The Public Registers Of Legal Entities And Natural Persons

Original Language Title: o veřejných rejstřících právnických a fyzických osob

Read the untranslated law here: https://portal.gov.cz/app/zakony/download?idBiblio=80595&nr=304~2F2013~20Sb.&ft=txt

304/Sb.



LAW



of 12 October. September 2013



the public registers of legal entities and natural persons



Change: 87/2015 Sb.



Parliament has passed the following Act of the United States:



PART THE FIRST



PUBLIC REGISTERS OF LEGAL ENTITIES AND NATURAL PERSONS



TITLE I OF THE



THE SUBJECT OF THE EDIT AND ITS BASIC PRINCIPLES



§ 1



Public registers



(1) Public registers of legal entities and natural persons referred to in this

Act (hereinafter referred to as "the public registry") means the Federal Register,

the Foundation index, index, an index of institutes of owners

units, the trade register and the register of non-profit companies.



(2) the public register shall be entered particulars of the statutory

legal entities and natural persons (hereinafter referred to as "registered person").



(3) the public register is the information system of public administration.



(4) the public register is kept in electronic form. Public register

leads the Court ("the Court").



§ 2



Registration Court



(1) the registration Court leads for each enrolled person, branch factory

its business establishment (hereinafter referred to as "the race"), a race of foreign persons

or its branch factory and branch Association or other similar

organizational unit of a foreign association developing activity in the territory

The United States Special insert. Part of the public register is a collection of

of documents.



(2) the registration Court shall publish the registration in a public register, change it

or deletion (hereinafter "registration"), as well as the instruments, including instruments in

electronic form (hereinafter referred to as "the Charter"), the collection of documents without

undue delay after the registration.



(3) the registration Court shall notify the details no later than 5

working days from the date of registration of the relevant income tax Manager,

authority of the executing State statistical service, the competent

the Trade Office and the authority which issued the other business

permissions. Registration Court shall notify the competent authority that the trade

the person to whom it was issued under the law governing business listing

business, either for registration or its proposal was rejected.



(4) the extent and manner of publication of registration, the Government adjusts the regulation.



Formal principle of publicity



§ 3



(1) the registration Court shall publish the particulars of a registered person and the documents stored

in the collection of documents in a manner allowing remote access and allow you to get

certified electronic copy.



(2) the facts entered in the public register, and the schedules of the

stored in a collection of documents 1. January 1997 issue a registration Court

only a copy of the paper, unless they are also writes about these facts

or no longer kept in electronic form; This does not apply in the case of

the Federal Register.



(3) of the facts listed in the Federal Register and the schedules of the

stored in a collection of documents 1. January 2017 will issue a registration Court

only a copy of the paper, unless they are also writes about these facts

or documents already kept in electronic form.



§ 4



(1) at the request of the commercial court shall issue documentary certified part

or a full copy of the registration or deposit of an instrument are stored in the collection of documents or

confirmation that a particular entry in the public register is not, unless the

the applicant expressly asks for a copy of the officially unauthorized.



(2) the official verification confirms compliance of a copy of the registration in the public

register or with the schedule stored in the collection of documents.



(3) payment of expenses for the issue of a copy shall not exceed the amount of actual and

reasonable administrative costs.



§ 5



From the public register shall be issued an authenticated output from information system

public administration under the law governing public information systems

administration of ^ 1).



§ 6



Writes if the social security number in a public register, in a copy of the

the public register or shall not disclose. If the social security number is shown in the

the schedules established the collection of documents, published these documents

the procedure under this Act, including a social security number.



§ 7



(1) the Ministry of Finance shall publish a notice in a manner allowing remote access

information on persons registered in the Czech Republic and the information about the

the public register of such persons are registered, including



and) name,



(b)) date of a legal person, the day of cancellation with an indication of the legal

the reason and date of its demise,



(c) the registered office address of the place) of stay, where appropriate, place of residence, if different from the

the address of the place of stay



(d) the identification number of the person) if it has been assigned,



e) purpose or activity,



f) name, address of residence or the place of stay, where appropriate, place of residence,

If different from the address of the place of stay of each Member of the Board

together with an indication of the manner in which a legal person represents, and the day

births and deaths of the performance features



g) membership of a legal entity, and its name, is a member of a legal

of the person,



h) membership in the body of a legal person, its name, is a member of the authority

legal persons,



I) public benefit status, if it was written, and



j) indication of the register in which the person is registered.



(2) the Ministry of finance to obtain the information referred to in paragraph 1

the electronic copy.



The material principle of publicity



§ 8



(1) against a person who legally entered on the data důvěřujíc

the public register, not the one whose registration is concerned, the right to argue that the

registration is not true.



(2) the information and content of the documents whose disclosure is required by law, the registered

the person argue against third parties from the moment of their publication,

unless they showed that a third person had been known previously. These data and

the contents of the documents, however, registered a person cannot rely on at the hearing

made until the sixteenth day following the publication, where the third party

proves that he could not have known about them.



(3) third parties may always relied on unpublished data and content

instruments, will not alter the fact of them not to publish the effectiveness.



§ 9



(1) if the contents of the entry in the public register is contrary to donucujícímu

provisions of the Act and if you cannot achieve otherwise axles, registration Court

invite the registered person to rectify the situation. In the case of a legal person, and

It fails to remedy within the prescribed period, the Court may, without an application, if

such a procedure in order to protect third parties, decide to cancel

with liquidation.



(2) if there is a discrepancy between the wording of the entry in the public register

in Czech and foreign language or stored in the collection of documents in Czech

language, and the translation of these documents stored on a voluntary basis into a foreign language

under section 74 para. 1, could not be relied on as against third parties the text of

a published or saved to a collection of documents in a foreign language. The third

a person may rely on the text of a published or saved to the collections

documents in a foreign language, unless the registered person proves that the third party

She knew the text of the content writing or stored in the Czech language.



§ 10



The effects of the publication of the registration or refusal of registration a member body

legal persons



(1) from the time of publication of the registration of a person who is a member of the authority

legal person, no one can against third parties rely on the breach of the

legislation or the founding of the legal act in its choice of

or the appointment, unless the registered person proves that the third person on this

violation of. This does not affect the right to rely on the invalidity of elections

or the appointment procedure under another law.



(2) if the Court rejects an application for registration of a person who is

a member of the body of a legal person, looking at her profession into a function

as would have happened; This is without prejudice to rights acquired by third parties in

good faith. A negative decision of the commercial court after legal force

be made public.



TITLE II



APPLICATION FOR REGISTRATION



For registration and approval of people



§ 11



(1) unless otherwise provided by other law to the contrary, an application for registration may be made only by

the person referred to in this Act.



(2) the application for registration must be filed without undue delay after the

the operative event.



(3) If a person fails to perform under paragraph 1, the obligation to submit an application for entry into the

15 days from the date on which the obligation arose, the application for registration

bring anyone who demonstrates a legal interest in it and to the application for registration shall be accompanied by

of the Charter, which should be supported by the fact that appear in public

the register.



§ 12



The claimant under section 11 with the proposal to write at the same time showing the consent of the people,

which are referred to in this or any other Act shall be entered in the registration of persons,

unless such consent is apparent from other to application for registration, derived from the application

of the instruments; the deletion of the persons registered in the context of the registration of a legal entity

consent is not required. If approval is granted to such persons by a declaration

best public document, must be their signature on the instrument of

consent to the officially verified.



Registration prerequisites



section 13 of the



(1) the applicant shall demonstrate that the registration of the person to whom the registration relates,

not later than on the date of registration of the business or other activities, permissions

that should be the subject of activities or business in a public

the register is registered, if such authorisation is required by law; It

does not apply if this is ascertainable from the information system

public administration, or part thereof, which is a public register, index


or combo box or when provided by other law.



(2) activity which under another act may only be performed by physical

the person shall be entered as the subject of the activity or business of the legal entity,

only if the applicant proves, that this activity will be carried out

by a person who is authorized to do so under another Act.



§ 14



(1) the petitioner shall be documented in the application for registration of the legal reason for the use of

the areas in which is located the seat of the person to whom the registration relates; It

does not apply if the legal reason detectable from a public information system

Administration, or part thereof, which is a public register, index or

list box.



(2) to support the rule of reason, the use of the space is sufficient written

the Declaration of the owner of the property or unit where the spaces are

placed, where appropriate, a statement of the person entitled with real estate, apartment

non-residential space or otherwise dispose of it with the headquarters location of the person

agrees. The Declaration must not be older than 3 months and signatures on it

must be officially verified.



