On The Transformation Of Commercial Companies And Cooperatives

Original Language Title: o přeměnách obchodních společností a družstev

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Read the untranslated law here: https://portal.gov.cz/app/zakony/download?idBiblio=66974&nr=125~2F2008~20Sb.&ft=txt

125/2008 Sb.



LAW



of 19 December 2003. March 2008



on the transformation of commercial companies and cooperatives



Change: 215/2009 Sb.



Change: 227/2009 Sb.



Change: 355/2007 Sb.



Change: 167/2009 Sb.



Change: 303/Sb.



Parliament has passed the following Act of the United States:



PART THE FIRST



GENERAL PROVISIONS



TITLE I OF THE



BASIC PROVISIONS



§ 1



(1) this Act regulates the conversion of commercial companies (hereinafter referred to as

the "company") and cooperatives, and incorporates the relevant provisions of the European

Union ^ 1).



(2) the conversion for the purposes of this Act, the merger of the company or

cooperative distribution companies or cooperatives, the transfer of assets to

partner, change of legal form and cross-border transfer of the seat.



(3) in the cases referred to in paragraph 2 shall be governed by the provisions of this

the law. If some of the questions addressed by these provisions, the

provisions of the Act, which regulates the legal relations of business

companies and cooperatives, and of the Civil Code concerning the conversion of legal

people or about the transfer.



§ 2



The obligation of disclosure provided for in this law is fulfilled their

publication in a trade journal.



§ 3



(1) a Member State shall, for the purposes of this Act, the Member State

The European Union or other State forming the European economic area.



(2) the Entrepreneur shall for the purposes of this Act, the



and) a person registered in the commercial register,



(b)) a person who conducts business on the basis of trade licence,



(c) a person who conducts business) based on other than a trade licence

under special legislation,



d) person who operates agricultural production and is registered in the register of

under special legislation, or



(e)) a foreign person (section 59b), which has the right to do business in another Member

State other than the Czech Republic.



(3) the Person interested in the conversion for the purposes of this Act, the



and when the merger or Division) of the participating company or concerned

cooperative (section 63 and 246),



(b)) in the transfer of assets to the company being acquired and the acquiring shareholder

Companion,



(c)) when you change the legal form of the company or team changing its legal

form, or



(d)) for cross-border transfer of foreign legal entity

transferring its registered office in the Czech Republic or the Czech company or

transferring its registered office to another team member State other than the United

of the Republic.



§ 4



(1) if it has not been started with a distribution of liquidation value, it is

conversion company or cooperative permissible even in the event that the company

or team have already entered into liquidation,



and shareholders) by decision of the general meeting or meeting of members,



(b)) the expiry of the period for which it was founded,



(c)) the achievement of the purpose for which it was established, or



(d)) by a court decision on the abolition of the company or of the liquidation team,

If the Court annulled its decision on the dissolution of the company or

of the cooperative.



(2) activities to transform the companies or cooperatives, which are

in disposal, provides statutory authority for this company or

of the cooperative.



(3) Converts to a company or cooperative, which are in liquidation of the

the ground provided for in paragraph 1 (b). (b)), or (c)), and that do not have when you

the conversion of the crease, it must also contain the change project

the founding of the legal proceedings concerning the period of their duration or

the purpose for which they were based.



(4) Converts to a company or cooperative, which are in liquidation of the

one of the reasons mentioned in paragraph 1, the liquidation is terminated on the date on

When the companions or the competent authority approved the company or cooperative

the conversion.



(5) the liquidation shall be renewed on the day of the decision of the Court of

the invalidity of the



and) project conversion, or



(b)), the General Assembly resolution on the approval of the conversion, the resolutions of the members ' meeting

for approval of a conversion, the resolution of the Assembly of delegates for approval of a conversion,

the decision of shareholders outside the general meeting for approval of the conversion,

the decision of the sole partner for approval of a conversion, or consent

Associates a public company or limited partnership with

conversion (hereinafter referred to as "the annulment of the decision of approval of conversion").



(6) disposal of renewing and



and date) time shall expire 12 months after the applicable date of merger, Division

or transfer of property to a shareholder, if not at this time a proposal on

registration of the merger, Division or transfer of assets to the partnership business

the register,



(b)) the acquisition of the decision of the Court shall reject the application for registration

the conversion in the commercial register, or



(c)) on the day on which expires the period of three months from the date of acquisition of legal power

judgment of the Court will reject the application for registration of converted into the commercial

the register, unless within that period an application for registration of the same conversion

again.



Section 4a



(1) the Court shall revoke its decision on the dissolution of the company or cooperative on the

design companies or cooperatives, which participate in the conversion, if



and the reason has ceased to exist) that was cancelled, the company or cooperative



(b)) the company or team have not yet been purged from the business

the register and the



(c)) the Court is submitted to the project drawn up by the persons participating

on the conversion.



(2) If a liquidator of the company or cooperative appointed by the Court in

cases other than in connection with court decision on cancellation

company or cooperative, the Court may annul the decision of shareholders,

the general meeting or meeting of a dissolution of the company or cooperative.

The proposal must be accompanied by the conversion project, drawn up by persons

involved in the transition.



(3) if the Court decides in accordance with paragraph 1 or 2, the effects referred to in paragraph 4 of the

paragraph. 4 there will be, until the decision acquires legal force.



§ 5



Conversion company or cooperative is permissible, even if it is

insolvency proceedings, as well as in the event that the decision on

the bankruptcy.



Section 5a



(1) if the opening balance sheet of the acquiring company with limited liability

limited or public limited liability companies shows that the total loss

the acquiring company as a result of the conversion of such reaches above, that when the

the payment of funds accumulated loss

at least half of the share capital or it can be used with regard to all

the circumstances assumed effective date of conversion cannot be greater than the

copy of the project of conversion and conversion can be registered in the commercial

the register, only if the persons involved in the transformation of the expert shall be documented

opinion of the Court, from which it is apparent that the conversion will not cause the decline of the acquiring

the company.



(2) are not complied with the requirements set out in paragraph 1 and the conversion will be

still, registered in the commercial register, the Court's own motion the acquiring

the company will cancel and order its liquidation, unless the opinion pursuant to

paragraph 1 has been submitted to, but not later than in the course of the proceedings.



§ 6



(1) the decision to cancel the conversion company or cooperative shall

in the same way as a decision on the approval of the conversion.



(2) unless it is a conversion, involving only one person can be

decide to cancel the conversion, which was approved by all persons

involved in the conversion, just in case there was a legal fact, with

which is linked to the disappearance of the commitments of the project of conversion.



§ 7



Companion or the person involved in the conversion may waive the manner

referred to in section 9



and the right to call)



(b) the right to exchange the shares) when the merger or Division,



(c)), the right to compensation,



(d)) the right to buy back its shares when the merger or Division of public limited liability

the company,



(e)) the right to bring the proposal to determine the invalidity of the project of conversion and the proposal for the

no invalidity decision on approval of the conversion,



f) in the case of a shareholder of the company with limited liability, rights on the

sending documents in the conversion of limited liability company; If

the companion gave up their right to send documents, it shall be deemed that the

He gave up the right to send all the documents provided for in this Act, or



g) other rights, even those which arise in the future, if he provides

is this Act in connection with the conversion of companies or cooperatives,

If this law does not provide for something else.



Section 7a



A waiver of the share Exchange



(1) a resignation of a partner or the right to exchange a share, expires on the date

registration of the merger or the Division in the register of its participation in the

of the company, without the right to settle and does his participation in the

the acquiring company or cooperative. When separation remains

partner or a member of the distributed by companies or cooperatives. This is not a

without prejudice to the provisions of § 249 para. 2 and 3.



(2) if the resignation of a partner or a member of the rights referred to in paragraph 1,

participation in the company or the company being divided or team is when you

copy of the draft terms of merger or Division, or not taken into account for the purposes of

the determination of the exchange ratio of shares.



(3) waiver of the right to exchange the shares after the copy of the project of conversion shall

prohibited.



(4) the shareholder company with limited liability or joint-stock company

cannot waive the right to exchange the share, if in each of the acquiring

the company didn't stay at least 1 companion.



(5) the companion to a public company or limited partnership


cannot waive the right to exchange the share, if in each of the acquiring

the company didn't stay at least 2 shareholders.



§ 8



Companion or the person involved in the conversion may give consent

the manner set out in section 9, any report relating to the

conversion, required by law, will not be drawn up, unless it is a

report on the audit of the financial statements.



§ 9



(1) if the partner or the person involved in the transformation of the pays

their rights referred to in section 7 or gives consent in the cases defined

in section 8, waiver or consent must



a) be in writing with a notarized signature, or



(b)) to be granted to the general meeting of the company with limited liability or

joint-stock company or membership meeting of the cooperative; a declaration of surrender

the right or the consent of the general meeting or the membership meeting

the official minutes of the decision of the general meeting or the Member

the meeting.



(2) the waiver or consent can occur at any time thereafter,

What is a companion or member becomes aware of the initiation of the preparation of the conversion. This is not a

without prejudice to the provisions of Section 7a para. 3-5.



(3) a waiver or consent has a legal effect as against

any successor in title of a shareholder or member.



TITLE II



SOME OF THE PROVISIONS OF THE ACCOUNTING AND VALUATION



§ 10



(1) the record date shall be determined only when the merger, Division or transfer of assets

the companion.



(2) the separation of the vesting day effects in

relation to the negotiations relating to property or debt, which have

According to the project the Division go to the acquiring company or

team.



(3) the record date cannot precede by more than 12 months of the date on which

It will be filed for registration of the conversion in the commercial register. As

the record date may be determined no later than the date of registration of the merger, Division

or transfer of property to a partnership in the commercial register. Determine if the

the project of the conversion of a later date, the record date shall be deemed the date of registration

the conversion in the commercial register.



§ 11



(1) the final accounts shall be drawn up as ordinary or extraordinary

the financial statements. When the final accounts are required when changing the

legal form, shall draw up, on the date preceding the date on which the

change of legal form is registered in the commercial register.



(2) upon merger, Division or transfer of assets to the partnership with the interim

financial statements are drawn up only if the last annual or

extraordinary financial statements, where applicable, the final financial statements of the

information on the date, at the date on which the copy of the project, merger, Division or

transfer of assets for more than 6 months have elapsed. From the date on which it is built

interim financial statements, to the delivery of copy of merger, Division of

or transfer of property to a shareholder shall not pass more than 3 months.



(3) If a requires opening balance sheet when change of legal form,

building on the date on which the change of legal form is written to the

the commercial register.



(4) the provisions of paragraphs 1 to 3 shall not apply when the transfer of assets to the

the successor of a shareholder who is not an entity.



§ 11a



(1) interim financial statements in accordance with § 11 para. 2 is not required for people

involved in the conversion, if published half-yearly financial report

under the law governing the capital market and

expose it to the shareholders or members in the manner prescribed by this

by law for the interim financial statements.



(2) interim financial statements in accordance with § 11 para. 2 also does not require

If all the members of all persons involved

on the transformation of the permission.



section 11b



If the opening balance sheet of the enterprise for the purpose of conversion

companies or cooperatives, must be connected to a comment in which

It is described, in which the opening balance sheet items were taken items

resulting from the final accounts of the persons involved in the

conversion or how else was loaded with them.



§ 12



(1) the conversion of all persons involved in the transformation of the validate final

financial statements or interim financial statements by the Auditor, if

at least one of the persons involved in the conversion has to verify

the final financial statements or interim financial statements by the auditor referred to in

the law on accounting.



(2) if they have the duty to verify the final accounts auditor

all persons involved in the transformation of leading accounting, are

all of the acquiring company or cooperative, or transposing

Companion, if an entity, the company being divided or cooperative

or the company or cooperative after the change of legal form required to leave

Verify the opening balance sheet auditor.



(3) this law-joint-stock company the obligation to make available to the

or provide shareholders in connection with the conversion of any financial

statements, make available or provide with her always and annual report

relating to the financial statements.



section 13 of the



This Act requires a valuation company or cooperative

by an expert opinion, it is not the reason for the change of the accounting

company or cooperative, unless a specific law provides something

another.



§ 13a



This Act imposes an obligation to purchase the share or to pay a share of the

the company being acquired or acquiring company or cooperative, its

the price or amount of the settlement on the date on which the shareholder participation in the

of the company or membership in the cooperative member, unless otherwise specified in this

the Act of something else.



§ 13b



The valuation for the purposes of this Act are permitted only in General

recognized objective valuation method corresponding to the purpose of the awards, for which

the valuation is carried out.



TITLE III



PROJECT CONVERSION



Part 1



General provisions



§ 14



(1) the conversion of the company or of the cooperative shall be carried out according to a written

project conversion.



(2) change the founding legal act that occurs as a result of

the conversion occurs on the basis of the amendments contained in the project at the date of conversion

the registration of the conversion in the commercial register. The provisions of the Act, which

regulates the legal relations of the trading companies and cooperatives, amending

the founding of legal action in such cases do not apply.



(3) the provisions of the Act, which regulates the legal relations of business

companies and cooperatives, on the procedure for the formation and incorporation

or to the conversion of a cooperative shall not apply, unless so provided by law.

The founding legal act is replaced by the conversion project.



§ 15



(1) the draft terms of conversion shall prepare a person involved in the conversion, or the Board

the Council. If a person participating in the transformation of a legal person,

fulfilment of this obligation, statutory authority. Draft terms of conversion shall be signed by

all persons involved in the transition.



(2) the date of the conversion project is the day when the conversion project

meets all the requirements of the legal acts required by this Act.



(3) the draft terms of conversion shall



and) be approved in the same terms the partners or members of the people

involved in the conversion of their general meetings of Member

meetings of the manner provided by law, unless such approval

does not require



(b) contain the information required by law) and



(c)) to be approved, as amended, which was published in accordance with § 33 or

published under section 33a; the provisions of the 72, 252 and 362 are not affected;

correction of obvious errors in the writing and in the conversion project will not be considered

for a change in its wording.



(4) the draft terms of conversion takes the form of a notarial act,



and if the project) is not the conversion of approved partners or members of any of the persons

involved in the conversion of their general meetings of Member

meetings, or



(b)) in the case of the project of conversion of a public company or

the limited partnership.



section 15a



(1) if required to transform one or more administrative authorities

under special laws or by the directly applicable provisions of the European

the Union may be an application for registration of the conversion in the commercial register submitted to

After the decision, which has given consent to the project

the conversion of most of them. The acquisition of the decision of any

the competent administrative authority, which does not grant consent to the conversion, the

project cancelled. The legal effects of the project of conversion of no longer exist

the date on which such a decision of the administrative authority by a court decision

finally cleared.



(2) if the consent of the administrative authority the presumption with the project

transformation under special legislation, or by directly

of the applicable legislation of the European Union, it is for the creation of the right to submit a proposal on the

registration in the commercial register pursuant to paragraph 1, the decisive date from

which the presumption of consent applies.



section 15b



The cancellation of the project of conversion of



(1) the draft terms of conversion shall be repealed on the day also



and) final court decision which rejected the application for registration of the conversion

in the commercial register,



(b)) in which the period of 12 months from the effective date of the merger, Division or

transfer of assets to the partnership, if at this time of an application for registration of

the merger, Division or transfer of assets to the partnership business


the register, or



(c)) in which the period of 3 months from the date on which the decision

the Court rejects an application for registration in the commercial register, transformed

unless within that period an application for registration of the same transformation again.



(2) the person interested on the conversion, which caused the cancellation of the project

the conversion of any of the operations referred to in paragraph 1, shall be responsible for any damage,

that result.



§ 15 c



Changes in the persons of members referred to in the conversion project



(1) if at the time of the publication of the project of conversion pursuant to section 33 or its

publication in accordance with § 33a into the registration of the conversion in the commercial register to the

change in the person of a shareholder or member of a person involved in the transformation of that

It is listed in the project of conversion shall not constitute such a change for change

the project, unless it is a shareholder or member who is at the same time the person

interested in converting.



(2) a person involved in the transform are required to change in the person of companion

or its member without undue delay after it is brought to their attention,

report the same way as published under section 33 or altarpieces

According to section 33a of the conversion project.



(3) if required by a change in the person of a shareholder or member of a person

involved in the conversion, whose market share is, in the company being acquired

or the team or in the acquiring company or cooperative agreement

partners or members, or by the competent authority of the company or

cooperatives, paragraph 1 shall apply only if



and shareholders or members of) the competent authorities responsible for approval of the conversion in the

all persons involved in the conversion will be about the change in the person of companion

or member informed at the latest on the approval of the project of conversion and the



(b) with a change in) the consent of the person or a member of a partner grants to

required majority along with the approval of the project of conversion.



(4) the consent referred to in paragraph 3 may be granted after approval of the project

conversion, if a change in the person of a shareholder or member, occurred in the period from

approval of the project of conversion into the registration of the conversion in the commercial register.



(5) if there is a change in the person of a shareholder or member, pursuant to paragraphs 1 to

4, amended the draft terms of conversion so that the place of the existing shareholder or

Member, started his legal successor. The statutory body of the participating

companies or cooperatives, in which there was a change in the person of companion

or member, or a statutory body of the company or cooperative, which amended

its legal form, shall draw up the full text of the project of conversion and delivers it to the

without undue delay, to the other parties involved in the transition.



(6) the full text of the project of conversion and the full text of the social contract,

the memorandum or articles of Association, together with documents proving the change

in the person of a shareholder or member shall be attached to the application for registration of conversion to

the commercial register.



Part 2



Approval of conversion in a public company and limited partnership

company



section 16 of the



(1) the conversion of public companies and limited partnerships must

be agreed to by all partners. The signature of the partnership must be officially

authenticated.



(2) the signature of a partner on the project of the conversion are viewed as consent

referred to in paragraph 1.



Part 3



Approval of the conversion of the limited liability company



§ 17



(1) the conversion of the limited liability company must be approved by the General

tons of companies with limited liability, unless otherwise provided by this law

another.



(2) the conversion must be approved by at least three-fourths of the votes

the shareholders present at the general meeting, unless otherwise provided by this law

another. The partnership agreement may require a higher number of votes or

the fulfilment of the other requirements. Requires a social contract to one

the decision of the three-fourths majority of the votes is higher than the present

Associates, a majority for the adoption of a decision on

approval of conversion, unless the partnership agreement of the acquiring company

requires the same matters with the same majority.



(3) the decision of the General Assembly on the conversion must be made of the notary

writing attachment conversion project.



(4) if the General Assembly does not approve the conversion, in the notarial registration must

be mentioned shareholders, who voted for the approval of the

conversion.



(5) in the official minutes of the decision of the general meeting to approve the merger or

the Division must be mentioned by people who voted against

approval of the merger or the Division.



section 18



(1) the shareholders who did not vote in the General Assembly, may experience

consent with the transformation. Consent of a partner must have the form

a notarial deed of legal proceedings, attachment conversion project

and the company must be delivered within 1 month from the date on which the General

meeting.



(2) if the General Assembly resolution adopted on the basis of additional

the consent of a partner granted outside the general meeting shall notify the statutory

authority of its adoption in the manner prescribed for the convening of the meeting within 15

days of its receipt.



(3) the provisions of § 19 para. 2 about disagreeing with the transformation to a partner

apply mutatis mutandis, if the notice of its disapproval within the time limit referred to in paragraph 1.

Included in the notice of opposition with the transformation can also be a performance

shareholder of the company pursuant to § 376. If it is not part of the notice of

disagreeing with the transformation of a partner and his departure from the company, you must

be pursuant to section 378 appearances delivered to the company no later than 30 days

the date on which the shareholder learned of the fact that the decision of the general meeting of

the conversion was adopted, on the basis of the notification referred to in paragraph 2.



§ 19



(1) for approval of a conversion can decide the general shareholders

the pile. Time for the expression of a shareholder shall not be less than 2 weeks from

the delivery of the draft decision.



(2) if it is the right of a partner to withdraw from the company pursuant to this

the Act subject to his vote against the conversion project, has the right to

step out of the company under this Act when approving conversion

by decision of the general meeting of shareholders outside of just the one partner who

expressed its disagreement with the transformation at the time referred to in paragraph 1; expression of will

an unmatched companion must be in writing.



(3) the notice of disagreement with the transformation can also be a performance

shareholder of the company under section 377.



section 20



(1) If, as a result of the merger or Division has the rights

members or some of them, or if as a result of the merger or

distribution of all or some partners have created a new

obligations, requires the merger or to divide the consent of all

members whose legal status is thus changing.



(2) if required the social contract of a participating company

consent of a companion with a transfer of the share, a merger or

to divide the consent even of that shareholder.



(3) If, after the merger or Division to restrict the transferability of shares,

requires the merger or to divide the consent of all the shareholders.



(4) if it is not in some of the participating companies have not yet entered the full

the repayment of all deposits in the commercial register is required for the merger or to

the distribution of the consent of all the shareholders of all the participating companies; It

does not apply if the merger or Division of the acquiring company joint stock

the company.



(5) the consent of a partner referred to in paragraphs 1 to 4 may be granted the vote

at the general meeting that will decide on the conversion, or General

a pile of the procedure under section 18 or 19.



section 20a



The decision on transfer of assets to the partnership requires the consent of at least

90% of the votes of all the shareholders of the company.



Part 4



Approval of the conversion into joint-stock company



section 21



(1) the conversion of a public limited company must be approved by the General Assembly

joint-stock company, unless this Act provides otherwise.



(2) the conversion must be approved by at least three fourths of votes of shareholders

those present at the general meeting, unless otherwise provided by this law is something else.

The statutes of the public limited-liability company may require a larger majority or fulfill the

other terms and conditions.



(3) if the Corporation has released several classes of shares, and

approval by at least three quarters of the votes of shareholders for each type of

shares.



(4) the decision of the General Assembly on the conversion must be made of the notary

writing attachment conversion project.



(5) if the general meeting of the exchange ratio, with uneven distribution

According to section 22 para. 2 does not approve, in notarial registration must be specifically

listed shareholders, who voted to approve the conversion, with an indication of

the number or numbers of the species, forms and nominal value of the shares to which

voted as follows.



(6) in the official minutes of the decision of the general meeting to approve the merger or

the Division must be mentioned by people who voted against

approval of the merger or Division, with the indication of the number, or numbers,

the type, form and nominal value of the shares to which voting this way.



section 22



(1) the Division of public limited liability companies with uneven exchange ratio

shares must be approved by at least 90% of the votes of all the shareholders of the company

or distributed by the company. If the company being acquired or split.

the company has issued several classes of shares, it is required to achieve that majority for


each type of shares separately. The provisions of the Act, which governs the legal

ratios of commercial companies and cooperatives, on the prohibition of the exercise of voting

the rights to vote of the Division, with uneven exchange ratio

do not apply.



(2) if the condition referred to in paragraph 1 are not met, and the General Assembly was

quorum, the shareholders, who were not present at the General

meetings, express their consent with the distribution with unequal Exchange

the ratio of stocks outside the general meeting. The consent of the shareholders must take the form of

a notarial deed of legal proceedings, whose annex is a project of

Division, and the company must be delivered within a period of 1 month from the date of

When held by the General Assembly for approval, with uneven distribution

the exchange ratio of shares.



(3) if the General Assembly resolution adopted on the basis of additional

the consent of the shareholders granted outside the general meeting, the Board of Directors shall notify the

its adoption in the manner laid down for convening the general meeting within 15 days from the

its adoption.



(4) a shareholder who was not present at the general meeting that

of the Division, with uneven exchange ratio, has a right to withdraw from

the company under this Act, if it is to have a successor company form

limited liability company, or to sell the shares of the acquiring

the company under this Act, if it is to take the form of joint-stock company,

only if expressed its disagreement with the allocation, within the time limit referred to in paragraph

2.



(5) the notice of disagreement with the Division can also be a performance

the shareholders of the company pursuant to § 318, to have a succession company

the form of a limited liability company. If it is not part of the notice of

dissent shareholders with the distribution of his performances, must be

performances of the company pursuant to § 318 delivered to the company no later than

within 30 days from the day on which the shareholder learned of the fact that the resolution of the General

meeting on conversion was adopted, on the basis of the notification referred to in paragraph 3.



§ 22a



The decision on the transfer of assets to shareholders will require the agreement of at least

90% of the votes of all the shareholders of the company being acquired.



Part 5



Approval of conversion in the cooperative



Article 23 of the



(1) the conversion of a cooperative must be approved by the membership meeting of the cooperative.

The general meeting is quorate, if they are present at least two

thirds of all the members.



(2) the conversion of a cooperative must be approved by at least two-thirds of the votes

the members present at the membership meeting, unless otherwise provided by this law

another. The statutes of a cooperative may require a greater majority of the votes.



(3) a decision of the meeting of members of the cooperative on the conversion must be made

a notarial deed, whose annex is a project of conversion.



