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).