(3) the Registered person must have a legal reason for the use of the premises referred to in

paragraph 1, throughout the period during which such spaces are entered in the

the public register as its seat.



§ 15



If the applicant is a foreign person, it shall inform the Court of rejstříkovému

the delivery address on the territory of the United States or an agent for the adoption of

of documents with a delivery address in the Czech Republic; This applies to

any change in these particulars.



section 16 of the



(1) If a legal person criminal prosecution, or if the

sentence imposed under the law governing criminal liability of legal

people and management against them, provide proof of the applicant in its application for registration,

conversion or when the proposal for its deletion, that a court has authorized the conversion or

the demise of the legal person.



(2) the registration Court to the person who has the legal interest, shall notify the information,

whether it is against a registered or logged by the person of criminal prosecution by

the law governing the criminal liability of legal persons and proceedings against the

them.



§ 17



The Charter of demonstrating compliance with the obligations under sections 13 to 16, shall be attached to the

the application for registration.



The application form for registration



section 18



Application for registration can be made only on the form.



§ 19



Application for registration must be accompanied by the documents of the facts that have

be entered in the public register, and the documents, which are based in the

the collection of documents in the context of the entry.



section 20



Obligation to submit a proposal to write on the form referred to in section 18 does not apply in

When writing is done or amended ex officio or

If not for the written form of the person prescribed under section 18.



section 21



The Ministry of Justice shall issue a decree requirements forms on

proposals for registration. The form at the same time the Ministry of Justice

publish a manner allowing remote access; This service is not

free of charge.



Form of application for registration



section 22



(1) an application for registration can be filed in paper or electronic format;. It

applies to documents relating to the proof of the facts set out in the proposal

for registration and documents established the collection of documents. The Government lays down that

write proposals and documents may be submitted in electronic form only.



(2) the signature on the application for registration in paper format must be officially verified.



(3) the application for registration in electronic form must be signed by a recognized

electronic signature under the law governing electronic signatures

or sent via data boxes persons for registration

serves.



Article 23 of the



Application for registration and the instrument retains the registration Court only in electronic

form, unless the nature of such a proposal, or of the Charter does not allow.

Application for registration and the documents received in paper format converts the registry

the Court without undue delay into electronic form.



section 24



The application for registration shall be filed, and registration in a public register shall be carried out in

the Czech language. The applicant may request that the registration in the public

the index also was made in any foreign language.



TITLE III



PUBLIC REGISTERS AND THE FACT ENTERED INTO THEM



Part 1



The facts entered in the public register



§ 25



(1) the public register shall be entered



and the registered office or) the name and address of the place of stay, where appropriate, place of residence,

If different from the address of the place of stay, the registered person



(b) the activity or business) or the definition of the purpose of the person

If required by another law,



(c)) the legal form of a legal person,



d) day of the births and deaths of the legal person,



(e)) at natural persons, regardless of the reason of registration, date of birth, social security

the number has been assigned, and the address of the place of stay, where appropriate,

domicile, if different from the address of the place of stay



(f) the identification number of the person) that the registered person shall assign a registration

the Court; identification number of the person rejstříkovému the Court administrator shall provide the

the basic registry of legal persons, natural persons-entrepreneurs and

public authorities ^ 2)



(g)) the name of the statutory body, does not follow from the law, the number of members

statutory authority, the name and address of the registered office or the place of stay, where appropriate,

also domicile, if different from the address of the place of stay of the person who is

a statutory body, with an indication of the way for a legal person

It is, and the date of births and deaths of its function; If a statutory

authority of the legal person, also the name and address of the place of stay, where appropriate,

also domicile, if different from the address of the place of stay of the person when it

the performance function in place,



h) is to be established by the supervisory authority, its name, does not follow from the law,

the number of members of the supervisory body, the name and address of the place of stay, where appropriate,

also domicile, if different from the address of the place of residence or registered office of the person

that is a member of the supervisory body, and the day of the births and deaths of its function;

If a member of the supervisory body of the legal person, also the name and address of the

the place of stay, where appropriate, place of residence, if different from the address of the place of

the stay of a person in the exercise of her functions, shall represent the



I) name and address of the place of stay, where appropriate, place of residence, if different from the

the address of the place of stay, authorized agents, as well as the way it is, including

placing information about the Attorney applies only to a specific branch or

to a specific race, their identification, and an indication of whether a holder of procuration

entitled to dispose of or encumber immovable thing,



j) an indication that the legal person has the status of public benefit

and when it was granted, an indication of the fact that proceedings have been initiated withdrawal

status, and information about when the status has been cleared, and the reason for its

the withdrawal,



the other fact about) that required by this or any other Act, or

Another important fact about which registration requests registered person if the

This registration of legal interest, and



l) the day on which the registration was made.



(2) if the person registered, together with the proposal to write and if it is

in the public interest, the Court may decide that the information

registered in the register of members of the institutions and of the headquarters of the registered person

unavailable to the public; It does not apply to commercial companies and cooperatives

under the law governing legal relations of companies and

cooperative societies (hereinafter referred to as the "Corporation"). If the commercial court

in the first sentence, it may send a copy of the registration pursuant to § 3-5 only registered

the person or the person who has a legal interest, and § 2, paragraph 1. 2 shall not apply.



Part 2



The Federal Register



section 26



(1) to the Federal Register shall be entered



a) societies, trade unions, international trade unions,

employers ' organizations and the international organization of employers (

"the Association"),



b) auxiliary associations and auxiliary organization of trade unions, the international

trade unions, employers ' organizations and international organizations

employers (hereinafter referred to as the "branch") and the



(c)) the next person, which shall be fixed by law.



(2) the application for registration in the cases of branch Association referred to in paragraph 1 (b). (b))

serves the Association pursuant to paragraph 1. and).



section 27 of the



(1) in the Federal Register, on written



and foreign societies, developing) activity in the territory of the Czech Republic, and



b) auxiliary associations or other similar foreign organizational unit

associations developing activity in the territory of the Czech Republic (hereinafter referred to as

"foreign branch Association").



(2) the application for registration of a foreign Association serves.



section 28



Proposal for the amendment or cancellation of the registration may file a person referred to in section 26 or

27.



section 29



Additional facts that appear in the Federal Register



(1) in the Federal Register of the Association also writes



and secondary economic activity) the subject, if it is exercised,



(b) the name of the Supreme authority)



(c)) is established under the statutes of the Commission, its name, the number of members

and the name and address of the place of stay, where appropriate, place of residence, if different

from the address of the place of stay and date of births and deaths of their functions and address

for service use in proceedings before a judge by the Commission under the Act

relating to the proceedings before the Arbitration Commission of the League,



(d)), the name registered office and number of all of its affiliated associations and



(e)) in the League, which has moved its registered office abroad, the address of the registered office and

the indication of the registration of the State in which it is written, if the right to such

the State of the write commands.




(2) in the Federal Register a filial of the Association also writes



and) name, registered office and number of the main League,



(b)) the scope of its rights and obligations under the articles of Association of the Association master, as well as

the scope of liability for the debts of the Association master of branch association according to the statutes

the main Association and



c) in the case of branch Association, which relocated its registered office abroad, address

This location and the indication of the registration of the State in which it is written, if

the right of such a State to write commands.



section 30



The fact that appear in the Federal Register foreign filial

of the Association



In the Federal Register of a foreign Association filial writes



and) the name and address or the location of a foreign branch of the Association and its

identification number,



(b) the name and address of the Foreign Affairs) of the Association,



(c) the law of the State), which controls the foreign Association, and he commands this

the right to write, also evidence that



is a foreign association registered, and the registration number,



(d)) the purpose of the activity, where appropriate, of the foreign branch of the Association,



e) entered the information required by this Act on a member of the statutory

authority,



(f) the cancellation of a foreign Association) or Foreign Affairs of branch Association,

the appointment of the liquidator's identification data and permissions and their

liquidation of the foreign society or foreign of branch Association,



g) bankruptcy or other similar proceedings begin

foreign society or foreign of branch Association and



(h) the termination of the activities of a foreign branch) of the Association in the Czech Republic.



Part 3 the Foundation index



section 31



The index is written to the endowment of the Foundation and endowment funds.



§ 32



Application for registration of the Fund into an endowment-based register serves

the founder; If this is not possible, and did not specify if the founder of something else, shall

for registration on behalf of the Board of Charity Fund.



§ 33



Proposal for the amendment or cancellation of the registration may file a person referred to in section 31.



