without undue

the delay after the registration of the new amount of the share capital in the commercial register

the manner prescribed by this Act and the statutes for the convening of the General

the meeting, in order to arrive to take them over.



Section 503



(1) call to the shareholders under section 502 contains at least



and the extent of the increase in capital),



(b) the distribution of shares between) the ratio of the shareholder,



c) warning that the company is authorized to sell new shares,

If the shareholder is not taken within one year from the receipt of the request.



(2) after expiry of the period referred to in paragraph 1 shall apply the Board of Directors

mutatis mutandis the procedure under section 539.



Section 504



If they are to be issued new shares, the Board of Directors shall without

undue delay after the registration of the new amount of the share capital of the

commercial register command person authorised to keep a record book entry

securities to their issue.



Subsection 3



The conditional increase in capital



Section 505



(1) if the General Meeting decides on the issue of removable or

the priority, at the same time bonds shall take a decision to increase the basic

capital in the range in which they can be applied to replacement or preferred

the rights of these bonds (hereinafter referred to as "conditional increase of the basic

capital "), unless the bonds are to be exchanged for shares already issued.



(2) A conditional increase of the share capital shall be deemed to also increase in

the extent to which the creditors may by rules contained in a decision

the general meeting and in the credit or in any other similar apply its contract

exchangeable or preferential rights of such a contract concluded with the company;

This is true only if it is at the same time the General Meeting decided to

limitations preferential rights of the shareholders under section 487 to 489.



section 506



The conditional capital increase under section 505, paragraph. 2 it is possible to

only if it allows the statutes and if at the same time contain

the exact conditions under which it is possible to exchange the right of preferential or

credit or similar contract use.



section 507



The resolution of the general meeting of the conditional capital increase

the company provides



and the reasons for the increase in capital),



(b)) in determining whether a capital increase intended for the execution of the

Exchange or prior rights from bonds or for the execution of the

similar rights of the credit agreement or other similar agreement,
(c)) the scope of the capital increase, the type, number and the nominal value of the

of shares that may be issued for the capital increase, their

form or an indication that it will be issued as book-entry securities, and



(d) the proposed amount of the emission rate), or a reasoned way to determine

or an indication that the Board of Directors will be responsible for its design, including

determine the lowest possible amount, as may be specified; emission rate or

the way the destination must be the same for all the underwriters.



Section 508



(1) the Board shall submit a proposal without undue delay for writing a resolution

the general meeting to the commercial register.



(2) the draft resolution of the general meeting on registration can be linked to the proposal on the

write a new amount of the share capital in the commercial register.



Section 509



(1) the right to apply Exchange service request for the exchange of bonds for

stocks. Receipt of the replacement shall be replaced by the subscription and redemption of shares.

They are to be issued shares, the application number

securities account to which they are to be issued, the shares otherwise

the request of ineffective.



(2) the priority right shall be applied to the subscription of shares in the company. On

subscription of shares shall apply mutatis mutandis the provisions of this law on the

subscription of shares in the company and on the emission rate. On the subscription

shares on the basis of a public offer to all owners of the bonds shall be used

Similarly, section 476, 480, and 481.



(3) paragraphs 1 and 2 shall apply by analogy to the Exchange or the right of priority

the creditor of a credit or other similar contracts.



section 510



(1) the Board shall submit a proposal to write a new amount of the share capital of the

the commercial register without undue delay after the expiry of the deadline for

the application of the Exchange or the priority rights and only to the extent of applicable

Exchange or prior rights.



(2) after registration, the new registered capital in the commercial register

the company shall issue shares in a range of applied removable and

prior rights. In the exchange of bonds for shares shall be adequately

under section 503 and 504 and Section 537 to 541.



Subsection 4



Increase the capital by decision of the Board of Directors



Section 511



(1) the general meeting may entrust the Board of directors or Administrative Council, for

the conditions laid down in this Act and the statutes of the increased capital

subscription of new shares, conditional increase in share capital or of the

the company's own resources with the exception of the retained earnings, not more than

However, about one half of the existing amount of the capital at the time of

the credentials.



(2) the credentials referred to in paragraph 1 shall be replaced by the decision of the general meeting of

capital increase and determine the



and the nominal value and type) of shares, to be on the increase

share capital issued, their form or a statement that will be issued

as book-entry securities, and



(b)) that the authority of the company shall decide on the valuation of non-monetary deposit on

the basis of the expert opinion, if the Board of Directors is responsible for the increase

the basic capital.



§ 512



(1) the Board of Directors may increase the capital and credentials

more than once, if the total amount does not exceed the increase in the limit laid down.



(2) the credentials under section 511, paragraph. 1 can be granted for a maximum period of 5 years

the date on which the General Assembly decided, on the credentials and even repeatedly.



section 513



The Board of Directors shall without undue delay, a proposal to write a resolution

the general meeting about the credentials in the commercial register.



section 514



Mandate under section 511, paragraph. 1 may also include the statutes. In such a

case, the decision of the general meeting does not require and § 511 to 513,

shall apply mutatis mutandis.



section 515



(1) the decision of the Board of Directors to increase the share capital of the

certifies public Charter, and this decision shall be entered in the commercial

the register.



(2) proposal for a decision of the Board of Directors of enrollment may be associated with the proposal

to write a new amount of the share capital in the commercial register.



(3) the increase in capital by the Board shall

by analogy with the provisions of this law on the increase of the share capital

subscription of new shares, of the conditional capital increase or

on the increase of the share capital of the company's own resources, with a view

on the way of increase of share capital.



Section 3



The reduction of share capital



section 516



The resolution of the general meeting to reduce capital, contains at least



and the reasons for and purpose of the proposed) reduction of share capital,



(b) the scale and method of execution) the proposed reduction,



(c)), the way will be loaded with the amount corresponding to the reduction,



(d)) and the amount of remuneration, the draw rules for winning shares, or how

its destination, it reduces to the basic capital withdrawal of shares from circulation on

under the draw,



e) reduces to the capital on the basis of the proposal of shareholders, an indication,

whether the proposal on withdrawal in return for payment or shares out of circulation, and when

proposal on withdrawal from circulation for the shares and the amount of remuneration or the rules for

her destination,



(f)) to be as a result of the reduction of the share capital of submitted

the company's shares, the deadlines for their submission.



§ 517



(1) as a result of the reduction of the share capital of the company shall not fall

the capital amount set out under this Act.



(2) reduction of capital shall not deteriorate when claims

the lenders.



The protection of creditors



§ 518



(1) within 30 days from the date of entry into force of the decision of the general meeting of

the reduction of share capital to third parties shall notify the Board of Directors

the decision to reduce capital, in writing those known creditors,

whose claims against the company incurred before the time of effectiveness of the

the decision of the general meeting for a reduction of the share capital. Part of the

the announcement is a challenge to lenders signed up their claims by

of paragraph 3.



(2) the Board of Directors at least twice with the passage of 30

the resolution of the general meeting shall be published on the reduction of share capital after

registration in the commercial register; part of the published information is a challenge,

to lenders signed up their claims referred to in paragraph 3.



(3) creditors of the company referred to in paragraph 1 may, within 90 days from the date when the

received notice of reduction of capital, otherwise within 90 days from the

the second publication of the information referred to in paragraph 2 may require that fulfilment of the

their claims, which were not at the time of receipt of the request, or in

the time of the second publication due, was adequate to ensure

or meet or agreement has been concluded for another solution; This does not apply,

If not, the reduction of the share capital when the claims for

companies.



(4) if there is no between the creditors and the company to the agreement about how to ensure

claims or if the creditor is deemed to have deteriorated when its

claims, shall decide on sufficient to ensure the court having regard to the nature and

the amount of the claim.



section 519



(1) the Board shall submit a proposal without undue delay for writing a resolution

the general meeting to the commercial register.



(2) the draft resolution of the general meeting on registration can be linked to the proposal on the

write a new amount of the share capital in the commercial register.



section 520



(1) prior to the effective reduction of the share capital and prior to the completion

obligations pursuant to § 518 or before the decision of the Court pursuant to § 518 cannot be

shareholders to provide the performance due to the reduction of the share capital or

for this reason they waive or reduce the outstanding part of the emission

the course shares.



(2) For the injury caused by the violation of paragraph 1 correspond to the company and

members of the Board of Directors to creditors; This responsibility cannot

exempt.



Ways to reduce capital



§ 521



(1) to the compulsory reduction of the share capital of the company uses its own

the shares, which has in the property. In other cases a reduction of the basic

the company first used its own capital shares, which has in the property.



(2) other capital can be reduced only if the

It is not sufficient if the procedure referred to in paragraph 1 to reduce the share capital in

the range specified by the general meeting, or if this procedure does not meet the

the purpose of the reduction of the share capital.



(3) the reduction of the share capital of only with the use of own shares,

which are the property of the company, shall not apply the provisions of this law

for separate voting according to the nature of the shares.



§ 522



To reduce the share capital of the company will use its own shares so that

It is destroying, or in the case of dematerialised shares will give a person authorised to conduct their

register command to their cancellation.



section 523



(1) a company that does not own shares in their property, or their

application under section 521 to reduce the share capital is insufficient, reduces the

the nominal value of the shares or the shares from circulation shall take or refrain from

the release of the outstanding shares.



(2) the shares shall be taken out of circulation on the basis of the draw or on the basis of the

the public proposal to shareholders. The shares may be taken out of circulation on the basis of the draw

only if the statutes of this procedure at the time of the subscription of the shares

permit. Rules of procedure for the withdrawal of shares from circulation shall determine the statutes and

the general meeting when the decision on the reduction of the share capital.



(3) if the company Released the unit shares, you can reduce the capital and

without taking the shares from circulation.
The reduction of the nominal value of the shares or serve the leaves



section 524



The nominal value of the shares shall be reduced in proportion to all shares of the company,

unless it is to reduce the share capital of a waiver of the unpaid

the emission rate of the shares.



section 525



The reduction of the nominal value of the shares or serve the leaves shall be carried out by the exchange of

shares or serve leaves shares or interim certificates with a lower

nominal value or an indication of lower nominal value on the

the existing shares or interim certificates signed by the Member or members of the

the Board of Directors.



§ 526



The Board of Directors shall invite the manner laid down in this Act and the statutes for the

the convening of the general meeting of shareholders, who own the shares or interim

the leaves that is submitted within the time specified by decision of the general meeting for a

the purpose of the procedure under section 525. Shareholder who is in delay with submission

shares or serve the sheets in the specified time limit, does not exercise until the time

their proper submission of shareholder rights attaching thereto, and

the Board of Directors shall apply the procedure provided for in § 537 to 541.



Taking the shares from circulation on the basis of the draw



section 527



(1) If the company has issued shares, a drawing of lots

the person authorized to conduct the register command to their numbering and

at the same time asks for an extract from the register, which must contain a number

shares.



(2) After the time when the shares are numbered, is suspended right with them

to dispose of.



(3) the draw of dematerialised shares shall be made not later than 10 days from the

the date on which it was filed to the numbering command.



section 528



(1) the progress and results of the draw, giving the numbers winning stock

certifies public deed.



(2) the Board shall notify the results of the draw in the manner laid down in this

the law and the statutes for the convening of the general meeting.



(3) the notification contains at least



and the winning number of shares)



(b)) the period within which the shares of the company will be proposed to pay; the period shall not

to prevent the effectiveness of reduction of the share capital and must not be longer than

3 months from the effectiveness of reduction of the share capital, unless the agreement with

shareholder specifies otherwise,



(c) the amount of the remuneration for the winning) of shares,



(d) the data identifying the shareholders) whose shares have been drawn, if

the company has issued registered shares or dematerialised shares, and



(e)) the period within which the shares must be presented to the winning company.



section 529



A shareholder that is in arrears with the presentation of winning shares in the specified

time limit, does not exercise until their proper presentation with them

shareholder rights and related Board of Directors shall apply the procedure provided for in § 537

to 541.



§ 530



The company pays to shareholders for the proposed shares payment reasonable

their price; the adequacy of remuneration shall be expert opinion.



§ 531



(1) the Board of Directors of the company that has issued shares, it shall

person authorized to keep their records of a report on the outcome of the draw along with the

the command to cancel the numbering of nevylosovaných shares recorded public

the Charter of certifying the results of the draw.



(2) the effectiveness of the decrease in basic capital shall report to the Board of Directors of the person

authorised to keep a record book entry securities to cancel the command

winning shares; the command shall be a statement of the commercial register

providing proof of registration of the reduction of share capital in the commercial register.



Taking the shares from circulation on the basis of the draft Treaty



section 532



(1) in the event that the shares from circulation on the basis of the proposal

the Treaty, the decision of the general meeting may determine that the capital



and will be reduced in scope) the nominal value of the shares, which will be taken from

circulation, or



(b)) will be reduced by a fixed amount.



(2) the shares may be taken out of circulation on the basis of the draft Treaty for consideration

and free of charge; the provisions of Section 322, paragraph. 1 and 2, section 323 to 325 and 329,

shall apply mutatis mutandis.



§ 533



(1) the purchase price is payable not later than 3 months from the effectiveness of the reduction

of the capital. Time limit for payment of the purchase price and the time limit for the submission of

shares of the company may not precede the date of effectiveness of the reduction of the basic

capital.



(2) a shareholder does not reduce the effectiveness of the capital with

shares referred to in paragraph 1, the Board of Directors, shareholder rights and associated

apply the procedure provided for in § 537 to 541.



section 534



Without undue delay, since the efficiency of the reduction of capital shall

the Board of Directors to a person, the uncertificated securities,

the command to cancel book-entry shares, which the company bought in

the basis of the draft Treaty; the command shall be a statement of the business

Register certifying the registration of the reduction of the share capital and the proof of

the adoption of the draft Treaty to the public.