Part 6



Some of the provisions concerning the content of notarial entries



§ 23a



(1) If a notary a notarial instrument of approval of the conversion by the General

Assembly, the membership meeting or Assembly of the delegates of the parties involved

on conversion, contains the notarial deed of the decision body of a legal person

In addition to the Declaration the notary according to the notarial regulations also



and notary, statement) project is in accordance with the laws

regulations and the founding document of the persons involved in the conversion, or



(b) a notary that) the Declaration in line is not.



(2) If a notary a notarial instrument of legal proceedings for approval of

the conversion of a partner or the sole member, contains such a notarial

write a declaration the notary that attests and certifies the existence and

compliance with the legislation of all the legal acts and formalities, to which

a person is interested in the transformation required for decisions on the approval of the

the project of the conversion, including the conversion, and that the approval of the conversion is in accordance with the

law and founding legal act persons involved in the

the conversion. If these prerequisites are not fulfilled and the notaries is drafting a

a notarial act still required such notarial deed, the notary draws up a

and containing also its declaration that the prerequisites are not met.



(3) If a project take the form of a notarial deed on the legal

the negotiations, also includes such notarial deed of notary statement that

the conversion project is in accordance with the law and founding

legal person involved in the negotiations thereon. If the notary

drawing up of the project of conversion required, which is not in accordance with the laws

regulations and founding legal act persons involved in the conversion,

the notary a notarial instrument of project transformation draws up and presents in it their

a statement that the draft terms of conversion in this line is not.



Section 23b



cancelled



TITLE IV



THE REPORT ON THE CONVERSION



section 24



(1) statutory authority of each of the legal entities participating in the transformation of the

is required to handle a detailed written report on the conversion (hereinafter referred to as

"the report on the conversion of"), in which it will explain the draft terms of conversion.



(2) the report on the conversion must contain at least



and share exchange ratio of shares) the justification of the legal and economic

point of view, there is an Exchange, and clarification of the criteria used

for the distribution of shares in the recipient companies or cooperatives in the

distribution,



(b) justification of any supplements),



c) explanation of the measures in favour of the owner of each species of valuable

securities issued by a person involved in the conversion,



(d) a description of the difficulties that) occurred in the valuation of, or an indication that the

no difficulties were encountered,



(e)) position of economic and legal changes, shareholders or members

including changes to the scope of liability of shareholders of companies or members of cooperatives

or some of them, if the scope of the liability of the shareholders or members of the

or some of them, and



(f) the impact of the conversion to the lender) persons involved in the conversion, in particular from the

the standpoint of collectability of their claims.



§ 25



In a public limited company with monistickým running inner governance structure

handles the message on the conversion of the Management Board.



section 26



(1) if the placing of certain data in the report on the conversion may result in

major damage to the person involved in the conversion or controlling or

the controlled entity or form the subject of a trade secret of the person participating

on the conversion of or controlling or controlled by the person or is

classified information, under a special law, it cannot be in the report on

transformation of the State.



(2) the report on the conversion, however, must contain a communication, why the information referred

in paragraph 1 in it. Whether such facts exist,

shall be decided by the governing body or Board of legal person involved

on the conversion with the consent of the Supervisory Board or the Audit Committee, if

be established.



section 27 of the



The report on the conversion might not be handled if the



and) converted a public company or limited partnership

the company,



(b)) of the company limited liability company or joint-stock company

merge with his only companion,



(c)) are all members of a participating company with limited liability

its directors; in this case, the message does not purchase just for this

limited liability company, or



(d)) to all the members of all persons involved in

the conversion of your permission.



TITLE V OF THE



THE APPOINTMENT, REMUNERATION AND DISMISSAL OF AN EXPERT



section 28



The expert must be appointed by the Court, if this law requires



and valuation) persons involved in the transformation of expert, on a proposal from the

This person,



(b) review of the project of conversion of an expert), on the request of the person concerned

on conversion,



(c) review of the level of a reasonable settlement) in transfer of assets being acquired

company with limited liability or joint-stock company on

the successor of a shareholder by the expert, on the proposal of the company,

or



(d) review of the adequacy of the amount of the purchase) stock prices, or the adequacy of the

the amount of the share of the settlement provided by the shareholders in a merger, if it has

Division or change of legal form the right to buy back its shares or the right to

to withdraw from the joint-stock company procedure under this Act, on the

proposal for a person involved in the conversion, in which the participation of the shareholders shall cease to exist.



section 29



(1) a proposal for the appointment of a joint expert for more persons involved in the

the conversion given together all these people.



(2) the proceedings for the appointment of an expert or an appeal are the appellant

and the person or persons proposed for appointment or revocation of an expert. Court

It is not bound by the proposal of the applicant.



section 30



(1) the Court shall withdraw the appointed expert in the design of any person who

the proposal for the appointment of an expert, if the expert is violating a serious

in a way its obligations.



(2) the Court also revokes the appointed expert on proposal of the person shall certify

urgent legal interest, if the expert violates seriously its

obligations. In this case, the party to the proceedings and the one who the appointment

the experts, which is to be revoked, he said.



section 31



On the proposal for the appointment or revocation of an expert, the Court must decide within 15

days of receipt of the proposal.



§ 32



(1) a person who has applied to the Court for appointment of an expert, shall be borne by

the cost of its activities, including the remuneration of the expert. If the proposal submitted to the

the Court for the appointment of experts together more people, covers the costs of its

activities, including the remuneration of the expert, all such persons jointly and severally.




(2) the amount of the remuneration of the expert shall be determined by agreement. If the parties on the amount of

Rewards do not agree, it shall determine at the request of a party to a court that expert

his name was.



section 32a



The person interested in the conversion is required to provide an expert who

draws up an opinion for the purposes established by this Act, all information

and the documents that the expert considers it necessary to fulfil their task.



TITLE VI OF THE



INFORMATION ON THE CONVERSION OF



§ 33



(1) If a person is interested in the transformation of the registered in the commercial register,



and the collection of documents) saves the commercial register (hereinafter referred to as "collection

of deeds ") at least 1 month before the date on which the conversion is to be approved by the

manner prescribed by law, the draft terms of conversion and



(b) publish notice of the imposition) of the project of conversion of the collection of documents and

notice to creditors of their rights under section 35 to 39 at least 1

a month before the date of the conversion is to be approved in the manner prescribed

This Act.



(2) the company being acquired or cooperative when the merger or Division may

the obligations referred to in paragraph 1 to meet the recipient company or

team.



(3) for violation of the obligations referred to in paragraph 1 shall be those persons who

are the statutory body of the person involved in the conversion of or its members,

jointly and severally liable with the person.



§ 33a



(1) the provisions of § 33 shall not apply if the person concerned on the conversion

Publish draft terms of conversion and a warning for lenders on their rights

According to § 35 to 39 in a way allowing remote access, which is for

free to the public, so that the information is available in a simple

After entering your e-mail address in a way persons involved in the conversion of

(hereinafter referred to as the "website"), for at least 1 month before the date on

When the conversion is to be approved by the manner prescribed by law, up to the

the period of one month after its approval or disapproval.



(2) if the conversion is approved, the person shall so notify the

participating on the conversion, which published the draft terms of conversion referred to in paragraph

1, without undue delay on the website no later than the following

day, for a minimum period of 1 month. The same applies if there is a cancellation

the decision on the conversion or conversion project.



(3) If for any reason whatsoever to interrupt access to the continuously

website for longer than 24 hours, the person interested on the

the conversion required to file draft terms of conversion not later than the next

working day of the collection of documents, and as soon as practicable, publish

information according to § 33 para. 1 (b). (b)).



(4) the person interested on the conversion, which will publish the draft terms of conversion,

publish at least 1 month before the date on which you want the transformation

approved manner provided by law, a link to access the

the Internet site on which the project is published, and the date of the conversion

the publication of the project of conversion on the website.



section 33b



The use of the person concerned on the conversion procedure under § 33a, sufficient

way to secure the site and published documents signed by the

recognized electronic signature or shall affix a recognized electronic

mark.



§ 33 c



For violation of the requirement to publish the draft terms of conversion pursuant to section 33 or

publish by 33a, for violation of the obligations referred to in section 33b or

violations of the obligation to notify the disapproval of conversion, annulment of the decision of the

conversion or conversion project on the website in a timely manner and for the authenticity of

and completeness of the made available the document correspond to persons who are

the statutory body of a legal person involved in the conversion of or its

Members, jointly and severally liable together with the person.



§ 34



(1) each shareholder or member who so requests, has the right to

information relating to the other persons involved in the conversion,

If they are important in terms of conversion, from the date of publication of the notice of

Save the project to the conversion of the collection of documents or the disclosure project

the conversion of way under section 33a. The shareholders of the concerned joint-stock company

can request information under the first sentence only at the general meeting, which

has to approve the conversion.



(2) the person participating in the transformation of information be granted if



a) the disclosure would cause major damage to the person

involved in the conversion or controlling or controlled by the person,



(b)) this information is the subject of a trade secret or



(c)), the law governing classified information under the classified

information.



TITLE VII



THE PROTECTION OF CREDITORS



§ 35



(1) the creditors of persons involved in the conversion of his trade who logs on

claims within 6 months from the date of the registration of the conversion in the commercial

the register became effective against third parties, may require the provision

sufficient certainty, if as a result of the transformation will worsen the recoverability

of their claims. The mere lapse of the time limits this right ceases to exist.



(2) in the absence of the person concerned between the lender and the conversion or

the acquiring company or a cooperative agreement on the means of ensuring

claims, shall decide on detention, the Court, having regard to the nature and

amount of the claim.



(3) if the creditor demonstrates that, as a result of the conversion of substantial

manner will reduce the recoverability of the receivables and the person interested in the conversion of

did not provide reasonable assurance, may require the provision of adequate

certainty before registration of the conversion in the commercial register.



section 36



The right to the provision of a guarantee, lenders do not have the



and) who have a right to preferential satisfaction of its receivables in

insolvency proceedings,



(b)) who, for the purposes of insolvency proceedings considered to be secured

creditors, or



(c)) whose claims arose only after the registration of the conversion in the commercial

the register.



§ 37



(1) owners of convertible bonds and bonds and other

of the securities or of the participation of book-entry securities

securities other than shares, which carry special rights,

the conversion is effected against acquiring the same joint-stock company

rights as they had against the issuer. The share exchange ratio, which is recalculated

the existing law on the issue of securities or

book-entry securities law at issue

of the securities in the acquiring company or its

book-entry securities, shall be indicated in the project

the conversion must be fair and reasonable and must be re-examined as well as

the share exchange ratio of shares. Provisions on the right to call the

shall apply mutatis mutandis.



(2) the provisions of paragraph 1 shall not apply where a meeting of owners

These securities or all owners of such securities

expressed consent to the change of their rights or if they have these

the owners of the right, to the acquiring company or cooperative

such securities. For the redemption of these securities are

apply mutatis mutandis the provisions of § 146-151a.



§ 38



(1) the rights of the owners of the bonds according to a special law are not

the provisions of sections 36 and 37 apply.



(2) the provisions of section 35 shall not apply if the bond holders ' meeting

agreed with the transformation procedure by a special Act.



§ 39



The obligation to repay the deposit or the issue price of the shares is not affected by the conversion,

unless otherwise provided by this Act.



§ 39a



A person interested in converting, receiving public support, is

shall, not later than the date of publication of the project of conversion pursuant to section 33 or

its publication in accordance with § 33a announce start cooking conversion

the public aid, unless otherwise provided by special law

something else.



TITLE VIII



THE TRANSITION OF THE LIEN TO SHARE OR TO THE LOCAL SECURITY

IN A MERGER, SPLIT AND CHANGE OF LEGAL FORM



section 40



(1) if the shares were stopped or securities issued by the

the person interested in the conversion, and the lien takes the date of the registration

the merger, Division or change of legal status in the commercial register,

passes or extends the lien on shares or participating

securities, mortgage the borrower takes on the basis of pledged shares

or securities.



(2) if the pledged shares or securities in a merger

or the Division shall expire without replacement, but Lien

the debtor is no longer involved in the acquiring company, transferred the lien

the right to the shares or securities of the debtor of the lien

the acquiring company.



(3) if the pledged shares or securities in a merger,

Division or change of legal form will be considered void and the lien does not

nor does not extend under paragraphs 1 or 2, the pledgee has the right to

require the provision of sufficient security. If the lien is not between

creditor and debtor to agree on manner of claims, the

with § 35 para. 2 accordingly.



§ 41



(1) the acquiring Corporation after the registration of the merger or Division to

the commercial register, or the Corporation, which was created by modifying the

legal forms, after the registration of the changes in the commercial register shall indicate on the

participating securities in the name of which is inherited or is produced


Lien according to § 40, recording a lien. Record

the elements must have a lien endorsement. After the designation of the lien

It commits the company to the pledgee or the depositories. Subscriber

the owner of the securities to which it is transferred or the lien arises

According to § 40, the company commits to the pledgee or the

depositories. The provisions of § 138 shall remain unaffected.



(2) the acquiring Corporation after the registration of the merger or Division to

the commercial register, or the Corporation, which changed the legal

the form, after the registration of the changes in the commercial register is stored in the command to

the release or transfer of securities or securities central depository

papers to transition or the creation of a lien to the book-entry

securities to the account owner to the central register

securities. Does not lead to the central securities depository account

the owner shall ensure that a lien on the owner account is enrolled

a person who keeps records of building on the central register of securities

of papers.



(3) if they are or are to be immobilized securities,

the provisions of paragraph 2 shall apply mutatis mutandis.



§ 42



(1) if the lien go or give rise to one or

more shares, must be included in the application for registration of the merger, Division or

change of legal status in the commercial register also for registration

Lien rights to one or more of the shares in the commercial register.



(2) if the existence of the lien of the data written to the

commercial register, registration Court transition or development of

Lien to share when the merger or Division of its own motion.



(3) the emergence of, or transition of the lien to can share in the commercial

Register and subsequently, and even without a proposal.



§ 43



A lien on a share or a beneficiary of a security lapse,

If there is a change in the legal form of the company or cooperative,

share of which can not be a pledge.



§ 44



(1) if as a result of a merger, a division or a change in legal form the same

share or participation securities subject to a lien of the various

pledgees whose claims were secured before the transformation

separately, in case of realization of the satisfied lien these

mortgage lenders quite so, as if the transformation did not occur.



(2) if the joint pledge pursuant to paragraph 1, the State party paper

commits to the company that the pledgee or depositories to

which will be agreed by all mortgage lenders. If there is no agreement

pledgees or within a reasonable time after the invitation of the company commits

company securities depositories, which itself selects with the diligence of

the cost of a householder pledgees.



(3) the provisions of § 40 paragraph 2. 1 to 3 of section 43 and § 44 para. 1 shall apply to the

book-entry securities.



TITLE IX OF THE



THE RIGHT TO CALL ON A MERGER, DIVISION OR TRANSFER OF ASSETS TO THE PARTNERSHIP



§ 45



(1) if the exchange ratio of shares together with any supplements referred to in

the project of the merger or Division of the project to date, an adequate or

If the project does not recognise the merger or Division of a project merging

to the shareholders of the acquiring company or of the successor to the members of the cooperative,

the shares of the Exchange, on the date decisive reasonable supplement,

or if there is no settlement provided by transposing the companion

transfer of assets to other members ' proportionate fair value of their

share (§ 70 para. 2) on the date of entry of the transfer of assets to the business

the register, they have companions of the participating company or the members of the

the participating cooperatives in the merger or Division and other partners

company with limited liability or joint-stock company

deleted with the transfer of assets to the successor of a partner (hereinafter referred to as

"authorized person"), to the acquiring company or co-operative or

the receiving partner (hereinafter referred to as the "debtor") the right to

call in money (hereinafter referred to as "top-up"), unless otherwise provided by this law

something else. On the basis of an agreement between the beneficiary and the duty of a person can be

call to provide non-pecuniary form also, especially as a proportion of the

the acquiring company or in the successor team.



(2) the Division of splitting are committed to pay for the call

all of the acquiring company or cooperative jointly and severally.

Settled among themselves according to their equity valuation ratios, resulting

of expert opinion.



(3) when separation are obligated to pay for the call

all of the acquiring company or the company being divided and cooperative

or distributed cooperative jointly and severally. Between them, the

shall be settled in accordance with the valuation of their assets ratios resulting from the opinion

the experts and the equity capital of the company being divided or distributed by the

cooperatives reported in the opening balance sheet.



(4) Satisfaction, which can be achieved by applying the law to call,

a person cannot be required to achieve the conditions for claiming of responsibility for the

damage. This does not affect the responsibility of others.



§ 46



(1) the right to call the person entitled in respect of the share,

that was in its asset on the day of the approval of the shareholders, or transformation

the competent authority of the person involved in the conversion, in which the share

should.



(2) the right to call is transferred to the successor in title of an authorized person,

unless acquired the share transfer, and from the date of registration of the merger, Division or

transfer of assets in the commercial register is also transferable separately.



§ 47



(1) the right to call must be exercised by the obliged entities at least

one of the beneficiaries, no later than 6 months from the date of the registration

the merger, Division or transfer of assets to the partnership business

the register became effective against third parties, otherwise this right ceases to exist.



(2) the obligor shall notify without undue delay the day of exercise of the right

referred to in paragraph 1 in a manner that has published under section 33 or published

According to section 33a of the conversion project. The limitation period shall run from the date on which compulsory

the person shall fulfil the obligation of notification.



(3) the Judicial decision establishing the beneficiary grants the right to

call for mandatory person in the base of the right conferred binding

even in relation to other eligible persons. In this decision the Court stores

mandatory person even without the suggestion that, at the time specified in the decisions met

call to all eligible persons in judicial custody for composition

of this Court.



(4) the Court be posted on their official Board final decision according to the

paragraph 3, together with the challenge to the owners of shares, in order to make up for it

signed up.



(5) reasonably incurred costs associated with the implementation of the judicial custody with the

be paid from the funds of the composite in the cache.



(6) a person Required under section 33 shall be published or will publish in accordance with § 33a without

undue delay and in a manner which has published or published

operative part of the draft terms of conversion, final decision of a court authorized

grants the right to call the person referred to in paragraph 3, and at the same time with him

the challenge to the authorized persons come forward to make up with the competent

the Court.



(7) the provisions of the law governing court custody of the accrual of the subject

State shall not apply. Passed the period of three years from the legal force

the resolution on admission to custody, the Court will decide that the subject of the escrow is

Returns the required person if no one signs up to 1 year from the date of

the date of publication of this decision. This Court decision be posted on the official

Board of the Court.



(8) Agreed to mandatory person to call with one of the authorized

people outside of the judicial procedure, the agreement is binding on the person liable for what

to the base of the recognised rights and other entitled persons and required

the person shall notify the other authorized persons in a manner that

has been published in accordance with § 33 or published in accordance with § 33a of the conversion project

together with him and the challenge to make authorized persons come forward to make up for

the competent court. Mandatory person they meet at the time of maturity of the call to

all eligible persons of the composition of the filling into judicial custody; paragraph 5 and

7 shall apply mutatis mutandis.



(9) for eligible persons who were not parties to the proceedings referred to in paragraphs 2

and 3, runs the limitation period for the exercise of the right to call on the funds of

compound in the custody of the Court from the date of disclosure or publication of a notice

in accordance with paragraph 6. For authorized persons who are not parties to the agreement

pursuant to paragraph 8, running the limitation period for the exercise of the right to call

resources in the custody of the Court from the date of disclosure or publication of the

the notification referred to in paragraph 8.



§ 48



If the beneficiary has the right to call the obliged entity required to

pay the outstanding amount of interest from the date on which the merger, Division or

transfer of assets entered in the commercial register, in the amount of the average

interest rates on loans to be granted in the year preceding the year in which the

any such conversion was entered into the commercial register, the banks in the territory

The Czech Republic; the right to interest on late payment shall remain unaffected. The provisions of the

section 341a para. 3 shall apply mutatis mutandis.



§ 49




If the merger or Division of the exchange ratio of shares

inappropriate, there are persons who have been in good faith, are required to return

paid supplements and shares of the acquiring company or of the successor

cooperatives of which they were exchanged on the basis of a share exchange ratio of shares

According to the project of conversion. The same also applies to legal successors of persons who

were in good faith, in the acquisition of such supplements and shares, regardless of the

the good faith of its legal predecessors.



TITLE X



THE RIGHT TO REPURCHASE SHARES WHEN YOU CHANGE THE PROPERTY OF A COMPANY WITH LIMITED LIABILITY

LIMITED OR JOINT-STOCK COMPANY



§ 49a



(1) the right to sell off its stake in the acquiring company this

the company, if applicable on the date of the merger or Division and write

merger or Division of companies with limited liability or joint-stock

companies in the commercial register a material change occurs or changes

relating to the assets of any of the companies involved in the conversion,

which would justify a different exchange ratio of shares, the person



and that was a partner) of a participating company at the date of approval of the merger

or Division,



(b)) which voted against approval of the merger or Division,



c) ruled that deteriorated the share exchange ratio and the



(d)) that the merger or Division of the entry in the commercial register

It did not exert the rights of a shareholder in the acquiring company, in addition to the right to

the exchange of a share for a stake in the acquiring company.



(2) a partner shall be entitled to exercise the right to purchase a share in a

the acquiring company, which voted against the approval of the merger or

Division or that he was traded for a stake in the company being acquired,

which voted against approval of the merger or the Division.



§ 49b



(1) the acquiring company is obliged to buy the share at a price of

corresponding to its real value (§ 70 para. 2), established at the date of

preceding the date of registration of the merger or Division in the commercial register.



(2) fair value must be determined by an expert opinion. An expert

affix the company at his own expense.



(3) the acquiring company is obliged to secure a copy of the report

the experts no later than 3 months from the date on which the shareholder has exercised the right to

purchase of shares and the shareholder in writing to inform you that the opinion was

drawn up and with what result. The notice may also include a proposal to

the conclusion of the contract or the notification of the fact that the acquiring company proposal

Companion refuses.



(4) the content of expert opinion, in addition to the formalities required by law

governing the activity of experts, also an indication of the fair value of the share, which is

designed to the redemption pursuant to paragraph 1, the introduction of the method, or methods, the

the basis of fair value was determined, and an indication of whether the change

or changes in the equity of the companies involved have an impact on

Exchange ratio of shares.



(5) the acquiring company has partner exercises his right

the purchase of shares, the right to claim reasonably incurred costs on

processing of the expert report referred to in paragraph 1, if the expert opinion

shows that the alleged change or changes in equity did not impact on the share Exchange

the ratio of shares.



§ 49 c



(1) a partner may exercise the right to purchase shares in the acquiring

the company within 2 months from the registration of the merger or Division of the business

the register, otherwise this right ceases to exist.



(2) a partner exercises the right under paragraph 1 a written challenge

addressed to the acquiring company, which contains data, which allow

identify the share of the acquiring company offers to purchase,

and stating the reason why the right to repurchase shares.



(3) the acquiring company shall send without delay after completion

the expert's report to the shareholder who exercises his right of redemption

share written contract proposal whose content is an offer to purchase

the proportion referred to in the invitation referred to in paragraph 2 for the fair value of the

determined by an expert opinion with a maturity of up to 15 days after the conclusion of the

of the Treaty, or at the same time it shall inform that his proposal rejected

indicating the reason. Article 151a is used when the shares buy-back

by analogy.



§ 49d



(1) If a partner does not agree with the opinion of the head of the acquiring

company or the acquiring company within the time limit under section 49 c of paragraph 1. 3

does not respond or within the time limit under § 49b paragraph 1. 3 neopatří an expert opinion,

can a partner within 15 days of delivery of a notice under section 49 c of paragraph 1. 3

or from the fruitless expiry of the period referred to in section 49 c of paragraph 1. 3 or § 49b paragraph 1.

3 seek the conclusion of the contract in court.



(2) for imposing an obligation to enter into a contract are to the common

management of associated proposals to save the same obligations concerning the same

conversion and brought different beneficiaries facing towards the same

the acquiring company.



TITLE XI



LIABILITY FOR DAMAGE



§ 50



(1) persons who are a statutory body, the Supervisory Board, the administrative

of the Council or of the Audit Commission of the persons concerned, the conversion of an expert or

experts for the conversion, an expert or experts from the appreciative Fortune persons involved

on the conversion and the expert review the adequacy of the settlement

provided by the other shareholders in the transfer of assets correspond to the

jointly and severally liable for the damage sustained by the violation of their

responsibilities in the transformation of a person involved in the conversion, the shareholders

or members and creditors.



(2) the person responsible for the damage referred to in paragraph 1 shall be relieved of its

liability if he proves that the Act with the law prescribed care.



(3) a court judgment, which grants the right to compensation under

paragraph 1 is for the responsible persons to the base of the right conferred

binding to other entitled persons referred to in paragraph 1.



(4) the right to compensation for damages shall lapse upon expiration of a period of 5 years from the day on which the

the registration of the conversion in the commercial register became effective against third parties.