§ 34



Additional facts that appear in the endowment of the register



To register a Foundation Endowment and Endowment Fund also writes



and the amount of the Endowment capital) if compulsory under another law created,



(b) the amount of the contribution of each of the founder), where, under the civil code

required these persons to the endowment of the register, and the extent of compliance with

the obligation to deposit,



(c) intended for the donor) restrictions on the handling of its gift,



(d) the name and registered office or) the address of the place of stay, where appropriate, place of residence,

If different from the address of the place of stay, the founder and



(e)), an indication of that has been converted to race or part of it or was given to

pledges, leases or propachtován, and, where appropriate, an indication of the extinction of obligations

These contracts and court rulings about the acquisition of a business or part of the inheritance.



Part 4



Register of institutes



§ 35



It is recorded in the register of institutions of the Constitution.



section 36



Application for entry in the register-based Institute institutes serves founder;

If this is not possible, and did not specify if the founder of something else, shall submit a proposal to the

Enroll on behalf of the Institute, its Director or other person within the scope of

statutory authority.



§ 37



Proposal for the amendment or cancellation of the registration may file a person referred to in section 35.



§ 38



Additional facts to be recorded in the register of institutes



In the register of institutions will also writes about the Institute



and an indication of the amount of the deposit),



(b)) or name and address of the address of the place of stay, where appropriate, place of residence,

If different from the address of the place of stay, founder,



(c)) the number of members of the Board, the name and address of the registered office or place of residence,

where appropriate, place of residence, if different from the address of the place of stay, the members of the

the Management Board and the day of the occurrence and termination of each Member; If a member of the

the Administrative Council of the legal person, also the name and address of the place of stay

where appropriate, place of residence, if different from the address of the place of stay of the person

that in the exercise of her functions, shall represent the



(d)), an indication of that has been converted to race or part of it or was given to

pledges, leases or propachtován, and, where appropriate, an indication of the extinction of obligations

These contracts and court rulings about the acquisition of a business or part of the inheritance.



Part 5



Register of owners associations



§ 39



In the register of owners of units shall be entered in the community

unit owners.



section 40



For registration of the community-based units in the register of owners

condominiums serves all members of the Committee, or

the President of the community of owners of units.



§ 41



Proposal for the amendment or cancellation of the registration may file a person referred to in section 39.



Part 6



Commercial register



§ 42



In the commercial register shall be entered



and commercial companies and cooperatives) under the law governing the legal

ratios of commercial companies and cooperatives (hereinafter referred to as "business

Corporation "),



(b)) of the natural person



1. which are the entrepreneurs, have resided in the Czech Republic and to request

write, and



2. as referred to in section 43, which operate on the territory of the United States, and request the

for registration, and



(c)) the next person lays down an obligation to their writing by this or another

the law.



§ 43



By a natural person for the purposes of section 42 means



and) State citizen of the European Union Member State, the other State forming

The European economic area or the Swiss Confederation,



(b)) a family member of a person referred to in subparagraph (a)) authorized to reside in the

the territory of the Czech Republic,



(c) a national of a third State), who has been in the Member State of the European

the Union is granted the legal status of long-term resident,



(d)) a family member of the persons mentioned in (c)), which was the territory of the

The United States issued a residency permit, and



(e)) for more natural person that is entitled to conduct business according to the

the Trades Licensing Act or another law.



§ 44



A foreign natural person residing outside the European Union not listed in §

43 and the foreign legal person established outside the European Union,

doing business in the territory of the Czech Republic, where applicable, their race or

branch factory, shall be entered in the commercial register. Application for registration

served a foreign person.



§ 45



(1) a natural person who is an entrepreneur, doing business on the territory of the United

States, shall be entered in the commercial register, if the amount of its always

yields, or the revenue net of value added tax, if it is part of the

yields, or the revenue has reached or exceeded in 2 consecutive immediately

the following accounting period, on average, the amount of 120 000 000 CZK.



(2) a natural person who meets any of the conditions referred to in paragraph 1,

shall without undue delay for registration in the commercial register.



(3) a natural person who no longer meets the conditions under which the

was required to submit an application for entry in the commercial register according to the

paragraph 2, it may submit a proposal for the cancellation of the registration from the register.



§ 46



(1) an application for registration based public company and limited partnership

companies in the commercial register serves all the members.



(2) the application for registration of limited liability company based in

the business register serves all managing directors.



(3) an application for registration based joint stock company in the commercial register

serves all members of the Board of directors or the statutory Manager.



(4) an application for registration in the commercial register-based cooperative serves

all members of the Board or the Chairman of the cooperative.



§ 47



Proposal for the amendment or cancellation of the registration may file a person referred to in section 42.



§ 48



Additional fact entered in the commercial register



(1) in the commercial register of the business Corporation also writes



and the company's share capital) above, limited liability company or joint-stock

the company,



(b) the amount of the contribution of each partner), if it is required by another law

write these people into the commercial register, and the range of deposit

obligations,



(c)), an indication of that has been converted to race or part of it or that it was given to the

pledges, leases or propachtován, any indication of the extinction of obligations

These contracts, and the order of the Court relating to the purchase of the plant or part of the inheritance,



(d)) indicate that the Corporation complied with the law as a whole

According to § 777 para. 5 of the law on commercial companies and

cooperatives,



e) an indication that the members of the institution or the performance of the prokuristovi has been suspended

function under the law governing legal relations of companies and

co ^ 3),



(f)) a lien on shares in a corporation, unless it is represented by a valuable

paper or the outstanding shares; the outstanding shares, means the case,

the issue price was paid, but the shares have not been released ^ 4),



g) load or transfer ban share in the Corporation, if it was set up as

a right in rem ^ 5),



h) for public company name and registered office or the address of the place of

of stay, where appropriate, place of residence, if different from the address of the place of stay

its members,



I) for limited partnership name and the registered office or the address of the place of stay

where appropriate, place of residence, if different from the address of the place of stay, its

the shareholders, stating that of the partners is a general partner and that

limited partner, the amount of the limited amount of each limited partner and its changes



(j)) at the limited liability company name and registered office or the address of the place of

of stay, where appropriate, place of residence, if different from the address of the place of stay


its members, the amount of the share of each partner, the kind of market share and a description

the rights and obligations associated with it at least a link to the social

a contract that is stored in the collection of documents and an indication of whether a share is issued

voucher,



the scope of the joint-stock company) in the capital, the number of

the form and nominal value of shares or an indication that the company will issue

the shares, which do not have a nominal value (shares), and in what numbers,

an indication of whether the shares will be issued as book-entry securities or

will be immobilized, the kind of stocks and the description of the rights and obligations with them

United at least referring to statutes that are stored in the collection of documents and

any restrictions on the transferability of shares; If the company has

the sole shareholder, entered the name and address of the registered office or place of

of stay, where appropriate, place of residence, if different from the address of the place of stay

This shareholder



l) for cooperatives, an indication of whether it is a cooperative housing association or

social team and the amount of capital, or

initial deposit and



m) in the State indicate that, who on behalf of the State shall be the

the founder of a State enterprise, the amount of equity, the minimum amount of

equity, which is a public undertaking obliged to maintain, and the designated

asset.



(2) if it shall propose to the founders, all writes to the registry Court

commercial register of the company (the "company") properly based

Business Corporation; the annex of the proposal is the founding legal act.

If it is not filed the application for registration of a business corporation, whose founders of

write the company requested, within 1 month from the registration of the company, registration Court

the company clears.



Fact written about foreign person



§ 49



In the commercial register of foreign persons and plant odštěpném

race writes



and the designation and address) or location of the plant or forked from the race and its

identification number,



b) subject of entrepreneurial activity of the plant or the branch,



(c) the name of the foreign persons), its legal status and the amount of the subscribed

capital in the relevant currency, if required,



(d) the law of the State), which is a foreign person is driving, and he commands this

the right to write, also evidence, that is a foreign person is registered, and

the registration number,



e) entered the information required by this Act on a member of the statutory

the authority or the authorized agents,



(f)), the information required by this Act to be recorded for the head of the branch

the plant and the address of the place of stay, where appropriate, his domicile, if different

from the address of the place of stay



g) cancellation of a foreign person, designation, identifying information and permissions

the liquidator and the liquidation of the foreign person,



h) Declaration of bankruptcy or the start of a similar nature of the proceeding

with foreign persons and



I) closure of the plant or the branch in the Czech Republic.