§ 535



(1) in the event that capital reduces the procedure provided for in § 532

paragraph. 1 (a). and), contains a resolution of the general meeting also credentials for

the Board of Directors to submit a proposal to write the amount of the share capital of the

the commercial register in the extent to which shareholders will be accepted by the public

the draft Treaty.



(2) in the event that the sum of the nominal value of the shares taken out of circulation by

section 532 paragraph. 1 (a). (b)) the amounts set reaches the reduction of the basic

capital, the general meeting may decide that the capital decrease

procedure laid down in section 532 paragraph. 1 (a). and, where appropriate, any other way)

laid down by this law.



§ 536



Dropping from the issue of shares



(1) the general meeting may decide on the reduction of share capital

by refraining from the issue of shares to the extent in which they are the underwriters in

the repayment of nominal value of shares, unless the company

prodlevšího shareholders excluded from the society.



(2) if the company has issued on the outstanding shares of interim certificates, shall be carried out

the abandonment of the issue of the outstanding shares, so that the Board of Directors shall invite the

the shareholder, who is in delay with the repayment of the emission of the course or its

part of the order within the time specified by the general meeting gave the interim list with

the company does not issue shares that this provisional list shall be replaced by, and

Subscribers to return without undue delay after the effectiveness of the reduction

the capital has not yet paid the emission rate when set,

that subscribers want.



(3) a shareholder who is in arrears with the presentation of the interim in the worksheet

the specified time limit, does not exercise until the submission of the related

shareholder rights and the Board of Directors shall apply the procedure provided for in § 537 to 541.



How to leak or no endorsement of shares



§ 537



In the case of delay of the shareholders with the presentation of stock download

companies from circulation for Exchange, the designation of the new nominal

values, or destruction of, or with the acceptance of the new shares to increase

the share capital the Board of Directors shall invite the shareholders in the manner prescribed

This Act and the statutes for the convening of the general meeting, to do so in the

reasonable period, to be determined by them, warning that otherwise it will be

not presented shares declared invalid or not incorporated shares

will be sold.



§ 538



Shares that have not been through a challenge in the further period of cast,

the Board of Directors declared invalid; the Board of Directors statement without

undue delay shall be notified in the manner provided by this Act and the statutes of the

for the convening of the general meeting of shareholders, whose stock is the invalidation concerns

(hereinafter referred to as "the person concerned"), and at the same time it is published.



section 539



(1) the new shares to be issued instead of the declared shares

invalid, or shares that are not in the increase of the capital

under section 500 shareholders taken even additional reasonable time to sell

the Board of Directors without undue delay through the merchant with the

securities for the account of the person concerned on European regulated market,

otherwise, it is sold at public auction.



(2) the place, time, venue, and the subject of the auction shall be published in the Board of Directors

a period of at least 15 days before the date of the venue, if the value of the right

shares of less than 100 000 Czk, and within 30 days before the date of the holding,

If the value is higher, and at the same time send a message about the forthcoming public

the auction also to the person concerned, if it is known to the Board.



(3) the proceeds of the sale after the set-off of the company for the

the person incurred in connection with the Declaration of its shares,

where appropriate, in connection with the sale of the shares, the company shall pay, without

undue delay to the party concerned.



section 540



(1) in the event that for the shares from circulation downloads should not be issued a new

shares, not a declaration of nullity shares affect the right of the person concerned

on payment of the purchase price or a refund of the paid up share

course or parts of it.



(2) the company may oppose the claim of the person concerned on payment of the purchase

the prices or the return of the emission rate, or part of the claims,

which that person incurred in connection with the Declaration of its shares

void.



(3) the company shall pay the difference to the person concerned, without undue delay after the

set-off, otherwise the shares or serve leaves a void.



section 541



The company returned the shares or interim certificates will destroy without undue

the delay after the effectiveness of reduction of the share capital.



§ 542



The company may, on the basis of the decision of the general meeting of shareholders, may invite

to submit, within designated stock exchange or the designation of the
new data on the share, if there is a change in the data yet on the stock

referred to. The provisions of § 537 to 541 shall apply mutatis mutandis.



section 543



(1) a shareholder may ask the company about the exchange of shares, if it is damaged

so that some of the information on it are not legible, and about the authenticity of this

shares of no doubt.



(2) the company shall exchange the share without undue delay after its submission.

Returned by the share company and new share shall indicate that the

the copy of the damaged stock.



Simplified reduction of share capital



§ 544



(1) the provisions of this section concerning the protection of creditors shall not apply, if the

company



and reduces the capital) for the purpose of payment of the loss, or



(b)) reduces the capital for the purpose of transfer to the Reserve Fund and

payment of future losses and the amount transacted does not exceed 10% of the reduced

of the capital.



(2) the conditions referred to in paragraph 1, showing the company rejstříkovému

the Court when filing for the registration of the reduction of the share capital

the commercial register. In this case, writes the resolutions of the General

meeting concerning the reduction of the share capital, together with the registration of a new amount of the

of the capital.



(3) the reserve fund to the extent established pursuant to paragraph 1 (b). (b)) can

only be used to cover the losses of the company or to increase its

of the capital. The special reserve fund to own shares

be taken into account.



§ 545



(1) in connection with the reduction of capital pursuant to section 544 cannot be

shareholders to provide any performance.



(2) the implementation provided in contravention of paragraph 1, the shareholder

the company. For the fulfilment of this obligation is guaranteed by the members of the Board of Directors

jointly and severally liable.



The concurrent reduction and increase in capital



§ 546



The general meeting may decide to increase the basic reduction and parallel

capital only if the capital of the reduced assumptions for

laid down in section § 536 or 540 paragraph. 1.



§ 547



When the procedure provided for in § 546, the company may start raising

the capital after the capital reduction will be effective.



section 548



(1) in the event that is to reduce the share capital adjustment

the nominal value of the existing shares traded on the European

regulated market, their price on a regulated European market in

increase in share capital through subscription of new shares were

conditions provided for in § 544, the general meeting may decide, at the same time

parallel reduction and the increase of the share capital; the provisions of § 546 and 547

do not apply.



(2) the decision on a parallel reduction and the increase of the share capital may

the general meeting shall determine the scope of the reduction of the capital so that it lays down

the method of calculating the amount of the reduction depending on the emission rate of new

the shares, which will be determined later, and at the same time delegate to the Board of Directors,

to the amount of the decrease in basic capital and the corresponding new

the nominal value of the existing shares of the company have notified without delay

shareholders in the manner laid down by this law and the statutes for the convening of a

of the general meeting.



Episode 7



The liquidation of the joint-stock company



section 549



(1) the right to a share in the surplus upon liquidation is separately transferable

the date on which the company has entered into liquidation unless the statutes shall determine the

otherwise.



(2) in the case of the winding-up is not enough to cover the balance of the nominal

the value of shares, in part attributable to the owners of preferred shares

and the part attributable to the owners of the other shares in the range specified

the statutes; If multiple classes of shares, whose advantage is related to the

likvidačnímu balance, winding-up balance on the part of the

attributable to owners of the shares.



(3) the portion of the winding-up of the balance is divided among the shareholders in proportion

the corresponding paid the nominal value of their shares.



§ 550



(1) the right to payment of the share in the surplus upon liquidation occurs the appliance

shares of the company on the call of the liquidator.



(2) in the event that a shareholder of the shares of the liquidator fails to call,

the liquidator shall apply mutatis mutandis the procedure according to § 537, 538 and 540.



(3) the liquidator shall immediately destroy the Surrendered shares.



§ 551



In the case of the issue of book-entry shares arises to the beneficiary the right to

the payment of the share of the winding-up of the balance on the date of cancellation of shares

the company in the register of dematerialised securities on the basis of the command

the liquidator.



TITLE VI OF THE



COOPERATIVE



Part 1



The General provisions of the cooperative



Section 1



Basic provisions



§ 552



(1) the community is restricted to the number of persons, which is based

for the purpose of mutual support among its members or third parties, or for the

the purpose of the business.



(2) the cooperative has at least 3 members.



(3) the company includes the designation "cooperative".



§ 553



The statutes of the cooperative also contain



and the cooperative company)



(b) the nature of the business or activity),



(c) the amount of the deposit base of the Member), where appropriate, the entry of the deposit,



(d)) and the time limit of their repayment method accessor Member



(e) convening of meetings) the method and rules in its decision-making,



(f) the number of members of the Board of Directors), the Audit Commission and the length of their

term of Office,



g) conditions for membership in the cooperative and



(h) the rights and obligations of a member) of the cooperative (hereinafter referred to as the "Member"), and cooperatives.



section 554



(1) amendments to the statutes shall take effect on the date of the meeting

approved, unless follows from resolution member meeting that shall take

the effectiveness of later.



(2) if there is a change of the statutes on the basis of legal fact

the Board of Directors of the cooperative shall be the full text of the articles of association without undue

delay after any of the members of the Board of this fact

learns.



Section 2



The establishment of cooperatives



section 555



(1) the constituent meeting of the cooperative (hereinafter referred to as the "constituent meeting") next to the

the adoption of the articles of Association shall elect members of the organs of the cooperative and approved by way of compliance with the

basic member contribution, where appropriate, the entry of the deposit.



(2) the proposal shall draw up the statutes of the convener of which is a natural person, in writing, to the

the charge leads, establishing cooperatives.



(3) shall convene the lead convener of establishing cooperatives in an appropriate manner to

the constituting meeting.



§ 556



(1) the constituent meeting may participate in the person who has submitted the application to the

the Fed cooperatives to svolavatele and did not take her back to the

the initiation of the constituent meeting, where appropriate, other persons, unless such persons

the constituent meeting of the participation of the disabled.



(2) in the event that the constituent meeting of the participating Agent may not

represent more than 1 person who filed the application.



§ 557



(1) the constituent meeting of the convener of the initiate or delegate. Shall communicate to the

the constituent meeting of the number of those present, according to the Charter, which

accuracy and completeness before you begin verify by comparing with the college applications, and

introduces the constituting meeting with negotiations, which have already made the convener of.

On the constituting meeting will propose rules for its conduct and choice

the presiding.



(2) before the next Act will be approved by the constituent meeting on proposal svolavatele

or the person responsible for the acceptance of applications by individual applicants

the establishment of cooperatives that only persons whose applications have been

approved, are entitled to participate in the deliberations of the constituent meeting.



(3) the constituent meeting adopts a resolution by a majority vote of those present at the time of

the vote.



section 558



(1) a person who has submitted the application to the cooperatives, can take it back to the

the initiation of the constituent meeting; the provisions of § 559 shall remain unaffected.



(2) any person who is entitled to participate in the constituent meeting of the

in accordance with § 557 paragraph. 2, has a constituting meeting 1 vote. On the statutes,

always votes publicly.



§ 559



(1) the founder of the cooperative is the person who has submitted the application to the

Fed cooperative by opening the constituent meeting, did not

her back, her application was in accordance with § 557 paragraph. 2 approved and meet the

the conditions for membership and its creation, except for the fulfilment of the deposit

obligations, where appropriate, the creation of employment.



(2) a person who vote for the adoption of the statutes, can take back your

the application immediately after the announcement of the results of the vote, otherwise the withdrawal

the application shall be disregarded; in this case, happen to founder.

Withdrawal of the application for registration shall be entered in a public instrument, which certifies

the progress of the constituent meeting.



(3) after the approval of the statutes of the approved list of the constituent meeting of founders

annexed to the public documents under section 560.



Section 560



(1) the progress of the constituent meeting and a decision on the adoption of the articles of Association shall be certified

public deed, which shall include the approved text of the statutes and the

the annex is a list of the founders and a written declaration of the founders of the

the takeover of the deposit obligations to a member of the deposit, if it is not

such declaration of the founders of the already certified in the public instrument of

the certificate during the constitutive meeting.



(2) if the founder of serious reasons to participate in the constituent

the meeting, the certificate of receipt of the deposit referred to in paragraph 1

made in the form of public documents or written declaration of acceptance

This obligation in the form of public documents or with officially certified

signature authority-based cooperatives deliver, within 15 days from the date of
the date of the constituent meeting.



section 561



The founder of the deposit to the basic obligation to meet a member of the deposit or

the deposit within 15 days from the date of the constituent meeting, which

decided to establish a cooperative, otherwise does not become a member.



Section 562



Information plate



(1) a cooperative shall establish at its headquarters the information plate. The information Board is

accessible every working day in the regular working hours of all members.



(2) Determine if the statutes, the information shall be made available to members of the Board of the cooperative

through the website.



Section 3



Deposits



section 563



(1) every member participates in the capital of the cooperative core

Member deposits.



(2) if so, can the bylaws to participate in the capital

one or more other Member deposits. The amount of the other Member

deposits may be different for individual members.



(3) a member of the deposit is made up of the sum of the deposit and all the basic member

other Member deposits.



section 564



(1) the condition of developing membership is a written declaration under section 560 of paragraph 1. 1

or paragraph. 2 and the fulfilment of the obligations of deposit to a base member

the deposit, unless otherwise provided by this Act, to the creation of the membership is also needed

the creation of employment. The statutes may specify that the condition of developing

membership is only the fulfilment of the obligations of deposit to the deposit in the

the amount specified statutes; the deposit is part of the basic input member

deposit.



(2) the amount of the Member's deposit is for all members of the cooperative

the same.



(3) the deposit obligation to the extent of the difference between the basic member

deposit and entry deposit must be satisfied within the time specified in the

the statutes, which shall not be longer than 3 years.



§ 565



For the duration of the membership cannot be a base member a deposit or part of it back;

This does not apply if there was a reduction of the basic member deposit.



The increase in Member contribution



section 566



(1) the increase in Member contribution supplements the members is possible,

determine if the statutes. Basic member deposit can be increased by supplements of the members

only once every 3 years and no more than three times the current level.