(5) a person or persons to whom the duty was imposed for damages,

without undue delay, publish the operative part of the final decision of the Court,

which grants the right to compensation for the damage referred to in paragraph 3.



(6) the decision of the Court, which grants the right to compensation

damage, runs the new two-year limitation period with respect to all beneficiaries,

which were not parties to the proceedings in which the compensation was decided.



(7) damage on the proportion of the shareholders or members of the persons involved in the conversion,

that just reflects the damage caused to the property of the persons involved in the

the conversion shall be reimbursed to the person involved in the conversion of assets.



§ 51



If specific law provides that the members of the statutory or

the inspection authority or person involved in the conversion of some of them

not be liable for damage caused in the performance of the function and that this damage

instead of them corresponds to a different person, the provisions of this special

the Act apply mutatis mutandis.



TITLE XII



ANNULMENT OF THE CONVERSION



§ 52



(1) project for the conversion of invalidity may be invoked only with

the invalidity of at least one decision on the approval of the conversion. Voicing

the invalidity of the decision approving the conversion may be invoked separately,

unless the reasons for the nullity have basis in the conversion project.



(2) subject to the approval of the draft terms of conversion, you can rely on only

the invalidity of the project of conversion.



§ 53



(1) in proceedings concerning the invalidity of the project of conversion and the invalidity of the

decision approving the conversion shall apply mutatis mutandis to the provisions of the Special

the law governing proceedings relating to invalidity of the resolution of the general meeting

or the members ' meeting, unless stipulated otherwise.



(2) with a proposal to declare invalid the conversion project are to

the joint management of the associated proposals for other beneficiaries,

the same conversion project. With the proposal to declare invalid the project

of conversion are to jointly manage linked proposals of all eligible people

to declare invalid the decision of approval of the conversion, if the reason is

the invalidity of the decision approving the conversion of the invalidity of the project of conversion.



(3) if the seat of the persons involved in the conversion in the circuits of various substantive

and locally competent courts, jurisdiction is the Court in which he was

filed the first draft.



§ 54



(1) an application under section 52 can only submit



and the companion or a member) of the persons involved in the conversion,



(b) a member of the Board), the person involved in the conversion, or



c) member of the Supervisory Board, the Administrative Board or Audit Committee persons

involved in the transition.



(2) if the same conversion involved more people participating on the

the conversion may be the invalidity of the decision approving the conversion in the person of

involved in the transformation of the invoke partner, team member, Member of the

statutory authority, the Supervisory Board, the Administrative Board or of the Supervisory Commission

other persons involved in this conversion, if the opposing reasons

invalidity of such approval have a foundation in project of conversion.



(3) the right to submit an application referred to in paragraph 1 shall cease, if the was not made in

a period of 3 months from the date on which the



and) was adopted by the general meeting or meeting of members (Assembly

delegates) for approval of a conversion,



(b)) a person referred to in paragraph 1, that the decision was taken to


the sole shareholder of the company with limited liability or joint-stock

the company approving the conversion or that it has been granted consent to the conversion of

the last of the public company, or limited partnership

the company,



(c)) was the partner of the company with limited liability or joint-stock

the company announced the adoption of a decision on the approval of the conversion, if it was

conversion of approved outside the general meeting, or



(d)) was published notice of the imposition of the project of conversion of the collection of documents

or published draft terms of conversion under section 33a if this law

does not require its approval.



section 55



(1) the reason for the submission of the proposal to declare invalid the decision of the

approval of the transformation or conversion project is not void

the fact that the exchange ratio of shares and the amount of the arrears or settlement

provided by the receiving partner in the transfer of assets is not

reasonable, or that the information relating to the share exchange ratio of shares or

the settlement provided by the receiving partner in the transfer of assets in the

the report on the conversion or in the expert report on the conversion are not in accordance with the

This Act or other legislation. Incorrect determination of the Exchange

the ratio of shares and the amount of the arrears or settlement provided

transposing the companion in wealth transfer can be challenged only by a proposal for

call or an action for damages, unless the right to call

the law excludes.



(2) only the Court can decide to declare invalid the decision of the

approval of the conversion, or on the determination of the invalidity of the project of conversion,

only to the registration of the conversion in the commercial register.



§ 56



If so requested by the person concerned on the conversion before the Court decision on the

no invalidity decision approving the conversion or for determining the

the invalidity of the transformation project, provide it with a reasonable period to this Court

remedy, which shall not be shorter than 60 days.



§ 57



(1) after the registration of the conversion in the commercial register or



and say the decision) approval of conversion; This does not affect

the right of shareholders or members to call for compensation and, where appropriate,

to reasonable compensation, or



(b)) to change or cancel a project of conversion.



(2) if at the time of the registration of the conversion in the commercial register Court

the proceedings on the application for determination of the invalidity of the project of conversion or on the proposal of the

no invalidity decision on approval of the conversion, the plaintiff can

within the time specified by the Court, which shall not be shorter than 30 days, even without

change the consent of the court proceedings so that they will seek

determine whether the project or decision on the approval of the conversion are

contrary to the legal provisions, social or memorandum,

memorandum or articles of Association. If the appellants more,

This is such a change in control of the document instituting the proceedings each of them

for itself. If you cannot continue proceedings just because they did not occur in

time to change the design to the initiation of proceedings, the court proceedings on the application

to determine the invalidity of the project of conversion or on the proposal to declare

the invalidity of the decision approving the conversion stops; If the appellants '

more court stops only in relation to those of them who the proposal to

initiation of proceedings did not change.



(3) if the Court Determines that the draft terms of conversion or the decision on the approval of the

conversion are inconsistent with other legislation, social or

Memorandum, memorandum or articles of Association,

or that they are invalid, persons



and as a result) which such breach or invalidity of the damage,

right to compensation and



(b)) to whose rights were affected by such a violation of the right to adequate

satisfaction, which may be granted in cash.



(4) a person referred to in paragraph 3 are listed there right



and with respect to all parties) on the conversion or their legal

the successors to such violations, the reason for the invalidity of the conversion project

or the invalidity of the decision to transform the basis in the project conversion, or



(b) against a person participating in) the conversion of whose authority on the conversion of decided

or its successor in title, unless such breach or reason

the invalidity of the decision to transform the Foundation in project of conversion.



(5) the right to adequate compensation must be claimed directly in court

at the latest within a period of 3 months from the date on which the decision of the Court in accordance with

paragraph 3 has power.



§ 58



(1) if the Court decides to declare invalid the decision of approval

conversion or on the determination of the invalidity of the project of conversion of debts which are

arose from the effective date of conversion into the publication of details of the store

the decision of the Court of the collection of documents, to the detriment and in favour of the acquiring

companies or cooperatives, or successor of a shareholder in a cost-effective and

entitled to jointly and severally, all persons involved in the transition.



(2) of the operative part of the decision establishing the nullity of a project is determined by the

binding for everyone.



TITLE XIII



THE LEGAL EFFECTS OF CONVERSION



§ 59



(1) the legal effects of the conversion occurs on the date of registration of the conversion in the commercial

the register, unless otherwise provided by this law is something else.



(2) the person interested on the conversion, which caused that it was not timely filed

application for registration of the conversion in the commercial register, corresponds to each other

a person involved in the conversion, which was ready to submit this proposal,

for the damage, which was established as a result. Jointly and severally liable with it

responsible for the damage suffered and the people that were at the time of its

statutory body or its members.



TITLE XIV



CROSS-BORDER CONVERSION



Part 1



General provisions



§ 59a



(1) cross-border conversion means



and) cross-border mergers



(b)) cross-border Division,



(c) cross-border transfer of assets), or



d) cross-border transfer.



(2) on the cross-border conversion shall apply the provisions of this Act,

unless otherwise provided by this law is something else.



section 59b



(1) a foreign person for the purposes of this Act, a foreign

a foreign natural person and legal entity. The Czech person for the purposes of

This Act, a natural person and the Czech Czech legal person.



(2) foreign natural person for the purposes of this Act, the

an individual who is resident outside the territory of the Czech Republic and



a) is a national of a Member State,



(b)) is a family member of a person referred to in subparagraph (a)), which is in the

The Czech Republic the right of residence,



(c)) is a national of a third State, which has been in the Member State

granted the legal status of long-term resident, or



(d)) is a family member of a person referred to in point (c)), which was in

The Czech Republic issued a residency permit.



(3) the Foreign legal person for the purposes of this Act, the other

than a natural person,



a) governed by the law of another Member State other than the United States and



(b)) which has its registered office, head office or principal place of business in the Member

State.



(4) a natural person for the purposes of this Act, a natural person

a person who is resident in the Czech Republic, and the Czech legal person

a legal person with a registered office in the Czech Republic.



(5) Foreign commercial register for the purposes of this Act, the

business or other relevant public register or equivalent

the evidence led by the legislation of a Member State other than

The United States, to which the cross-border conversion shall be entered.



§ 22



A person interested in cross-border conversion means and foreign

a person who intends to transfer its seat to the territory of the Czech Republic, or

the Czech company or cooperative, which he intends to transfer its registered office to

abroad.



Part 2



Some of the provisions on applicable law



§ 59d



(1) the acquiring legal entity may, in the cross-border merger or

cross-border distribution of place of its registered office to any Member

State, unless the legislation of that State, exclusive; This procedure is

not considered a cross-border transfer of the registered office.



(2) If you have the internal ratios of the acquiring legal person governed

the legal order of a Member State other than the United States, may not

cross-border conversion project contain the information about the members of the institutions

the acquiring legal entity unless required by legal order of the State,

governing or have to drive the internal ratios of the acquiring legal entity

of the person.



(3) if they have the internal ratios of the acquiring legal person governed

the legal order of a Member State other than the United States, is governed by the content

cross-border conversion project, as regards requisites in the articles

documents and amendments to the laws of the State, which is governed by or have

control the internal ratios of the acquiring legal person.



section 59e



(1) unless stipulated by something else, shall be used for the cross-border

the conversion of provisions of this Act in relation to the Czech parties

on the cross-border conversion.



(2) The foreign parties involved in a cross-border conversion shall apply

provisions on the issuance of a certificate under section 59z and provisions governing

cross-border conversion is complete, the entry into the commercial register. Other


the provisions of this Act shall apply to the transformation in cross-border

foreign persons involved in the cross-border conversion, only if so provided by

This law.



(3) the obligation of the foreign parties involved in a cross-border conversion

build the final accounts, interim financial statements and the opening

the balance sheet shall be governed by the law of the State, which is governed by its internal affairs, or

the law of the State in which the foreign natural person has a residence. The same is true

regarding the obligation to have an audit of the financial statements or opening balance sheet

Auditor.



(4) the obligation of the foreign legal person to construct the opening balance sheet and

leave it to verify the auditor shall also apply to cases



and when the cross-border) a merger or cross-border distribution,

If the internal ratios of the acquiring legal person governed by

order of the Czech Republic, or



(b)) when the transfer of the foreign legal entity in the United

of the Republic.



section 59f



(1) if the internal ratios of the acquiring person governed by

The United States, and if the project drawn up in more cross-border conversion

language versions, which differ from each other, it is considered

applicable, the Czech wording, unless the agreement of the persons concerned on cross-border

conversion provides otherwise. This is without prejudice to the provisions of § 15 para. 3.



(2) if the internal ratios of the acquiring person are governed by

The United States and not one of the projects cross-border conversion has not been

drawn up in the English language, the person involved in the cross-border

the conversion to agree that culture is decisive, unless the

or Additionally, be determined by the Court.



(3) if the internal legal relations of the acquiring person governed by the law

another Member State other than the United States and from the agreements of the persons concerned

on the cross-border conversion does not imply otherwise, the applicable text of the project

cross-border conversion according to the rule of law, to control the internal

legal relations of the acquiring person.



(4) if required by this Act for the project of the conversion of the form of a notarial

writing, in the case of cross-border conversion project is sufficient, if it is a form of

notarial acts complied with the Czech side only of the persons concerned

the conversion. This does not apply in the case of the transfer to the United States.



section 59 g



(1) the Existence of and the transition of the lien to securities and shares

issued by any of the legal entities participating in the cross-border

the conversion is subject



and) provisions of this Act, if a company or being divided

a legal person and the acquiring legal person Czech person



(b)) the provisions of this Act, if a company or being divided

a legal person of a foreign legal person and acquiring legal

the person of the Czech legal person, if this does not preclude the legislation of a State

guiding the lien on securities or shares, or legal

order of the State, which is governed by the internal ratios of foreign legal persons,

or



(c)) the provisions of legislation of the State, which will govern the internal

legal relations of the acquiring legal person after the registration of cross-border

the conversion of the foreign trade register, if the successor

a legal person of a foreign legal person, if this does not preclude

the legal order of the State, which is governed by a lien on securities or to

the share, or the rule of law of the State governing the internal affairs of foreign

of the legal entity.



(2) in the cases referred to in paragraph 1 (b). (c)), the provisions of this

the law on the transition of the lien to securities and shares of the apply

the Czech legal person interested on the conversion, if it is not in breach of

with him the laws of the State provisions referred to in paragraph 1

(a). (c)).



section 59 h



(1) the cross-border merger can be one expert appointed appraiser for

cross-border merger for all Czech and foreign legal persons

involved in the cross-border merger. For other cross-border transformations

This is true only in the case that this does not preclude the legal order of the State

the internal controls, the ratios of foreign legal persons involved in the

cross-border conversion, or the legal order of the State, which should guide

internal ratios of the acquiring legal person.



(2) the expert for the cross-border conversion is for each legal entity

interested in cross-border conversion of appointed or specified by the procedure laid down in

law of the State governing the internal affairs of a participating legal entity

persons, or under the law of which is to control the internal affairs

the acquiring legal entity.



(3) the expert for the cross-border conversion for all Czech and foreign

a legal person involved in the cross-border conversion is appointed or

determined by the procedure established by the laws of the State in which it was filed

the designation or appointment of an expert.



(4) the application for the designation or appointment of an expert can be filed at any

a Member State whose legal system is governed by the internal affairs of any of

legal entities involved in cross-border conversion or laying

to manage the internal affairs of the acquiring legal person after the registration

cross-border conversion into foreign commercial register, if it

does not preclude the legislation of one of these States.



section 59i



(1) the obligation of publication of the project cross-border conversion pursuant to section 33 or

its publication in accordance with § 33a have only Czech persons involved in the

cross-border conversion. Foreign parties involved in a cross-border

the conversion shall, in the publication of the project cross-border conversion by

the rule of law, which are governed by their internal affairs, or by

law of the State in which they reside.



(2) the obligation to provide the partners or members information and documents

under this Act, when cross-border conversion applies only to the United

a legal person involved in the cross-border conversion. Foreign

a legal person involved in the cross-border conversion shall perform the following obligations

According to the rule of law, which are governed by their internal affairs.



sec. 59j



(1) the exchange of shares and payment of fees the conversion when cross-border controls

by law and the laws of the State, which is governed by the internal legal relations

the foreign legal person, the successor to have a legal entity after

writing cross-border conversion has its head office in the territory of the Czech Republic.



(2) if the registered office of the acquiring legal person have in another Member State,

the conversion is applied when the cross-border exchange of shares the provisions of this

the law only if this is not in conflict with him with the law

State in which it has or will have the acquiring legal entity is situated, and

him with the legislation governing the direct or will direct the internal

legal relations of the acquiring legal person after the registration of cross-border

the conversion of the foreign trade register.



§ 59k



The moment of effective cross-border conversion is determined by the law

the State, which is governed by the internal legal relations of the acquiring person after

cross-border conversion. If the foreign legal system this moment

It does not specify, the cross-border conversion for Czech persons involved in the

cross-border conversion efficiency under Czech law.



Part 3



Some of the provisions on the publication of or disclosure of information



§ 59 l



Notification according to § 33 para. 1 (b). (b)) or the information published in accordance with §

33A must also include



and) name and surname, place of residence or business or the names, legal form and

the headquarters of all persons involved in cross-border conversion before writing

cross-border conversion in the commercial register or a foreign

commercial register,



b) information about the fact in which foreign trade or

the registers are written based on data and documents of each of the

foreign persons involved in cross-border conversion, and the number of those

writes, if a foreign person registered in this register, and



(c) information on the rights) which may apply, creditors and shareholders

or members of each of the foreign persons involved in cross-border

the conversion according to the law of the State whose law governs the

internal ratios of foreign parties involved in a cross-border conversion,

or in which a foreign person has his place of residence and shall also indicate

information about the address or addresses to which creditors and

the members of the people of each of the people involved in the cross-border

the conversion of free of charge to receive full information on their rights.



§ 59 m



(1) each Czech legal person interested in cross-border conversion is

required to provide free of charge, to any shareholder, Member or

the creditor any of the people involved in the cross-border conversion

in writing, or if the partner, Member or creditor so requests,

by electronic means, comprehensive information on all the rights that belong

shareholders and creditors of the Czech people participating on the

cross-border conversion under this Act.



(2) the provisions of paragraph 1 shall not apply if the information is available


on the website of the Czech legal entities. The provisions on the disclosure of

on the Internet website pursuant to section 119a, for the purposes of disclosure

the information referred to in paragraph 1 shall apply mutatis mutandis.



Part 4



The right of employees to information



§ 59n



(1) employees of the Czech person interested in a cross-border conversion have

the right to get acquainted with the project cross-border conversion and messages

cross-border conversion pursuant to section 59p and in writing to comment; on this

the right must be notified.



(2) if the person involved in the cross-border trade union conversion

the Organization shall inform that person the Trade Union or, as the

all trade unions in her acting, an electronic notification.

If this is not possible, send the way Czech person trade

Organization written notice.



(3) other employee representatives or employees who do not have a representative,

informs Czech person interested in cross-border electronic conversion

notification of each of the other representatives, or employee

separately. If this is not possible, this method of informing the Czech person

ensure the posting written notice in every workplace for

at least 15 days from the date of posting.



(4) the information must be provided to the employees not later than the day

the publication of the draft terms of conversion pursuant to section 33 or its

publication in accordance with § 33a.



section 59o



(1) if the person involved in the cross-border trade union conversion

the Organization has the right to comment on the cross-border project

conversion and cross-border reports thereon, if required. The same thing

the right to belong to and to the representatives of the employees. It works if the Czech people

interested in a cross-border conversion of multiple trade unions and

If you do not agree on a single opinion, each of the workers '

organizations the right to express themselves in writing separately.



(2) if the opinion delivered to the headquarters of the Czech person involved in the

cross-border conversion, not later than the date of the general meeting or the

the meeting, which is to approve cross-border conversion must be

attached to the report on cross-border conversion, the shareholders or members

must be alerted and they must be allowed to meet

with opinions before voting on approval of the cross-border

conversion.



(3) If it is presented more different opinions or if all

or some of the representatives of the staff referred to in § 59n para. 2 or 3

responded to this fact must be shareholders or members

be notified prior to a vote of approval of the cross-border conversion.



Part 5



Certain provisions on cross-border reports transformations



§ 59p



(1) the report on cross-border conversion, if it is a participant in such cross-border

the conversion of the Czech legal person must always be drawn up.



(2) the report on cross-border conversion shall be prepared always separately for

each legal entity involved in cross-border conversion;

preparation of the report for some or all of the participating legal entities

shall be prohibited.



(3) the report on cross-border conversion of the Czech legal entities participating in the

cross-border conversion must in addition to data in accordance with § 24 para. 2 also include

likely impacts of cross-border conversion to the shareholders or members and the

workers, in particular details of the planned layoffs of employees.



(4) at the headquarters of each of the Czech legal persons involved in the

cross-border conversion must always be available for viewing for her companions

or members of at least 1 month before the date of the general meeting

or the members ' meeting, which is to decide on the approval of the cross-border

conversion, report on cross-border conversion; This does not apply if the message is about

cross-border conversion published in accordance with § 33a on the website

the Czech legal entities involved in the cross-border conversion.



(5) the provisions of paragraphs 1 to 4 shall not apply to the Czech legal entities,

which they are transposing the companion in a cross-border transfer of assets,

If they do not have shareholders or members.



§ 59q



(1) the Expert report on cross-border conversion for the members

the Czech legal entities involved in the cross-border conversion, if

requires, must always include at least the information required by this Act

for the way of conversion.



(2) the development of expert reports or expert reports on cross-border

cross-border merger or Division is always required; This does not apply if

all shareholders or members of all legal persons participating in the

This cross-border conversion agrees that the expert report or

expert reports on cross-border conversion will not be drawn.



(3) the members of the foreign legal entities participating

on the cross-border conversion grant its consent in the manner prescribed

laws of the State, which is governed by the internal laws of the foreign ratios

a legal person involved in the cross-border conversion.



Part 6



Some of the provisions on the protection of shareholders



section 59r



(1) the right to call my partner or a member of the Czech legal entities

interested in a cross-border conversion, if all of the laws governing the

be governed by the internal legal relations of foreign legal persons participating

on the cross-border conversion, shall grant the shareholders or members of the same or

substantively similar to the right.



(2) if the condition referred to in paragraph 1, has a partner or

Member of the Czech legal person involved in the cross-border conversion right on

call only if the foreign legal person involved in the

cross-border conversion, whose legal systems do not regulate the right of shareholders

or members to pay for the call, when approving the cross-border conversion

explicitly decide that the members of the Czech legal entities

may exercise the right to call under the conditions laid down in this

by law.



(3) the decision in this proceeding is binding on the successor

legal entity and all of its shareholders or members.



(4) if the shareholders the right to sue in the courts for the redemption of their shares

the acquiring company after the registration of the conversion in the commercial cross-border

the register or to the foreign register, the provisions of

paragraphs 1 to 3 shall apply mutatis mutandis.



§ 59s



(1) if they do not have shareholders or members of the Czech legal entities

interested in a cross-border conversion right on the call, it may be because

for filing the application for annulment of the decision approving the cross-border

conversion or cross-border conversion project, the fact that the share Exchange

the ratio is not adequate.



(2) if it shall become the members of the Czech legal entities the right to

call the procedure under section 59r para. 2 after the initiation of

the invalidity of the decision approving the cross-border conversion or project

cross-border conversion and the only reason for this proposal was the inadequacy of the

share exchange ratio, can be used in the proceedings continue only if there is a change in the

the subject of the proceeding pursuant to § 57 para. 2.



§ 59t fleet



(1) where proceedings have been instituted, which is a partner or member seeks

call pursuant to this Act, the Czech legal person interested on the

cross-border conversion or after the registration of the conversion in the commercial cross-border

register or commercial register by the successor to the foreign person

at the prompt to tell the Court whether, if the foreign legal person involved in the

cross-border conversion approved by the right to call the company or members of the

the Czech legal entities.



(2) if the members of the Czech legal person involved

on the cross-border conversion shall have the right to call, or the right to sue

the Court shares buy-back after the registration of the conversion in the commercial cross-border

the register or to the foreign trade register, are to the control in the

these matters after the registration of the conversion in the commercial cross-border

register or commercial register in foreign courts of the Czech

of the Republic. Competent in the first instance is the Court which was an index

Court of the Czech legal person involved in the cross-border conversion, the

the members of this right.



Part 7



Some of the provisions on the protection of creditors



section 59u



If or when the acquiring person have their headquarters or domicile abroad,

can creditors referred to in section 35 sign in their claims to ensure

only within the period of 3 months from the publication of the draft terms of conversion

According to § 33 or its publication in accordance with § 33a of the persons involved in the

cross-border conversion that is the borrower.



§ 59v



The members of the Czech legal persons, who: "for debts

company or cooperative before cross-border conversion, is liable for the debts,

incurred to the cross-border conversion becomes effective, in the same

as cross-border conversion before it becomes effective.



section 59w



If he is or is supposed to have a successor legal person headquarters abroad or

the transfer occurs abroad, are for disputes in matters

arising from the legal relationships which arose before the entry into force of


cross-border conversion, the competent Czech courts, that would have been for the

discussion of the matter, if the cross-border conversion did not occur, if

the participant is a person participating in the cross-border conversion

or its legal successor.



Part 8



Cross-border conversion certificate



§ 59 votes



(1) to comply with the requirements laid down by law the Czech person interested on the

cross-border conversion of notary to certify the release certificate of cross-border

conversion (hereinafter referred to as "certificate for cross-border conversion"). Certificate for

cross-border conversion is a public document.



(2) a notary shall issue a certificate for cross-border conversion at the request of the Czech people

interested in a cross-border conversion based on submitted to him

of documents. The implementing legislation sets out which documents

demonstrating compliance with the required formalities, the completion of the required

negotiations and compliance with prescribed procedures is a Czech person interested on the

cross-border conversion required notaries to inquire about the release of this

submit the certificate.