§ 50



In the commercial register of foreign persons and race odštěpném race

a foreign person that has its head office in one of the Member States of the European

the European Union or in another State of the European economic area, forming writes



and) the name, if different from the company's registered office or foreign person, the location of the

plant or branch and his ID number,



(b) the activity or business) the subject matter of the race or the branch,



(c) evidence, to which) is a foreign person is registered, if registered, and

the registration number,



(d) a foreign person and) the name of its legal form,



e) entered the information required by this Act on a member of the statutory

the authority or the authorized agents,



(f)), the information required by this Act to be recorded for the head of the branch

the plant and the address of the place of stay, where appropriate, his domicile, if different

from the address of the place of stay



g) cancellation of a foreign person, designation, identifying information and permissions

the liquidator and the liquidation of the foreign person,



h) Declaration of bankruptcy or the start of a similar nature of the proceeding

with foreign persons and



I) closure of the plant or the branch in the Czech Republic.



§ 51



Facts about odštěpném race entered



(1) in the commercial register of the odštěpném race writes its designation,

registered office or location, subject, activity or business, name and address

the place of stay, where appropriate, place of residence, if different from the address of the place of

the stay, his Manager.



(2) the Division shall be entered in the commercial register at the registration

the Court, in whose district the is of the entrepreneur.



(3) the branch factory, located in the District of another court is

entered in the commercial register also in that Court.



Part 7



The register of non-profit companies



§ 52



In the register of non-profit companies are written in General

beneficial to society.



§ 53



Proposal for the amendment or cancellation of the registration may file a person referred to in section 52.



§ 54



Additional facts to be recorded in the register of community

companies



In the register of non-profit companies about charitable

the company also writes



and the registered office or) the name and address of the place of stay, where appropriate, place of residence,

If different from the address of the place of stay, founder,



(b)) the number of members of the Board, the name and address of the registered office or place of residence,

where appropriate, place of residence, if different from the address of the place of stay, the members of the

the Management Board and the day of the occurrence and termination of each Member; If a member of the

the Administrative Council of the legal person, also the name and address of the place of stay

where appropriate, place of residence, if different from the address of the place of stay of the person

that in the exercise of her functions, shall represent the



(c)) the type of services of general interest, for which the provision was generally

company established, and the subject of complementary activities, if the

operated.



Part 8



Conversion of a legal person



Registration of the merger of the legal person



section 55



(1) upon the merger of legal persons in the public register for each

the company legal person writes a statement that was destroyed by the merger or

the merger, stating the name, registered office and identification number of the recipient

a legal person, or any other corporate companies

persons.



(2) when the registration of cross-border merger shall be entered and the indication of the registration of the foreign

the acquiring legal person in business or any other competent

the public register or registers kept under the corresponding rights

another Member State of the European Union or of another State forming

European economic area (hereinafter referred to as the "foreign business register"),

including the number of such entry.



§ 56



(1) for the acquiring legal entity also writes



and when you merge, information) that merged, it passed a fortune

the merging of the legal person, the name, address and identification number of the

the merging of the legal entity and any changes not yet written data on the

the acquiring legal entity and



(b)) when the amalgamation, an indication that the merger was that it passed a fortune

insolvent legal persons, and the name, address and identification number of the

insolvent legal persons.



(2) the identification number of the foreign legal person is entered only

in the case that was assigned.



§ 57



Registration of the transfer of assets to a partner of a legal person



(1) the transfer of assets to the partnership in the commercial register at the

the acquired company writes a statement that ceased to exist with the transfer

the assets of the partnership, and the name, address of the place of stay, where appropriate,

domicile, if different from the address of the place of residence or registered office and identification

the number of partner, on which the equity of the acquired business passed

the company.



(2) if the receiving partner is a foreign person, also

information about the registration of the transfer of assets to the partnership contribution to foreign

the public register, including the number or any other identification of this notation.



(3) a person to whom the assets of defunct trading company,

writes the data on the transition and registered office and number of the company

the business of the company.



Registration division of the legal entity



§ 58



(1) the Division of a legal entity in the public register in

the company being acquired or distributed by the legal person writes a statement that disappeared

demerger or spin-off of part of its assets, with an indication of

name, registered office and identification numbers of all the recipient Corporation

persons.



(2) when writing cross-border Division of the legal entity shall be entered and

information on the registration of a foreign legal entity in the foreign recipient

the public register, including the number of such entry.



§ 59



For the acquiring person also shall be entered



and in the split of the formation) of new legal entities that originated

splitting that it passed the assets of the company legal person

It was stated in the project Division, name, registered office and identification number

legal person in which the demerger was founded, and the name, address and

the identification number of the other legal entities, which at the same time

demerger; This applies to the secession of the formation of new

legal persons, and



(b)) When splitting by merging of legal persons, a statement that went her

the assets of the company legal person, which was mentioned in the project

the split, name, registered office and identification number of the legal person, who


demerger and name, address and identification number of the other

legal persons, to which other parts of the assets of the company were transferred

legal person, and any changes not yet written data about the recipient

a legal person; This applies for divestment by the merger.



section 60



The identification number for the foreign legal person is entered only in the

the case that was assigned.



§ 61



Write the changes to the legal status of a legal person



When you write the changes to the legal form of a legal entity in the public register

for legal entities, that changes its legal form, writes that the changed legal

form with an indication of the original and new legal form, and the information entered

in the formation of a legal person, the legal form of the existing legal

the person shall take.



For registration of the transformation of legal entities and registration of conversion



§ 62



(1) the application for registration of the merger of legal persons or the Legal Division

persons served all distributed and being acquired or acquiring

legal entities together, where appropriate, jointly, all persons who are

members of the statutory bodies of the recipient parties.



(2) the application for registration of the transfer of assets to the partnership served together

the company legal person and the partner to whom the property is transferred.



(3) an application for registration of the change of legal status of a legal entity serves legal

a person whose legal form is changing.



§ 63



If the company being acquired and the acquiring person, distributed offices in

the circuits of different index of courts, it serves for registration in

any one of them.



§ 64



(1) the registration Court shall register the facts related with the transformation

on the same date. If the Court decided to write a resolution

the other index, the courts, in which the participating legal entity

the person of the registered office shall be made in the register of the relevant entries to

legal force resolution to permit the registration.



(2) the registration of the merger of legal persons, the transfer of assets to the partnership or

Division of the legal entity shall authorize the commercial court for the company,

distributed and the acquiring legal entity only on the same date. Write

cross-border merger in the commercial register, if the successor

companies Czech commercial company or successor team United

cooperative, enables the registration Court for all of the company being acquired and the acquiring

a legal person entered in the commercial register on the same date,

If it has, or should have, the acquiring legal person, its seat to the territory of the

Of the Czech Republic.



Part 9



Registration cancellation and liquidation of legal entities, and other facts



§ 65



In a public register shall be entered also



and the Declaration of a legal person) the day is invalid or the day of cancellation

legal person, stating the rule of reason,



b) entry into liquidation, name and address or the address of the place of stay

where appropriate, place of residence, if different from the address of the place of stay

the liquidator; If the liquidator is a legal person, also the name and address of the

the place of stay, where appropriate, place of residence, if different from the address of the place of

the stay of a person in the exercise of her functions, shall represent the



c) commencement of insolvency proceedings,



(d) limitations on the right of the debtor to dispose of) with the estate on the basis of

the decision of the Court,



e) bankruptcy,



f) name and address of the insolvency administrator,



g) authorization and approval of the reorganisation plan of reorganization,



(h) the decision of the Court of the regulation) enforcement people share

a partner in the company, or an enforcement order on disability

the proportion of any shareholder in the company, as well as the decision of the Court of

stopping power of this decision or the decision to stop the execution

or a statement that the execution ended other than stopping, including reason,

the decision,



I) Court decision on enforcement by sale of plant or

its parts, or an enforcement order for the sale of plant or a part thereof, as well as

and the Court's decision to halt the execution of the decision or decisions

to stop execution or communication that the execution ended differently than

by stopping, including because of the decision,



j) termination of the liquidation and



the legal reason for deletion) of a legal person.