(2) between the adoption of the decision on the amendment of the statutes, which allow the increase of the

basic member deposit paid member, and the adoption of the decision on the

the increase in Member contribution must pass at least 90 days.



§ 567



(1) a meeting of members may decide that a basic member deposit

rather will increase all members from its own resources.



(2) the increase in Member contribution from its own resources, it is possible

only if the accounts, on the basis of that meeting on the

the increase is decided, the auditor with the statement without reservation.



(3) to increase the base of a member of the deposit reserve fund cannot be used,

If under other legislation or the articles of Association is established, other

the funds, which are created for purposes other than to increase the basic

a member of the deposit, or own resources that are assigned and

the purpose of the team is not authorized to change.



(4) increase in capital shall be not higher than what is making a difference

between the equity and the sum of the existing share capital and

other own resources are earmarked and whose purpose is not

the cooperative is entitled to change.



The reduction of the basic member deposit



section 568



(1) the Board shall publish the decision on the reduction of the Member meeting

basic member deposit and its amount, within 15 days from the date of its adoption

twice with a time lapse of 30 days.



(2) the Board of Directors at the same time with the publication in writing invite all known

the creditors, whose claims against the cooperative team incurred before the

the adoption of the resolution on the reduction of the basic member meeting a member of the deposit,

to sign in their claims against the cooperative within a period of 90 days after the

the publication of the last notice, unless it is a reduction of the basic

a member of the deposit for the purpose of payment of losses.



§ 569



(1) a cooperative shall provide to the lender, which logs on his claim in a timely manner

to ensure this, a reasonable claim or will satisfy,

unless otherwise agreed with the lender. The conclusion of the agreement, the cooperative shall

When submitting a proposal for the registration of the reduction of the basic member of the deposit to the

the commercial register.



(2) the obligation referred to in paragraph 1 shall not apply if the worse by reducing

basic member deposit when the debts for the cooperative.



(3) if the creditor is deemed to have deteriorated when his claims, and

team denies it, the Court will decide on the appropriate collateral according to § 571.



Section 570



Agreed to cooperative with all lenders on collateral or satisfaction

their claims do not have to comply with the time limit referred to in section paragraph 568. 2;

the cooperative agreement shall when submitting the proposal for the registration of the reduction of the basic

a member of the deposit in the commercial register.



§ 571



In the event that the team and the lender on how to ensure its

claims to agree, the Court will decide on the reasonable assurance given

on the nature and amount of the claim; the Court's decision, the cooperative shall

rejstříkovému the Court when making a proposal for the registration of the reduction of the basic

a member of the deposit in the commercial register.



section 572



Another Member deposit



(1) to take over the duties to the next team member closes the deposit is

a member of the written contract. The contract contains data on the amount of the fine

deposit or about what form the subject of a non-monetary contribution and its

Awards, the way his awards and the deadline for the fulfilment of the obligations of deposit.



(2) if there is no settlement, another Member of the deposit for the duration of the membership

agreed in the contract of another Member of the deposit cannot be considered the duration of the membership

another Member or part of the deposit return or otherwise deal.



Consideration



section 573



(1) consideration will appreciate the expert from a list of experts maintained by the

other legislation designated by agreement of the cooperatives and the depositor, or

If the team has not yet become a reality, the agreement of the founders.



(2) the consideration cannot be set off against the amount of the deposit, a member of the higher than

What was awarded.



(3) consideration to approve before inserting the meeting or

the constituting meeting.



section 574



Determine if the statutes, it may be a real injection also perform or

the implementation of the work or the supply or provision of a service member.



Section 4



The rights and obligations of members



Subsection 1



Basic provisions



section 575



(1) the Member has, in accordance with the law and the statutes of the law, in particular



and) vote and be elected to organs of the cooperative,



(b)) to participate in the management and decision-making in the cooperative



(c)) to participate in the benefits provided by a cooperative.



(2) a member must in particular:



and adhere to the statutes)



(b) to comply with the decision of the authorities).



section 576



(1) if the articles of association or the resolutions of the Member meeting specifies that the rights

Member, or some of them determined by the length of his membership in a cooperative,

does the length of the membership of each Member since the inception of membership of the

legal predecessors, whose membership was established as soon as possible.



(2) The length of membership referred to in paragraph 1 shall be entered and the time after which the

the Member or his legal predecessor, companion or member of a trade

the Corporation, which was the legal predecessor of the cooperative.



Subsection 2



The emergence of the membership



section 577



(1) membership in the team arises only when all the conditions

provided for in this Act and the statutes, and it



and the establishment of a cooperative) when the date of cooperatives,



(b) the date of the decision) of the competent authority of a member of the cooperative, or

the later date referred to in this decision, or



(c) the transfer or gradient) of a cooperative share.



(2) an applicant for membership and the decision of the cooperative must

have a written form and always include a business cooperative, the name and domicile of the

or the registered office of the applicant's membership and the definition of its cooperative share.



(3) on acceptance into the cooperatives Board of directors or other authority decides

cooperatives specified Statute, with the exception of the control of the Commission.



(4) the membership of the team is formed for an unlimited period.



section 578



Membership of one of the spouses does not constitute membership in a cooperative second from

the spouses.



section 579



(1) if the articles of Association subjecting the emergence of membership by the Member to

the team, a member of the cooperative may become the only person eligible to close

of the employment contract.



(2) membership in the cooperative creates the date of employment and ends

on the day of the demise of the employment relationship, if it is in accordance with the statutes of the condition of membership in the

the team member to the cooperative working ratio; the statutes may specify that the

membership does not terminate the termination of the employment relationship.



The list of members



§ 580



(1) Team leads the list of members.



(2) to the list of members shall be entered



and) name and domicile or registered office, or another Member of the specified address also

for service,



(b)) a day and the way of developing and the demise of the membership in a cooperative and



(c) the amount of the deposit and) scope of Member compliance with the obligation to deposit

a member of the deposit.



(3) the Member shall notify any change of team and documented data registered in the

the list of members without undue delay after the event occurred.

Team performs the registration entered fact without undue delay

then, he will change.



§ 581



(1) a member has the right to inspect the membership list and ask for a free issue
confirmation of their membership and content of its registration in the Member list.

The statutes may specify that the Member who requested the release of this confirmation

more often than once a year, will pay the team justified costs

United.



(2) the data entered in the list of the members of the cooperative may only be used for your

needs in relation to cooperative members. For other purposes may be

used only with the consent of the members concerned.



section 582



(1) a cooperative shall issue to each Member at his written request and against payment

the cost of a copy of a list of all members of the list or required,

without undue delay from receipt of the request.



(2) the Board of Directors will allow everyone to look into the relevant part of the

the list, if a legitimate interest in the inspection of or showing

written consent of the Member to which the registration relates; the signature of the Member must be

officially certified.



§ 583



A member ceases to be a member of the cooperative, the cooperative's members list

shall without undue delay. In this section, the Board of Directors

lets take a peek only former member whose registration is concerned, its

successor in title. Another person shall provide the information listed in the cooperative

only under the conditions laid down by law governing the business

the capital market for the provision of data by the person leading the register

investment instruments.



Subsection 3



The contents of the membership



section 584



Member action



(1) each Member shall be entitled to sue for compensation of injury against the cooperative

the Member of the authority or the fulfilment of any obligations

arising from the agreement referred to in section 53, paragraph. 3; This applies mutatis mutandis to the downstream

execution of the decision.



(2) a member does not have the right to claim compensation for the injury referred to in paragraph 1, if the

It decided, pursuant to section 53, paragraph. 3.



section 585



(1) before exercising rights under section 584 paragraph. 1 against a member of the

the Board of Directors shall inform the Supervisory Commission has been established;

If the claim is directed against a member of another institution of the cooperative,

shall inform the Board of Directors.



(2) Informed the authority entitled to compensation for the injury shall be applied without undue

delay after receipt of the information referred to in paragraph 1, the Member may otherwise this

the right to apply under section 584 paragraph. 1 for the team itself.



§ 586



The proportion member to profit



(1) the statutes may specify that a member or members have, under the conditions

designated in the articles of association the right to share in the profits.



(2) where the statutes do not specify how to determine the Member's share of the profit specified to

the split between the members, shall be determined in proportion to its deposit obligations fulfilled

a member of the deposit to the splacenému capital of the cooperative; in the case of a member,

whose membership in the applicable year only took part of the accounting period

share in the profits fairly.



Subsection 4



The obligation of a member to contribute to cover the losses of the cooperative



section 587



Determine if the statutes, can save the meeting to the members of the obligation to

contribute to cover the losses of the cooperative (hereinafter referred to as "uhrazovací duty").



section 588



(1) Uhrazovací obligation in the statutes for the individual members shall, within the

the same amount and must not be higher than what is three times the

basic member deposit.



(2) For all members of the Board of Directors and the Audit Commission, or for

some of them may be uhrazovací the obligation up to the amount specified

ten times the basic member deposit if this option

regulated by the statutes on the date of the formation of their membership in the Board of Directors

or in the control of the Commission.



section 589



Uhrazovací the obligation to store and reuse. If the total amount of

uhrazovací obligations of the Member for the duration of his membership in the cooperative limit

provided for by section 588, this cannot be a member of another uhrazovací

the obligation to deposit.



Section 590



Uhrazovací obligation can be saved only to the members of the cooperative who loss

cooperatives have caused or on the substantially

participated in.



section 591



Edit the uhrazovací obligations in statutes or its amendment, is effective up to

for the accounting period following the accounting period in which the

uhrazovací obligation in the Constitution modified or changed this adjustment.



section 592



A person who was a member of the cooperative only after a specific part of the accounting

the period in which the loss was cooperative, only a proportion of the

uhrazovací obligations under this part of the accounting period.



section 593



Uhrazovací obligation may be imposed, if the



and the cooperative was found) the loss of sound or special accounting

statements,



(b)) meeting discussed the regular or extraordinary financial statements,



(c) to cover the loss) has been used retained earnings from previous years and

reserve and other funds are established, which can be referred to in the articles of Association to be paid

loss of use, and



(d) the decision of the Member meeting on) uhrazovací obligations of the members was accepted

up to 1 year from the date of the end of the accounting period in which the loss to be borne by

uhrazovací the obligations arose.



section 594



(1) the obligation of the members of the Uhrazovací must not be stored in the higher range,

than the actual amount of the loss.



(2) the difference between the amount in which the meet uhrazovací obligation, and

the amount that should be paid in accordance with paragraph 1, it returns to 3

months from the date when this fact was discovered.



Subsection 5



Cooperative share



section 595



(1) a cooperative share represents the rights and obligations arising from the Member

membership in the cooperative.



(2) each Member of the cooperative may only have 1 share.



§ 596



Team cannot take their own cooperative share, unless it is a

the conversion by other legislation.



§ 597



The statutes may exclude, that the cooperative share in the co-ownership.



section 598



Transfer and transition of the cooperative share is not allowed if it is in accordance with the articles of Association

a condition of membership of the Member to the cooperative working ratio; This does not apply, if the

the transferee or inheritor of the cooperative share is already an employee of the cooperative, or

It happens.



The conversion of a cooperative share



§ 599



The conversion of a cooperative share is possible only to a person who is referred to in

the provisions of this Act or the articles of association may become a member of the team.



Section 600



The cooperative may transfer your share to another Member, if it

the statutes do not prohibit, and to a person who is not a member of, if the Constitution of the

concede. The statutes may transfer subject to the agreement of the Board.

The consent of the Board of Directors with the transfer of the cooperative share cannot be changed or

appeal.



§ 601



(1) the transferor shall be liable for the debts of the cooperative share that with

cooperative share.



(2) the legal effects of the transfer of the cooperative share occurs to the team

on the day of the delivery of an effective treaty on the transfer of the cooperative share cooperative

unless the contract specifies the effects later. The same effects as the service contract

has the delivery of a statement of the transferor and of the transferee for the conclusion of such a treaty.



The transition of the cooperative share



§ 602



Cooperative share passes to the successor to the Member under the conditions

provided for in this Act or the articles of Association, unless the statutes of the transition

exclusive. The transition of the cooperative share cannot be ruled out in the housing

in the event that a member of the witness the right to lease or the right to conclude a lease

of the Treaty.



Section 603



(1) the heir of a cooperative share, who doesn't want to be a member of the cooperative, is

entitled to terminate their participation in the team, and without undue delay,

not later than 1 month after the date when he became heir, or to

termination of account.



(2) the period of notice shall be for a period of 3 months and its run time is not heir to the

the share shall be entitled to participate in the activities of the cooperatives.



(3) if the heir shall submit notice of termination referred to in paragraph 1, a member of the

the cooperative does not become.



section 604



(1) the statutes shall not exclude cooperative share of inheritance, but shall make a

membership in the cooperative agreement of the Board of Directors, will be the heir

Member, until there is agreement with its request is granted.



(2) if the Board Agrees with the emergence of the membership, with the heir,

as if he was a member of the cooperative from the date of the acquisition of heritage.



(3) if the heirs proceed with the Board within 30 days of the date when the heir

team asked to grant consent, with the emergence of dědicova

membership in the team agrees.



section 605



(1) the dissolution of a legal person that is a member of the cooperative, passes its

cooperative share of its legal successor, if the legal

person before its termination and asked the Board of Directors with the transition

cooperative share before the dissolution of the legal person.



(2) If a legal person Has more successors in title, the transition may occur

the split of the cooperative share of more than one legal successor.