(3) a certificate for cross-border conversion contains



and the name and surname of the notary) and its registered office,



(b)) place and date of certificate for cross-border conversion,



(c)) first and last name, where applicable, the name and place of residence, when the applicant is

the natural person or the name, the name and address, when the applicant is a legal

person and their identification number,



(d)) the data referred to in point (c)) about the other Czech and foreign

persons involved in the cross-border conversion,



e) how was verified the existence of the Czech people, involved in the

Cross-conversion,



(f) a certificate of compliance with the law) prescribed procedure for cross-border

conversion, design of the negotiations and the completion of formalities that must be in accordance with

the Act implemented and fulfilled,



(g) a list of documents) that have been submitted to the certificate, a notary



h) other data, if so provided by law,



I) the imprint of the stamp of notary and



(j) the signature of a notary).



(4) the procedure referred to in the order of notaries in the Notary will reject the certificate for

cross-border conversion issue, if the person interested in the Czech

cross-border conversion does not submit the prescribed documents or other

a document by a notary to issue this certificate to be reasonably required.



§ 59y



(1) a notary shall issue a certificate for cross-border conversion even if handed to

one of the partners or members of the Czech legal person involved in the

cross-border conversion proposal to pay for the call, or if they have a

shareholders United interested corporations the right to buy back the shares, if



and the legal order of the State), which is governed by the internal laws of the foreign ratios

legal person involved in the conversion, it does not regulate the right of the company or

Members to pay for the call, or the right to buy back the shares of the minority

or complaining shareholders when cross-border conversion, and



(b) the foreign legal person) when approving the cross-border conversion

expressly decides that the members of the Czech legal entities

interested in a cross-border conversion shall have the right to pay for the call

or the right to buy back the shares after the registration of the conversion in the cross-border

commercial register or foreign commercial register.



(2) the certificate for cross-border conversion in the cases referred to in

paragraph 1 shall indicate the notary that the proposal was to call filed or that the

Members have the right to buy back the shares.



(3) If a notary document for decision presented to some of the

foreign legal entities involved in cross-border conversion

referred to in paragraph 1, the notary certificates for cross-border conversion shall specify that the

This legal entity is as follows.



sec. 59z



(1) to comply with the requirements laid down by law for the registration of cross-border

the conversion in the commercial register certified by the notary that issued the certificate

According to § 59 votes or 59y, or another notary, and at the request of the person to be

registered in the commercial register (hereinafter referred to as "certificate for registration in the

commercial register "), or persons involved in cross-border

the conversion, if the person to be entered in the commercial register,

a registration in the commercial register. Certificate for registration in the

the commercial register is a public document.



(2) a notary shall issue a certificate for registration in the commercial register on the basis of

He submitted documents. The implementing legislation sets out what

documents show.



(3) a certificate for registration in the commercial register contains



and the name and surname of the notary) and its registered office,



b) place and date copies of the certificate for registration in the commercial

the register,



(c)) first and last name, company and address, if applicable, or the names, companies and

the headquarters of the Czech people involved in cross-border conversion, and their

identification number, where applicable, the name and surname, or business, and

residence, and the names or the company, location and legal form of all foreign

people involved in the cross-border conversion,



(d) a list of documents) that have been submitted to the certificate, a notary



(e) additional data, established) law,



(f)), the imprint of the stamp of notary and



(g) the signature of a notary).



(4) a notary certificate for registration in the commercial register of the procedure laid down in

a notary shall refuse to issue the order if the person involved in the

cross-border conversion does not submit the prescribed documents or other

of a document by a notary to issue the certificate to be reasonably required.



section 59za



If the notary takes minutes of the general meeting or meeting of members,

approving the cross-border conversion, about the legal proceedings, which

approving the conversion or companion takes the conversion project in the form of

a notarial deed, is not responsible for the compliance of the project with cross-border conversion

the legislation of a Member State other than the United States, which is

to control the internal legal relations of legal persons involved in the

cross-border conversion after the effective cross-border conversion.



Part 9



Some of the provisions of the valuation of assets in cross-border conversion



§ 59zb



(1) the provisions of this Act on the valuation of the Czech company

companies participating in cross-border conversion by an expert opinion is

not apply if it has or should have its registered office in the territory of the acquiring person

another Member State other than the United States and the legal order of the

a Member State does not require such a valuation.



(2) where this Act requires a valuation of the company legal person

interested in a cross-border conversion, the company's legal person

a foreign person and the acquiring legal person has or should have its seat in

the territory of the United States, shall be the property of a foreign person awarded with the opinion

connoisseurs under this Act.



(3) the provisions of paragraph 2 shall not apply if the foreign equity

the company legal person awarded according to the rules of legal

of the State in which the registered office of the company being acquired foreign legal person,

If this valuation corresponds to the requirements laid down by the competent law

The European Union for the valuation of non-monetary contributions in stock

companies or if this is part of the expert valuation reports

cross-border conversion.



PART TWO



FUSION



TITLE I OF THE



GENERAL PROVISIONS



Part 1



Basic provisions



section 60



cancelled



§ 61



(1) merger occurs to the demise of the company or cooperative, or more

companies or cooperatives and the transition of the assets of the company or

the cooperative to the acquiring company or co-operative; the successor

company or squad enters the legal status of the company

companies or cooperatives, unless otherwise provided by special law something else.



(2) For the merger of the merger are also considered if the combines company

a joint stock company or limited liability company merger

joint-stock companies or limited liability companies, which is

her only companion.



§ 62



Merger merger occurs to the demise of two or more companies or

cooperatives and their equity in the merger transition resulting from the merger

company or cooperative; the acquiring company or co-operative shall enter

the legal status of insolvent companies or cooperatives,

unless otherwise provided by special law something else.



§ 63



(1) upon the merger of the merge are participating companies or cooperatives

the company being acquired and the acquiring company or co-operative.



(2) the formation are participating companies or cooperatives

only the company or cooperative.



§ 64



(1) the shareholders of merging companies become shareholders

the acquiring company, unless otherwise provided by this law is something else.



(2) the members of the merging cooperatives become members of the successor

the cooperative unless otherwise provided by this law is something else.



§ 65



(1) the legal status of the founders of the acquiring company or cooperative

When you have a merger by formation of the company or cooperative.



(2) the provisions of the Act, which regulates the legal relations of business

companies and cooperatives, on the lowest and highest number of founders

companies or cooperatives, to persons who have a legal status

the founders of the referred to in paragraph 1, shall not apply.



§ 66



cancelled



§ 67



cancelled




§ 68



cancelled



§ 69



cancelled



Part 2



Draft terms of merger



section 70



(1) contains at least the draft terms of merger



and the name and address) of all participating and new companies or cooperatives,

their legal form and the identification number of all the participating

companies or cooperatives,



(b) the share-exchange ratio of shares of shareholders) of the company or the members of the

the merging cooperatives in the acquiring company or successor

the team, unless there is no exchange of shares, and any additional payment with

by specifying its amount and maturity,



(c) the effective date of the merger,)



d) rights in the acquiring company or co-operative provides to the owners

bonds, where appropriate, the measures that are proposed for them,



(e)) the date from which the right to share in profits or komanditistům

shareholders of the company with a limited liability company or the shareholders of the exchanged

shares, as well as the specific conditions relating to this right, if

There are,



f) all special benefits that one or more of the participating

companies or cooperatives provides the members of the Board, the members of the

the Supervisory Board, the Administrative Board or Control Board, if there shall be established, and

experts from the přezkoumávajícímu draft terms of merger; While separately indicate to whom it is

the advantage provided by the who and under what conditions it provides,



g) in the event of the merger changes the founding legal negotiations

the acquiring companies or cooperatives; If they are not in the project of the merger

by merging any changes listed, it is considered that the founding legal

acquiring company or cooperative does not change,



h) in formation



1. the founding legal act of the acquiring companies or cooperatives,



2. the name and domicile or registered office of the company or the names and identification numbers

the members of the Board of the acquiring company or co-operative and

the Supervisory Board or Management Board of a public limited company, and if it shall be established,

and the Supervisory Board of limited liability company or the Audit Commission

of the cooperative.



(2) share exchange ratio shall be fair and reasonable. If there is no share exchange ratio

under the first sentence a fair market value or valuation made

qualified estimate or opinion of an expert (hereinafter referred to as "fair value")

share of partnership or member on the company or cooperative,

must be given a supplement, unless this right is given up.



(3) if in consequence of the merger to reduce the real value of the share

a person who is a member of the acquiring company prior to the registration of the merger

in the commercial register (hereinafter referred to as "partner") or such

a member of the successor cooperative (hereinafter referred to as the "former Member"), it must be

Supplement, unless this right is given up.



(4) the balance must be paid before the registration of the merger in the commercial

Register and before the secured creditors ' claims of all

the participating companies or cooperatives under this Act.



§ 71



Approval of the merger by acquisition has on the date of registration of the merger in the commercial register

the legal effects of the accession of the shareholders or members of the zakladatelskému

the legal acts of the acquiring company or of the successor of the cooperative,

When the exchange of their shares in the company being acquired or

the ending and the team have not been members of the acquiring

the company or its successor cooperatives.



§ 72



(1) the project of the merger by the companies with limited liability or joint-stock

companies or cooperatives may be published under section 33 or published

According to section 33a, without putting the data in accordance with § 70 para. 1 (b). (h)), point 2.



(2) the procedure referred to in paragraph 1, the missing data to the project of the merger

the merger of the make up before approval of the merger, unless the members of the Supervisory Board

or of the Administrative Board elected by employees under Section 101a. The provisions of § 33 and

33A shall not apply.



Part 3



The valuation of the assets of the company with limited liability and joint-stock company



section 73



(1) in the event of the merger of the company with limited liability or joint-stock

the company is the company being acquired shall be obliged to let appreciate their assets

expert (hereinafter referred to as "expert for the valuation of assets"), if the

increase in the capital of the acquiring company from the assets of the company being acquired

the company.



(2) the merger by formation of each participating company with limited liability

limited or joint-stock company is obliged to let appreciate their assets

by an expert opinion.



(3) the company being acquired shall be obliged to let their property appreciate the opinion

experts for valuation of assets on the date of processing the last proper, or

emergency or final accounts, drawn up by the company

companies prior to preparation of the project of the merger.



(4) the company being acquired, whose fortune was awarded by an expert opinion, is

This opinion shall be required to provide all other interested

companies.



§ 74



(1) an expert for the valuation of assets of the same person can be appointed, that is

for any interested company with limited liability or joint-stock

the company appointed as expert for the merger. The same person may be appointed

the appraiser for valuation of the assets of insolvent companies in different.



(2) an expert on the valuation of the assets may be included in the expert reports of the

the merger. In this case, is the company being acquired shall save

expert report on the merger of the collection of documents.



§ 75



(1) an expert for the valuation of assets must include at least the



and a description of the assets of the company),



(b) the valuation methods used)



(c)) the amount to which the assets of the company being valued,



(d)) in the formation as well as an indication of whether this amount corresponds to the sum of the deposit to the

the capital of the acquiring company with limited liability, which

related to the shares in the acquiring company, the shareholders of the acquiring

the acquired company in Exchange for shares in the company being acquired

a limited liability company, or the sum of the nominal or book value of the shares

the acquiring company's stock to be issued to the shareholders of the

the company joint-stock company, and



(e)) in a merger the merger and an indication of whether this amount is equivalent to at least

the amount of the capital increase, which falls on the companions

of the company pursuant to § 73 para. 1.



(2) the amount referred to in paragraph 1 (b). (c)) is the expert shall

to reflect the reduction of the corresponding



and the share of the purchase price) of the company, which has owned the

the acquiring company prior to the merger, or



(b) the fair value of the equity share) owned by the company

the company and the fair value of shares in the acquiring

the company owned by the company being acquired.



TITLE II



SPECIFIC PROVISIONS RELATING TO THE MERGER OF THE PUBLIC COMPANY



§ 76



(1) the draft terms of merger public company in the determination of the Exchange

the ratio includes determining what the legal position will have a companion

of the company in the acquiring company, in order to Exchange

his share, and what will be the amount of the deposit, if shareholders or some of

These deposits have an indication of status, and the repayment of deposits, if they have companions

the deposit requirement.



(2) If, in accordance with this Act for the exchange of shares of a shareholder

company being acquired for a stake in the acquiring company or has

crease the existing partnership share in the acquiring company, and

This fact is known at the time of the merger project, contains

draft terms of merger and the reasons why the exchange of shares will not occur.



§ 77



The total amount of deposits of the companions of the companies involved in the basic

the capital of the acquiring company shall not exceed the amount of the own

capital of a participating company established from her last proper, or

extraordinary financial statements prepared prior to the preparation of draft terms of merger or

its final accounts, if the record date preceding the date of the merger

copy of the draft terms of merger.



§ 77a



If the merger is not subject to the approval of any of the partners, must be

referred to in § 33 para. 1 (b). b) published or disclosed in accordance with § 33a

at least 1 month before the date on which it is to be filed for registration of the merger in the

the commercial register.



§ 78



(1) the Companion must be at least 2 weeks prior to the date in which the

to approve the merger, delivered



and the draft terms of merger)



(b)) the accounts of all participating public companies

for the last 3 financial years, if the interested public

During this time the company takes such financial statements, if applicable, the legal

the predecessor, if an interested public company legal

the predecessor, and if required also the auditor's report on verification,



(c)) the final accounts of all interested parties, public business

the company, the opening balance sheet of the acquiring public business

the company, if the effective date of the merger is preceded by project

the merger, and if required, also the auditor's report on verification,



d) interim financial statement and Auditor's report on the verification or

half-yearly report in accordance with the law on the capital market, if

require, and



(e) the expert report on the merger), if required.



(2) If a partner has agreed to by the participating company will be to


providing information to the use of electronic means, he may be

copies of the documents referred to in paragraph 1 be sent electronically. In such a

the case shall not apply the provisions of paragraph 1. Consent can be put in any

in a way that follows the will of the partner.



(3) the provisions of paragraphs 1 and 2 shall not apply if interested

the company shall make the documents referred to in paragraph 1 for at least 2

weeks prior to the date in which it has to approve the merger on the companion website

the page and the Internet page allows the shareholders all the time

referred to in paragraph 1 to download and print the documents referred to in

paragraph 1. The provision of section 33b of the security of the Internet pages

apply, mutatis mutandis.



(4) If for any reason whatsoever to interrupt access to the continuously

website for longer than 24 hours, transmit to the interested

company shareholder instruments referred to in paragraph 1, without undue

delay, but not later than 2 days before my companion merger

approve.



§ 79



(1) if requested by one of the partners, an interested

the company without undue delay, a proposal for the appointment of an expert for merger and

submit this to the shareholder for approval of merger without undue

delay after he was examined by an expert for the merger. In this case,

carries out an examination of the merger of the appraiser for a merger only with participating companies

the companion asked examination; the provisions of § 113 to 116 at

an expert for the merger and the expert report on the merger shall apply mutatis mutandis.



(2) if the application of a shareholder referred to in paragraph 1 is granted, and the merger was

However, this fact does not prevent approved the registration of the merger in the commercial

the register.



(3) the company shall not be obliged to grant the request of a shareholder,

If you no longer meet the request by another companion.



§ 80



(1) the deposit obligation does not terminate the registration of the merger in the commercial register,

unless merger follows that deposit companion a merger

reduces or ceases to exist. In this case, the draft terms of merger shall specify how

will be loaded with the amount corresponding to the reduction in the contribution of a shareholder or

the amount corresponding to the deposit at its demise.



(2) reduces the amount of deposits of a shareholder or ceases to exist if the deposit referred to in

paragraph 1, although the deposit obligation was fulfilled, and the amount of the reduction

the deposit or the whole deposit has to be paid according to the terms of the merger

Companion, contains draft terms of conversion and the time for payment of the amount

the reduction of the deposit or the whole deposit Companion.



(3) the amount referred to in paragraph 2 may not be paid before the registration of the merger in the

commercial register and before the secured creditors ' claims

under this Act.



(4) If the deposit obligation has not been met, you can conclude an agreement on

remission of the debt under the conditions referred to in paragraph 3.



§ 80a



(1) the shareholders of the acquiring company after the merger shall be liable to the

the commercial register and the debts incurred by the acquiring company

prior to the entry or to the entry to it. Companion,

that prior to the registration of the merger in the commercial register, such debt;

However, it may require persons who were, at the date of registration of the merger within

commercial register of the shareholders of the companies involved, whose debt is

It was, to the extent of their shares of this company are written by

compensation for the provision of such transactions and the associated costs. The rights of the

of the guarantor against the debtor are not affected.



(2) the resignation of the companion of the company the right to share, Exchange

shall be liable only for the debts, that registration of the merger in the commercial register were transferred to the

the acquiring company from the company, which was

Companion.



TITLE III



SPECIAL PROVISIONS CONCERNING THE MERGER OF THE LIMITED PARTNERSHIP



§ 81



If it is not stipulated by something else, it applies to mergers of limited

company law mergers of public companies.



§ 82



Merger exchange ratio limited partnership includes the intended



and the companions of a participating company) who will have legal status

limited partners and who will have the legal status of general partners,



(b)) for each limited partner deposit amount must be reported to the base

the capital of the acquiring company.



section 83



cancelled



§ 84



(1) If a shareholder had the companies involved before the registration of the merger in the

commercial register of the position of a limited partner, and after this the registration has

status of the general partner of the acquiring company, is liable for all debts

the participating companies at the date of registration of the merger, lasting into the commercial

the register indefinitely and jointly and severally liable with the other partners,

You may, however, after the registration of the merger in the commercial register request to

companions, who were partners with the companies involved, the

debts, even before the registration of the merger in the commercial register, to

replace filling, which because of the liability on this debt has provided, in

the extent of their shares in the company, unless it is a debt for which the

guaranteed indefinitely before the registration of the merger in the commercial register. The rights of the

of the guarantor against the debtor are not affected.



(2) The liability of general partners of the companies involved for the debts

the acquiring company shall apply by analogy to § 80a.



§ 85



If he had a partner company concerned before registration of the merger in the commercial

the index position of the general partner, and after that writing has a successor

the company's position of a limited partner is liable for the debts, just interested

the company, which was a general partner, lasting on the date of registration of the merger within

commercial register indefinitely and jointly and severally with General partners

and unlimited ručícími limited partner, for a period of 5 years from the day on which the

registration of the merger in the commercial register became effective against third parties; for

the debts which arose after the registration of the merger in the commercial register, shall be liable only

then, if it is not at this time paid its deposit of share capital

to the extent provided by the law society, which regulates legal relations

commercial companies and cooperatives. The rights of the guarantor against the debtor by

are not affected.



TITLE IV



SPECIAL PROVISIONS CONCERNING THE MERGER OF PUBLIC COMPANIES WITH LIMITED PARTNERSHIP

COMPANIES



§ 86



(1) a public company can participate in a merger with a limited partnership

companies in acquiring public company.



(2) Merger the merger of partnerships may arise

limited partnership.



(3) the merger of public companies can the successor

the company acquired the form of a limited partnership. Draft terms of merger must in

such cases include the social contract the recipient limited partnership

the company.



§ 87



(1) a limited partnership companies can merge public business merger

company or limited partnership, mergers can blend in with the public

commercial companies in acquiring limited partnership.



(2) Merger the merger of the limited partnerships may arise from public

trading company.



(3) merger, the acquiring company may limited partnerships

take the form of a public company. Draft terms of merger must in this

case include the social contract of the acquiring public business

the company.



§ 87a



(1) The interested public trading company, the provisions of

This Act on the public company, the participating limited partnership

the company, the provisions of this Act on the limited partnership

the company.



(2) on acquiring a public trading company in a merger by merging

the provisions of this Act on the public business of the acquiring

the acquiring company or limited partnership, depending on the

the legal form of the acquiring company has obtained.



(3) The merger pursuant to § 86 para. 3 and § 87 para. 3 shall not apply the provisions of

This Act on the change of legal form.



TITLE V OF THE



SPECIFIC PROVISIONS RELATING TO THE MERGER OF COMPANIES WITH LIMITED LIABILITY



Part 1



Some of the provisions of the merger of limited liability companies



§ 88



(1) the project limited liability company merger in the determination of the Exchange

contains data about the ratio



and the amount of the deposit, scope) obligation to deposit and the amount of the share of

each shareholder in the companies concerned before registration of the merger in the

commercial register,



(b)) whether the shares of the company shall be subject to Exchange,

or about the fact that its participation shall cease when this fact known at the time of

copy of the draft terms of merger, stating the reason,



(c)) whether to change the amount of the deposit or of the proportion of the current partnership

the acquiring company in the event of merger, and



(d) the amount of the deposit), scope of the obligation to deposit and the amount of the share of

each shareholder whose share is exchanged, in the acquiring company

After the registration of the merger in the commercial register.



(2) if the acquiring company is the sole member of the company

the company does not include the elements listed in the draft terms of merger § 70 para. 1

(a). (b)), and (e)) and in paragraph 1. This is true even in the case that there is no

the exchange of the shares of any shareholder of the company per share

the acquiring company from another legal reason.



(3) where, under the social contract to own more shares,


Enter the details referred to in paragraph 1 in respect of each share that

Companion custom in each participating company at the time producing a

the project of the merger or to own in the acquiring company after the merger.



(4) if the participating company or the stem leaves are to be

released after the merger, the acquiring company shall indicate this fact to the

the project of the merger in respect of each share, which has been issued or to be

issued voucher. Has to be in connection with a merger to Exchange tribal

sheets, or just to return them or just their issue, the

Project Fusion method and time for their submission or just for takeover

newly issued ordinary leaves.



section 88a



The amount of any balance due to the shareholders of a participating company or

participating companies must not exceed 10% of the amount of the increase

the capital of the acquiring company from the assets of the company being acquired

the company or companies being acquired in a merger or the merger

the capital of the acquiring company in formation.



Part 2



Changes to the amount of deposits and capital of the acquiring company

merger merger



§ 89



Increase in the capital of the acquiring company from the assets of the company being acquired

company



(1) to increase the capital of the acquiring company from assets

the company may be



and the exchange of the shares) for the admission of new deposits and shares in associates

defunct company in Exchange for shares in the company

the company,



(b)) for the purpose of exchange of shares by increasing the deposits existing shareholders

the acquiring company, who were at the same time the shareholders of the company

defunct company in Exchange for shares in the company being acquired and the

the founding legal act of the acquiring company does not allow

Companion owned more shares, or



(c) the existing shareholders by increasing the deposits) of the acquiring company, and

If there is no exchange of shares, if there is no change in the persons

the shareholders of the acquiring company.



(2) the amount of the capital increase referred to in paragraph 1 (b). a) and b)

attributable to the shareholders of the company shall not be higher than

the amount of the valuation of the assets of the company being acquired from expert opinion.



(3) the amount of the increase the registered capital of a limited liability company

referred to in paragraph 1 (b). (c)) shall not be higher than the amount of the valuation of assets

the company recorded from expert opinion or the sum of these

the amounts involved in the merger, if more companies being acquired. The amount of the

the capital increase shall be divided between the existing partners

the recipient companies in proportion to their shares in the company being acquired

the company. If the existing shareholders of the acquiring company does not

the shareholders and the company, the amount of the increase

the capital of the acquiring company among the shareholders in proportion

their shares in the acquiring company.



(4) the capital increase of the assets of the company being acquired when

the merger of the merger shall not apply provisions of the Act, which governs the legal

ratios of commercial companies and cooperatives, to increase the basic

capital.



§ 90



Increase in the capital of the acquiring company from its own

resources



(1) as part of a merger can be always increase the basic

the capital of the acquiring company from its own resources detected from its

the last ordinary, extraordinary, final or interim financial statements

built before the drafting of the merger. This increase of the basic

capital only involved the former shareholders of the acquiring

the company.



(2) if it is going to increase the capital of the acquiring company

referred to in paragraph 1, the provisions of the Act, which governs the legal

ratios of commercial companies and cooperatives, to increase the capital

limited liability company shareholders by increasing the deposits or the creation of

new shares from their own resources, with the exception of the provisions on the content of the

the invitation to the general meeting when the capital increase, about the contents of

resolution of the general meeting and on the registration of the capital increase to

the commercial register.



(3) the resolution of the general meeting of the acquiring company on the merger must be used when

the procedure referred to in paragraphs 1 and 2 also contain



and) specifying a custom source or sources of the acquiring company, of which

the capital increase, broken down according to the structure of your own

equity in the financial statements,



(b)) the amount of the capital increase from own resources and



(c)) the amount by which the amount of the contribution of each of the earlier increases

a shareholder of the acquiring company or the information which new share with him

a corresponding amount of the deposit to each of the partners.



§ 91



Reduction of the share capital of the acquiring company



(1) as part of a merger by acquisition, can always be cut and base

the capital of the acquiring company by lowering the deposits of past Associates

the acquiring company.



(2) If a will reduce the capital of the acquiring company

referred to in paragraph 1, the provisions of the Act, which governs the legal

ratios of commercial companies and cooperatives, to reduce capital

company with limited liability, which reduces the amount of deposits

with the exception of the provisions on the content of the invitation to the general meeting with a reduction of

capital, the content of the resolutions of the General Assembly, on the registration of the reduction of

the share capital in the commercial register and on the protection of creditors in

reduction of share capital; the provisions of § 35 to 39 are not affected.