TITLE IV



COLLECTION OF DOCUMENTS



§ 66



Collection of documents includes



and) founding legal act of a legal person, the Statute, the Statute of the

the Endowment Fund or the Constitution, if it is issued, the public deed of certificate

during the inaugural meeting of the cooperative and the decision of the constituent meeting of the

the cooperative concerning the adoption of the statutes, the statutes of the cooperative, the statutes of the Association, the resolution of the

the inaugural meeting of the Association, if the Association was established by a resolution of the constituent

the meeting, the decision of the competent authority of the League establishing, cancelling or

conversion of branch Association, the statutes of the trade union organization, the international

trade unions, employers ' organizations or international

employers ' organizations and the announcement on the establishment of trade unions,

international trade unions, employers ' organizations or

the international organization of employers or of their auxiliary organizations, and

subsequent amendments; After every change must be saved as well as their

valid full text,



(b)) the decision on the election or appointment, the appeal or other

the people that are a member of the statutory body,

the liquidator, the insolvency administrator or the head of the branch

or as modified by law authority, or as its members are

authorized to bind the legal person or to represent it before the Court of

or involved in the management or control of a legal person,

the Court's decision about the exclusion of a member of the Board of the performance of the

under the law governing legal relations of companies and

co ^ 6) and the decision on the liability of the Member of the authority in the decline of business

Corporation under the law governing legal relations of business

companies and cooperatives ^ 7),



(c)) annual report, ordinary, extraordinary and consolidated accounts,

If they are not included in the annual report, lays down an obligation to store them

the collection of documents law governing accounting people, if required by their

copy of another law, the proposal for distribution of profit or settlement of loss and

their final form, if they are not part of the financial statements and the report of the

the audit of the financial statements,



d) decision on the revocation of a legal person, the decision is cancelled

the decision to cancel the legal person, the decision on the transformation of the legal

persons, the decision to cancel the decision on conversion of a legal person,

the Court's decision on the invalidity of the legal person and the final report on the

during the liquidation,



(e) the draft terms of conversion); If the project was the conversion of published way

allowing remote access under the law governing the conversion of

commercial companies and cooperatives ^ 8), there is an obligation to save the project

conversion into a collection of documents to along with the proposal to write,



f) Treaty merging the Foundation or Endowment Fund of the Institute, the decision to

its approval, the Court's decision on the invalidity of the contract of the merge, and

decision of the Administrative Council on the change of legal form of the Foundation Endowment Fund

or of the Institute,



(g)) the Treaty merging the associations, societies and the Treaty

merger project the distribution of associations, the formation of new

associations and the decision to change the legal form of the Association,



h) notice of cancellation or disapproval of the project of conversion, if it was after his

the founding of the cancelled or neschválen; This applies mutatis mutandis to the notification of

cancellation or disapproval of the agreement on a merger or change of legal form

by the letter f) and (g)),



I) judgment of the Court pronounced the nullity of the project was the conversion of

or decision of the general meeting or meeting of members, which was

the conversion project is approved,



(j)) an expert on the valuation of in-kind contribution in the creation of the Foundation,

the Endowment Fund, Institute, company, limited liability company or joint-stock

company or an increase in their base or endowment capital

an expert on the valuation of in-kind contribution to the cooperatives, opinion

an expert on the valuation of assets on transformations of commercial companies and cooperatives

and an expert on the valuation of property úplatném acquisition of assets of the joint stock

from the founders of the company under the law governing legal relations

commercial companies and cooperatives ^ 9),



the Court's decision issued to) under the law governing insolvency solutions,

bankruptcy and debt relief of natural and legal persons,



1. a resolution on the opening of insolvency proceedings,



2. an order for interim relief,



3. the decision of the bankruptcy or other insolvency of the draft decision,



4. resolution on the Declaration of bankruptcy, and on the approval of the final report,



5. resolution on the authorization and resolution on approval of the reorganization

the reorganisation plan and its amendments and



6. the order in which the insolvency proceedings to an end,



l) report on relations between the controlling person and the controlled entity and between

the controlled entity and entities controlled by the same controlling entity, and

the expert report on its review, the



m) Court decision on cancellation or reducing the range of common property

of the spouses; in the case of the acquisition of the final court decision on divorce

the spouses must be agreement on the settlement of the joint property or

the Court's decision, where appropriate, the declarations of the entrepreneur that agreement


the Court's decision did not occur,



n) annual general meeting of the Board of directors or the Management Board credentials

to increase the capital of the joint-stock company,



about) a court decision on regulation enforcement people participation

compulsory in the business corporation, as well as the decision of the Court

enforcement of the decision, the notification of the initiation of execution, an enforcement order on

disability proportion of any shareholder in the company, as well as

the decision to stop the execution or communication that the execution ended otherwise

before stopping,



p) decision by the letter o) concerning the enforcement of a decision or

execution of the plant sales business corporation disabilities or a part thereof,



q) the Court's decision on the invalidity of the decision of the legal person,



r) decision of the competent national authority for the grant of consent

to act as a private University under the law governing the legal

ratios of universities ^ 10),



s) proof of purchase of the race according to the provisions of the Civil Code of purchase

ex ^ 11),



t) decision of the Court of Directors of the purpose of the change,



by the decision of the Administrative Council of the Foundation) an increase or decrease of the Endowment

capital,



in) a court decision on the transfer of the Foundation or Endowment Fund

the Institute abroad,



w) contract for the insertion of a donation to the Endowment principal, which is limited

the disposition of this property,



x) annual general meeting that employees do not have to repay the entire

the issue price of the shares subscribed, or may acquire in any other beneficiary

conditions,



s) for legal persons, which has transferred its registered office abroad, proof of

registration in the appropriate register of the target State, which this person

controls, if the right of the target State, and such registration



from other documents,) where the law so provides, or the

ask the registered person, if he has a legal interest.



§ 67



The collection of documents, together with the financial statements or annual report, stores

proposal for distribution of profit or settlement of loss and their final shape,

If they are not included in the financial statements.



§ 68



(1) if the person registered, together with the proposal to write and if it is

in the public interest, the Court may decide that the Charter

stored in a collection of documents, in which the information is given about the members of the institutions

and the headquarters of the registered person, making the public; This does not apply for

business corporations.



(2) if the Court decides, in accordance with paragraph 1, it may send a copy of the Charter

According to § 3-5, you may receive only the registered person and the one who has the legal

interest. The provisions of § 2 (2). 2 shall not apply.



Collection of documents for foreign people



§ 69



The collection of documents of the foreign person, its plant, odštěpném plant

and filial society saves



and accounting records) relating to foreign persons in accordance with the obligations of the

their control, processing and publication in accordance with the rule of law, which is

a foreign person; If the accounting records are not drawn up in the

accordance with the regulations of the European Union or in an equivalent manner, and in the case of

branch factory of foreign credit and financial institutions, and in the case that

the condition of reciprocity is met, it is stored in a collection of documents also

accounting records that are related to the activities of the branch, referred to

in section 66 (a). (c)),



(b)) the partnership agreement, articles of association or equivalent of the Charter, which was

a foreign person will be based, and their changes, and full texts,



(c) the registration certificate) State where the headquarters of the foreign person, it is in the

This register is registered, if the law of that State, such records

He commands, and



(d) an indication or evidence of) of load property of foreign persons in another State,

If the validity of the security instrument tied to its publication.



section 70



(1) the obligation to store accounting records in accordance with section 69 (a). and), which is

refers to the activities of the branch, does not apply to foreign

a legal person governed by the law of a Member State of the European Union

or another State, the formation of the European economic area, and its

branch factory and to foreign natural person who is a

a citizen of another Member State of the European Union or of another State

the formation of the European economic area, and its branch factory.



(2) for foreign persons and its branch referred to in paragraph 1 shall

the collection of documents saves only the instruments referred to in paragraph 69 (b). and part of the sentence)

before the semicolon and the instruments referred to in paragraph 69 (b). (b)), and (c)).



§ 71



When it operates in the Czech Republic several branch plants of one

foreign persons, may be the instrument referred to in paragraph 69 (b). a) and b)

stored in the collection of documents, only one of them, and that the choice of the

foreign persons. In this case, must be in the collection of documents

the other branch of the races the same, reference to foreign persons

the commercial court of the chosen branch, including the number of the registration.



§ 72



(1) a registered person shall provide, without undue delay since the inception of the applicable

the fact of the court documents to be formed into the rejstříkovému collection of documents.



(2) the decision of the Court, which is stored in a collection of documents, shall establish

Registration Court. If the data entered in a public register,

However, in the collection of documents is not the appropriate instrument, noting

Commercial Court of this fact in the collection of documents and invite registered

person to the instrument without undue delay.



Language versions of documents in the collection of documents



section 73



(1) of the Charter, which is evidenced by the facts and that

do not store the collection of documents, the documents placed on the collection of documents pursuant to section

66 (a). k) to l), r) and s) and s), cross-border project of conversion and of the Charter of

pursuant to section 69 to 71, drawn up in a foreign language shall be submitted in the original

the text and at the same time in the translation into the Czech language, unless the Court

shall inform the registered person, that does not require translation; such communication may

Registration Court make on their notice board for an indefinite number of control

in the future.