If the Board of Directors of the transition of a cooperative share to more than

one legal successor, the approved allocation

cooperative share.



section 606



Amalgamation of cooperative shares



It takes a member for the duration of their membership in the cooperative for more cooperative

market share, its market shares in the cooperative blend only a cooperative share the day

When a member takes. However, with each of the cooperative shares associated

rights of third parties, cooperative shares to blend up to the date when this law

third parties, unless the Member of the cooperative agreement with such third

the person shall determine otherwise.



section 607



Division of cooperative share



If the statutes allow, be cooperative with the approval of the share split

the Board of Directors. Split the cooperative cannot share, if as a result of
Division of cooperative share of participation of the transferor or decreased

the transferee of a cooperative share in the team below the amount of the basic member

deposit.



Financial assistance



Section 608



Unless the statutes provide additional conditions, can provide a financial cooperative

assistance, if



and the financial assistance granted) under fair conditions,



(b) the Board of Directors shall draw up a written report), in which



1. the provision of financial assistance to factually justify including benefits and

the risks arising for the cooperative,



2. the conditions under which the financial assistance granted, and



3. justify why the granting of financial assistance is not in conflict with

the interest of the team.



Section 609



(1) the report referred to in § 608 (c). (b)) to the team saves the collection of documents without

undue delay after the provision of the financial assistance approved by the

meeting of members. The report shall be open to inspection by the members of the cooperatives in the headquarters

cooperatives from the convening member meeting and must be on the Member meeting

all members of the freely available.



(2) in providing financial assistance, paragraph 1 and section 608 do not apply

the banks and financial institutions, if it is provided within the usual limits of

their main activities and if it will not cause a reduction of their own

under the capital the subscribed capital increased by funds that cannot be

of this Act or the statutes between cooperatives.



Subsection 6



Loss of membership



Ways of the demise of the membership



§ 610



Membership in a cooperative ceases to exist



the agreement,)



(b) the withdrawal of a member,)



(c)) the exclusion of a member,



(d) the transfer of the cooperative share)



(e) the gradient of the cooperative share)



(f) the death of the member cooperatives)



g) dissolution of a legal person that is a member of the cooperative,



(h) Declaration of bankruptcy assets) of a member,



I) rejection of insolvency for lack of assets, Member



(j) notification of delivery failure) the repeated auction in management performance

the decision or the execution or, if the Member rights and obligations

transferable, the final regulation enforcement disabled

Member rights and responsibilities, or legal power to command execution

disability of the Member rights and obligations after the expiry of the period referred to in

the challenge to meet the obligations enforced by special legislation

and, if filed within this period to stop the execution, after the legal power

a decision on this proposal,



to the termination of the employment relationship), pursuant to section 579, paragraph. 2, unless the statutes provide

otherwise, or



l) dissolution of the cooperative without legal successor.



section 611



The agreement on the dissolution of the membership and the notice of resignation from membership of the cooperative must

be in written form.



Section 612



(1) the statutes may specify the period of notice for the performance of cooperatives

must not be longer than 6 months; the decision, which is a member of the meeting with

by contrast, shall be disregarded.



(2) where the statutes do not notice at the time, the acting member of the specify in

notice of withdrawal as the day of the demise of the membership of the team the other day, than

is the day of service of the notice of withdrawal. Between the date of receipt of the notice of

and on the day of the demise of the membership specified in the notice of withdrawal must not

elapse time is longer than 1 year.



Section 613



(1) If a member of the cooperative because they disagree with the amendment of the statutes,



and the articles of incorporation is not for) the withdrawing member effective and the relationship between a member of the

and the cooperative is governed by the present articles of Association,



(b) stating the reason for the appearance in) notice of withdrawal, otherwise it is not a

performance due to the opposition to amendment of the statutes,



c) delivers the notice of withdrawal to the cooperative within a period of 30 days from the date when the

It was the resolution of the Member meeting on changing the articles of Association is adopted, otherwise the law

Member to withdraw from the cooperatives because of disagreement with the amendment of the statutes

be taken into account, and



(d) membership of the withdrawing member ceases to exist) the end of the calendar month, in

which the notice of speeches delivered to the team.



(2) the procedure referred to in paragraph 1 may be heard from each Member of the cooperative,

that the Member did not vote for amendment of the articles of association meeting; secret vote

prohibited.



(3) If a change of the statutes with which the cooperative,

decided at the Assembly of delegates, may withdraw from the cooperative, each

Member, within 1 month from the day when he learned or could learn about

This change, but within 3 months.



Exclusion of a member of the cooperative



§ 614



A member may be expelled from the cooperatives, if a serious or

has repeatedly violated its obligation to comply with the Member, the conditions for

membership, or for other important reasons mentioned in the statutes.



section 615



(1) the decision to exclude is preceded by a written warning.



(2) the Board of Directors shall decide about the granting of alerts, or other authority designated by the

the statutes.



(3) in the alert shall state the reason of the grant and the attention to the

ability to exclude and shall invite the Member to breach of obligations

stopped and the consequences of violation of the obligations of the Member removed; to do this,

always provide adequate period member at least 30 days.



§ 616



The provisions of § 615 shall not apply if the infringement of the Member obligations

or other important reasons mentioned in the statutes of the consequences that should

You cannot delete.



section 617



(1) for the exclusion of a member of the cooperative's Board of Directors decides or another

authority designated by statute.



(2) decide about exclusion cannot be later than within 6 months from the date of

When the team learned of the reason for the exclusion, at the latest, however, within the time limit

1 year from the date when the reason for exclusion.



(3) the decision to exclude must be in written form. The decision includes a

even the lessons of law secreted Member under section 618.



§ 618



(1) against a decision on the exclusion of a member may submit reasoned objections to

Member meeting within 30 days from the date of delivery of the notice of exclusion;

This is true even in the case that the exclusion decided meeting; to

objections received in breach of this will be taken into account.



(2) If the exclusion decided in accordance with the articles of association meeting,

proceed under sections 620 to 622.



section 619



The membership of the person ceases to exist a waste excreted by the deadline for the submission of

objections or the date on which the person received the decision of the secreted

Member meeting of the rejection of the opposition.



section 620



(1) against the decision of the Member meeting



and the rejection of the opposition), or



(b)), if the exclusion decided in accordance with the articles of Association Member

the meeting,

can a person file a mammary within 3 months from the date of delivery of the

proposal for a decision of the Court for a declaration that the decision on exclusion for

invalid.



(2) until the expiry of the deadline for the submission of an application at the Court or until the

the final conclusion of the proceedings against the Member of the team cannot

exercise any rights arising from the demise of its membership.



Section 621



The decision of the Board of Directors about the exclusion of a member, and the decision of the Member meeting

rejecting the opposition and confirm the decision on exclusion to the expelled

Member of the delivered by registered letter into your own hands on the address of the Member

referred to in the list of members.



§ 622



(1) a cooperative may cancel the decision on exclusion; about the annulment of the decision of the

the exclusion shall be decided by the authority of the cooperative, which is empowered to decide on the

exclusion of a member.



(2) the cancellation of the exclusion the excluded person must agree in writing.

The excluded person unless consent to within 1 month of the date on which it was

the decision to cancel the exclusion, to the decision to cancel

the exclusion shall be disregarded; This does not apply if the person of the cancellation

the decision to exclude previously requested in writing.



(3) to cancel the decision on exclusion can be, even in cases in which the

ongoing proceedings for a declaration of invalidity of the exclusion of a member from the team.



(4) where a decision on the exclusion of cancelled or if the Member has decided to

the meeting, or the Court, that the objection of a member against the decision to exclude are

reasonable grounds, that the membership of the team nezaniklo.



Section 5 of the



The settlement share



§ 623



(1) Settlement share is determined by the ratio of completed the deposit obligations Member,

which in a given accounting period, the membership of the Member has ceased to apply the deposit

against the total deposit obligations of all members applying to Member

deposits on the last day of the accounting period.



(2) in calculating the settlement share is multiplied by the ratio referred to in paragraph 1

the amount of the equity capital of the cooperative, after deduction of the reserve fund, if the

under other legislation or the articles of Association, and to the extent, in

which according to another law or statutes cannot reserve fund

divide among the members of the cooperatives, established the financial statements drawn up to

the last day of the accounting period in which the membership. Extinguished if

membership to 30. June of the financial year, the share of the settlement

equity of a cooperative for the last day of the previous financial

period, if the detected a higher share of the settlement.



§ 624



The settlement share is due to the expiry of 3 months from the date when it was or

the amount could be detected under section 623.



§ 625



The provisions of § 623 and 624 shall apply, if the bylaws do not specify something else;

the statutes cannot determine the time limit for the payment of the settlement of the share more than

2 years from the date of dissolution of the membership.



§ 626



Unless the statutes provide otherwise, the settlement of an expelled member share payable

within 1 year after the has been or could be detected according to the amount of
Section 623, or has acquired the authority of a court decision, which was the management

in the matter of the determination of the invalidity of the decision to exclude completed.



§ 627



(1) if the assets of the bankrupt was canceled on the Member, his membership in the

team restores; This does not apply if cancelled after the audition

meet the rozvrhového resolution or because the debtor's property is completely

insufficient.



(2) the official receiver returns within 30 days from the date of the decision

the Court of the cancellation of the share of the debtor's bankruptcy settlement grant team.



section 628



(1) If a final is stopped enforcement of the decision or execution

disabilities, compulsory membership of a cooperative share in team

restores.



(2) the person who received a grant of compulsory settlement share, returns to the 30

days from the date of the decision of the Court to stop enforcement of the decision

or the execution of the compulsory settlement paid a share of the team.



Section 6



Authorities of the cooperative



Subsection 1



General provisions



Section 629



Bodies are



and) meeting,



(b)), the Board of Directors



(c)) the Audit Commission and



(d) other bodies established by statute).



§ 630



A member of the institution of the cooperative can only be a member of the team.



§ 631



Each Member of the cooperative has a vote in the authority of cooperatives 1 vote.



section 632



The term shall not be longer than 5 years. The term of Office of members elected

authority ends with all of its members as well; This also applies to the delegates.



section 633



The arrangement of the statutes shall, by a resolution of the cooperative institutions and arrangements

the contracts, which is a member of the cooperative shall recognize the voices in conflict with this

by the law.



§ 634



(1) during the negotiations of each institution of the cooperative buys one who acts

authority of the cooperative, called a record, which contains at least an indication of the date,

the site and the agenda of the Authority adopted a resolution on the results of the vote and

opposition members.



(2) annexed to the registration form for a list of members of the institution, indicating who the members of the

was not present, the invitation to the meeting and other documents that have been

submitted for discussion matters.



Subsection 2



Meeting of members



section 635



Introductory provisions



(1) the right to participate in the meetings of the cooperative members, the liquidator

and persons, which provides another piece of legislation.



(2) The Member shall attend meetings in person or by proxy. Full

the power to represent the membership meeting must be in writing and shall

result that was granted for the representation of one or more

Member meetings. No one shall be to conduct Member meeting

the agent for more than one-third of all the members of the cooperative, or,

not for the negotiations on membership meeting granted any power of attorney.



Convening of meetings



section 636



(1) the convener of at least 15 days before the date of the Member meeting shall publish

an invitation to the membership meeting on the website of the cooperative and

at the same time it shall send to the members at the address indicated in the members list.

The publication of the invitation, the invitation is considered to be delivered. The invitation must

be published on the website until the holding of the Member

the meeting.



(2) the Invitation contains at least



and the company and registered office of the cooperative),



(b) the place and time of the start) Member meeting; the place and the time of the initiation of the Member

the meeting shall be determined so as to reduce the possibility of a member of her

to attend,



c) indicate whether the convened meeting of members or alternate members

the meeting,



(d)) program member meeting and



(e)) the place where the Member may meet with the supporting documents to the individual

matters programme member meetings, if they are not attached to the

the invitation.



section 637



To change the bylaws or the adoption of the resolution, the effect of which is

Amendment of the statutes, the invitation also contains in annex the draft of these amendments or

the draft resolution.



section 638



(1) the Board of Directors shall convene a meeting of the Member within the time limits specified

the statutes, at least once for each accounting period.



(2) a meeting of members, to discuss the annual financial statements,

must take place not later than 6 months after the end of the accounting period for which

is the regular financial statements have been prepared.



section 639



(1) the Board of Directors shall convene a meeting of the Member always, if it is in an important

the interest of the team.



(2) the Board of Directors shall convene a meeting of the Member without undue delay also

after it finds that



and the cooperative has) the loss amount that the payment from sources

the cooperative would be accumulated loss reached the amount of share capital or

can be used with regard to all the circumstances, assume, or



(b)), the cooperative fell into bankruptcy or to the impending bankruptcy by another

legislation, and shall propose the adoption of the necessary measures, the Member meeting

to remedy the situation.



(3) the Board of Directors shall convene a meeting of the Member, if it asked

the Audit Commission or at least 10% of the members of the cooperative who have at least

one-fifth of all the votes, did not determine if the statutes of lower number of authorized

members or less, the number of required votes, or a lower number of authorized

members and the necessary votes.



section 640



At the request of the Commission or of the members of the cooperative control pursuant to section 639 paragraph. 3,

or in important interest of the cooperative can convene a meeting and one Member

or some members of the Board of Directors, liquidator or the Audit Commission,

If it should be convened by the Board of directors pursuant to this Act or the articles of Association

and not without undue delay after such an obligation was established.



section 641



(1) if there is no meeting convened at the request of the Supervisory Commission or

the members of the cooperative pursuant to section 639 paragraph. 3 the Board so that it is held

within 30 days after receipt of the request, the meeting must be convened by persons

or authority under § 640.



(2) if such persons or authority under § 640 fails to do so within 10 days

After the expiry of the period for convening meetings of Directors,

may membership meeting to convene and all acts associated with it do to a person

It empowered in writing by all the members of the who to convene member meeting

They asked.