(3) the resolution of the general meeting of the acquiring company on the merger must be used when

the procedure referred to in paragraphs 1 and 2 also contain



and) the amount by which the reduced share capital,



(b)) how to change the amount of deposits the existing shareholders of the acquiring

the company, and



c) an indication of whether the amount by which the share capital will be reduced

paid to the current shareholders of the acquiring company, or about

How otherwise it will be loaded.



(4) if the amount of the capital reduction partly paid

the current shareholders of the acquiring company, provides a resolution of the General

meeting of the acquiring company and the period in which the amount is to be

paid to the shareholders.



(5) the amount of the reduction in capital may be paid to the shareholders

before the registration of the merger in the commercial register and before will be ensured

the claims of creditors of all the participating companies under this Act.

The same applies to the conclusion of the agreement on the waiver of the obligation to repay so far

the outstanding part of the deposit.



§ 91a



The combined capital increase and reduction of the acquiring

company



(1) in the event of the merger may be the capital of the acquiring

the company increased at the same time as the procedure under section 89, pursuant to section 90.



(2) in the event of the merger may occur to a concurrent increase in the basic

the capital pursuant to § 89 and 90 and the reduction of share capital under section 91. When

This procedure can be reduced even below the capital amount to be fixed

the law, which regulates the legal relations of the companies and

cooperatives will be increased at the same time, so that at the time of registration of the merger within

commercial register has reached at least the minimum amounts laid down by law,

which regulates the legal relations of the trading companies and cooperatives.



Part 3



Expert for the merger



§ 92



(1) if requested by one of the partners, an interested

the company without undue delay, a proposal for the appointment of an expert for merger and

shall submit to the general meeting for approval or this companion to

outside the general meeting approval of merger without undue delay after the

the review appraiser for a merger; the review shall be carried out only at

the participating companies, whose partner asked for a review;

the provisions of § 113 to 116 the expert for a merger and an expert report on the merger

shall apply mutatis mutandis.



(2) the procedure referred to in paragraph 1 could not convene for the purpose of

approval of the merger until the draft terms of merger examined by an expert for

the merger, unless with the consent of all the other partners.



(3) if the application of a shareholder referred to in paragraph 1 is granted, and the merger was

However, this fact does not prevent approved the registration of the merger in the commercial

the register.



(4) the company is not obliged to grant the request of a shareholder,

If you no longer meet the request by another companion.



Part 4



Information about the project of the merger



§ 93



(1) at least 2 weeks before the date of the general meeting, which is to be

approved the merger, shareholders must be delivered



and the draft terms of merger)



(b)) the accounts of all the participating companies with limited liability for

the last 3 financial years, if the participating company with limited liability

restricted during this period takes such financial statements, if applicable, the legal

the predecessor, if the participating company with limited liability company law

the ancestor, and the auditor's report on verification, if required,



(c)) the final accounts of all the participating companies with limited liability

limited, the opening balance sheet of the acquiring company with limited liability


limited, if the effective date of the merger is preceded by a copy of the draft terms of merger and

the auditor's report on verification, if required,



d) interim financial statement and Auditor's report on the verification or

half-yearly report in accordance with the law on the capital market, if

are required,



e) joint report of the merger or any message on the merger of all participating

companies, if required,



(f) the expert report on the merger) or all of the expert reports of the merger of all

the participating companies, if required.



(2) each participating undertaking together with the documents referred to in paragraph 1

sends a notification that the shareholders have the right to meet at the headquarters of

companies with expert for the valuation of assets, if required.



(3) if the merger has to be approved by the shareholders outside the general meeting,

the company shall send the documents referred to in paragraph 1 and the warning referred to in

paragraph 2, together with a proposal for the shareholders of the decision on the merger of General

the pile.



section 93a



(1) If a shareholder has agreed to by the participating company will be to

providing information to the use of electronic means, he may be

copies of the documents referred to in section 93 para. 1 and 2 are sent electronically.

Consent can be put in any way, from which it follows that intention.



(2) the provisions of paragraph 1, and article 93 shall not apply if interested

the company shall make available on the website of the documents referred to in § 93

paragraph. 1 and 2 for at least 2 weeks prior to the date on which the merger has

decisions by the general meeting or merger partner has a General

pile, and Internet site allows shareholders throughout this period

downloading and printing the documents referred to in section 93 para. 1 and 2. The provisions of the

section 33b of the security of the website shall apply mutatis mutandis.



(3) If the participating company on their website

available at the same time as well as an expert for the valuation of the assets referred to

in section 93 para. 2 must publish on the website and the notifications referred to in

section 93 para. 2.



(4) If for any reason whatsoever to interrupt access to the continuously

website for longer than 24 hours, transmit to the interested

company shareholder instruments referred to in section 93 para. 1 without undue

delay, but not later than 2 days before it will be held by the General

meeting or has a companion merger.



Part 5



Approval of merger



§ 94



(1) the resolution of the general meeting of the company approving the merger involved must

include the approval of the



and project mergers and)



(b)) the final accounts the companies involved and the opening

the balance sheet of the acquiring company if the effective date of the merger is preceded by the

copy of the draft terms of merger or interim financial statements of the company

the company.



(2) the provisions of the Act, which regulates the legal relations of business

companies and cooperatives, on the prohibition of the exercise of voting rights in the case of

non-monetary contributions shall not apply in the vote on the merger.



§ 95



If there is an increase or decrease of the registered capital of the acquiring

the company under this Act, contains the invitation to the general meeting

all participating companies as well as an indication of the



and to the partners which) of the participating companies is the capital

the acquiring company increased or reduced



(b)) whether it is a capital increase from own resources of the acquiring

of the company or of the assets of the company being acquired and the



(c)) whether the combined increase in the share capital or to

the combination of the increase and reduction of capital.



§ 95a



(1) the Manager of a participating company get acquainted before the vote on the approval of

Fusion partners with expert report on the merger, if required, and the

all substantial changes concerning equity, which occurred in the period from

copy of the draft terms of merger in the date of the general meeting which decides on

the merger, in all the participating companies. The accuracy of notification of changes

regarding equity must be confirmed by the Auditor, if subject to

the company statutory audit, or an expert who carried out the awards

Fortune.



(2) the Managing Director shall inform the company concerned about changes to the assets referred to in

paragraph 1, the Managing Director of other participating companies so that they can

inform your general meeting.



(3) if the merger has to be approved by the shareholders outside the general meeting, the

the Manager must provide the shareholders the information referred to in paragraph 1

in writing, together with a proposal for a decision on the merger outside the general meeting.



(4) introduction to changes in equity is not required, unless the advance

They agreed to all the members of all participating companies.



section 95b



(1) if the acquiring company is the sole member of the relevant

of the company and, as a result of a merger does not result in a

the social contract or memorandum of the acquiring company,

does not require the approval of the merger by the general meeting, the sole member or

the shareholders of the relevant participating companies. This also applies in the case

the sole shareholder of the company being acquired is different

the company being acquired.



(2) the shareholders of the acquiring company, whose deposits they achieve at least

5% of the capital of the acquiring company prior to the merger, they have the right

to require that a general meeting of the acquiring company in order to

approval of the merger within one month from the date on which have been published pursuant to § 33

or published in accordance with § 33a of the data according to § 33 para. 1 (b). (b)).



(3) the information referred to in § 33 para. 1 (b). (b)), if they are interested

the company referred to in paragraph 1 shall be published in accordance with § 33

or published in accordance with § 33a of at least 1 month before the date on which it is to be

an application for registration of the merger in the commercial register. This also applies to

the fulfilment of obligations pursuant to § § 93 or 93a. The provisions of § 287b para. 2, the

apply, mutatis mutandis.



(4) if the last annual financial statements or extraordinary financial statements

any of the companies involved, where appropriate, interim financial statements,

If required, or her final accounts has not been approved

the General Assembly, the sole member or members of the participating

the company before the registration of the merger in the commercial register, approve it

the general meeting of the sole shareholder, or shareholders of the acquiring company

After the registration of the merger in the commercial register.



(5) If you want to change the social contract or the founding

of the Charter of the acquiring company referred to in paragraph 1, shall be required to

the merger of the merger agreement by the general meeting of the acquiring company or

its sole partner.



§ 96



When the merger by formation of the partnership agreement or the memorandum

the acquiring company does not contain information about the Manager of deposits, the first

managers or jednatelích, any member of the Supervisory Board and the

the ways and times to meet deposit obligations when establishing the

the company are met.



section 96a



(1) if the deposit is not a shareholder of the company prior to the preparation of

the project of the merger and has not been repaid by the waiver obligation to repay the deposit,

contains the partnership agreement or the memorandum of the acquiring

the company how and for repayment of the deposit of that shareholder.



(2) the obligation to repay the deposit to the waiver in the event of the merger on the

existing shareholders of the acquiring company can occur only if the

to reduce the share capital of the acquiring company according to §

91. the shareholders of the company waive the deposit can only be used in

If so provided by the draft terms of merger.



(3) If an obligation to pay benefit companion so far

the outstanding part of the deposit, shall not apply in the vote at the general meeting of

the merger provisions of the Act, which regulates the legal relations of business

companies and cooperatives, on the prohibition of the exercise of voting rights in the event that

It is a companion to the default in repayment of the deposit and to be remitted

fulfilment of the obligation.



Part 6



The exchange of shares



§ 97



The acquiring company shall be exchanged for shares of the company in a merger

for their shares, if such shares at the time of registration of the merger in the commercial

Register



and in her assets)



(b)) in the assets of any company, or



(c)) in the possession of a third person, which is held in its own name but on behalf of some of the

of the participating companies.



§ 98



The acquiring company shall be exchanged for shares of the extinct

shares, if the same persons participate in the same proportion as the

the acquiring company, in the company of the company, unless this is

It was in breach of the prohibition, waive the repayment of the deposit shall be as

draft terms of merger.



§ 99



If the acquiring company owns shares in his property or is

on its own behalf on behalf of the acquiring company holding by a third party or

It should go as a result of a merger, the acquiring company may use

These shares to be exchanged for shares of the defunct company.



section 99a



When the formation may not be the sum of the deposits of shareholders of the company

companies in the acquiring company are higher than the amount of the valuation of assets

the company recorded from expert opinion.



section 99b



Provisions of the Act, which regulates the legal relations of business companies

and cooperatives, on the obligation to pay the difference between the amount on which the


awarded a non-monetary contribution, and its fair value in setting up

the company or increase its capital shall not apply.



§ 99 c



If the companion to the late surrender or acceptance of the newly

provision of a voucher, the procedure shall be according to the law, which

regulates the legal relations of the trading companies and cooperatives in the late

partnership with voucher. Time for submission or

takeover of the ordinary leaves may not be longer than 2 months from the registration of the merger within

the commercial register.



TITLE VI OF THE



SPECIFIC PROVISIONS RELATING TO THE MERGER OF THE JOINT-STOCK COMPANY



Part 1



Some of the provisions of the merger of the limited company



§ 100



(1) the project of the merger also includes joint-stock company



and) in connection with Exchange ratio, an indication of how many shares of the acquiring

the company will be exchanged for one share of the company with

details of the type, form, transferability, nominal value, unless the

shares without nominal value (hereinafter referred to as "unit shares"), and any data

their admission to trading on a regulated European market that will

replaced by paper, book-entry securities or immobilised

security, including detailed procedural rules when their Exchange, which

shall contain at least the manner and time for the presentation of the shares issued by the company

by the company as security for Exchange, Exchange, or if the indication of the

the fact that the shares will be either all or some shareholders exchanged with

giving the reason, if this fact known at the time of project

the merger,



(b) determine how they will be) in a merger by merging the acquired shares of the acquiring

the company needed to exchange for the shares of the shareholders of the company

the company,



(c) an indication of the influence of the) merger by acquisition, the shares of existing shareholders

the acquiring company, in particular an indication of the fact that their shares

are not subject to Exchange, or an indication of the fact that they break down, that increases or

reduces their nominal value or changing the type or form, or whether the

an exchange of shares issued as book-entry securities or

immobilized securities or vice versa, including the rules of procedure for the

their Exchange or submission to indicate changes to the nominal value, which

shall contain at least the manner and time for the presentation of shares of the acquiring

the company issued as paper,



d) rights that the acquiring company will provide the owners of

securities or book-entry securities, which

they are not stocks, or zatímními leaves, where appropriate, measures for

It proposed,



e) procedure in the event that the shareholders of the companies involved a

the right to sell off shares in the acquiring company, in particular an indication of the time and

the way the publication of public contract, or on the procedure for

exercising the right to purchase shares under § 49a-49d,



f) data about how many seats on the Supervisory Board or Management Board of the acquiring

joint-stock company to be filled by persons elected employees

acquiring joint-stock company, determine if the statutes of the acquiring

the company, stating that this space is temporarily not used and will be

occupied until after the registration of the merger in the commercial register.



(2) if the successor company the sole shareholder of the company

the company does not have the project merger by acquisition, the data referred to in paragraph

1 (b). a), b) and (e)) and in section 70 para. 1 (b). (b)), and (e)). This is true even in the

If there is no exchange of the shares of any shareholder of the company

companies for a share in the acquiring company from another legal

reason.



(3) the starting point of the period for the submission of the securities cannot

precede the date of registration of the merger in the commercial register.



(4) has not issued if an interested Corporation on a share in stock

the company has not yet no participation or book-entry securities

participation securities, this fact shall be indicated in the draft terms of merger. In

this case is not mentioned in the rules of procedure of the merger when replacing

the shares, but the rules for the issue of shares of the acquiring company.



§ 101



(1) if it is not repaid the issue price, the shareholder shall be obliged to pay off even

After the registration of the merger in the commercial register, as he was obliged, before

the entry, unless this obligation will be granted immunity from shareholders to pay off

the outstanding part of the issue price of the shares.



(2) to repay the outstanding obligations of the waiver portion of the issue price

shares in a merger by merging with the existing shareholders of the acquiring

the company can occur only if there is a reduction of share capital

the acquiring company according to § 110.



(3) waive the obligation to repay the unpaid issue price for

the shareholders of the company can only if so provided by the

draft terms of merger, just after the registration of the merger in the commercial register and, if

secured creditors ' claims under this Act.



(4) in order to be granted immunity from the obligation to repay shareholders still outstanding

part of the issue price of the shares, they shall not apply in the vote at the general meeting

the merger provisions of the Act, which regulates the legal relations of business

companies and cooperatives, on the prohibition of the exercise of voting rights in the event that

a shareholder is in default in repayment of the deposit and to be remitted

fulfilment of the obligation.



§ 101a



(1) upon the merger of the place in the Supervisory Board or Management Board of the acquiring

the company, to be filled according to the statutes the persons elected

employees of the acquiring company's stock before the registration of the merger in the

commercial register not used.



(2) the election of the members of the Supervisory Board or the Management Board of the acquiring company

elected staff members shall be made within 90 days after registration of the merger in the commercial

the register.



Part 2



The share exchange ratio and the supplements



the title launched



§ 102



(1) the shares are to be taken to exchange for shares of the company

the companies being acquired or obtained, even only in part by the acquisition of own

the shares of the acquiring company prior to the registration of the merger in the commercial

the register and the general meeting of the acquiring company has not yet reached a decision on

options to acquire its own shares in accordance with the law, which governs the legal

ratios of commercial companies and cooperatives, the provisions

a special law on the acquisition of own shares joint-stock company

by analogy.



(2) in such cases, the decision of the general meeting of the acquiring

on the merger and company rules required for the acquisition of own shares

the law, which regulates the legal relations of the companies and

cooperatives.



§ 103



Increase in the capital of the acquiring company from the assets of the company being acquired

company for the shareholders of the company



(1) If you want to acquire the shares of the acquiring company to

Exchange for shares of the company to raise capital

the acquiring company from the assets of the company or

the companies being acquired by issuing new shares in the acquiring company,

should the general meeting of the acquiring company for approval of merger

by merging either contain credentials for the Board of Directors to decide on

increase the share capital by issuing new shares to the extent necessary

for the Exchange, or determine the type of form, the number and unless the shares, and

nominal value of shares to be issued to the shareholders of the company

society in the capital increase of the assets of the company being acquired

the company and whether the shares will be issued as book-entry securities,

security or immobilised paper.



(2) the decision of the Board of the acquiring company to increase

the share capital by issuing new shares issued on the basis of a mandate

the general meeting referred to in paragraph 1 shall contain the designation of the species, forms,

the number and unless the piece shares the nominal value of the shares, which will be for

the shareholders of the company or companies being acquired issued

and whether the shares will be issued as paper, book-entry securities

or immobilised paper, and must be taken by a notary

write.



§ 104



On the capital increase of the assets of the company being acquired for

the shareholders of the company shall not apply in the event of the merger

provisions of the Act, which regulates the legal relations of business companies

and cooperatives, to increase the capital. The provision of section 99b of the exclusion

the obligation to pay the amount of the fair value of the subject of in-kind contribution

shall apply mutatis mutandis.



the title launched



§ 105



For the shareholders of the company shall be issued in a merger only as many

shares, the sum of the nominal or book value does not exceed

the amount of the valuation of the assets of that company arising from the expert opinion for

the valuation of the assets.



the title launched



Section 106



Supplement may not exceed 10% of the nominal or book value of the shares which

to be exchanged for shares of the company or companies being acquired

companies.



§ 107



(1) If, as a result of the merger the shareholders shall pay supplements

the company, which is to be paid out to shareholders, payment of the balance payment

-payments to a third party (hereinafter referred to as the "designated officer"). Responsible person may

only be



and) the Bank,



(b)), savings and credit cooperative,



c) a securities dealer, or



(d)) a foreign person, whose business corresponds to the activity of some


of the persons referred to in points (a) to (c)).)



(2) the company shall provide the necessary amount of money

designee prior to the registration of the merger in the commercial register.

The participating company is not entitled to dispose of the funds.



(3) the authorized person returns the unpaid money, together with interest

the acquiring company without undue delay after elapsed time

for the payment of the fees provided for in the merger.



(4) the funds Provided are not part of the insolvency estate

the assignee, if the bankrupt under the Insolvency Act

a similar situation occurs, or under the law of another Member State

than the United States.



Part 3



The effect of merger by acquisition, the acquiring existing shares issued by

companies



section 108



If the shares of the shareholders of the acquiring company splitting or

will change their nature or form, shall apply mutatis mutandis to the provisions of

a special Act of the share split, to change the type or form of shares,

If it is not stipulated otherwise.



section 109



Increase in the capital of the acquiring company from its own

resources for existing shareholders of the acquiring company



(1) as part of a merger by acquisition, you can always increase the basic

the capital of the acquiring company as well as from its own resources detected from its

the last ordinary, extraordinary, final or interim financial statements

built before the drafting of the merger. This increase of the basic

capital only involved the former shareholders of the acquiring company.



(2) when the capital increase referred to in paragraph 1 shall apply

provisions of the Act, which regulates the legal relations of business companies

and cooperatives, to increase the capital from its own resources, in which the

increasing the nominal or book value of the shares.



(3) the provisions of the Act, which regulates the legal relations of business

companies and cooperatives, on terms of the invitation to the general meeting, or

notice of the venue when the capital increase from own

resources, on the content of the resolution of the General Assembly and on the registration of the General

meeting to increase the share capital and the increase in enrollment

capital in the commercial register shall not apply.



section 109a



Increase in the capital of the acquiring company from the assets of the company being acquired

the society for the existing shareholders of the acquiring company



(1) the basic capital of the acquiring company can be in the event of the merger

increase for existing shareholders of the acquiring company as well as an increase in

nominal or book value of the assets of the company being acquired their shares

the company or companies or the issue of new shares, even if

There is no exchange of shares, if there is no change in the person of the shareholders

the acquiring company.



(2) the amount of the capital increase referred to in paragraph 1 shall not be higher

than the amount of the valuation of assets of the company being acquired from opinion

expert or the sum of these amounts, when taking part in a merger of multiple companies

companies.



(3) the amount of the capital increase referred to in paragraph 2 shall be shared between the

existing shareholders of the acquiring company in the ratio of the nominal value

their shares in the company, or by the number of pieces by them

owned shares, if the shares. If they are not shareholders

the company at the same time, the shareholders of the acquiring company,

divide the amount of the capital increase referred to in paragraph 2 between the

existing shareholders of the acquiring company, in proportion to the nominal value

or according to the number of their shares in the acquiring company.



(4) the capital increase of the assets of the company being acquired for

the former shareholders of the acquiring company in a merger by merging

do not apply the provisions of the Act, which regulates the legal relations of business

companies and cooperatives, to increase the capital. The provision of section 99b

on the exclusion of the obligation to pay the amount of the fair value of the subject

in-kind contribution shall apply mutatis mutandis.



§ 110



Reduction of the share capital of the acquiring company by reducing the nominal

or the book value of the existing shares



(1) as part of a merger by acquisition, can always be cut and base

the capital of the acquiring company by reducing the nominal or book value

shares which own the existing shareholders of the acquiring company.



(2) if it reduces the nominal or book value of the shares of the existing

the shareholders of the acquiring company, the provisions of the Act, which

regulates the legal relations of the trading companies and cooperatives, to reduce

capital, which leads to a reduction in the nominal or book

the value of shares.



(3) the provisions of the Act, which regulates the legal relations of business

companies and cooperatives, on the content of the invitation to the general meeting, or

notice of the venue in the capital reduction, the content

resolutions of the General Assembly, on the registration of resolutions of the General Assembly to reduce

capital and write reduction of share capital in the commercial

Register and on the protection of creditors in reduction of share capital,

do not apply; the provisions of § 35 to 39 are not affected.



(4) the amount of the capital reduction may not be paid before registration

the merger in the commercial register and before the secured accounts receivable

creditors of all the participating companies under this Act. The same thing

applies to the conclusion of the agreement on the waiver of the obligation to repay so far

the outstanding part of the issue price of the shares.



§ 111



The combined capital increase and reduction of the acquiring

company



(1) in the event of the merger may be the capital of the acquiring

the company increased at the same time as the procedure under section 103 or 109, so

under section 109.



(2) in the event of the merger may occur to a concurrent increase in the basic

capital under section 103 or 109, 109a, and to reduce the share capital of

under section 110. When you do this, the existing share capital can be

the acquiring company reduced even below the amount provided by law, that

regulates the legal relations of the trading companies and cooperatives, if

at the same time increased, so that at the time of registration of the merger in the commercial register

has reached at least the amount specified by law, which regulates legal relations

commercial companies and cooperatives.



Part 4



Expert for the merger



§ 112



Shall examine the draft terms of merger in each of the participating public limited liability companies

the expert for a merger for the concerned designated by the company or

expert for the merger of appointed for all the companies involved, the

the joint request of these participating companies.



§ 113



(1) an expert for the merger processes of the written report on the outcome of the review

review of merger (hereinafter referred to as the "expert report on the merger") for

the shareholders of each of the participating companies, for which he was appointed.



(2) if the expert appointed for a merger for all participating companies

processes a common expert report for all participating companies.



(3) the Expert report on the merger's expert opinion pursuant to the Act

relating to the experts.



section 114



Expert report on the merger must contain, in addition to the formalities required by the

a special law also



and an expert opinion for the merger) as to whether the share exchange ratio with

any supplementary charges is fair and reasonable,



(b) an indication, in accordance with what) method, or methods, established the exchange ratio

shares,



(c)) a statement whether this method or the methods are for the case

reasonable,



(d) an indication of which Exchange) relationships would be achieved when you use each of the

methods, if used more methods; at the same time stating an opinion on the

what weight was attributed to each of the methods in the determination of

share exchange ratio,



e) whether and what specific difficulties encountered in valuation.



section 115



(1) an expert for the merger has the right to request from any of the participating companies, it is

the controlling and controlled persons all information and documents, which

are required to process the expert reports of the merger, and has the right to perform

for these people the necessary investigation.



(2) in the expert report on the merger cannot be placed information, if



and the placing of this information) could cause major damage to some of the

the participating public limited companies or controlling or controlled

person,



(b)) this information is the subject of a trade secret of one of the

the participating public limited companies or controlling or controlled

a person, or



(c)) this is a classified information under a special law.



(3) if the expert report on the merger of the information referred to in paragraph 2

does the report must include communication, why are these indications do not.



§ 116



(1) an expert for the merger passes the expert report on the merger of the boards of Directors of all

the participating companies.



(2) expert reports on the merger must be available for inspection by the shareholders present

at the general meeting, which will decide on approval of the merger.



§ 117



The expert report or expert reports of the merger are not required if the

agreed, all shareholders of all the participating companies, or

If the company merges with its sole shareholder.