(2) If a required translation and if it is a translation of the language that

is not an official language of the Member State of the European Union or of another State

the formation of the European economic area, must be officially verified.



§ 74



(1) of the Charter imposed on the collection of documents under section 66 (a). and) to j), m) to

p) t) up to x) and z) unless it is a cross-border project of conversion,

be made and stored in a collection of documents in the Czech language. In the collection of

documents can be saved and the translation of such documents into any foreign

of the language. Will not go to the translation of documents into the official language of the Member State

The European Union or of another State, the formation of the European economic area,

must be officially verified.



(2) if the cross-border project of conversion in accordance with the law

governing the conversion of commercial companies and cooperatives made out in more

the language versions and the applicable wording is not in the English language version, saves

with the collection of documents and a certified translation of the applicable text of the project

cross-border conversion into the Czech language.



PART TWO



IN CASES CONCERNING THE PUBLIC REGISTER



The jurisdiction of the Court



§ 75



(1) the proceedings on the application for registration, the competent regional court, in whose

the perimeter of the ordinary court of the person to whom the registration in the public register refers to,

unless this or another Act provides otherwise.



(2) the procedure for the application for registration of branch Association is the competent court in

the commercial court is the main League.



(3) the procedure for application for registration of a foreign person is a competent regional

the Court in whose jurisdiction is located the plant, Division, or branch

the Association.



(4) a court that is competent for the proceedings on the application for registration

in accordance with paragraphs 1 to 3, it is appropriate to write about another control

If another law that these registrations must be

decided together.



§ 76



(1) if the circumstances under which it is judged the local jurisdiction,

transfers by order of that Court of its jurisdiction on the Court of the newly

competent; If the Court does not agree with the transfer of jurisdiction, the decision

his superior court.



(2) following the entry into force of the resolution on the transfer of territorial jurisdiction is

the appropriate entries are converted into a public register maintained by the newly

the competent court.



§ 77



The scope of the public prosecutor's Office



The Prosecutor's Office may enter into the proceedings.



Begin the registration procedure



§ 78



(1) proceedings are initiated upon the proposal. If it is to be achieved consensus among writing

the facts and the actual status, you can start even without the management proposal.



(2) the withdrawal of the application for registration is not effective, unless it is a write

fact, whose efficacy or validity arises under another act

by writing.



§ 79



Management in order to achieve consistency between the actual status and write fact

founded by decision of the supreme body of a legal person, the Court may

to start, except in cases where the Court will annul such

^ decision 12), only if the decision would not be seen as

accepted, is to begin such proceedings a legal interest, and unless I eat

significantly affected by the rights of third parties acquired in good faith, not more than

However, within 3 years from the date of registration of the fact-based decision

the supreme body of the legal person.



§ 80




Court or other public authority notifies the Court of registry on non-conformity

between the actual status and the enlisted an indication as soon as this fact

in its activities will come out.



§ 81



If the basis for the registration of the decision of the Court or administrative authority, a

the information shall be entered in the public register without registration

the court issuing the decision to allow write access.



§ 82



(1) If a legal person dissolved by decision of a court or other

the proposal made by the public authority for deletion of the public register

the liquidator appointed by a court or other public authority and, if

part of such a draft declaration by the liquidator that the success

investigate the possibility of applying invalidity or ineffectiveness of legal proceedings

a legal person and that the property of that person is not sufficient even to cover

the costs of the insolvency proceedings, the Court shall be entered on the basis of this

the proposal. The provisions of § 78 shall not apply.



(2) the minutes referred to in paragraph 1, the Court does not, if at the time of decision making

on the proposal for deletion is in progress, in which the insolvency proceedings are dealt with bankruptcy

or threatened decline of entrepreneurs or if, in the course of the proceedings on this

the proposal has highlighted the fact that challenge the veracity of the

the liquidator's statement contained in this proposal.



section 83



(1) proceedings for the cancellation of limited liability companies, joint-stock

company or cooperative as a result of cross-border mergers of foreign

commercial register cannot begin on a proposal unless the successor

company or cooperative based in the Czech Republic.



(2) the registration Court shall be entered on the basis of notification of the authority of the Member

the State, which leads the foreign trade register in which the

cross-border merger is registered. The provisions of § 78 to 81 and 84 shall not apply.



§ 84



Parties to the proceedings



The party is the person who filed the application for registration, which is

authorized under this or another Act, and registered person.



§ 85



Interruption of proceedings



The commercial court will not interrupt the proceedings pursuant to the law governing civil

court proceedings in the case, the procedure in which it is addressed,

that may be relevant to the decision of the commercial court.



Rejection of the application for registration



§ 86



By order of the commercial court will reject the application for registration, if the



and) was filed by a person who is entitled to the design,



(b)) was not filed in the prescribed manner,



(c)) does not contain all the prescribed formalities,



d) is unintelligible or indeterminate,



(e)) were not attached to it, of the Charter, which should be referred to in this or

another law supported by data on written facts, or



(f) the legal entity to be formed) the purpose is contrary to the provisions of § 145

of the civil code.



§ 87



The provisions of § 86 shall not apply if



and the design was not connected to) the Charter because under the law, which

is governed by the foreign person be written, issued or



(b)), the Charter has been incorrectly identified or does not meet all the formal

the requirements laid down in any other law, and provided that the applicable

the facts are established in other documents, which were to the design

attached.



§ 88



The commercial court within the period of 3 working days from the date of receipt of the proposal

the court order, which prompts the applicant to correct the defects of the design or

to supplement missing documents; a recurring challenge shall not be admitted.

The provisions of § 43 code of civil procedure shall apply mutatis mutandis. The time limit

pursuant to section 96 shall run from the day following the date on which it was

rejstříkovému delivered to the submission to the Court have been removed or defects

of the Charter.



§ 89



In the resolution, which the Court will reject the application for registration shall be

the reasons for denial, including the lessons learned, how can gaps.



Review of the application for registration



§ 90



(1) unless the application for registration is rejected under section 86, the commercial court

examines whether the indication of the facts, which are in the public register

written, result from the documents that have to be supported by the evidence, and whether the proposal

the proposed name is not interchangeable with other already existing registered

on behalf of, or if it is not misleading.



(2) the Court also examines whether the implementation of the registration does not prevent

the ongoing criminal proceedings against a legal person or a performance penalty,

She was saved under the law governing criminal liability

legal persons and proceedings against them.



§ 91



If it is filed for registration of a national merger of the company with

limited liability companies, joint-stock companies or cooperatives, commercial court

Furthermore examine whether the company with limited liability, joint-stock

company or cooperative within a period of 3 years before the date of publication of the project

National fusion of the ' cross-border merger, and took part in the

her whether conditions are met for another act on employee involvement in

the acquiring company with limited liability or joint-stock company

After the registration of the national team of the merger in the commercial register.



§ 92



(1) the registration Court shall register, without issuing a decision,

If the proposed facts handout in the attached

notarial registration; in this case, the Court, in addition to the fact

pursuant to § 90 examines only whether notarial deed meets the requirements

asked another law on it.



(2) the procedure referred to in paragraph 1 shall apply only if,



and if the applicant) and the only party to the proceedings, the person that registered

registration is concerned,



(b)) if it is a registration-based legal entities on the basis of the application for registration,

or



c) in the case of registration of conversion of business corporations, foundations, Endowment Fund

or the Constitution and all persons involved in the conversion and the newly established

legal persons have a General Court of the circuit of the same court.



(3) the Court shall proceed in accordance with paragraph 1 if they are to

proposed facts handout in the attached certificate

It was drawn up by a notary under another law, if it is a certificate of



and measures and compliance with) the formalities for the transfer of registered office

According to the Council regulation of the European communities on the Statute of the European

company (SE), or by a Council regulation of the European communities on

Statute for a European cooperative society and the laws adopted

implementation,



(b) meet the requirements laid down by law) for the registration of European society

or European cooperative society resulting from a merger, or



(c) compliance with the requirements laid down by law) for the registration of cross-border

conversion.



§ 93



(1) the Court shall decide on the registration of the resolution, unless it is a

a case under section 81 and 92. The negotiations may not be ordered.



(2) in the case of a person who does not have to be given to the proposal to write on the form,

Registration Court decides to always order.



§ 94



(1) the registration Court shall register the date referred to in the draft, first

However, on the date of its implementation.



(2) if the Court decided to write the resolution,

writing after the legal force of the resolution on the date referred to in the proposal,

First, however, on the date of its implementation. If no application for registration

a day like this, or proposed date of registration precedes the day with legal force

resolutions, writing without undue delay after acquisition of legal power

the resolution.