§ 642



If there is no meeting convened at the request of the Commission or members of the supervisory

the cooperative pursuant to section 639 paragraph. 3 a quorum, shall be convened by the who Member

the meeting convened, a replacement member meeting; This does not apply if the control

the Commission or a person referred to in section paragraph 639. 3 take your application back.



section 643



A programme member meetings



(1) at the request of the members entitled to require that a member meeting shall be included

the Board of Directors designated by the program member meeting. If

This request to send the invitations, it shall inform the

the Board members present at the meeting convened by the Member.

The obligation to convene a new meeting is without prejudice to the Member, unless it is

the matter that was the subject of this application, the Member meeting

in accordance with paragraph 2.



(2) the matters which have not been included in the proposed programme, Member

the meeting can be discussed only with the participation and with the agreement of all the members of the

of the cooperative.



The ability of the Member meeting a quorum



section 644



(1) the meeting is quorate if the majority of the

all the members having the most of all the votes cast, if the law does not require

or statutes of the participation of members having a higher number of votes.



(2) in assessing the capabilities of the Member meeting a quorum and adoption

the resolution is not taken into account the presence and the votes of the members who cannot

exercise the voting right pursuant to section 660 to 662.



section 645



Meeting shall act by majority vote of the members present, the does not require a

the law or the statutes of the higher number of votes.



section 646



If is to be taken of the resolution of some of the Member meeting

the matters referred to in section paragraph 650. 2, is capable of meeting of members

a quorum, if at least two-thirds are present all the members, and

the resolution must be adopted by at least two-thirds of the members present.



Spare meeting



Section 647



If the meeting is not quorate, shall convene the one who summoned

originally convened a meeting of the Member, if it is still needed, without

undue delay, substitute member of the meeting with the same agenda, and it

in the same way as originally convened a membership meeting and a separate

invitation.



§ 648



(1) Alternate Member meeting is quorate regardless of the number of

of the members present, unless the statutes specifies something else.



(2) the matters which have not been included in the proposed programme of sound

Member meeting, the meeting may decide to substitute member only

If they are present and if the consent of all the members of the cooperative.



The decision-making of Member meeting



section 649



The right to vote at a membership meeting to the members of the cooperative.



section 650



(1) every Member has a vote on membership meeting 1 vote, unless the

the statutes specifies that has more votes.



(2) Every Member shall have 1 vote, shall be decided by the meeting of members of the



and the provision of financial assistance),



(b)) uhrazovací obligations,



(c) abolition of cooperatives with liquidation),



d) conversion of cooperatives,



e) bond issue.



§ 651



If so requested by the liquidator on the Member meeting of the word, he shall be granted before the

the start of voting.



Per rollam voting decisions



section 652



(1) the statutes of a cooperative if the Permitted decision-making per rollam voting, send

cooperative or person authorized to convene meetings to all members

proposal for a decision.
(2) Decisions per rollam voting cannot be used when deciding the delegates.



Section 653



The draft decision contains



and the text of the proposed decision) and its rationale,



(b) the time limit for the receipt of comments) of a member designated by the articles of Association, or 15 days;

for the start of its run time is the operative delivery of the Member,



(c)) the documents required for its adoption and



(d) other information, to be determined)-so the statutes.



section 654



(1) if the Member does not deliver within the period referred to in point (a) of section 653. (b) consent to the team)

the draft resolution, with the proposal.



(2) where this Act requires that the decision of the Member meeting was

Certified Public Charter, has the form of a public member of the Charter,

in which the content of the draft decision, which the Member meeting

expressing concerns.



(3) the Decisive majority is calculated from the total number of votes of all the members of the

of the cooperative.



Section 655



The result of the decision under section 652 to 654, including the date of its adoption,

notify the person authorized to convene in the manner laid down in this Act

and statutes for the convening of meetings to all members without undue

the delay from the date of its adoption.



The scope of the Member meeting



section 656



Meeting of members



and changing the statutes, does not)-to change them based on other legal

the fact,



b) appoints the members and alternates of members of the Board of Directors and the control

the Commission, unless another law provides that one or more members of the

the Audit Commission elect the workers cooperatives,



(c) the amount of the remuneration of the Board of Directors), the Audit Commission and the members of other

the authorities established by the statutes of the cooperative, if it is entitled to according to the articles of Association

These bodies or their elect and dismiss members,



(d)), or a proper emergency, approve the consolidated financial statements,

interim financial statements, if applicable,



(e) approve the contract on performance) function under section 59,



(f) approves the granting of financial assistance),



g) decides on objections against the decision of the Member about his exclusion,



h) approved the negotiations made by the team in its creation,



I) decides on the distribution of profits or the payment of losses,



j) decide on the uhrazovací obligations,



to decide on the use of) the reserve fund,



l) decides on the issue of debentures,



m) approves the transfer or cessation of the plant or its parts, which

would imply a substantial change in the existing structure, plant or

a material change in the business or activities of the cooperative,



n) decide on the conversion of cooperatives,



on approving the Treaty on Pacific) community and its change and cancellation



p) approve the contract of another Member of the deposit and its change and cancellation

unless the statutes provide that meeting it does not endorse,



q) shall decide on cancellation of the cooperatives with the liquidation,



r) appoints a liquidator and decides about its fees,



approves the report of the liquidator with) of loading with winding-up balance,



t) shall decide on other issues which the law or the statutes confer to

its scope.



section 657



Meeting of members may reserve to their scope of decision-making and the

other issues which the law or the statutes to the scope of the

nesvěřují; This does not apply, if it is a matter entrusted to the following

by law, the competence of the Board of directors or of the Supervisory Commission.



section 658



If the meeting's decisions on certain matters reserves the

its scope, this matter cannot be decided on the same

the Member meeting on that meeting's decisions on certain

matters reserved to the Member, unless they are all present at the meeting

the members of the cooperatives, and everyone agrees that this will be the thing

discuss on this member meeting.



section 659



(1) the person who convened a meeting of Member, takes its course enrollment to 15

days from the date of the member meetings. Each Member has the right to release a copy of the

the registration; determine if the statutes, shall be reimbursed by the team efficiently incurred costs

associated with the acquisition. The minutes shall be signed by the person who the Member meeting

called, and if it filed the other person, then sign it.



(2) the resolution of the Member meeting shall be certified by a public Charter, if it is

about



and amendment of the statutes),



(b)), with the cancellation of the cooperative



c) conversion of cooperatives,



(d) approval of the transfer or cessation) of the plant or its parts,

that would mean a substantial change in the existing structure, plant or

a material change in the business or activities of the cooperative.



section 660



The meeting on the Member cannot exercise the voting right,



and in) if the delay is the fulfilment of the obligations of the Member of deposit, deposit



(b)) to meeting decides about the objections against this member

the decision about his exclusion from the squad,



(c) if) meeting of its revocation of the Member of the authority

cooperatives,



(d)) if the Meeting decides on the approval of the provision of financial

assistance in relation to him.



§ 661



Restrictions on the exercise of voting rights pursuant to section 660 also applies to persons,

acting in conformity with who cannot exercise the right to vote.



section 662



The exercise of the voting rights of a member, you can limit, exclude or suspend the only

then, when provided for in this Act or other legislation.



§ 663



The nullity of the resolution of the Member meeting



(1) each Member of the cooperative, Member of the Board or the Audit Commission or

the liquidator may invoke the invalidity of the resolutions of the meetings referred to in

the provisions of the Civil Code concerning the invalidity of the resolution of the Member meeting

the Association for conflict with the law or the statutes. If it has been

outside of the membership meeting, decided the right to submit a proposal shall lapse on the expiry of 3

months from the date when the claimant knew, or could find out about

the adoption of a decision under section 652 to 655.



(2) if the right referred to in paragraph 1 applies in the statutory time limit,

Alternatively, if the proposal was not on the annulment granted, cannot be

the validity of the resolutions of the meetings already under review, unless other legal

the regulation provides otherwise.



(3) the invalidity of the decision of the other organs of the cooperative may be the person referred to in

paragraph 1 is exercised only when this decision was made in the

the scope of the Member of the meeting; paragraphs 1 and 2 shall apply mutatis mutandis.



(4) the provisions of paragraph 1, second sentence, shall apply mutatis mutandis to decisions on

partial member meetings with the fact that the time limit for the exercise of the right of

the proposal is running from the date of the convening of the last partial member meeting.



(5) the reason for the invalidity of the resolution of the Member meeting is his inconsistency with the

good manners.



Partial member meeting



§ 664



(1) the statutes may specify that the meeting will be held in the form of partial

Member meetings. In this case, the statutes shall determine the



and the rules for the classification of all) members of cooperatives in each part

Member meetings,



(b)), the period in which the individual partial member meetings are held. Between the

the holding of the first and the last minor Member meeting must not elapse longer time

than 40 days, otherwise, no resolution was adopted.



(2) unless otherwise provided, shall be used for the partial member meetings,

their convening, the scope, the adoption of the resolution and the nullity of the resolution

Similarly, the provisions of the law of the Member meeting.



section 665



(1) the Program all the incremental member meetings must be the same. Tween

program under section 643 is not permissible.



(2) the ability of the Member of the meeting quorum is determined from the total sum of

the votes of all the members present on all partial member meetings.



(3) the adoption of the resolution is determined from the total sum of all votes

cast on all the incremental member meetings together.



section 666



If the required certificate of adoption of the decision, the Member of the meeting to the public

the Charter must be the adoption of the decision on each minor Member meeting

certified public deed.



section 667



(1) if it is to be on a partial member meetings decided on the matter,

that directly affects the legitimate interests of member cooperatives, in particular if the

be less objections against the decision of the Member about his exclusion,

invite this member to each partial membership meeting a written invitation

and has the right to participate in the partial member meeting in part that it

touches.



(2) If a member Asks about the word before the vote of members in matters which

It is concerned, to allow him to comment, in particular, allow him to defense against

proposal to reject the opposition and confirm the decision to exclude.



(3) the individual partial member meeting referred to in paragraph 1 shall be convened,

in order to have the possibility to participate in each of them.



section 668



The results of the negotiations and the resolution of all adopted partial member meetings

full text of the Board of Directors shall publish without delay a notice

vyvěšeným for at least 60 days from the date of the last partial Member

the meeting on the information Board of the cooperative.



The Assembly of delegates



section 669



(1) the statutes may specify that the scope of the Member meeting shall carry out completely or

in part, the Assembly of delegates; in this case, the statutes shall determine the



and the scope of the Assembly delegates, and)



(b) the rules for the classification of all) members of cooperatives in each polling

circuits (hereinafter referred to as "constituency").



(2) if the articles of Association, the scope of the Assembly delegates nevymezí,

the Assembly of delegates shall be exercised by the scope of the Member meeting in full

and the meeting is nesvolává.



section 670
(1) the Assembly of delegates shall be prohibited in the cooperative, which has less

than 200 members.



(2) on the expiry of 90 days from the date on which the number of members of the cooperative have dropped below the limit

referred to in paragraph 1, the arrangement of the statutes of the Assembly of delegates

the efficiency and functionality of all delegates shall lapse. The next meeting of members

convened after expiry of the period referred to in the first sentence the procedure according to § 636 and 640

the statutes shall be entered in accordance with this Act.



(3) paragraph 2 shall not apply if the decline in the number of members under the limit

provided for in paragraph 1, lasted for a period of less than 90 days.



§ 671



(1) the electoral districts and the Board of Directors shall be deleted creates according to the rules

specified in the statutes.



(2) each Member of the cooperative is classified in one of the constituencies.

No one shall be inserted into multiple electoral districts.



(3) the statutes shall determine the method of classification of members to each electoral

circuits.



Commencement and termination of a function delegate



section 672



(1) in each constituency to elect 1 delegate from among the members listed in the

this constituency.



(2) a delegate shall elect and revoke the members of inclusion in the relevant

constituency. In the election and recall of the delegate has each Member of 1 voice,

unless the statutes specifies that has a higher number of votes; the right to elect a delegate has also

the team, which is in arrears with the deposit obligations.



section 673



(1) the demise of the constituency shall cease the function delegate, who was elected

members listed in the defunct constituency.



(2) for the election and dismissal of the delegate, § 631 to 634 shall apply mutatis mutandis.



(3) the election of delegates and organized by the Board of Directors provides.



§ 674



(1) the delegate shall be elected for a term specified by the statutes, which shall not be

more than 5 years.



(2) where the statutes do not specify the length of the term of Office in accordance with this

by law, the term of Office is 5 years.



(3) the function delegate expires upon election of a new delegate, but not later than

the last day of his term of Office.



§ 675



(1) the delegate can be revoked at any time of their function.



(2) a delegate may resign by written declaration. Function

the delegate shall cease delivering the statement to the registered office of the cooperative.



Section 676



Change the number of members included in each of the constituencies does not

result in the demise of the existing functions of the delegates or the holding of new elections

delegates.



§ 677



The rights and obligations of the delegate



(1) the delegate shall exercise its function in person.



(2) the delegate shall act in accordance with the interests of the members listed in the electoral

the circuit, in which he was elected.



(3) a delegate shall inform the members of the convening of the Assembly delegates, the nomination

Programme of the Assembly delegates, their instructions and act in

accordance with the opinion of the majority of the members.



(4) the delegate shall inform the members about the progress, and adopted resolutions of each

the Assembly of delegates and provides them to the inspection of any

related documents and information.



List of delegates



section 678



(1) Team leads the list of delegates.



(2) to the list of the delegates shall be entered the name and residence of the delegate, or

other designated address for service, the date and the day and the reason for the demise of the

its function.



(3) a member has the right to a list of delegates to inspect and take from it

copies and extracts.



section 679



(1) the delegate has the right to inspect and request list free edition

confirmation of its function and the content of its registration in the Member list. The statutes of the

may determine that the delegate, which requires the issue of that certificate more

than once a year, the team will pay the reasonable costs associated with it.