Part 5



Information about the project of the merger




§ 118



Notification according to § 33 para. 1 (b). (b)) or the information published in accordance with §

33A must also include at least



and a warning to shareholders on) their rights under section 119 or 119a,



(b)) if the general meeting shall take place one or more of the participating

companies warning for shareholders of participating companies

on their rights under section 131 or



c) warning for the shareholders of the company on duty

acquiring company to purchase shares under section 144 paragraph. 1, § 145, or

§ 49a.



§ 119



(1) at the registered office of each of the participating public limited companies must be

reference to shareholders at least 1 month before the fixed date of the

the general meeting which is to decide on approval of the merger,



and the draft terms of merger)



(b)) the accounts of all the participating companies for the last 3 financial

period if the participating company during this period takes, or

such accounts, the legal predecessor to the interested public limited

the legal predecessor of the company, and if required, also the auditor's report

on their verification,



(c)) the final accounts of all participating public limited liability companies,

the opening balance sheet of the stock of the acquiring company if the record date

the merger is preceded by a copy of the draft terms of merger, and if required also reports

Auditor's report on verification,



d) interim financial statement and Auditor's report on its verification, or

half-yearly report in accordance with the law on the capital market, if

require,



e) joint report of the merger or any message on the merger of all participating

companies, if required,



(f) the expert report on the merger) or all of the expert reports of the merger of all

the participating companies, if required, and



(g)) an expert for the valuation of assets, if required and if not

part of the expert reports of the merger.



(2) the company shall issue to each shareholder who so requests, without

undue delay, free of charge a copy of or extract from the documents referred to in

paragraph 1 (b). a) to (f)), if required.



(3) If a shareholder has agreed to by the participating company will be to

providing information to the use of electronic means, he may be

a copy of the documents sent electronically. Consent can be put in any

in a way that follows the will of the shareholders.



section 119a



(1) the company is not obliged to disclose the documents referred to in

section 119 paragraph 1. 1 at its head office, if shall publish for at least 1 month

before the date of the general meeting which is to decide on

approval of the merger until 1 month after its venue on the Internet

the page. The provision of section 33b of the security of the Internet pages

apply, mutatis mutandis.



(2) the provisions of § 119 paragraph. 2 and 3 shall not apply if the Internet

This page allows you to shareholders throughout the period referred to in paragraph 1 download

and printing the documents referred to in section 119 paragraph 1. 1.



(3) If for any reason whatsoever to interrupt access to the continuously

website for longer than 24 hours, is interested

the company is obliged to fulfil the obligations referred to in section 119, that the time for

their performance is running at the moment of expiry of the period of 24 hours.



§ 120



(1) if it is not to be held by the general meeting of the acquiring stock

the company pursuant to section 129, is decisive in terms of time for compliance with the

obligations under section 118, 119 or 119a merger by day, on

which is convened by the general meeting of the company. They are to be held

the general meeting of the companies being acquired on different days, the applicable

the day on which it is convened the first of these general meetings.



(2) if the general meeting is held none of the participating companies

pursuant to § 132, is decisive in terms of time for compliance with the obligations pursuant to §

118, 119 or 119a day all the companies concerned, which has to be

an application for registration of the merger in the commercial register.



Part 6



Approval of the merger



The approval by the general meeting



§ 121



(1) in the invitation to the general meeting or in the notice of the convening of the

meeting which is to approve the merger, shareholders must be alerted to the

their rights under section 119 or 119a and invitation or notification shall

include the selected data from the financial statements, to be General

tons of approved.



(2) in the invitation to the general meeting or in the notice of the convening of the

meeting of the acquiring company, which has to approve the merger, the merger is

also indicate the details of the impact of merger by acquisition of existing shares

the shareholders of the acquiring company, in particular, that the shares of the existing

the shareholders of the acquiring company are not subject to Exchange or that they break down,

that increases or decreases their nominal or book value with

an indication of the total amount by which the increase or decrease in the nominal or

the book value of all shares of the existing shareholders of the acquiring

the company, or that change their type or form or an

Exchange of securities in book-entry securities or immobilised

or vice versa.



(3) If there is an increase or reduction of share capital

the acquiring company under this Act, contains the invitation to the

a general meeting of all of the participating companies, or notification of its

the venue and the number of shareholders of the companies involved for what is

capital increased or reduced, whether it is on the increase

the capital of the acquiring company's own resources or from

the assets of the company, whether the combined increase

the capital or to the combination of the increase and decrease in the basic

capital.



§ 122



(1) the general meeting of shareholders must be freely accessible for consultation by

the instruments referred to in section 119 paragraph 1. 1, if required.



(2) the Board of Directors at the beginning of the general meeting of the shareholders of the project will clarify the

the merger.



(3) the Board of Directors of the participating companies become acquainted before the vote on the

approval of the merger to shareholders, an expert report on the merger, if

requires, and with all substantive changes relating to assets for which the

in the period from the copy of the draft terms of merger to the date of the general meeting,

to decide on the merger, in all the participating companies. The accuracy of the

notification of changes relating to the property must be certified by an auditor,

If the company is subject to statutory audit, or an expert who carried out the

the valuation of the assets.



(4) the Board of Directors of the companies involved shall inform about changes in equity

pursuant to paragraph 3 of the Board the other participating companies

in order to inform their respective general meetings.



(5) overview of the changes in the assets referred to in paragraphs 3 and 4 shall not be required,

If all shareholders have agreed in advance to all interested

companies.



§ 123



Resolution of the general meeting of the company approving the merger

the merger must have the approval of the



and merger by acquisition and project)



(b)) the final accounts of the company and the opening balance sheet

of the acquiring company if the effective date of the merger is preceded by a copy of the

merger, or interim financial statements of the company

the company.



§ 124



The general meeting of the acquiring company for approval of merger

the merger must contain



and approval of the merger by acquisition project),



(b)) approval of the final accounts of the acquiring company and its

the opening balance sheet, if the effective date of the merger is preceded by a copy of the

merger, or interim financial statements, and



(c)) the decision on the issuance of new shares or the credentials of the Board

the issuance of new shares or options to acquire its own shares, if

need for the exchange of shares of the company for the shares of the acquiring

the company, pursuant to section 103.



section 125



If the increased share capital of the acquiring company pursuant to §

109, the resolution of the general meeting of the acquiring company for approval

merger by acquisition also contain



and) the amount of the capital increase from own resources of the acquiring

the company and the



(b)) indicate a custom source or sources of the acquiring company from

the last ordinary financial statements, extraordinary financial statements, the final account.

statements or interim management statements prepared prior to the preparation of the project

the merger, which will be the capital increased, broken down according to the structure

equity in the financial statements.



section 125a



If the increased share capital of the acquiring company pursuant to §

109a, the resolution of the general meeting of the acquiring company for approval

merger by acquisition also determine the amount of the capital increase

the acquiring company from the assets of the company or

the companies being acquired.



§ 126



If you reduce the capital of the acquiring company pursuant to §

110, the resolution of the general meeting of the acquiring company for approval

merger by acquisition also contain



a) amount by which reduces the nominal value of the existing shares

the acquiring company unless the piece shares



(b)) the amount by which the present share capital is reduced of the acquiring

the company, and



c) an indication of whether the amount by which the share capital will decrease the acquiring

the company will be paid the current shareholders of the acquiring

the company with an indication of the period for its payment, or an indication of how


otherwise it will be loaded.



§ 127



They are to be the shares of the acquiring company after registration of the merger in the

Register of companies admitted to trading on a regulated European

market, the resolutions of the General meetings of all the participating companies

include consent to submitting an application for their admission to trading on

the European regulated market; This does not apply if the shares of the acquiring

the company admitted to trading on a regulated European market.



§ 128



The resolutions of the General meetings of all of the companies being acquired on the approval of the merger

the merger must contain



and approval of the merger by the project),



(b)) approval of the final accounts of the company being acquired and the opening

the balance sheet of the acquiring company if the effective date of the merger is preceded by the

copy of the draft terms of merger or interim financial statements of the company

company, if you have not yet approved, and



(c)) to be the acquiring company's shares admitted to trading on

a regulated European market, consent to their adoption request

to trading on a regulated European market.



Exceptions to the approval of the merger by the general meeting



§ 129



If not the current shareholders of the acquiring stock

the company's shares, or there is no change to the articles of Association of the acquiring

companies that are not raised on the exchange ratio of shares does not require

with the approval of the merger by acquisition, the acquiring company pursuant to this

the law, if



and the obligation) under section 33 or 33a and § 120 paragraph 1. 1,



(b) all shareholders of the acquiring company) could exercise the rights referred to in

section 119 or 119a and



(c)) the acquiring company owns at least 90% of the shares of the company

of the company with voting rights.



§ 130



If it has not yet been approved by the last annual or extraordinary financial

statements of any participating company or of interim financial

statements, if required, or her final accounts by the General

tons of or the sole shareholder of the company concerned before

registration of the merger in the commercial register, approves the financial statements

the sole shareholder or the general meeting of the acquiring company after registration

the merger in the commercial register. Approval of the opening balance sheet in this

the case is not required.



§ 131



(1) the existing shareholder or shareholders of the acquiring company, who

are the owners of the shares, the total nominal value is

at least 5% of the subscribed capital of the acquiring company before

merger, have the right to ask the Board of Directors of the acquiring

the company to convene a general meeting for approval of the merger by acquisition

within one month from the date on which data have been published in accordance with § 33 para. 1

(a). (b)) or published in accordance with § 33a and 118. If the company has issued

preferred shares without voting rights, reducing the nominal value of the

of these shares, the amount of capital for the purposes of the calculation referred to in the sentence

the first.



(2) the articles of association may grant the right to require the convening of the general meeting, even when

lower the nominal value of the shares.



§ 132



(1) if the acquiring company Is the owner of all the shares of qualifying

to vote on the merger the company being acquired, does not require

with the approval of the merger under this Act, if



and the obligation) under section 33 or section 33a and § 120 paragraph 1. 2,



(b) all shareholders of the acquiring company) could exercise the rights referred to in

§ or § 119 and 119a



(c)) does not change the articles of Association of the acquiring company.



(2) the provisions of paragraph 1 shall apply also in the case that the only

companion of the company being acquired is another company

the company. The provisions of sections 130 and 131 shall apply for acquiring and

of the company. The provision of section 306a para. 2 shall apply mutatis mutandis.

The provisions of § 50 shall not apply.



(3) if the requirement laid down in paragraph 1 (b). a) to (c)),

requires the approval of the merger by the general meeting at least

the acquiring company.



§ 133



cancelled



Part 7



Exchange of shares



Section 1



Basic provisions



§ 134



The acquiring company shall be exchanged for shares of the company in a merger

for their shares, if the shares at the time of registration of the merger in the commercial

Register



and in her assets)



(b)) in the assets of any company, or



(c)) in the possession of a third person, which is held in its own name but on behalf of some of the

of the participating companies.



§ 135



The acquiring company shall be exchanged for shares of the defunct company for their shares,

If the same persons participate in the same proportion as in the acquiring

the company, in the company of the company, unless this would be contrary

with the ban waived repayment of the issue price of the shares, and shall be as

draft terms of merger. This procedure can be used to increase the nominal value of the

the existing shares of the acquiring company according to § 109a.



§ 136



If the successor company of its own shares on your property or your

name and on behalf of the acquiring company holding the third person or should it

should go as a result of a merger, the acquiring company may use these

the shares to be exchanged for shares of the defunct company.



§ 137



(1) exchange of shares shall be made in the time of 2 months from the date of registration of the merger within

the commercial register.



(2) If you want to exchange the shares issued as a security for the

book-entry securities, or vice versa, shall apply mutatis mutandis to the provisions of

of the Civil Code concerning the conversion of the securities in the book-entry securities

or on the conversion of book-entry securities on the securities. The provisions of the

paragraph 1 shall not apply.



(3) in order to cause immobilization of the exchanged shares, the provisions

the civil code and the law on capital market

immobilization of securities. The provisions of paragraph 1 shall not apply.



Section 2



Special provisions on the exchange of shares to be issued as a security



§ 138



They are to be replaced in connection with the merger of the acquiring company

shares admitted to trading on a regulated European market shall

all of the participating companies, whose shares are traded, obtaining

Exchange of securities dealer or a foreign person who has

registered office in a Member State and whose business corresponds to activities

brokerage house.



§ 139



(1) the shareholders are required to submit the existing shares and interim certificates in

time and in the manner specified in the terms of the merger.



(2) the draft terms of merger must contain a warning to shareholders on the possibility that the

shares and interim certificates not presented in due time may be

declared invalid without providing additional time to submit

shares may not be granted.



§ 140



(1) if the shareholders are in default with the presentation of existing shares

and interim certificates, even if the merger contained a warning of the possibility of

not to provide an additional period of time, the acquiring company may still

prompt, if it considers it necessary, and if such action is in the interests of

the company, in the manner specified by law and the articles of Association of the acquiring

the society for the convening of the general meeting to the shares and interim certificates

submit additional reasonable time to them for this purpose,

with lessons that otherwise will be proceeded according to § 141.



(2) if the project of the merger include the option of not granting

an additional period for the submission of shares or interim certificates, it shall invite the

acquiring company to shareholders, who are in arrears, way

designated by law and articles of Association of the acquiring company for convening the

meeting to shares and interim certificates presented in reasonable

time to them for this purpose, with lessons that otherwise it will be

proceeded according to § 141.



§ 141



(1) the acquiring company declared void the existing shares and

interim certificates, which were not returned in time pursuant to § 139. If it was

fixed an additional reasonable period to return under section 140 shall declare

the acquiring company shares and leaks interim certificates for the invalid to

After expiry of this period. Void cannot declare stocks that

were returned late, but before it is the acquiring company for the

invalid, she said.



(2) a statement of the shares and interim certificates for invalid recipient shall notify the

the shareholders of the company, whose shares and interim certificates have been declared

invalid (hereinafter referred to as "the person concerned"), the manner specified by law, and

the statutes for the general meeting of the acquiring company and

the Declaration shares and interim certificates invalid without undue delay

be made public.



(3) shares and interim certificates intended to Exchange sells the successor company

through a dealer in securities or foreign persons,

which has its registered office in a Member State and whose business is equivalent to

the activities of the brokerage house, without undue delay after the

the publication of the Declaration shares and interim certificates invalid on account

the person concerned on a regulated European market, if you are admitted to

trading on a regulated European market, or by public auction.

Place, time and subject of the auction shall be published in the acquiring company, at least 2

weeks before the event.



(4) the proceeds from the sale of shares and interim certificates after set-off of receivables

the acquiring company against the person concerned, arising in connection with


the Declaration shares and interim certificates and the sale of shares and

interim certificates shall be paid by the acquiring company without undue delay

to the person concerned.



§ 142



The returned shares and interim certificates the company without undue delay after the

their return.



Section 3



Special provisions on the exchange of shares issued as book-entry security

paper



§ 143



(1) if they are to be in connection with the merger of the acquiring company

shares issued as book-entry securities for shares issued as

book-entry securities or to change information concerning the shares in the register

book-entry securities, the acquiring company will ask Central

securities depository for the issue of book-entry shares or

informs you about the desired change in the particulars before the registration of the merger in the commercial

the register.



(2) the shares are issued as book-entry securities or make changes to

the data at the central register of securities shall ensure the acquiring

the company, so that this occurred at the time of 15 days after the registration of the merger within

the commercial register.



(3) the provisions of paragraphs 1 and 2 shall apply mutatis mutandis, if the shares are

immobilised securities.



Part 8



Redemption of shares of the acquiring company



Section 1



The voluntary buyout



§ 144



(1) if it is the acquiring company owns at least 90% of the shares

of the company with voting rights, the project of the merger by acquisition

include the obligation of the acquiring company to buy back shares, which have been

exchanged for other shares of the company being acquired.



(2) If a project contains the obligation of merger by acquisition, the acquiring

company to buy up the shares referred to in paragraph 1, does not require acquisition

News on the merger or expert reports on the merger and not apply the provisions of §

paragraph 118. 1 (b). and, § 119) or section 119a.



Section 2



Mandatory redemption



§ 145



(1) If, as a result of the merger will change the legal status of the shareholders

some of the participating companies so that an exchange of shares for

shares of another kind, a change in the rights attaching to a specific type of shares

that worsens the legal position of shareholders against the State before the

registration of the merger in the commercial register, to exchange shares admitted to

trading on a regulated European market for shares that are not

admitted to trading on a regulated European market, or to Exchange

shares whose negotiability is not limited, for the shares with limited

převoditelností, the draft terms of merger must include an obligation for the acquiring

companies buy back shares exchanged from a person who



and) was entitled to exercise the voting rights at the general meeting, the participating

the company, which has approved the merger,



(b)) participated in the general meeting and the



c) voted against approval of the merger.



(2) the obligation to buy back the shares of the acquiring company shall apply only

the shares of the acquiring company, which were exchanged for shares, which

were votes against to approve the merger.



Section 3



Common rules on redemption



§ 146



(1) If a project contains the obligation for the acquiring company merger

buy back shares, the company shall make an authorised

the shareholders of the public proposal of the contract not later than 2 weeks from the day on which the

registration of the merger in the commercial register became effective against third parties.



(2) the provisions of special legislation on public contracts for the purchase or design

Exchange of securities and takeover bids is here

do not apply.



§ 147



The public proposal of the contract must contain at least



and the name, registered office and) identification number of the acquiring company,



(b) the designation of the shares), to which the public proposal of the contract covered, their

the species, forms, or nominal value, the indication of whether or not they have been issued

as a valuable paper, book-entry securities or are immobilized, or

whether as a valuable paper or book-entry securities issued were not,

and their name according to the international numbering system for

identification of securities (ISIN), if allocated, the



(c)) the price for one share, while the price must be for everyone in

the same shares the same



(d)) method of notification of acceptance of a public contract or designation

the European regulated market on which it must be concluded,



(e)) for binding public the draft of the Treaty, which may not be less than

4 weeks and longer than 10 weeks from the date of its publication,



(f)) to the transfer of shares and the conditions of payment of the price.



§ 148



(1) the public proposal of the contract shall be published in a manner that is in accordance with

the law and the articles of Association shall be convened by the General Assembly, and in a manner

fixing the svolávala general meeting of the company being acquired.



(2) the public proposal of the contract is irrevocable and, after the publication of the

immutable; This does not apply if the recipient company has increased the offer

of the purchase price. This leads to an increase in the purchase price and in the contracts that have already

on the basis of such a public draft contracts.



§ 149



(1) the Treaty on the basis of a public contract which is concluded on

European regulated market, shall be concluded in accordance with the rules laid down

the organizer of the regulated market.



(2) the contract on the basis of the draft Treaty, which is not sealed

on a regulated European market is closed to delivery of written notification

shareholders of public acceptance of the draft Treaty of the acquiring company

in the manner referred to in it. The acquiring company is obliged to in writing

confirm the shareholders that the contract was concluded.



(3) a shareholder is entitled to revoke the contract proposal until

conclusion of the contract occurs. A shareholder is not entitled to change the proposal.



§ 150



(1) the acquiring company shall not later than one month from the date of

following the expiry of the binding nature of a public contract

take the paper shares or secure transfer of title to

book-entry or immobilised stocks.



(2) the acquiring company is obliged to buy shares at a price of reasonable

the fair value of the shares. The adequacy of the price must be documented by an authorized

expert.



(3) the purchase price is due upon transfer of shares, but no later than 1

months from the expiry of the binding nature of a public contract.



(4) if the purchase price proportionate fair value of the shares, the contract is

valid and any of the shareholders, which has adopted the public proposal of the contract,

entitled to claim the balance of the purchase price. The provisions of § 46 para. 2 and § 47

the transition law on the outstanding purchase price and on its application apply

by analogy.



§ 151



(1) if the acquiring company is in default with a public proposal of the contract,

a shareholder may, which should be the public proposal of the contract intended to make

the company's written proposal to contract for the purchase of shares, which would

could sell on the basis of the draft Treaty, and this at a reasonable

the price. The shareholder is not required to demonstrate the adequacy of the price by an expert opinion.



(2) if the acquiring company does not accept the proposal of the Treaty according to the

paragraph 1 within 15 days of receipt of the written contract proposal is a shareholder

entitled to demand the conclusion of the contract in court or may require

compensation for damages caused by the breach of the obligation to insure his contract. Can

also request compensation for reasonably incurred costs.



§ 151a



When you purchase shares under section 146 to 150 shall not apply the provisions of the articles of Association of the

transferability of registered shares.



Part 9



cancelled



§ 152



cancelled



§ 153



cancelled



TITLE VII



SPECIAL PROVISIONS CONCERNING THE MERGER OF PUBLIC LIMITED-LIABILITY COMPANY WITH A LIMITED

LIMITED



Part 1



General provisions



§ 154



Limited liability company may participate in the merger, with a joint-stock

companies. The acquiring company in a merger of companies with limited liability

limited or public limited companies can have any of these

forms, even if the merger goes through a merger, or merge if a company of the same mold.

The provisions of this Act on the change of legal form shall not apply.



§ 155



(1) the draft terms of merger, which participates in the limited liability company, in

the case that the acquiring company will take the form of joint-stock company

or the acquiring company with limited liability in the event of the merger

shall take the legal form of a public limited company, contains the determination of how many shares

of a certain type, form or companion will receive a nominal value

each participating company with limited liability in Exchange for his shares, and

whether the shares will be issued as a security, indicating the time for her

a receipt, or as book-entry securities or whether it will

immobilization of the shares.



(2) the draft terms of merger, which is participating in the joint-stock company, in the event that

the successor company will have the legal form of a limited company

limited or joint-stock company in a merger, the acquiring by merger shall take

the legal form of limited liability company, contains information about the

the amount of the deposit or deposits and the amount of the share or shares, which receives

shareholder of the joint stock company being acquired in Exchange for their shares, and

the rules for settlement with shareholders who disagreed with the merger.



(3) where the company being acquired and the acquiring company joint-stock company

company limited liability company or joint-stock in the acquiring

the company in a merger the merger shall take the legal form of a limited company

limited, contains draft terms of merger and the warning to shareholders on the right

to withdraw from the company pursuant to section 159, and the amount of compensation to the owners of


other securities or uncertificated participation

securities other than shares or interim certificates with the rules for its

payment if they have been issued. The provisions of § 380 and 381 shall apply mutatis mutandis.



(4) if the deposit has not been paid or the issue price of the shares, enter this

in the merger.



(5) the provisions of § 88 para. 1 or § 100 para. 1 about the elements of the project

the merger is in relation to the relevant participating company shall apply mutatis mutandis.

For the exchange of shares for the shares and stock exchange for business

shares of the provisions of § 97 to 99 c and 134 to 143 shall apply mutatis mutandis.



§ 156



(1) a merger of companies with limited liability or joint-stock company with

a merger where a change of the legal form of the acquiring company with the

limited liability company into a joint stock company in the event of a merger must be

approved by all the partners of a participating company with limited liability.



(2) if in the event of the merger is the sole member of the company

limited liability company joint-stock company, the provisions of § 95b and

132 similarly. For the amendment of the statutes in this case and their

the replacement of the social contract or memorandum, if

the acquiring company its legal form.



§ 157



(1) if the acquiring company is a limited liability company

and in being acquired or acquiring companies with limited liability are not

not yet fully paid all deposits, requires the approval of the merger

the consent of all the shareholders of the companies involved.



(2) if in a merger by the merger of the sole shareholder of the company equity

company with limited liability, the provisions of § 132

and 95b, mutatis mutandis. For a change in the social contract or memorandum

in this case, and its replacement by the statutes, changing the

the acquiring company its legal form.



§ 158



(1) if the merger by merging and acquiring company adopts a different

legal form, contains the draft terms of merger and the



and the social contract or articles of Association) of the acquiring company and



(b)) the names and residence of persons who are to be members of the Board, and

name and address of the persons to be members of the Supervisory Board or the Board

of the Council. The provisions of section 72 shall remain unaffected.



(2) if the acquiring company with limited liability company take the legal form of

joint-stock company, will apply to the content of the draft terms of merger and the repayment

the issue price and the provisions of § 72, and 101.



(3) if the successor Corporation to acquire the legal form of the company

a limited liability company, will apply to the content of the draft terms of merger and the contents of the

the social contract of the acquiring company, the provisions of § 72, 96 and section 155

paragraph. 4 apply mutatis mutandis.



Part 2



Special provisions concerning the performance of dissenting shareholders



§ 159



(1) a shareholder of the company, joint-stock company with a merger into

the acquiring company with limited liability company disagreed or shareholder

the acquiring company's stock, which has the legal form of

limited liability company, that with such a merger

, has the right to withdraw from society, if



and the interested stockholder) was a joint-stock company at the date of the General

the meeting, which approved a merger, and



b) voted against approving this merger.



(2) a shareholder is entitled to withdraw from the company only on those

the shares, which voted against the approval of the merger.