(3) in order to be a match with the actual state, the commercial court

decide that the registration will be carried out on the basis of an enforceable

the resolution.



§ 95



(1) a change to the data in the public register that is induced by a change in the reference

the data in the basic register is written without the control.



(2) errors in writing and in numbers, as well as the other obvious inaccuracies in the

registration pursuant to § 91 and 92 corrects the President of the Chamber at any time even without a motion,

without issuing a decision, and shall inform the parties

by sending an extract from public register containing this fix;

the provision of section 102 shall apply mutatis mutandis.



The decision on the application for registration and its implementation



§ 96



(1) the registration Court shall register or decide to draft a resolution on

the time limit set by the law, otherwise, other not later than 5 working days.



(2) in the case of an application for registration of conversion or in the case of legal persons,

that the file is not located at the registration Court, because it was submitted to the

another court, in particular the decision on the appeal or the

jurisdiction of the Court, the Court performs a write or decide on the proposal without

undue delay.



(3) unless the application is filed in any language, or if they are not in the Czech

the language of the translated documents under another act evidenced by data on

of the facts, the time limit referred to in paragraph 1 will start run up

delivery of the translation.



§ 97



(1) the time limit referred to in § 96 para. 1 runs from the date of filing the application. If, however, was

court fee paid to the proposal in the course of the proceedings, or if there is

change the design of, a time limit pursuant to § 96 para. 1 to the date of payment of the

the court fee, or from the day when the Court reached a modified rejstříkovému

the proposal.



(2) if the Court issues a decision preventing him from continuing the

management, in particular if the proceedings or decisions about the local

jurisdiction, the time limit will start to run again under paragraph 1 of the date on

the disappearance of obstacles in the proceedings.



§ 98



(1) if the Court does not write, nor on the proposal, decides in

the time limit referred to in § 96 para. 1, the proposed write out


the day following the expiry of that period; This does not apply, if it was before

expiry of that period the proposal taken back effectively.



(2) the registration Court reflected the registration within 2 working days from the day on which the

such registration shall be deemed under paragraph 1 is carried out.



§ 99



The provision of section 98 shall not apply, if the implementation of the registration ongoing

criminal proceedings against a legal person or a performance penalty that was

stored under the law governing the criminal liability of legal persons, and

proceedings against them; in this case, the Court shall decide on the proposal

without undue delay.



§ 100



Registry court within 3 working days from the date of the registration

cross-border conversion under the law governing the conversion of business

companies and cooperatives sends a notification about this registration, and information on the

its contents, who leads the foreign public register in which the

registered foreign legal person interested in cross-border conversion.



§ 101



(1) a registered person and the persons who are under another Act entered into

the public register in the registration of a registered person may, within 1 month

from writing a proposal to seek at the register Court of deletion or changes

a registration effected under section 98; by default this period cannot be waived.

The provisions of § 78 para. 1 this does not prejudice.



(2) a person under another act to be recorded in the public register under

the registration of a registered person may, in the case of his removal from public

Register to seek changes in enroll even if only if it was made otherwise than

under section 98; the provision of section 102 shall apply mutatis mutandis.



Notification of registration



§ 102



On registration, carried out under section 92 and 98 registration Court shall inform participants of

control by sending an extract from public register containing this notation.

The notification shall send to the Court also to persons that are written according to the

another law in the context of the registration of a registered person. The listing must be sent

within 3 days of registration.



§ 103



On the entry of foreign legal persons providing legal services based on

another law, the registration of the branch or on the registration of the transfer

its registered office on the territory of the Czech Republic shall inform the Court of the Czech

Bar Association.



The consequences of the breach of the obligation to submit the documents



§ 104



President of the Chamber may impose a fine of a registered person if the

If you chose not to challenge the registration Court to him

fact or submit documents necessary for the decision in the proceedings

to initiate without an application or to submit a Charter, which according to this

or another law to be based on the collection of documents; riot

a fine may be imposed in the amount of 100 000 €.



§ 105



If the person fails to meet the obligations of the registered pursuant to § 104 repeatedly, or may

such a failure to have serious consequences for third parties and it is on that legal

interest, the commercial court of its own motion to institute proceedings about the cancellation of

registered persons with liquidation; Commercial Court of this fact registered

the person will notify you and provide it with a reasonable period to remedy deficiencies.



Section 106



(1) for disobeying the challenges under section 104 with serious consequences for third

a person is considered to be, in particular, failure to submit updated documents under section

66 (a). a) to (c)), and (j)).



(2) it shall be deemed that the Member of the Board of a legal person

fulfilling the obligations under section 105, violates the care and diligence.



§ 107



Consequences of breach of duty in relation to business documents and

the website of the company



The provision of section 104 shall apply mutatis mutandis, if the registered person on their

business papers information provided for another law ^ 13) or fails to

the continuous disclosure obligation of compulsory facts way

allowing remote access under the law governing legal relations

commercial companies and cooperatives ^ 14).



PART THREE



REGISTRATION OF NOTARY PUBLIC



Enrollment assumptions by a notary



section 108



The notary shall be entered at the request of the person authorized to submit the application for registration,

If



and) facts have backing in the notarial writing for writing to

the public register or in the official minutes of the decision of the authority

legal persons are set out under another Act (hereinafter referred to as underlying

notarial deed "),



(b)) the underlying representation of a notary, notarial deed includes that content

legal action is in accordance with the law and with the founding

the conduct of a legal person, where appropriate, that the formalities or

legal proceedings to which they are a legal entity or its authority shall,

or



c) notaries were submitted to all the documents that this or other law

required for registration in a public register, or for the establishment of the collection

of documents.



section 109



They are to be certain of the legal proceedings carried out until after the decision of the authority

a legal person or another legal act, which is the underlying

a notarial deed, the notary will perform the registration in a public register only, if

their execution witnessed by a notary's registration for a certificate for registration in the

public register of written under the law governing the position of notary public

and its activities (hereinafter referred to as "notarial deed of certificate").



§ 110



Registration in a public register of the notary, who performs the underlying

a notarial deed. If it is to be written in the public register by a notary

based on multiple underlying notarial entries, where appropriate, on the

the basis of the notarial act for a certificate, a notary will perform the registration only,

He wrote to all such notarial acts.



§ 111



At the request of the person authorized to submit the application for registration shall register

of the facts of the notary who drew up the certificate by another

the law, if it is a certificate



and) to make, and the completion of formalities for the transfer of registered office

According to the Council regulation of the European communities on the Statute of the European

company (SE), or by a Council regulation of the European communities on

Statute for a European cooperative society and the laws adopted

implementation,



(b)) the fulfilment of the statutory requirements for registration of European

company or European cooperative society resulting from a merger, or



(c)) the fulfilment of the statutory requirements for registration of cross-border

conversion.



§ 112



If the conditions of § 108 to 110 are met, the notary refuses to make

registration in a public register; This does not prevent a registered person may submit a proposal to

registration pursuant to § 78.



The implementation of registration of notary public



§ 113



The conditions are met to write the required written

the facts, makes the notary registration under this or another act to

the public registry remote access without undue delay after the submission of

the application for registration.



section 114



(1) the notary documents submitted in paper form and

based in a collection of documents, converted into electronic form,

unless their nature does not allow. Together with electronic copies of the

the underlying of a notarial act, issued by another law,

the documents in the first sentence, after registration without undue delay

Inserts a remote access to a collection of documents. When the procedure pursuant to § 111

Inserts the notary the collection of documents an electronic copy of the notarial also

the registration of the certificate.



(2) the notary documents submitted in paper form and

that is not the collection of documents, converted into electronic form and

without undue delay, send the competent court is rejstříkovému.



(3) a notary shall deliver without undue delay after registration to the competent

the Court of rejstříkovému, which by their nature does not allow

their conversion into electronic form referred to in paragraph 1 and 2.



section 115



Notary shall issue to the person registered according to § 113 of the public register

certified output from the information system of public administration according to law

relating to the information systems of the public administration "^ 1"); the provisions of paragraphs 4 and 5

shall apply mutatis mutandis. This output will send a notary within 3 working

days from the date of registration also persons who are entered in a public

register under another act in respect of the registration of a registered person.



§ 116



Error in writing and in numbers, as well as the other obvious inaccuracies in writing

corrects the notary who made the registration at any time and without the design, and shall notify the

the registered person by sending an extract from public register containing

This fix; the provision of section 102 shall apply mutatis mutandis.