(2) the data entered in the list of delegates, the cooperative may only be used for

their needs in relation to cooperative members. For other purposes may be

These data are used only with the approval of the delegates to which the data relate.



section 680



(1) a cooperative shall issue to each of its member at his written request and for

a copy of the list to cover the costs of all delegates or the part of the

list, and without undue delay from receipt of the request.



(2) the Board of Directors will allow everyone to look into the relevant part of the

the list, if a legitimate interest in the inspection of or showing

written consent of the delegate to which the registration relates; the delegate signature must

be officially certified.



Section 681



The information in the list of delegates, including all their changes to the squad retain the

period of 10 years from the date of demise of the functions of the person to whom the data relate.



section 682



(1) the obligation to participate in the Assembly of delegates and delegates have

alternates delegate if they represent the absent delegates.



(2) the right to participate in the Assembly of delegates are members of the

the Board of Directors and the Audit Commission, the insolvency practitioner and the person to whom

provides other legislation or statutes shall lay down.



(3) if so requested by any of the persons referred to in paragraph 2, the word,

before her vote.



§ 683



(1) if the Assembly delegates decide on the issue, which is

directly affects the legitimate interests of the Member, in particular, has to be decided on the

objections against the decision of the Member about his exclusion, invites Member

the Assembly of delegates sent him an invitation in writing at the address

residence referred to in the list of members; This member has the right

to participate in the Assembly of delegates in the part that concerns him.



(2) if the request referred to in paragraph 1 of the word before the vote

delegates in a matter which it is concerned, to allow him to comment,

in particular, he will allow the defense against the proposal to reject the opposition and

confirmation of the decision to exclude.



section 684



Voting right



(1) the right to vote at the Assembly of delegates only have delegates and

alternates these delegates, representing the absent delegates.



(2) Each delegate has so many votes, how many votes when discussing the

the Affairs of the members of the inclusion in the electoral district in which he was

elected, unless the statutes provide otherwise. This procedure is a decisive number of

the members included in the constituency for the seventh day preceding day

that is convened a gathering of delegates; to later changes in the number of

members and their votes are not taken into account.



The convening of the Assembly of delegates



section 685



(1) the Board of Directors shall convene the Assembly of delegates, if it's about

asked the Audit Commission or 10% of the elected delegates, whose performance

functions on the date of delivery of the request to the Board not to do

the statutes of the lower number of authorized delegates.



(2) On the request of the Commission or of the delegates referred to in paragraph 1

or in important interest of the cooperative can Assembly delegates convene

at least one third of the members of the Board of Directors, liquidator or control

the Commission, if it should be convened by the Board of Directors and has done so without

undue delay after such an obligation was established.



Section 686



(1) unless the Assembly delegates convened at the request of the Supervisory Commission

or the delegates according to the § 685 paragraph. 1 the Board of Directors, to be held in the

30 days after receipt of the application, must convene the person or authority is listed in section

685 paragraph. 2.



(2) If so, the person or authority referred to in section 685 paragraph. 2 fails to 10

days after the expiry of the period for convening the Assembly of delegates

the Board of Directors, the Assembly may convene the delegates and all operations with the

associated person to do in writing authorised by all the delegates who

the convening of the Assembly delegates have asked.



section 687



If the Assembly delegates convened at the request of the Supervisory Commission or

the delegates according to the § 685 paragraph. 1 in the absence of, is the one who is called,

shall be obliged to convene a replacement Assembly delegates; This does not apply if,

the Audit Commission or delegates referred to in section 665, paragraph. 1 the application back.



Invitation to the Assembly of delegates



section 688



(1) a relevant person or authority shall notify the convening of the Assembly of delegates

a written invitation sent to all delegates on the address of the place of residence of the delegate

referred to in the list of delegates.



(2) if the delegate has announced another delivery address in writing, sent to him

invitation to the delivery address.



(3) the invitation to the Assembly of delegates shall also be published on the information

the Board of the cooperative; the statutes may specify other suitable way of publication.



section 689



(1) the Invitation contains at least



and the company and registered office of the cooperative),



(b) the place and time of the start) of the Assembly of delegates; the place and time of the Assembly

delegates must be designed so as to reduce to a minimum the ability to delegate

to participate,



(c)) indicate whether convened by the Assembly of delegates or substitute

the Assembly of delegates and



d) program Assembly delegates.



(2) to the invitation shall be accompanied by all the supporting documents to the individual

matters programme of the Assembly delegates.



(3) a cooperative is required to inform its members about the possibility to get acquainted with the

all the supporting documentation for each of the issues of the programme of the Assembly

delegates.



section 690



The Assembly of delegates



(1) at the request of the authority or the authorized delegates require that

the Assembly of delegates designated by the Board of Directors shall be included in the matter

the agenda of the Assembly of delegates. If this request is delivered

to send invitations, inform the Board of Directors delegates

present at the Assembly of delegates convened. The obligation to convene a new

the Assembly of delegates is not affected.



(2) the Assembly of delegates the delegates cannot be after sending invitations

change.



section 691
(1) For the assessment of the ability of the Assembly of delegates shall pass resolutions and

the determination of the number of votes required for adoption of the resolution are counted only

the voices of the delegates whose performance features on the date of the convening of the Assembly of delegates

It takes.



(2) The ability to Assembly delegates a quorum does not affect the fact

that, in one or more electoral districts is not the date of the convening of the Assembly

the delegates elected a delegate; This does not apply if the Board of directors knew that

in one or more constituencies no delegate is elected and members

included in these circuits of this fact had not.



section 692



The Assembly of delegates is able to pass resolutions, is the presence of an absolute

most of the delegates having together at least an absolute majority of votes, the

If this Act or the statutes of the presence of the delegates having

the higher number of votes.



section 693



The Assembly of delegates shall act by majority vote of delegates present,

If this Act or the statutes of the higher number of votes.



§ 694



If you want to be taken by the resolution of the Assembly of the delegates of some of

the matters referred to in section paragraph 650. 2, is the Assembly of delegates is capable

a quorum, if the presence of the delegates, who represent at least two

third of the members of the cooperative, and the resolution must be adopted by the delegates who

representing at least two thirds of the members represented at the Assembly.



The replacement Assembly delegates



§ 695



If the Assembly delegates able to convene a quorum, the one who summoned

the original Assembly of delegates, if still needed, without undue

delay, a replacement Assembly delegates with the same program and it

in the same way as the original Assembly of delegates, and a separate

invitation.



section 696



Spare the Assembly of delegates is capable of being a quorum, if present

at least 10% of all elected delegates, at least 5 delegates.



The Assembly of delegates meeting



section 697



Each Member has the right to release a copy of the minutes on the course of the Assembly

the delegates, all its annexes and supporting documents provided by the delegates; Determines if the

so the statutes, shall be reimbursed by the team efficiently incurred costs associated with its

acquisition.



section 698



The results of the negotiations and all adopted the resolution in full, without

the Board of Directors shall publish notification delay vyvěšeným for

at least 60 days from the date of the convening of the Assembly delegates at the information Board

of the cooperative.



Alternate delegate



section 699



The statutes may specify that in addition to the delegate elects also the substitute delegate.

For each delegate can be elected only one substitute delegate.



section 700



(1) in the performance of the function has a substitute delegate to the same rights and obligations

as a delegate. If you are unable to attend the Assembly of delegates, delegate

It may participate in and vote at his substitute. The provisions of the

This Act of delegates shall apply mutatis mutandis for the alternate delegates.



(2) the delegate who is unable to attend the Assembly of delegates, shall inform the

his replacement on the convening of the Assembly delegates.



(3) Determine if the statutes, must be an alternate delegate shall be informed

regardless of the delegate on the convening of the Assembly delegates.



§ 701



On the day of the demise of the function delegate, alternate delegate on the rest becomes

term of Office to which he was the delegate of the lapse, elected.



The nullity of the resolution of the Assembly of delegates



section 702



(1) each Member of the Board of Directors, liquidator or or control

the Commission may invoke the invalidity of the resolution of the Assembly of delegates

in accordance with the provisions of the Civil Code governing the nullity of the resolution

Member meeting of the Association for conflict with the law or the statutes.



(2) if the right referred to in paragraph 1 applies in the statutory time limit,

Alternatively, if the proposal was not on the annulment granted, cannot be

the validity of the resolution of the Assembly of delegates has already reviewed, unless a different

the legislation provides otherwise.



(3) the reason for the invalidity of the resolutions of the delegates is its contradiction with good

manners.



§ 703



Resolution of the Assembly of delegates is not invalid only because of this that the



and the inclusion of members) electoral districts was carried out in contravention of this

the law or the statutes of the cooperative,



(b)) in one or more electoral districts is not the date of the convening of the Assembly

the delegates elected a delegate or his alternate,



(c)), the substitute delegate could not attend the Assembly of delegates, therefore,

that delegate, which is the Assembly of delegates, about his

the convening of the informed, or



(d)), the delegate is acting in contravention of the resolutions of the members listed in the electoral

a circuit for which he was elected.



Section 704



For the Assembly of delegates with section, paragraph 44. 1, § 637 to 639, § 656, 657, and

659 shall apply mutatis mutandis.



Subsection 3



The Board of Directors



section 705



The statutory body is the Board of Directors of the cooperative.



Section 706



(1) the Board of Directors is the responsibility of the business leadership team.



(2) the Board shall carry out the resolution of the Member meeting, if it is not in contradiction with the

the legislation.



section 707



The Board of Directors ensures the proper keeping of accounts, the Member

the meeting to approve the financial statements and in accordance with the articles of the proposal also

on the distribution of profit or cover the loss.



section 708



(1) the Board of Directors has three members, unless the statutes shall lay down a higher number of members.



(2) the Board shall elect its Chairperson and, where appropriate, one or more of the

the Vice-Presidents, unless the statutes that are elected by the membership meeting.



(3) the Board of Directors shall be decided by a majority vote of all its members, unless the

the statutes shall determine the higher number of votes.



section 709



Write about deliberations of the Board of



(1) the Board of Directors on the progress of the negotiations and its decisions are taken by the

writing signed by the Chair and the rapporteur; the annex is

the list of people present.



(2) in writing, specifically members of the Board of Directors, who

voted against each resolution or abstaining; u

non-members, it is considered that the vote for the adoption of the resolution.



(3) each Member of the Board of Directors has the right to release a copy of the minutes.



§ 710



Ban the competition Board of Directors



(1) member of the Board of Directors may conduct business in the subject of the activities of the cooperatives, and

It's not for the benefit of other persons, nor facilitate the cooperative shops

for another.



(2) The Board shall not be a member of the statutory body other

legal persons with the same activity or persons in a similar

the position, unless it is a concern, the community of owners of units

or cooperative, whose members are the only other team.



(3) a Board Member may not be simultaneously a member of the Control Commission

cooperatives or by another person authorized by the registration in the commercial

the register of the Act for the team.



(4) the articles of association or the resolutions of the meetings may specify additional restrictions.



section 711



(1) member of the Board of Directors shall inform in advance the cooperative of the circumstances referred to in section

710.



(2) if they were founders in establishing cooperatives or meeting in

the time of the election of the Board of directors a member of the Board of Directors on the one

from the circumstances referred to in section 710 expressly advised or was established and later

Member of the Board of Directors in writing on her pointed out, it is considered that this member

the activities of the Board of Directors, that the prohibition applies, prohibited. It

does not apply, if any of the founders or meeting

opposition to such activities within one month from the date on which the

the circumstances referred to in section 710 warned.



section 712



(1) a member of the Board ceases to exist also the choice of a new Member

the Board of Directors, unless the decision of the Member meeting implies something else.



(2) If a legal person Expires, which is a member of the Board of Directors, with the

successor, becomes a member of the Board of Directors of its legal successor.



(3) If a legal person Expires, which is a member of the Board of Directors, without

the successor to, the provisions of section 713 and 714, mutatis mutandis.



section 713



In the case of death of a member of the Board, resignation, revocation

or other termination of its function, selects the nearest meeting

a new Member of the Board of Directors. If it is not because of that stated in the first sentence

the Board of directors capable of performing his function, called the missing members of the Court

on the proposal of the person demonstrating a legitimate interest on it, and do it on time before

missing will be duly elected member or members, otherwise the Court may, without

the design team to cancel and order its liquidation.



section 714



The statutes may specify that the Board of Directors, whose number of members below

half, may appoint substitute members to the next member meeting.

The statutes may also determine the choice of alternate members, who are embarking on the loose

Member of the Board of Directors according to the established order.



Subsection 4



The Audit Commission



Section 715



(1) the Audit Commission checks all the activities of the cooperatives,

complaints about members and may require any information and documents on the

the management of the cooperative.



(2) in the exercise of its responsibilities, the Audit Commission is independent of the

the other organs of the cooperative.



section 716



(1) the Audit Commission gives a written opinion to each of the accounts, to the

proposal for distribution of profit or loss and payment of the draft on

the decision on the uhrazovací obligations of members.



(2) on the weaknesses of the Supervisory Commission notifies the Board of Directors and

oversees the redress.



section 717
The Board of Directors, other authorities and the Chief Clerk shall notify, without undue

delay control to the Commission any facts which may have serious

implications in the management or the status of the cooperative or its members.



section 718



(1) member of the Audit Commission to authorized has the right to participate in the negotiations

the Board of Directors and any other organ of a cooperative set up by

the statutes. If there is no member of the Audit Commission in charge, has the right to

participate in the meetings of the Board of directors or other authority of the cooperative

established by the statutes, its President.



(2) on any Board of Directors the Board of Directors shall conduct the inspection

inform the Commission in advance.



section 719



The Supervisory Commission shall designate, if necessary, its Member, who represents the

cooperative in proceedings before courts and other authorities against a member of the

the Board of Directors.