§ 160



(1) the Withdrawal must be in writing with a notarized signature and

the joint stock company involved must be delivered within a period of 30 days from the

the date on which the merger was approved by the general meeting.



(2) Performances cannot be appealed.



§ 161



(1) If a participating company has issued shares and interim certificates as

Security and prevent its immobilization, acting

shareholder all shares and interim certificates in respect of which the company

acting, otherwise his performance ineffective. Surrendered shares and interim

the leaves of the acquiring company will destroy without undue delay after the registration

the merger in the commercial register.



(2) the company will return the shares and interim certificates shareholders within 15 days from the date of

When it was decided to cancel the merger or when the power came

the decision of the commercial court to reject or refuse registration of the merger

in the commercial register.



§ 162



(1) if the company has issued shares as book-entry securities is

only effective regarding the performance of the shareholders equities, which have been registered in

dematerialized securities as the ownership of the shareholders

on the date of registration of the merger in the commercial register, and which voted against

approval of the merger.



(2) the provisions of paragraph 1 shall apply mutatis mutandis to the immobilized shares.



§ 163



(1) the participation of the withdrawing shareholder participating in joint-stock company

regarding the shares voted against the approval of the merger, shall expire on

the registration of the merger in the commercial register.



(2) share, which, according to the terms of the merger on the acquiring shareholder

limited liability company in Exchange for their shares in the participating

a public limited company, wholly or in part on the date of registration of the merger within

the commercial register to the assets of the acquiring company with limited liability

limited.



§ 164



(1) the acquiring company is required to provide the shareholder settlement

the proportion corresponding to the fair value of the shares to which it relates.

The amount of the share of the settlement must be accompanied by the expert.



(2) the settlement amount is due to the expiry of 1 month from the date of registration of the merger

in the commercial register.



(3) the settlement amount will be paid in cash, unless the participants

agree otherwise.



§ 165



(1) the registration of the merger in the commercial register is amended partnership agreement

the acquiring company with limited liability, so that as a business partner

# vystoupivšího companion joins the acquiring company.



(2) the application for registration of the merger in the commercial register if the

the interested company is a joint stock company and the successor company

should have the legal form of a limited liability company may be filed at the earliest

After the expiration of 30 days from the date on which the merger was approved by the General

tons of interested public limited company; This does not apply if there is no one here,

who could withdraw from the interested public limited company pursuant to this

the law.



section 165a



A shareholder who voted against approval of the merger only in respect of certain

its shares, cannot get out of joint-stock companies, if, in

due to the split of its share in the acquiring company with limited liability

limited to his share in the company accrue to deposit at least in

minimum amounts laid down by the law, which regulates legal relations

commercial companies and cooperatives.



TITLE VIII



SPECIFIC PROVISIONS RELATING TO THE MERGER OF COOPERATIVES



Part 1



General provisions



§ 166



(1) share exchange ratio in the merger of the cooperative determine that

during the merger change the amount of members ' shares and other equity

the participation of the members of each of the participating cooperatives, or a statement that the amount of the

Members ' shares and other equity participation for any member of the participating

the cooperative does not change.



(2) the total amount of members ' shares of the members of the participating cooperatives to

the capital of the successor of the cooperative shall not exceed the amount of the

the equity capital of the participating cooperatives established from his last proper

or extraordinary financial statements prepared prior to the preparation of draft terms of merger

cooperative or from its final accounts, if the effective date of the merger

preceding the date of the copy of the project of the merger of the cooperative.



Section 116A



(1) the deposit obligation does not terminate the registration of the merger of the cooperative in the commercial

of the register, unless the merger follows that Member deposit as a result of

the merger reduces accordingly. In this case, the project must

determine how the merger will be loaded with the amount corresponding to the reduction in Member

deposit.



(2) reduces to the Member contribution, although the deposit has been met

obligation, and the amount of the reduction of capital pursuant to the merger

paid member, contains the draft terms of merger and the time for payment of the amount

the reduction of capital.



(3) the amount referred to in paragraph 2 may not be paid before the registration of the merger in the

commercial register and before the secured creditors ' claims

under this Act.



(4) If the deposit obligation has not been met, you can conclude an agreement on

remission of the debt under the conditions referred to in paragraph 3.



§ 167



(1) the draft terms of merger shall review for each of the participating cooperatives expert for

the merger of and before the presentation of the project of the merger for approval by the members ' meeting,

or one expert for a merger for some or all of the interested

cooperatives; the provisions of § 113 to 116 the expert for a merger, and expert

a report of a merger shall apply by analogy.



(2) the Expert report on the merger shall not be required, if agreed

all members of the participating cooperatives, for which the expert report

draw up.



§ 168



Notification according to § 33 para. 1 (b). (b)) or the information published in accordance with §

33A must also include at least notification to the members on their rights

under section 169 and 169a.



§ 169



(1) at the registered office of each of the participating cooperatives must be available for viewing for

members of at least 1 month before the scheduled date of the meeting of members, which

decide on the approval of the merger,



and the draft terms of merger)




(b)) the accounts of all the participating teams for the last 3 financial

period if the participating cooperative during this period takes, or

such accounts, should the legal predecessor to the participating cooperative

the legal predecessor, and the auditor's report on verification, if

require,



(c)) of the final accounts of all of the participating cooperatives, opening

the balance sheet of the successor of the cooperative, if the record date is preceded by the copy

the project of the merger, and the auditor's report on verification, if required,



d) interim financial statement and Auditor's report on its verification, or

half-yearly report in accordance with the law on the capital market, if

require,



e) joint report of the merger or any message on the merger of all participating

cooperatives, if required, and



(f) the expert report on the merger) or all of the expert reports of the merger of all

of the participating cooperatives, if required.



(2) the cooperative is required to issue to each Member who so requests, without

undue delay, free of charge a copy of or extract from the documents referred to in

paragraph 1, if required.



(3) if the Member has agreed to by the participating team will be to

providing information to the use of electronic means, he may be

copies of the documents referred to in paragraph 1 be sent electronically. In such a

the case shall not apply the provisions of paragraph 2. Consent can be put in any

in a way that follows the will of the Member.



section 169a



(1) the participating cooperative is not required to make available the documents referred to in section

paragraph 169. 1 at its head office, if shall publish for at least 1 month

before the fixed date of the members ' meeting, which is to decide on

approval of the merger until 1 month after its venue on the Internet

the page. The provisions of § 33b on security websites

apply, mutatis mutandis.



(2) the provisions of § 169 paragraph. 2 and 3 shall not apply if the Internet

This page allows members of cooperatives throughout the period referred to in paragraph 1

downloading and printing the documents referred to in section 169 paragraph. 1.



(3) If for any reason whatsoever to interrupt access to the continuously

website for longer than 24 hours, is a participating cooperative

required to fulfil the obligations specified in § 169, except that the time for their

the performance runs at the moment of expiry of the said period.



§ 170



In the invitation to the membership meeting or in the notice of convening a meeting,

who has to approve the merger, members must be notified of their rights

pursuant to section 169 or 169a and invitation or notification shall also contain the selected

data from the financial statements, if it is to be approved by the membership meeting.



§ 171



(1) The membership meeting must be freely accessible for consultation by members

of the Charter referred to in § 169 paragraph. 1, if required.



(2) the Board of Directors at the beginning of the meeting of members will clarify the project members

the merger.



(3) the Board of Directors become familiar before voting on approval of the merger with members

expert report on the merger, if required, and with all the essential

changes concerning equity, which occurred in the period from the copies of the

the project of the merger to the date of the meeting of members, which shall decide on the merger, in the

all of the participating cooperatives. The accuracy of notification of changes concerning the

equity must be confirmed by the Auditor, if the cooperative is subject to compulsory

audit.



(4) the Board of Directors of the participating cooperatives informs about changes in equity

pursuant to paragraph 3 of the Board the other participating cooperatives,

in order to inform its members ' meeting.



(5) the provisions of paragraphs 3 and 4 shall not apply if agreed

all members of all participating teams.



§ 172



The resolution of the meeting of members of the participating cooperatives on the approval of the merger

the merger must have the approval of the



and merger by acquisition and project)



(b)) the relevant final accounts of the participating cooperatives and

the opening balance sheet of the successor of the cooperative, if the effective date of the merger

preceded by a copy of the draft terms of merger or interim financial statements

the relevant participating cooperatives.



§ 173



If it has not yet been approved by the last annual or extraordinary financial

statements of any of the participating cooperatives, or interim financial

statements, if required, or final financial statements of the Member

the meetings of the participating cooperatives before the registration of the merger in the commercial

Register, approves the accounts of the members ' meeting of the successor

the cooperative after the merger in the commercial register. Approval of the opening

the balance sheet is not required in this case.



§ 174



The resolution of the member meetings all insolvent cooperatives on the approval of the merger

the merger must have the approval of the



and) project merger by and



(b) the final annual accounts of the merging) of the cooperative and the opening balance sheet

the successor of the cooperative, if the effective date of the merger is preceded by a copy of the

the project of the merger, the merging of interim financial statements, if applicable

of the cooperative.



§ 175



cancelled



§ 176



cancelled



§ 177



cancelled



Part 2



Special provisions concerning the merger of housing cooperatives or social cooperatives



§ 178



(1) the merger of housing cooperatives with other than housing cooperative is prohibited.

The merger of social cooperatives with other than a social cooperative is prohibited.



(2) the successor team when fusion housing cooperatives can only be

Housing Association. The successor team when fusion of social cooperatives

might just be a social cooperative.



Section 179



cancelled



TITLE IX OF THE



SPECIAL PROVISIONS ON CROSS-BORDER MERGER



Part 1



Basic provisions



Section 1



Introductory provisions



§ 180



Cross-border merger for the purposes of this Act, a merger



and) one or more companies or cooperatives with one

foreign legal person or more foreign legal

persons, or



(b)) between foreign legal persons, if the project of the merger

assumes that the acquiring company or co-operative will be based on the

the territory of the Czech Republic.



§ 181



For the purposes of the legal regulation of cross-border mergers means



and, the company concerned) or the successor Corporation

company with limited liability, joint-stock company or cooperative,



(b)), being acquired or involved foreign successor corporations

company or cooperative, which has legal personality and its own

property, shall be governed by the laws of a Member State other than the United

States and may, in accordance with the requirements of the law of the European Union in accordance with

legislation of a Member State whose legal system is governed by the

participate in cross-border mergers



(c)), the Czech and foreign corporations participating, being acquired or acquiring

corporations.



§ 182



Cross-border mergers are possible only between corporations, such legal

forms, that can participate in a merger under national law

the Member States, which are governed by their internal affairs. The provisions of §

336b para. 2 shall apply mutatis mutandis.



§ 183



cancelled



§ 184



If it is to have a cross-border merger, the acquiring corporations such

legal form, which does not have any of the participating corporations before writing

cross-border merger in the commercial register or a foreign

commercial register, does not consider the procedure for the change of legal form.



§ 185



cancelled



§ 186



cancelled



§ 187



cancelled



§ 188



cancelled



§ 189



(1) the cross-border merger can take part in a public company and

limited partnership.



(2) for the cross-border merger with the participation of public companies and

a limited partnership shall apply the provisions of § 182, 184, 210 and 213

by analogy.



§ 190



If the acquiring company is to have when the cross-border merger, which

She took part in a public company or limited partnership, its

registered office on the territory of the Czech Republic, the acquiring company shall have legal

the form of a public company or limited partnership.



Section 2



Certain provisions on cross-border merger project



§ 191



(1) the project cross-border mergers of corporations must in addition to the General information

required by law, moreover, contain



and details of procedure) determining the involvement of employees in

the Affairs of the successor Corporation,



b) data on the valuation of the assets and liabilities transferred to the acquiring Corporation,



(c) the likely impact of cross-border mergers) to staff, in particular the information

of the planned layoffs of employees,



d) day accounts merging corporations used for establishing

the conditions of cross-border merger.



(2) the project cross-border merger does not provide data in accordance with § 100 para. 1

(a). (b)), and (f)).



§ 192



cancelled



the title launched



§ 193



cancelled



§ 194



cancelled



the title launched



§ 195



cancelled



§ 196



cancelled



Section 5



Some of the provisions on the publication of information



§ 197



(1) if the cross-border merger taking part in Czech limited liability company

limited, must be referred to in § 93 documents sent to the shareholders

at least 1 month before the date of the general meeting, which is to be

approved by the cross-border merger.



(2) if shareholders approve a cross-border merger of General

the pile according to § 19 para. 1, extends the time for observations

Partnership for a period of 1 month.



(3) the period of 1 month also applies to the disclosure of documents under section 93a.



§ 198




cancelled



the title launched



§ 199



cancelled



§ 200



cancelled



Section 7



Some of the provisions concerning the approval of cross-border mergers



§ 201



Cross-border merger the merger approved by the general meeting or general meeting

Czech participating corporations; the provisions of § 129 to 133 do not apply.

The provisions of § 211 shall remain unaffected.



§ 202



(1) the general meeting or the general meeting of each of the participating

corporations have when approving the cross-border merger may reserve, that must

be convened for the purpose of the approval of the method and extent of the involvement of

Czech or foreign employees of the acquiring Corporation, unless it is

how employee involvement already known; in this case, it must be

the members of the familiar and the approval of the cross-border merger,

that has been approved and the involvement of employees.



(2) if the way the involvement of employees approved by the general meeting, or

later, the membership meeting must be approved in the same way and at least

the same number of votes as the cross-border merger.



(3) the decision of the general meeting or meeting of members of the Czech participating

the Corporation, which approved the way the involvement of employees of the acquiring

corporations must be made a notarial deed.



§ 203



Disapproval of the way the employee engagement results in the inability to

registration of the cross-border merger in the commercial register.



§ 204



cancelled



the title launched



§ 205



cancelled



the title launched



§ 206



cancelled



Section 207



cancelled



Section 10



Certificate of cross-border mergers



§ 208



cancelled



§ 209



cancelled



§ 210



(1) the cross-border merger includes a certificate for registration in the commercial

the register under section 59z para. 3 a declaration the notary, that the



and he was presented by all) Czech participating companies, or

the cooperatives of certificates issued under section 59 votes, or § 59y, if

require, and that he had been presented by all foreign legal

persons involved in the cross-border merger certificates issued to

the competent authorities of the Member States in which they have their registered offices abroad

corporations involved in the cross-border merger in conformity with legal provisions

governing the cross-border merger of these Member States, and for each of the

the interested foreign corporation of a certificate, and



(b)) on the basis of these and other documents to certify that the submitted

the project was cross-border merger approved by all interested parties in the

the same terms if such approval requires that was in accordance with the

This law determined the manner and extent of the involvement of employees of the acquiring

legal person, if required, and that the requirements have been met

required by the Czech law for the registration of cross-border merger to

the commercial register.



(2) if the laws of the State which governs the internal ratios of foreign

a legal person involved in the cross-border merger nor the State in which the

This person is situated, it does not regulate the issue of certificates referred to in paragraph 1 (b).

and notaries), must be submitted to the other public document issued by the competent

authority of the State, which is governed by the internal laws of the State of affairs, or, in the

which the foreign legal person interested on the cross-border merger

registered office, if different from that for the first time, from which it follows that this

foreign legal person has met the requirements laid down by the laws of

This State required for cross-border merger, or demonstrating

write a cross-border merger to the foreign trade register.



(3) the notary also refuses to issue a certificate for registration in the commercial

register on the legality of the completion of the cross-border merger procedure laid down in

notarial procedure if any of the documents referred to in paragraph

1 (b). and) and referred to in paragraph 2 at the time of submission of the application for the issue of certificates

older than 6 months, or he fails to submit the prescribed by the participating corporations

documents or other documents by a notary to issue the certificate to be reasonably

required.



(4) if the project requires the approval of cross-border merger only with

some of the legal entities participating in the cross-border merger, contains

certificate for registration in the commercial register of the place, the project was

cross-border merger approved by all interested parties in the same terms,

statement the notary, that the cross-border merger of all the projects people

participating in the cross-border merger have the same wording.



Section 11



Simplified cross-border merger by acquisition



§ 211



(1) if the cross-border merger combines the joint-stock company

company or a limited liability company to a successor Corporation,

who owns all the voting shares in the company being acquired

the company,



and acquisitions) does not require expert reports on the cross-border merger and



(b)) cross-border mergers might not be approved by the general meeting, shareholders

nor is the sole member of the company, the participating corporations.



(2) paragraph 1 shall apply also in the case that consolidates the company's foreign

the acquiring corporations into the joint-stock company or limited company

limited, which owns all the voting shares in this

merging foreign corporation.



Section 12



Write a cross-border merger in the commercial register or a foreign

commercial register



§ 212



To the application for registration of cross-border merger in the commercial register, if

is or will be the acquiring company or the company

the successor team of the Czech team, in addition to the documents referred to in

the implementing regulation also attaches



notary certificate) for the registration in the commercial register and the



(b)) the documents referred to in § 210 paragraph 2. 1 (b). and) or § 210 paragraph 2. 2.



§ 213



If it has, or should have, the acquiring company or co-operative established in another

Member State other than in the Czech Republic, there are the legal effects of

cross-border mergers in the Czech Republic on the day on which the effects of the

cross-border mergers abroad.



Part 2



The right to influence employees of the acquiring Corporation during the cross-border merger



Section 1



Basic provisions



section 214



(1) employees of the acquiring Corporation, which will have after enrollment

cross-border merger in the commercial register as its registered office on the territory of the United

Republic, and employees of the subsidiaries (§ 217) of the acquiring

corporations and employees working in the organizational folder business

the plant (hereinafter referred to as "the race") of the acquiring Corporation (hereinafter referred to as "staff

the acquiring Corporation ") have the right to influence, under the conditions and in the manner

prescribed by this Act.



(2) the law of influence means the right to vote and stand as a candidate, appoint,

recommend or agree or disagree with the choice or appointment

the members of the Supervisory Board, the Administrative Board or the Audit Commission of the acquiring

corporations based in the United States after the registration of cross-border

the merger in the commercial register.



section 215



(1) if the successor Corporation is to have its headquarters on the territory of the United

States must be reached agreement on the extent and how rights influence

employees of the acquiring Corporation, unless stipulated otherwise.



(2) unless otherwise provided by this law is something else, do not have the employees entitled to

representation on the Supervisory Board, the Administrative Board or the Audit Committee of the Czech

of the acquiring Corporation.



(3) the provisions of paragraph 2 shall not apply if



and at least one) from participating corporations had 6 months before the date of

publication of the project cross-border mergers, on average, more than 500 employees

and there is in it the right to influence employees, or



(b)) in at least one of the participating corporations is before writing

cross-border merger in the commercial register or a foreign

commercial register of regulated the right to influence its employees.



(4) for the purposes of determining the average number of employees involved

the corporation referred to in paragraph 2 (a). and the total number of) its

employees shall take into account only the employees of participating corporations,

employees of its subsidiaries and staff organization

the ingredients of the plant involved corporations located in all Member

States.



§ 216



(1) if it is to have a successor Corporation after the registration of cross-border mergers

in the commercial register as its registered office on the territory of the Czech Republic, the

the right to influence and procedures leading to the determination of the extent and how rights influence

its employees the provisions of this Act.



(2) if it is to have a successor Corporation after the registration of cross-border mergers

the foreign trade register its registered office outside the territory of the United

Republic, governed by the law of influence and procedures leading to the determination of the extent and

How to influence its employees ' rights legislation of the Member

the State in which the successor Corporation is to have its headquarters.



§ 217



(1) the subsidiary legislation for the purpose of cross-border mergers

means a company in which the corporation concerned has a decisive influence.

Decisive influence has an interested Corporation, if



and) in the capital of companies directly or indirectly involved in the more

than 50%,



(b)) has an absolute majority of the voting rights associated with the participation of

in the capital of the company, or



(c) may appoint a majority of the members) of the Board, the Supervisory Board, the administrative


the Council, or another of the management body of the company.



(2) If more companies from the same group meets one of the

the conditions referred to in paragraph 1, shall be deemed the company which

exercises a determining influence, the one that satisfies the condition specified in

paragraph 1 (b). (c)), unless it is shown that a decisive influence exercised

the other company.



(3) in the voting rights referred to in paragraph 1 (b). (b)), shall be considered as

the law, which can perform a subsidiary of a participating Corporation

or a person acting on behalf of or for the account of the participating corporations or

in the name of or on behalf of its subsidiaries.



(4) a dominant influence referred to in paragraph 1 does not have a person on which it lays down

directly applicable provision of the European Union.



(5) a dominant influence referred to in paragraph 1 does not have a person whose influence flows

only from the performance of the obligations imposed by the laws of the Member State in

duties in connection with the liquidation, suspension of payments,

insolvency or other similar proceedings.



(6) the Existence of decisive influence is judged according to the legal order of the

the Member State which govern the internal affairs of the Corporation under consideration, and

If these do not follow the laws of any Member State, shall examine the

According to the legal order of the Member State on whose territory it is located

any form of representation of the assessed Corporation. If there is no such

representation, shall be assessed the existence of decisive influence in accordance with the legal

the order of the Member State in which is located the main administration

Group company operated as a company that has

the highest number of employees.



§ 218



(1) The subsidiary shall mean a subsidiary undertaking

participating corporations, which has become a subsidiary of the acquiring

corporations.



(2) The organizational component of the race means the organizational component

the race, which has become an organizational component of the race of the acquiring

corporations.



Section 2



Negotiating body of employees



section 219



(1) at the hearing about the extent of the rights of the employees of the acquiring Corporation influence

employees of participating corporations, concerned subsidiaries

the company and the relevant organizational units of the plant bargaining Committee

employees (hereinafter referred to as "Negotiating Committee").



(2) the statutory or other leading authorities of the participating corporations shall take

without undue delay after taking a cross-border merger project measures

necessary for the establishment and the activities of the Negotiating Committee.



(3) the statutory or other leading authorities of the participating corporations shall communicate to the

without undue delay, to all employees and representatives of employees under

labour legislation in an appropriate form



and the company's or names) of the registered office, the legal form and the number of employees of all

participating corporations as at the date of publication of the information referred to in paragraph 2,



(b)) of the company or the names, residence, legal status and the number of employees of all

subsidiaries of the participating corporations at the date of publication of the

the information referred to in paragraph 2,



(c) the number of staff and location) of the organisational units of the plant

participating corporations located in other Member States,



d) details of the method and extent of the rights of employees to influence

the composition of the organs of the participating corporations,



(e) the number of employees of the participating corporations) authorized to exercise the right to

influence.



(4) the obligation to establish a negotiating Committee and follow this law

is given without regard to the fact, in which a Member State has to have

the successor Corporation is established.



section 220



(1) the members of the Negotiating Committee to be elected by the number of employees

participating corporations that have in each Member State, each

an interested Corporation, the subsidiary and branch

the race.



(2) the election of the members of the negotiating committee representing employees

participating corporations and concerned subsidiaries and employees

working in the organisational components of the plant are governed by § 290 paragraph 1.

4 of the labour code and the provisions of this Act.



(3) a member of the Negotiating Committee may be elected



and an employee of a participating corporations)



(b) the staff member concerned subsidiary),



(c)) an employee working in the business folder of the plant, or



(d)) a person who is official or representative of the trade unions, and

When he is not an employee of the Corporation, the subsidiary concerned

company or organizational units of the plant concerned.



(4) a person who has been elected as a member of the Negotiating Committee, does not terminate the

membership in the Negotiating Committee, if there is a termination of its

the employment relationship with the employer, whose employees it represents, may

However, resign representations at the nearest meeting

the Negotiating Committee; by its membership in the Negotiating Committee shall cease to exist.



(5) the members of the negotiating body representative of the employees concerned

the subsidiaries established in another Member State than in the Czech

Republic and employees of the concerned organizational units of the plant

situated in another Member State than in the Czech Republic is selected or

shall designate the manner prescribed by the legislation of the other Member States.



§ 221



(1) i begun On every 10% of the employees of the participating corporations and

concerned subsidiaries and employees working in the concerned

organisational components, who are employed in the same Member

State, calculated from the total number of employees of the participating corporations

and concerned subsidiaries and employees working in the concerned

organisational components plant in all the Member States, shall elect a

a member of the Negotiating Committee.



(2) For the purposes of determining the categories of persons that have the right to appoint or elect

members of the Negotiating Committee, the applicable number of employees of the participating

corporations and concerned subsidiaries and employees working in the

organisational components of the plant concerned on the date of publication of the project

cross-border mergers under this Act.



§ 222



(1) if the Committee will not be a negotiated space occupied by such a

way to represent the employees of each company being acquired Corporation at least

one member of the Negotiating Committee, directly or indirectly elected or appointed

These employees (hereinafter referred to as "direct representative"), the number of members

the Negotiating Committee so that it could be in the Negotiating Committee

represented employees of each company being acquired Corporation.