§ 117



Defense against registration of notary public



Registered person, as well as persons entered in connection with its registration,

at the registration court may seek erasure or changes in enroll

carried out by a notary or restore the original registration under the same

the conditions under which the same may claim against registration index

by the Court.



§ 118



The nature of the registration of notary public



If this or any other Act to write certain facts by the Court,

This means also write a notary public under this part of the Act.



PART FOUR



COMMON, TRANSITIONAL AND FINAL PROVISIONS



§ 119



This law incorporates the relevant provisions of the European Union ^ 15).



§ 120



Unless otherwise provided for in this law shall apply to the proceedings on the application

on the registration provisions of the law governing civil proceedings.



§ 121



(1) the trade union organization, the international trade union organizations and their


auxiliary organizations, employers ' organizations and international organizations

employers and their auxiliary organizations arise from the day following

After the date on which it was delivered to the Court a notice establishing the rejstříkovému

the legal person.



(2) the registration Court shall register within 5 working days.



(3) the provisions of title II of part one, the second and third parts of the writing

the formation of trade unions, international trade unions and their

the affiliated organizations, employers ' organizations and international

employers ' organizations and their affiliated organizations do not apply.



§ 122



(1) a registered person shall adapt within 6 months from the date of entry into force of

of this Act, the registered status of the condition required by law, unless the

This is a person enrolled in the Federal Register.



(2) the person entered into the Federal Register adjusts to 3 years from the date of

entry into force of this Act, the registered status of the State requested that

by law.



(3) if the registered person will not adapt to the registered status, the State requested that

by law, within the time limit referred to in paragraphs 1 and 2, the Court shall invite it

and down in the call for an additional reasonable period of time to comply with this

obligations; If additional time in vain, on a proposal from the Court of

the registration court or person on a legitimate interest,

registered person be cancelled and order its liquidation.



§ 123



(1) the commercial register according to the existing legislation, a day

entry into force of this Act shall be deemed for the commercial register according to the

of this Act.



(2) the Foundation index according to the existing legislation to the date of application

the effectiveness of this Act considers the Foundation an index under this

the law.



(3) the register of non-profit companies under existing laws,

up to the effective date of this Act, be deemed to register

non-profit company under this Act.



(4) the register of owners of units in accordance with the existing laws,

up to the effective date of this Act, be deemed to register

owners of units under this Act.



§ 124



(1) the register of interest Association of legal entities in accordance with the existing

the legislation is considered by the Federal Register under this Act.



(2) for the purposes of this Act, exercise the competence of regional authorities in the

the area of registration of interest Association of legal entities registration

the courts.



(3) regional authorities shall transmit within 1 month after the entry into force of this Act

the competent courts of the index files.



(4) information which the Court takes over from the register of persons

writes without control.



section 125



(1) registration of civic associations, trade unions, organisations

employers and their organizational units, which are entitled to

Act on your behalf, led by the Ministry of the Interior pursuant to Act No. 83/1990

Coll. on Association of citizens, as amended, shall be deemed to

Federal Register under this Act.



(2) the Ministry of the Interior shall transmit to the competent courts in the index 3

months after the date of entry into force of this Act and within 1 month after the date of

entry into force of this Act in electronic form on civil

the Association, its organizational unit, the trade union organization, the international

the trade union organization and its auxiliary organization, organization

of employers, international organization of employers and its auxiliary

Organization of data on



and, name)



(b) the registration number),



(c) the identification number of the person)



d) date,



(e)) the legal form and



f) Headquarters expressed reference code address space-bound reference

the indication of the address in the basic territorial identification register.



(3) data that the commercial court will take over from the register of persons

writes without control; This registration obligation is fulfilled in accordance with § 3045

paragraph. 2 of the civil code.



§ 126



(1) international non-governmental organizations, which have been under Act No.

116/1985 Coll., on conditions for the activities of organisations with an international element in the

The Czechoslovak Socialist Republic, as amended,

allowed to engage in any activity, are considered as legal entities which have established

in the Czech Republic the foreign branch Association under the civil code.



(2) the international non-governmental organizations and the special organization for

representation of the interests of the United States in the international non-governmental

organizations that have been set up or which were allowed to be based in

The Czech Republic according to Act No. 116/1985 Coll., on conditions for the activities of the

organisations with an international element in the Czechoslovak Socialist

Republic, as amended, shall be regarded as associations according to the

of the civil code.



§ 127



(1) the register of international non-governmental organizations and their organizational

units which are authorized to act on your behalf, led by the Ministry of

of the Interior, pursuant to Act No. 116/1985 Coll., on conditions for the activities of the organization with

an international element in the Czechoslovak Socialist Republic, as amended by

amended, shall be considered as the Federal Register under this

the law.



(2) the Ministry of the Interior shall transmit to the competent courts in the index 3

months after the date of entry into force of this Act and within 1 month after the date of

entry into force of this Act in electronic form by the international

a non-governmental organization of the data on the



and, name)



(b)) the number of rules,



(c) the identification number of the person)



d) date,



(e)) the legal form and



f) Headquarters expressed reference code address space-bound reference

the indication of the address in the basic territorial identification register.



(3) data that the commercial court will take over from the register of persons

writes without control.



§ 128



After a period of 3 years from the date of entry into force of this Act shall issue registration

the Court on persons subject to section 124 to 127, instead of officially

a certified copy referred to in § 4 only the certificate of registration of the legal person in the

the public register.



§ 129



Regulation (EEC)



Shall be repealed:



1. Act No. 116/1985 Coll., on conditions for the activities of the organization with

an international element in the Czechoslovak Socialist Republic.



2. Part three of the Act No. 159/2006 Coll., amending Act No. 326/1999

Coll. on the stay of foreigners on the territory of the Czech Republic and amending certain

laws, as amended, and some other laws, including

the title.



3. Part seven of Act No. 227/2009 Coll., amending certain laws in the

connection with the adoption of the law on basic registers, including the title.



4. Part five of law No. 424/2010 Coll., amending Act No. 111/2009

Coll., on basic registers, as amended by Act No. 100/2010 Coll., and more

related laws, including the title.



§ 130



The effectiveness of the



This Act shall take effect on 1 January 2000. January 2014.



Zeman in r.



Samantha r in r.



1) Act No. 367/2000 Coll., on public administration and information systems of the

amendments to certain other laws, as amended.



2) Act No 111/2009 Coll., on basic registers, as amended

regulations.



3) § 54 para. 4 of law No. 90/2009 Coll., on commercial companies and

cooperatives (law on commercial corporations).



4) § 256 paragraph. 3 of law No. 90/Sb.



5) § 1761 of the civil code.



6) § 63 to 67 of Act No. 90/Sb.



7) section 68 of Act No. 90/Sb.



8) § 33a of the Act No. 125/2008 Coll. on transformation of trade companies and

cooperatives, as amended.



9) § 255 of law No. 90/Sb.



10) section 39 of Act No. 111/1998 Coll., on universities and amending and

supplement other laws (the law on universities).



11) § 2180 para. 1 of the civil code.



12) § 258-261 of the civil code or section 191 to 193, § 428 to 430 and

§ 663 Act No. 90/Sb.



13) Section 435 of the civil code.



section 7 of the Act No. 90/Sb.



14) section 7 of the Act No. 90/Sb.



15) Fourth Council Directive 78/660/EEC of 25 September 1992. July 1978, based

on the article. paragraph 54. 3 (b). g) of the Treaty, on the annual accounts

certain types of companies.



Sixth Council Directive 82/891/EEC of 17 May. December 1982, based on the

article. paragraph 54. 3 (b). g) of the Treaty, of the Division of public limited liability companies.



Eleventh Council Directive 89/666/EEC of 21 December 1988 December 1989 on

disclosure of branches opened in a Member State of certain forms of

companies governed by the law of another Member State.



European Parliament and Council Directive 2005/56/EC of 26 July 2000. October 2005

on cross-border mergers of limited liability companies.



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

members and third parties required from companies in the Member States

within the meaning of article 87(1). 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 limited liability companies with

the sole member.



Directive of the European Parliament and of the Council of 2011/35/EU of 5. April 2011

mergers of public limited liability companies.



Directive of the European Parliament and of the Council of 2012/30/EU of 25. October 2012

on the coordination of protective measures, which are to protect the interests

members and third parties required from companies in the Member States


within the meaning of article 87(1). 54 second subparagraph of the Treaty on the functioning of the European Union

When the establishment of limited liability companies and the maintenance and modification of their

capital, in order to achieve equivalence of those measures

(recast).