Section 720



(1) the Audit Commission has 3 members, unless the statutes shall lay down a higher number of members.



(2) the Audit Commission shall elect its Chairman and, where appropriate, one or

more Vice-Presidents, unless the statutes that are elected by the membership

meetings.



(3) the Audit Commission shall be decided by a majority vote of all its members, unless the

the statutes shall determine the higher number of votes.



section 721



Write about deliberations of the Supervisory Commission



(1) on the progress of negotiations, the Audit Commission and its decisions

minuted signed the Chair and Rapporteur; the annex to the minutes

is a list of people present.



(2) in writing, specifically the members of the Audit Commission, who

voted against each resolution or abstaining; u

non-members, it is considered that the vote for the adoption of the resolution.



(3) each Member of the Audit Commission has the right to release a copy of the minutes.



section 722



The prohibition of competition member of the Control Commission



(1) the provisions of § 710 paragraph. 1, 2 and 4 and § 711 for the Member of the supervisory

the Commission shall apply mutatis mutandis. The statutes may specify, for the members of the supervisory

the Commission, or some of them, the prohibition of competition does not apply, or may ban

competition otherwise defined.



(2) member of the Audit Commission may not simultaneously be a member of the Board of Directors

cooperatives or by another person authorized by the registration in the commercial

the register of the Act for the team.



Section 723



(1) a member of the Control Commission shall lapse also select new Member

the Audit Commission.



(2) If a legal person Expires, which is a member of the Control Commission, with

successor, becomes a member of the Audit Commission of its legal

the successor.



(3) If a legal person Expires, which is a member of the Audit Commission, without

legal successor shall apply, mutatis mutandis, to section 724 and 725.



section 724



In the case of dissolution of a member of the Audit Commission elected member meetings

the next meeting of members shall elect a new Member of the Supervisory Commission.



section 725



The statutes may specify that the control of the Commission, the number of whose members did not fall

under half, may appoint substitute members to the next member meeting.

The statutes may also determine the choice of alternate members, who are embarking on the loose

Member of the Audit Commission according to the established order.



Subsection 5



The authorities of the small cooperatives



§ 726



(1) a cooperative that has fewer than 50 members, the statutes specify that

the Board of Directors, and establish a statutory body is the President of the cooperative;

the provisions of § 705 to 714 shall apply mutatis mutandis.



(2) the Audit Commission in a team with less than 50 members, establish

do not specify the statutes. If it is not established or the Audit Commission

unless the statutes provide otherwise, carries out meetiing its scope; each

the cooperatives, the cooperative has authority to the same jurisdiction

as the Audit Commission.



(3) if the number of members increases above the limit referred to in paragraph 1, the

team required to change the statutes of the Board of Directors and to appoint and control

the Commission within a period of 3 months from the date on which the said event occurred, otherwise

the Court may order the team to cancel and its liquidation; This does not apply if, in the

This time limit again drops the number of members of the cooperative under the limit laid down in the

paragraph 1.



Part 2



Housing Association



Basic provisions



§ 727



(1) housing association may be established only for the purpose of ensuring the

the housing needs of its members.



(2) the Cooperative Housing can manage the houses with apartments and rooms in the nebytovými

the ownership of other persons.



(3) housing association may, under the conditions laid down in this Act

the other activity, if it will not threaten the satisfaction of residential

the needs of their members and this activity has in relation to the activities referred to in

paragraphs 1 and 2, only an additional or secondary character.



section 728



The company includes the designation "housing cooperative".



section 729



Cooperative apartment and cooperative commercial space



(1) a cooperative apartment or private non-residential area (hereinafter referred to as

"cooperative apartment") means an apartment or commercial space, which is in the

building owned or in joint ownership of housing cooperatives, or

which is in the ownership or the co-ownership housing cooperatives, in and

Housing Association has provided it to hire a member of the housing cooperative, which

himself or his legal predecessor on his acquisition of share in the Member

deposit.



(2) a cooperative apartment means even an apartment, whose acquisition in real estate

in the ownership of another person is a member of the housing cooperative, which is a tenant

This apartment, or its legal predecessor, participated in its Member deposit

in the cooperative housing construction under earlier legislation, and to

which has a housing association the right to appropriate factual proof to ensure

its a member apartment enjoy the right under the conditions laid down for the use of

a cooperative apartment. The first sentence shall also apply in the case that the right

the relevant factual proof to the tenant as a result of the demise of the

the membership of the Housing Association.



§ 730



The housing cooperative cannot change the course of their activities and become other than

housing cooperative, unless only the tenant is not

a cooperative apartment in the ownership of the housing cooperatives, or by

the statutes of any member does not after all conditions the right to

the conclusion of the contract on the lease of co-operative apartment.



section 731



(1) the statutes of the cooperative housing in addition to the requirements referred to in § 553 contain

also



a) conditions under which produces a member apartment cooperatives the right to

the conclusion of the contract on the lease of a cooperative apartment, and



(b)) for a more detailed adjustment of the rights and obligations of a member of a housing cooperative

associated with the law on conclusion of the contract on the lease of a cooperative apartment, and rights

and obligations of a member of a housing cooperative in the United with the use of cooperative

apartment. These rights and duties become the date of their creation of rights and

Member obligations arising from membership in the housing.



(2) the requirements for the amendment of the statutes of adjustment referred to in paragraph 1

requires the consent of all the members of the cooperative who have concluded a cooperative

a lease on a cooperative apartment and who have an existing text from

the statutes of the law on the conclusion of the contract on the lease of co-operative apartment.



section 732



The increase in Member contribution paid in housing association member



The increase in Member contribution paid member is in the residential

the team allowed only if decided by the meeting of members and

agree with all members of housing cooperatives, who are tenants

cooperative flats; the consent of a member must be in written form with an officially

certified signature.



Membership in a housing association



section 733



(1) the statutes may specify that a prerequisite of membership in the residential

the team is taking over or the fulfilment of the obligations of deposit to the next

a member of the deposit, the amount or the method of determining is modified in

the statutes; in this case the contract pursuant to section 572 of paragraph 1. 2 with the

a candidate for membership.



(2) the rights and obligations of a member of a housing cooperative resulting from membership in the

This team are also right on the conclusion of the contract on the lease of a cooperative

the apartment under the conditions specified by the statutes, and the rights and obligations from this contract

resulting.



§ 734



(1) a member of a housing cooperative or joint members of housing cooperatives, with

whose membership is linked to the joint or cooperative apartment rent rent

a cooperative apartment, can be excluded from the cooperative,



and if the lessee breaches) roughly its obligation arising from the tenancy, or



(b) if the tenant) been convicted for an intentional criminal offence had been committed

on the team or on the person who lives in the House, where it is nájemcův flat,

or against the foreign assets that are located in this building.



(2) the provisions of the civil code on the termination of the lease, for rent

a cooperative apartment.



(3) Termination of membership shall lapse in the housing, also the right to the conclusion

the contract of lease or hire of a cooperative apartment, a cooperative apartment.

Termination of membership shall cease the right housing cooperatives to meet deposit

obligations; the right to interest on late payment shall remain unaffected. This does not apply when

transfer or gradient of a cooperative share.



section 735



(1) the statutes may limit or exclude the membership of legal persons in

Housing Association.



(2) if the articles of Association restrict or exclude membership of a legal person in the

housing, this change does not result in the termination of membership of a legal

the person who became a member of the housing cooperative before this change

the articles of Association.



section 736



The transfer of a share in a co-operative housing association



(1) the transferability of the shares of members of the cooperative housing cooperatives cannot be

restrict or exclude, if the assignee has to be a person who meets the
the conditions for the adoption of the articles of association as a member of a housing cooperative.



(2) the transfer of the cooperative share, with whom he was linked to the hiring of a cooperative

the apartment or the right to conclude contracts for the hire of a cooperative apartment,

to convert the lease of a cooperative apartment, or transfer the rights on the conclusion of the

the contract on the lease of co-operative apartment including all rights and obligations with

the United, and that's including all the transferor's debts to the cooperative apartment, and

the debts of the housing cooperatives to the transferor, that are associated with the use of

a cooperative apartment, or with the law of the transferor at the conclusion of the contract on the lease of

a cooperative apartment under the conditions specified by the statutes.



section 737



The transition of the cooperative share in housing



(1) the heir of a cooperative share passes hiring cooperative apartment or

the law on conclusion of the contract on the lease, including the rights and obligations with

United.



(2) a cooperative share, which was the common property of the spouses, on the

surviving spouse; This is taken into account in the settlement of the heritage.



section 738



The distribution of shares in a cooperative housing



(1) the distribution of shares in a cooperative housing statutes cannot

the housing cooperative limited or excluded.



(2) the distribution of shares in a cooperative housing is possible only

then, if the tenant at least two cooperative flats; the provisions of §

601 shall apply mutatis mutandis. To the effectiveness of the Division of cooperative share will

the fulfilment of the obligations of deposit as soon as possible to the base member deposit

transferee split a cooperative share.



(3) when a cooperative share distribution and transfer or gradient

cooperative shares resulting from the allocation referred to in paragraph 2 shall be determined,

which of the new cooperative shares which will be linked to the rental

a cooperative apartment.



The common membership of the spouses in the housing



section 739



(1) the common membership of the spouses in the housing, if the

cooperative share part of the common property of the spouses.



(2) the common membership of the spouses extinguishes the settlement of common property

spouses or a waste of the expiry of the deadline for its settlement by

of the civil code.



section 740



The decision to exclude the common members of the separately delivered to each

of the spouses. Each of the joint members shall have the right to object against the decision

objections and without regard to the wishes of the other spouse.



Rental and cooperative apartment cooperative commercial space



section 741



(1) unless otherwise provided, the provisions for the rental of a cooperative

the provisions of the Civil Code governing apartment rental apartment and commercial

space.



(2) the conditions for the conclusion of a lease contract on the lease of co-operative apartment

under the civil code or the articles of Association shall also apply to members,

the membership of the housing association was formed by the transfer of the cooperative

the share.



§ 742



The housing cooperatives, in particular the right to



and on the conclusion of the Treaty) the lease of a cooperative apartment for an indefinite period, on

the acquisition, he or his legal predecessor was involved in another

Member deposits, if it meets the other conditions under this Act, and

the articles of Association, and



(b) the determination of the rent the United) with the use of a cooperative apartment in accordance with

section 744.



section 743



Housing association with a member which meets all the conditions

provided for in this Act and the statutes for membership in housing and

It is not against the cooperative apartment in arrears with his/her obligations,

the contract on the lease of co-operative apartment and allows him the use of a cooperative apartment

within 30 days from the date of delivery of the certificate of occupancy with the use of the building, in the

which the cooperative apartment, the apartment is cooperative.



section 744



Members who are tenants of cooperative dwellings, shall be borne by the rentals

apartment team efficiently the costs incurred only housing cooperatives

incurred in the management of these cooperative apartments, including the cost of the repair,

modernization and reconstruction of houses, in which they are located, and contributions

on the creation of long-term financial resources to repair and investment of those

cooperative flats.



section 745



If it is with a cooperative share, which is part of the common property

spouses, the right to conclude a lease contract to the cooperative apartment,

the law on conclusion of the contract about joint tenancy of the spouses. If it is with

cooperative share, which is part of the common property of the spouses, the associated

rent a cooperative apartment, it is a common hiring spouses.



section 746



Converted to common membership of the spouses on the exclusive membership only

one of the spouses, this fact does not affect the joint tenancy right.



section 747



If one of the spouses, the sole member of the housing cooperative, have both

the spouses of the joint tenancy right under the civil code, derived from the

law the hire of her husband, who is the sole member of the cooperative. Extinguished if

membership of a husband, from whose tenancy rights was common to lease the right to

derived, also of the rental right to the other spouse.



The share of a member of the housing cooperative settlement



Section 748



(1) the statutes shall determine the settlement share is less than the amount

expressing the extent of deposit obligations fulfilled a member in the residential

team.



(2) where the statutes do not specify how to calculate the settlement share is

the share of workers compensation equal to the Member's deposit.



(3) the Settlement share is paid in cash, unless the statutes determine something

another.



section 749



(1) Settlement share Member who was a tenant of the cooperative apartment, and

This nevyklidil, is due to the expiry of 3 months from the date of eviction

a cooperative apartment, of which he was a former member of the lessee, or the expiry of the 3

months later, when it was or could be detected above the settlement of share

under section 623, and the day that occurs later. The nebydlícího member of the

the settlement share due to the expiry of 3 months after the date it was or

the amount could be detected under section 623.



(2) If a member of a housing cooperative is excluded, the time limit referred to in

paragraph 1 only from the date of fruitless expiry of the deadline for the submission of the proposal on

Declaration of invalidity or exclusion from the date in which the acquired

the decision of the Court, which was proceeding in respect of the determination of invalidity

the decision to exclude completed.



Restrictions on the management of housing cooperatives



section 750



Profit housing cooperatives can be used only to satisfy the residential

the needs of the members and to the further development of housing cooperatives.



Section 751



(1) the housing cooperative may transfer the ownership right to the co-operative housing

or buildings with cooperative apartments or plots of land and built-up with them them

factually related, unless the terms of the transfer in advance all

members of housing cooperatives, who are the tenants of these cooperative flats,

and all the members of cooperatives, who are according to the current text of the articles of Association

the law on conclusion of the contract on the lease of co-operative apartment.



(2) the consent referred to in paragraph 1 must be in written form with officially certified

signature. Given is binding even for the legal successor of a person,

which it has granted.



(3) paragraphs 1 and 2 shall not apply if the transfer

cooperative flats and non-residential premises to the ownership of the cooperative

members of housing cooperatives, who are their tenants.



section 752



(1) the housing association must not stop or otherwise encumber the cooperative apartments,

or buildings with apartments or plots of land given them built up and with them

factually related, unless with their consent in advance shall be granted at least two

third of the members of housing cooperatives, who are the tenants of these cooperative

apartments.



(2) the consent referred to in paragraph 1 must be in written form with officially certified

signature. Given is binding even for the legal successor of a person,

which it has granted.



Government housing cooperatives



§ 753



Self-Government is a business unit of housing cooperatives, in which the

organised by members of the housing cooperatives, in particular for the purpose of effective

exercise their membership rights and obligations.



section 754



If the Housing Association decides to set up a Government's or more

authorities, statutes also



and scope of self-government) circuit



(b)) more detailed rules of the organisation and the activities of the authorities, in particular

classification of members to each local government, and



(c) whether the inclusion of members) in each Government may appoint

the authorities of housing cooperatives, which ensure the activities of the Government, and the power

and the scope of these bodies.



section 755



Meeting of members of housing cooperatives



(1) each Member of a housing cooperative has a voting member meeting 1

the voice; the provisions of § 650 paragraph. 1 shall not apply. If this is a common

Members shall together hold 1 vote.



(2) Determine if the statutes, members of housing cooperatives, who are tenants

cooperative flats, can have on the Member meeting of the higher number of votes.



Cancellation and termination of housing cooperatives



section 756



(1) the share of a member on the winding-up of the balance of the deposit is equal to the completed

the obligations of a member of the deposit. Share in the surplus upon liquidation shall be paid

in the money. If you cannot satisfy all members of the law completely, to satisfy the

fairly.



(2) If, after satisfaction of the rights of all the members to share in the liquidation

the balance will remain not some means, distributed among members of the

Equally, unless the statutes provide otherwise.



section 757



The Court may, without an application to cancel housing association and its disposal

also, if the housing cooperative
and serious way) violates provisions of this law on the management of

his assets, or



(b)) has an activity that is in contravention of section 727.



Part 3



The social cooperative



Basic provisions



section 758



The social cooperative is a cooperative that systematically develops in General

beneficial activities in support of social cohesion, in order to

labour and social integration of disadvantaged persons into society with

priority to meeting local needs and the use of local resources

According to the place and scope of social cooperatives, in particular in the area of

the creation of jobs, social services and health care,

education, housing and sustainable development.



section 759



The company contains the designation of a "social cooperative".



section 760



(1) a cooperative may not change the subject of the Welfare of their activities in conflict with section

758.



(2) the Social team prohibits the conversion on other than social

the cooperative.



section 761



If the social cooperative develops beneficial activities for

disadvantaged persons only meeting their housing needs must be

These persons at the same time its members.



section 762



The statutes of the social cooperatives, in addition to the requirements referred to in section 553, contain

also



and the objectives and conditions for the activity) social cooperatives, in accordance with its

social inclusion and local development support functions and



(b) more detailed conditions dealing with) profit in accordance with the purpose of activities

social cooperatives.



section 763



(1) a natural person may be a member of the social cooperatives, only



and if) performs the social cooperative work based on the work

the ratio,



(b)) if he pursues the social cooperative work without pay out

framework of employment on a voluntary basis, or



(c)) where they are granted in the framework of services of general interest activities

social cooperatives.



(2) the transfer and transition of the cooperative share in social team

prohibited.



section 764



(1) if the Member referred to in section 763, paragraph. 1 (a). and (b))) and comply with the

condition referred to therein for a period longer than 90 days, the Board of Directors

decide, that he shall cease on the last day of this period membership in the social

team. The demise of the membership, it was decided against

This decision made within 1 month from the date of its delivery to the appeal

Member meeting. The decision of the Member meeting is final.



(2) the social cooperative for members, who closed for the social cooperative

they perform the work in accordance with section 763, paragraph. 1 (a). (b)), accident insurance and

insurance legal liability for injury caused in the performance of this work

to third parties.



Restrictions on the management of social cooperatives



§ 765



The social cooperative shall not



and) issue bonds,



(b) to ensure the fulfilment of the obligations of the other) persons



(c)) be indefinitely liable partner companies or directly

or indirectly participate in the business of other persons, unless the Member

meetings of the social cooperatives by previous agreement,



(d)) to be a party to the Treaty on the quiet community and



e) convert, stop or propachtovat race or branch or their

part; This does not apply if the other party other social cooperative.



section 766



(1) the social cooperative may, if the statutes allow, split up

33% of your disposable earnings among its members.



(2) the distribution of the available profits referred to in paragraph 1 may be

proceed only after this part of the social cooperative make up the reserve

Fund and other funds retained profit, if established.



The settlement share in a social cooperative



§ 767



The settlement share is equal to the deposit obligation fulfilled to the Member

deposit. When the amount of the equity capital of the cooperative his basic

share capital, settlement shall be reduced proportionately.



Section 768



(1) the time limit for payment of the settlement share is 1 year from the date of demise

membership in a social team, do not specify a shorter period if the statutes.



(2) Termination of membership shall lapse and the right social cooperatives to meet the

the deposit obligations.



Meeting of social cooperatives



section 769



(1) each Member of the social cooperatives, in the vote on membership meeting 1

voice.



(2) the statutes may specify that a member who is a natural person, can have up to

10% of all the votes cast in a social team, and a member that is a legal

a person can have up to 25% of all the votes cast in the social cooperative; the provisions of §

650, paragraph. 2 this does not prejudice.



(3) in the social team of satisfying the housing needs of its members only

each Member has 1 vote.



section 770



(1) in a social cooperative is prohibited to decide on incremental Member

meetings.



(2) it is prohibited to establish social cooperative Assembly of delegates.



Cancellation and termination of the social cooperatives



§ 771



(1) the market share of the liquidation balance is equal to the deposit obligations fulfilled

a member of the deposit.



(2) the share of the liquidation balance shall be paid in cash.



(3) if the right of all members to satisfy, completely satisfy the fairly.



section 772



(1) the winding-up balance after the satisfaction of the rights of members to the payment of the share of the

winding-up balance falls under the decision of the Member meeting another

social cooperative, if the meeting agrees.



(2) if there is no social cooperative, that winding-up balance

adopted, falls village, in which the social cooperative being acquired their

registered office.



(3) another way of loading with winding-up balance is not allowed.



§ 773



The Court may, without an application by the social cooperative to cancel and order its

also, if the liquidation of the social cooperative



and) operates an activity that is in contravention of section 758,



(b)) shall be treated profitably in violation of § 766, and the statutes, or



(c)) does not meet under section 761 for longer than 12 months.



PART THE SECOND



FINAL AND TRANSITIONAL PROVISIONS



TITLE I OF THE



section 774



This law incorporates the relevant provisions of the European Union ^ 1).



TITLE II



THE PROVISIONS OF THE TRANSITIONAL



§ 775



This Act governs the rights and obligations arising from the day of its

efficiency.



section 776



(1) the obligation of publication of the information and facts provided for in this law is

true to their publication in a trade journal. Rules for the certification

and the management of the business of the journal shall be governed by the existing law.



(2) for the purposes of this Act, the public deed means a notarial

write.



(3) for the purposes of this title, statutes and articles of the Treaty shall be considered as

under the statutes.



section 777



(1) the arrangement of social contracts which are inconsistent with the donucujícími

the provisions of this law shall be repealed on the date of entry into force of this

the law.



(2) the business of the Corporation fits within 6 months from the date of entry into force of

This Act the instrument referred to in paragraph 1 of this law, and delivers treatment is

in a collection of documents. If they do so, the commercial court is to invite and

lays down in the call for an additional reasonable time limit to meet this

obligations; If additional time in vain, on a proposal from the Court of

the registration court or person on demonstrating a legitimate interest,

cancels the business Corporation and ordered its destruction.



(3) the arrangement of contracts for the performance of functions and the reward, will convert from this Act

within 6 months from the date of the acquisition of its efficiency, otherwise, it is the performance of the

features free of charge.



(4) it shall be deemed that the content of the social contracts, business corporations,

which arose prior to the effectiveness of this law, the existing provisions are also

the commercial code, which governed the rights and obligations of members,

If they are not in conflict with the provisions of this law or donucujícími

from them the companions follows in the social contract.



(5) the Business of the corporation referred to in paragraph 4 may, not later than 2

years from the effective date of this law by changing their social contracts

subject to the law as a whole. The number of writes to the business corporation

in the commercial register. The change of the social contract takes in this

the case of the effectiveness to the publication of the registration of subordination to the law

as a whole in the commercial register.



section 778



According to the existing legislation until the end of the assessed

all deadlines and periods, which have begun to run before the date of entry into force of

This law, as well as the deadlines and periods for the exercise of the rights, which are governed by the

the existing law, even when they begin to run after the date of entry into

the effectiveness of this Act.



section 779



(1) If, before the date of effectiveness this Act initiated the procedure for registration

Business Corporation in the commercial register, in accordance with

the existing legislation; However, if the articles of Association is contrary to legal

the negotiations made before the date of entry into force of this Act, the previous

the legislation shall be considered valid if the provisions of the

of this law.



(2) If, before the date of entry into force of this law made the legal

the negotiations leading to the decision of the authority of the business corporation,

This launched the process in accordance with the existing legislation.



(3) there was an obstacle for someone for the performance of functions under section 38 l

commercial code, takes after the effectiveness of this Act.



§ 780



(1) the effectiveness of the control of the contracts and agreements concluded before profit transfer

date of entry into force of this Act shall expire on the last day of the accounting

the period of mandatory for the management person that follows immediately after the
a period of six months from the date of entry into force of this Act, if

the effectiveness of these treaties previously otherwise perish.



(2) the provisions of paragraph 1 are without prejudice to the rights and obligations of there

those treaties and of the regulations governing those contracts before

date of entry into force of this law, incurred prior to the termination of their

efficiency referred to in paragraph 1.



§ 781



(1) the Cooperatives created prior to the date of entry into force of this law, the

Members are the only legal persons may not comply with a condition of the lowest

the number of members in accordance with section 552 paragraph. 2; If they are members of such cooperatives only

a legal person and a team has fewer than five members may continue to

determine the method of decision-making and the statutory authority of the statutes of the cooperative.



(2) for more participation of members of the cooperatives in business is governed by the

the existing legislation and the statutes of the cooperative.



section 782



(1) if another legal provision lays down the minimum required

the enrolling of the capital of a cooperative, means from the date of acquisition

the effectiveness of this law the minimum required amount of capital

cooperative with the fact that the provisions of other legislation on changing the amount of the

the enrolling of the capital shall be disregarded.



(2) the arrangement of the statutes of the cooperative and the contracts concluded between the cooperative and a member of the

or between the cooperative and a candidate for membership, that is after the date of entry into

the effectiveness of this law in breach of section 650, paragraph. 2, the day of the

the entry into force of this law the legal effects.



section 783



(1) the Use of other legal provisions, the term "shares" means

by the nature of things "cooperative" or "member share of the deposit".



(2) the Use of other legal provisions, the term "transfer of membership rights and

obligations "or" transfer ", means" the conversion of a cooperative

share ".



(3) the Use of other legislation the term "transition Member rights and

obligations "or" move "or" membership transition member share "

means "the transition of the cooperative share".



Section 784



Within 3 months from the date of entry into force of this Act shall submit a proposal for a cooperative

the deletion of data about the resources transferred to the indivisible Fund pursuant to

§ 18 paragraph. 2 and 3 of law No. 42/1992 Coll., on the adjustment of property relations and

the settlement of property claims in cooperatives, as amended

the provisions of the commercial register.



§ 785



(1) a cooperative that is not in accordance with the existing legislation or by

This law gives housing cooperatives and has settled all its obligations

based law No 42/1992 Coll., on the adjustment of property relations and

the settlement of property claims in cooperatives, as amended

regulations, the company may adjust their civil code and the statutes and

internal ratios of this law and become a social cooperative, if the

agrees to all its members.



(2) the consent of a Member referred to in paragraph 1 must be in written form with an officially

certified signature.



PART THE THIRD



The EFFECTIVENESS of the



section 786



This law shall enter into force on 1 January 2005. January 2014.



Němcová in r.



Klaus r.



Nečas in r.



1) second Council Directive 77/91/EEC of 13 September 1993. December 1976 on co-ordination of

protective measures, which are to protect the interests of members and third

persons required by Member States of companies within the meaning of article. 58

second subparagraph, of the Treaty, the establishment of joint-stock companies and

maintaining and changing of their capital in order to achieve

the equivalence of those measures.



Eleventh Council Directive 89/666/EEC of 21 December 1989. December 1989 on

the disclosure of branches opened in a Member State of certain forms of

companies governed by the law of another Member State.



Council Directive 92/101/EEC of 23 July. November 1992 amending

Directive 77/91/EEC on the establishment of limited liability companies and the maintenance and

changes to their capital.



Directive of the European Parliament and of the Council 2003/58/EC of 15 December 1997. July

2003 amending Council Directive 68/151/EEC, as regards the requirements on the

publication in respect of certain types of companies.



European Parliament and Council Directive 2006/68/EC of 6 May 2003. September 2006,

amending Council Directive 77/91/EEC as regards the formation of public limited liability

companies and the maintenance and alteration of their capital.



European Parliament and Council Directive 2007/36/EC of 11 July 2001. July

2007 on the exercise of certain rights of shareholders in companies quoted

stocks.



European Parliament and Council directive 2009/101/EC of 16 December 2002. September 2009

on the coordination of protective measures, which are to protect the interests of

shareholders and third parties required from companies in the Member States

within the meaning of article. 48 the second subparagraph of the Treaty, in order to achieve

the equivalence of those measures.



European Parliament and Council directive 2009/102/EC of 16 December 2002. September 2009

in the area of company law on societies with limited liability with

the sole member.