(2) if the number of members of the Negotiating Committee, supplemented as

paragraph 1 in all the Member States must not exceed the number of members

the Negotiating Committee established under section 221 by more than 20%, the

the number of members of the Negotiating Committee, only about 20% of that additional space

splits one direct representatives of the employees of the participating

corporations in order according to the number of employees employed in each

the Member States, so that the composition of the Negotiating Committee did not

the double representation of the employees concerned.



(3) the locations in the Negotiating Committee designated for employee representatives

participating corporations, concerned subsidiaries and employees

working in the organisational components plant located on the territory of the United

the Republic is populated to the staff of each of the participating corporations,

concerned subsidiaries and employees in each

organizational folder of the plant located in the territory of the Czech Republic felt

at least one direct representative.



(4) If you cannot do this in accordance with paragraph 3, shall elect the members of the

the Negotiating Committee, so that the employees of each of the Czech company

the Corporation was represented in the Negotiating Committee a direct representative. The remaining

space in the Negotiating Committee shall be divided between the representative of the other

employees from the United States according to § 223. If none of the

such places are, the members of the Negotiating Committee elected by

first sentence represent all staff members from the United States, and that each

equally.



(5) if the number of places in the Negotiating Committee designated for representative

employees from the United States, even after a possible increase in the number of members of the

the Negotiating Committee in accordance with paragraphs 1 and 2, or in accordance with relevant

provision of the law of the Member State in which it is to be the successor

the Corporation has its registered office is less than the number of insolvent corporations with headquarters

on the territory of the Czech Republic, this space shall be allocated to the direct representatives of the

represented employees of insolvent corporations with Headquarters on the territory of the United

Republic in order according to the number of their employees. The members of the

the Negotiating Committee elected pursuant to the first sentence at the same time, they represent all

employees from the United States, each equally.



§ 223



If the number of the participating corporations, concerned subsidiaries and

the concerned organizational units of the plant, located on the territory of the United

the Republic is higher than the total number of places in the Negotiating Committee designated

for the representatives of the employees of the United States, will occupy this space

to make a direct representative in the Negotiating Committee gradually

participating corporations, concerned subsidiaries and concerned business


folder of the race, always in the order according to the number of their employees on the

the territory of the Czech Republic.



section 223a



Employees of participating corporations, concerned subsidiaries and

the concerned organizational units of the race, in which independent of their

the will does not no employees ' representatives have the right to elect members of the

the Negotiating Committee.



§ 224



Election of the members of the negotiating committee representing employees of the participating

corporations and concerned subsidiaries with registered office in the territory of the United

Republic and the employees working in the concerned organizational folders

the plant, located on the territory of the United Kingdom is governed by the provisions of § 221

up to 223, always, even if the successor Corporation does not have write

cross-border merger into foreign companies register their seat on the

the territory of the Czech Republic.



§ 225



(1) the allocation of seats in the Negotiating Committee shall be carried out in a way that

It is clear how many employees that the Member represents.



(2) each Member of the Negotiating Committee shall notify the Negotiating Committee

no later than at the inaugural meeting of the Negotiating Committee



and how many employees) and



(b)) in the Member State in which the participating corporations,

concerned subsidiaries and concerned organisational components

the race, these workers are employed in the resolution for each

Member State, the Corporation and organization unit of the plant.



§ 226



(1) If during the negotiations on the law of influence of the employees on

decisions on matters of the acquiring Corporation, a material change in the

the number of participating corporations, concerned subsidiaries and

the concerned organizational units of the plant, or in the number of employees

participating corporations and concerned subsidiaries and employees

working in the relevant organisational components of the plant or in the distribution of

the number of employees in each of the participating corporations, concerned

subsidiaries and organisational components of the plant concerned,

resulting in a substantial deviation is the composition of the Negotiating Committee

from the rules laid down in the provisions of § 221 to 223, a new

distribution of seats on the Negotiating Committee.



(2) the new distribution of seats in the Negotiating Committee shall be always so that

personnel changes have hit the lowest possible number of existing members

the Negotiating Committee.



§ 227



(1) the statutory or other leading authorities of the participating corporations without

undue delay after the establishment of the Negotiating Committee



the Negotiating Committee shall transmit) the project cross-border mergers



(b)) shall inform the negotiating body with all information about the process

the preparation of cross-border mergers



(c)) shall inform the negotiating body numbers of employees of the participating

corporations and concerned subsidiaries and employees working in the

organisational components of the race concerned in the resolution for each

Member States, corporations and branches of the plant,



(d)) shall ensure that the negotiating body and its members adequate financial,

organizational and material conditions for its activity, and



e) begins with the negotiating body of the negotiations to reach an agreement about how and

the extent of the participation of employees of the acquiring Corporation in deciding on its

matters.



(2) If before the conclusion of the contract on the manner and extent of involvement

employees of the acquiring Corporation, or by the adoption of the resolution of the negotiating

Committee provided for in § 231 a significant change in the information provided, the

the Negotiating Committee is informed without undue delay after this change

occurs.



§ 228



(1) the Negotiating Committee may invite to the meetings of the professional advisor,

in particular, the representative trade union organisations at European Union level or from a

the individual Member States, in which the participating employees.

Regardless of the number of invited expert advisors, however, interested

the Corporation pays the costs of one professional advisor for the

area.



(2) the participating corporations will be responsible for paying all factually justified

and reasonably incurred costs associated with the activities of the Negotiating Committee and

its individual members. This obligation applies to each participating

Corporation with its registered office on the territory of the United Kingdom without regard to

fact, the Member State in which the successor Corporation is to have your

registered office.



(3) the Negotiating Committee may decide that it will inform you of the

the start of negotiations of a third party, in particular the trade unions.



(4) persons who were informed negotiating body pursuant to paragraph 1

or 3, shall be obliged to maintain confidentiality; the provisions of § 230,

apply, mutatis mutandis.



§ 229



(1) the functions of a member of the Negotiating Committee does not belong.



(2) any form of direct or indirect advantages, or direct or

indirect discrimination is a member of the Negotiating Committee in connection with the performance of

function is prohibited. To legal actions, which are contrary to

not taken into account.



§ 230



(1) for the Negotiating Committee is always the President or other, the Committee

the designated person; the right to representation before the administrative authority is not

without prejudice to the. Members of the Negotiating Committee are required to maintain the confidentiality

the information that is learned in the context of negotiations and

that has been their provider when they are designated for

non-public; This is true regardless of who provided the information in question and

that staff members of the negotiating committee representing it.

Confidentiality obligation continues after the end of the negotiations and the expiry of the term of Office

a member of the Negotiating Committee.



(2) the interested corporations further negotiating body shall provide all

additional information that is requested This does not apply if the Court on

proposal for a negotiating body or corporation concerned has been finally

decided that an interested Corporation is not obligated to any particular information

provide. The Court decides about the failure to provide information, if

the provision of information seriously undermine or even prevent

pursuit of the activities concerned or of the acquiring Corporation, its

subsidiaries or its organizational components plant in

any Member State and the Negotiating Committee the information clearly

It does not need.



(3) If interested or the successor Corporation requires that the

maintain the confidentiality of the Negotiating Committee without good reason, the Court

decides on a proposal from the Negotiating Committee or its Member, after which the

confidentiality requires that the legal obligation of professional secrecy on the day

the decision shall cease to exist. In case of doubt, a member of the negotiating

the Committee cannot be its secrecy.



(4) the burden of proof in proceedings referred to in paragraphs 2 and 3 to the person

refused to provide information or that insists on maintaining the obligation

non-disclosure agreement.



(5) if the proceedings before the courts of the United States, is negotiating

the Committee always process-eligible, even if interested, or acquiring

the Corporation has its registered office in the territory of the Czech Republic.



§ 231



(1) the Negotiating Committee shall decide by resolution adopted by a majority of

Members, if these members at the same time representing a majority of the employees

all of the participating corporations and concerned subsidiaries and

employees working in the organisational components of the plant.



(2) the scope of the right of the influence of the employees of the acquiring Corporation,

that leads to a reduction in the influence of staff rights against a State other than the

still represents the highest impact existing in any of the participating

companies with approved at least two thirds of the votes of all members,

If at the same time, these members represent at least two thirds of all

employees of all participating corporations and concerned subsidiaries

companies and employees working in the concerned organizational

the ingredients of the plant, and from at least two different Member States.



(3) the provisions of paragraph 2 shall not apply if the right of the influence it has in

previous participating corporations less than 25% of the total number of

all employees of participating corporations.



(4) each Member of the Negotiating Committee has one vote; the provisions of paragraphs

1 to 3 shall remain unaffected.



§ 232



(1) the Negotiating Committee may by resolution adopted by the majority laid down

under section 231 para. 2 decide that



and has not started negotiations on a range of) the law of influence of the employees of the acquiring

Corporation, or



(b)), launched negotiations on the scope of the right of the influence of the employees of the acquiring

the Corporation terminates.



(2) if the Negotiating Committee shall adopt one of the decisions referred to in

paragraph 1 shall apply, that a right to influence employees governed by the provisions

a special law; the provisions of the General labour law of

employee access to transnational information and consultation are not

without prejudice to the.



(3) negotiations on the scope of the right of the influence of employees of the acquiring Corporation

must not be longer than 6 months from the date of the inaugural meeting

the Negotiating Committee. However, the parties may agree to extend the

This time; the total duration of the negotiations, however, must not be longer than 1 year from the date of

the inaugural meeting of the Negotiating Committee.



(4) the Negotiating Committee shall be dissolved on the day following the date on which



and) was the last of the participating corporations informed of adoption


the decision referred to in paragraph 1; This is without prejudice to the provisions of § 237 para. 1,

or



(b)) has expired pursuant to paragraph 3.



§ 233



(1) the scope of the right of the influence of employees of the acquiring Corporation

must be in writing and must contain at least



and the scope of the Treaty,)



(b) the definition of the law of effect) in particular, the procedures for the selection of the appeal,

rejecting or members of the Supervisory Board, the Administrative Board or

the Audit Commission staff, or their representatives, the rights of these members and

an indication of how many members of the Supervisory Board, the Administrative Board or of the Supervisory Commission

the successor Corporation may elect the workers and/or their representatives,

invoke, recommend or oppose, the choice or, where appropriate,

citing may disagree; You can negotiate a higher or lower level

rights of influence than that specifies the special law,



(c)) date of entry of the Treaty into effect,



(d)) the period for which the contract was concluded,



(e)) situation in which the obligations of the parties to initiate negotiations on a new

scope of the right of the influence of the acquiring Corporation employees and procedures for

these cases.



(2) the provisions of the Treaty on the scope of the right of the influence of the employees of the acquiring

the Corporation, which is in contradiction with this law in breach of or

the restriction on the right of employees of the acquiring Corporation on behalf of the

the Supervisory Board, the Administrative Board or the Audit Commission, are invalid.



(3) the provisions of § 239 shall apply only if provided for by the Treaty on the range

the law of influence of employees of the acquiring Corporation, or the law.



section 234



(1) the provisions of the social contract or memorandum or

the articles of Association of the acquiring Corporation that are in conflict with the Treaty

scope of the right of the influence of employees of the acquiring Corporation, is invalid.



(2) statutory authority shall indicate the social contract or by a

Charter or statutes in accordance with the Treaty on the scope of rights of influence

employees of the acquiring Corporation without undue delay after the

This fact is established; General meeting or general meeting about

does not act, the general meeting or at the next members ' meeting must, however,

the members to be informed about the extent and reasons for

the changes made.



section 235



(1) the interested corporations can decide that the employees of the acquiring

the Corporation will have the registration of a cross-border merger in the commercial register

the right to effect under this Act; in this case, brought by the

stops or if the negotiation has not yet been initiated, should not be initiated, and

the right to influence employees are governed by the provisions of section 236 to 239.



(2) the decision referred to in paragraph 1 must, in the same terms approved by the General

meeting or meeting of all Czech participating corporations

the majority required for approval of the cross-border merger; adoption of the decisions

must be witnessed by a notary. Once the decision taken cannot be

appeal. Before the adoption of the decision must be shareholders or members

warned of the legal consequences of the decision; violation of this obligation

will not constitute a decision of the general meeting or meeting of members.



(3) the manner of approval of the decision referred to in paragraph 1 in a foreign

the participating Corporation is governed by the law of the Member State whose

the laws of the foreign corporation concerned.



section 236



(1) employees of the Czech successor corporations have the right to influence by

of this Act, if the right influence existed in at least one

the participating Corporation and at least one third of all employees

all of the participating corporations. The Negotiating Committee may, however, decide

the right to influence the employees of the acquiring corporations have even if the

If the right to influence prior to the date of registration of the cross-border merger to

commercial register fewer employees than what is stated in the sentence

first of all.



(2) reducing the impact of rights under the limit set by a special law for the

an employee of the company is prohibited and void.



Section 3



The Staff Committee



§ 237



(1) If a decision is taken pursuant to section 235 and negotiating Committee

Yet there is, the Staff Committee turns; If you already

negotiating body does not exist, the Committee will appoint a staff, without

undue delay after the adoption of the decision.



(2) the Staff Committee shall be constituted in the same manner and under the same

the rules as a negotiating body.



(3) the Staff Committee shall take decisions under section 238 and 239.



(4) the Staff Committee dissolves on the day following the date on



and when was the last) from participating corporations informed of adoption

the decision referred to in paragraph 3, or



(b)) when expired pursuant to § 238 paragraph 1. 2.



§ 238



(1) if the conditions for the exercise of the right of the influence of employees in each

participating corporations substantially different, the Committee decides

employees who exercise rights of influence is in the acquiring Corporation

apply, and your decisions without undue delay shall communicate to the statutory or

other leading authorities of all the participating corporations with the fact that his

decisions are binding and unchanging.



(2) unless the Staff Committee within a reasonable time, but not later than

within 60 days from the date of



and when the time has elapsed for) the negotiations on the method and extent of the involvement of employees

the acquiring Corporation, or



(b)), the inaugural meeting of the Staff Committee, the staff of the

the acquiring corporations have such conditions for the exercise of the right of influence, what

are interested in Corporation with the highest degree of rights of influence and with the best

terms and conditions of his performance to the employee.



§ 239



(1) the Staff Committee shall decide



and the distribution of seats in) to the Supervisory Board, the Administrative Board or the Audit Commission

the acquiring corporations that fall to the employees of the acquiring

corporations, among the employees or their representative from each

the Member States and



(b)) the way in which the employees of the acquiring Corporation, or

representatives from each of the Member States to elect or appoint or

recommend to the election of the members of the Supervisory Board, the Administrative Board or supervisory

Commission or express approval or disapproval with the choice of specific people.



(2) the decision referred to in paragraph 1 shall be taken on the basis of the Staff Committee

the ratio of the number of employees of the acquiring Corporation in each Member

States to the overall number of employees of the acquiring Corporation in all

the Member States.



(3) if the method of allocating seats referred to in paragraphs 1 and 2 had a

result, the Supervisory Board, the Administrative Board or the Audit Commission

the acquiring corporations will not be represented by employees of the acquiring

corporations from one or more Member States, shall be appointed by the Committee

one member of the staff for the employees of all these Member

States; priority is called the Member representing the employees of

the Member State in which the acquiring Corporation will have his seat after

registration of the cross-border merger in the commercial register or a foreign

the commercial register.



Section 4



Common provisions



§ 240



(1) election of the members of the Supervisory Board, the Administrative Board or of the Supervisory Commission

employees of the acquiring Corporation, who are employed in the United

Republic, governed by the provisions of this Act, always, even if it has

the successor Corporation after the registration of cross-border merger into foreign

commercial register their registered office on the territory of the United States, unless the legal

adjustment of the Member State in which it has its registered office, by the successor Corporation

eliminates the use of the Czech legislation.



(2) cast of the places in the Supervisory Board, the Administrative Board or the Audit Board,

that decision fell to the representatives of the employees

employees of the acquiring Corporation from another Member State than from the United

Republic, governed by the law of that Member State.



§ 241



If workers have the right to influence the composition of the Supervisory Board, the administrative

of the Council or of the Audit Commission of the acquiring Corporation and this Act or

the partnership agreement or the memorandum or articles of Association of the acquiring

the Corporation adopted in accordance with the Treaty on the scope of rights of influence does not provide

something else, the provisions of a special law on the election and dismissal of the

the members of the Supervisory Board, the Administrative Board or the Audit Commission employees.



Section 5



The right to influence employees in the subsequent national merger



§ 242



(1) if the successor corporation headquartered in the Czech

States in which there is a right to influence employees agreed in

the Treaty on the scope of the right of influence or designated under this Act,

at the time of 3 years from the date of registration of cross-border merger in the commercial register

national merger, must be the right influence retained in successor

Corporation or its legal successors after writing the national merger into

commercial register, and to the same extent and under the same conditions,

under which existed in the acquiring Corporation before the date of the registration

national merger in the commercial register. The acquiring Corporation must

have the legal form of that exercise of the right of the influence of employees.



(2) the provisions of paragraph 1 shall apply even in the event that the successor

the acquiring corporations participating in the second and each subsequent

National fusion in the time of 3 years from the date of registration of cross-border merger to

the commercial register.



(3) in determining whether a timeout has been complied with in accordance with paragraphs 1 and 2, it is

the decisive day of the publication of the project national merger.



PART THREE



The DIVISION of




TITLE I OF THE



GENERAL PROVISIONS



Part 1



Basic provisions



§ 243



Forms of distribution



(1) the Division may take the form of

and the split, in which) as a result of the company being divided



or a cooperative ceases to exist and its assets transferred



1. on the more emerging companies or cooperative societies (hereinafter referred to as

"split with the emergence of new companies or cooperatives"),



2. the more the already existing companies or cooperative societies (hereinafter referred to as

"split merger"), or



3. a combination of the forms referred to in paragraphs 1 and 2, or



(b)), as a result of the divestment of the company being divided or cooperative

destroyed and part of the assets transferred



1. one or more emerging companies or cooperatives (

"the divestment with the emergence of new or new companies or cooperatives"),



2. one or more already existing companies or cooperatives (

"split merger"), or



3. a combination of the forms referred to in paragraphs 1 and 2.



(2) the Division of the emergence of new companies or cooperatives means

the split with the emergence of new companies or cooperatives and the divestment of the

the emergence of new or new companies or cooperatives.



(3) the Division by merging means merging and splitting of the divestment of

by merging.



§ 244



The legal effects of the distribution of



(1) Splitting the company being divided ceases to exist or team. Fortune

of the company or cooperative in the split, including the rights and

obligations of labor relations is transferred to one or more

the recipient companies or cooperatives by project splitting and

its shareholders or members become even members of one

or more of the recipient companies or cooperatives, unless otherwise specified in this

Act or any other Act of something else.



(2) by splitting the company being divided or cooperative shall not cease, but

set aside part of its assets, including any rights and obligations of

labor relations is transferred to the existing or emerging one

or more of the recipient companies or cooperatives by project

divestment and the members of the company being divided or

cooperatives are becoming even members of one or more

the recipient companies or cooperatives, unless otherwise provided by this Act or the

other law something else.



(3) if all of the shares of the company being acquired or distributed

companies or cooperatives owned by recipient companies or

cooperatives, shares in the company or the company being divided or

the team with the Exchange and the members of the distributed

companies or cooperatives did not acquire a share of the recipient

companies or cooperatives.



§ 245



The participating companies or cooperatives



(1) the distribution with the emergence of new companies or cooperatives is

the interested companies or cooperative being acquired or only

the company being divided or cooperative.



(2) the splitting of the merge are participating companies, or

the cooperatives of the company being acquired and the acquiring company or team

or cooperatives.



(3) when you split the merge are participating companies, or

the cooperatives of the company being divided and the recipient company or team

or the team or the acquiring company or cooperative.



§ 246



The company being acquired and the acquiring company, distributed and cooperative must have

When you split the same legal form, unless otherwise provided by this law

another.



§ 247



The legal position of the founder of the acquiring company or cooperative

or the recipient companies or cooperatives in the Division with the emergence of

new or new companies or cooperatives being acquired or has

the company being divided or cooperative.



§ 248



Division of a project may provide that the shareholders of the company or

distributed by the company or the members of the merging or distributed by the

cooperatives and some of them will become shareholders of one or

some of the recipient companies or members of just one or

some of the recipient cooperatives and their membership in other

successor companies or cooperatives does not arise; the provisions of § 249

This does not affect.



§ 249



(1) the distribution by splitting each shareholder or member of a distributed

companies or cooperatives remains a partner or member of a distributed

companies or cooperatives. This is without prejudice to the provisions of paragraph 2.



(2) separation with the termination of the participation of one or more

shareholders in the company being divided is permitted with the agreement of

all the members of that society. If it is being divided

companies, joint-stock company, it is possible to terminate the participation of the shareholders only

in the event that the general meeting of the company being divided shall decide on the acquisition

own shares under the conditions laid down by law, which governs the legal

ratios of commercial companies and cooperatives.



(3) the participation of a partner terminates on the date of registration in the separation

the commercial register.



(4) in the case of a public commercial company or limited partnership,

changes to the registration division in the register of social contract

distributed by the company so that the deleted information about this partner.

The companion of a public company or limited partnership

the company, whose participation was destroyed in accordance with paragraph 3, shall be entitled to

settlement amount based on the social contract of the company being divided.



(5) if it is a company with limited liability or joint-stock company,

the share of a partner whose participation to lapse pursuant to paragraph 3, this

the date the property of the company being divided. The provisions of § 165 paragraph. 1 and §

379 or 161, 162 and 164 shall apply mutatis mutandis to a change of the social

the contract distributed company with limited liability and the amount of the settlement

share of partnership of the distributed company with limited liability or a

the return of shares by the shareholder, who stepped out of the distributed

joint-stock company, the assessment of performance of shareholder at its

book-entry shares and the settlement of the shareholder vystoupivšího

distributed by the joint stock company.



(6) the basis for determining the amount of the share of the settlement is in the public

the trading company, limited partnership or limited company

the limited space of the accounts opening balance sheet distributed

the company, unless otherwise provided in the partnership agreement as something else.



(7) the provisions on the settlement of the share referred to in paragraphs 1 to 6 shall not apply,

If the termination of the participation on distributed company or cooperative settled

According to the project the distribution of its share in the acquiring company or

a cooperative or an additional charge.



Part 2



Project Division



§ 250



(1) the draft terms of Division must contain at least



and the name and address) of all participating and new companies or cooperatives

and their legal form and the identification number of all the participating

companies or cooperatives,



(b)) in the splitting of the exchange ratio of shares in the company or the members of the company being acquired

companies or cooperatives on one or more of the recipient

companies or cooperatives, specifying how they divide shares of the

successor companies or cooperatives among the shareholders or members

the acquired companies or cooperatives, and the criterion on which this

allocation is based, and any supplement by specifying its amount and time

maturity,



(c)) in the exchange ratio of shares split containing an indication of how much and

what becomes a partner or member of the shares distributed by the company or

cooperatives in the acquiring or successor companies or

cooperatives, where appropriate, an indication of the participation of the out travel companion

as a result of the divestment of the company being divided ceases to exist, with an indication of how

shall be allocated shares in the recipient companies or cooperatives between

members of the distributed by companies or cooperatives, and

the criterion upon which such allocation is based and any supplement with

by specifying its amount and maturity,



(d)) the record date of Division



e) rights that the acquiring company or co-operative provides to the owners

issued bonds, where appropriate, the measures that are proposed for them,



(f)) the date from which the right to share in profits or komanditistům

shareholders of the company with limited liability or joint-stock company of the

exchanged or new shares when the merger as well as the Special

conditions concerning such rights, if any,



g) any special advantage, that one or more of the participating or

new companies or cooperatives provides the members of the Board,

the members of the Supervisory Board, the Administrative Board or the Audit Committee, if

is established, and experts from the přezkoumávajícímu Project Division; in doing so, especially

indicate to whom this benefit is provided by the who and under what conditions it

provides,



h) determine who the employees of the company or the company being divided

or cooperatives will become employees of the acquiring or successor

companies or cooperatives or remain employees distributed

companies or cooperatives in divestment,



I) determine what assets and what debts are transferred to the acquiring or

each of the recipient companies or cooperatives, or remain


distributed by company or cooperative in a split; When that determination

It is possible to use the reference to the most ordinary, extraordinary, final or

interim financial statements compiled prior to the preparation of draft terms of merger and

inventories of assets made by the inventory, if such determination

allow you to; assets and rights in the land register to be written in the

the project marks under the law governing the public register

real estate ^ 3),



j) the Division by merging changes the founding legal negotiations

the acquiring company or cooperative, if to them as a result of the Division

occur; If they are not in the project, distribution of the merger contained no

changes to the founding legal act, it is considered that the founding

legal proceedings does not change,



to) the Division with the emergence of new companies or cooperatives



1. the founding legal act all recipient companies or

cooperatives,



2. the name and domicile or registered office of the company or the names and identification numbers

the members of the Board of the acquiring company or co-operative and members

the Supervisory Board or Management Board of a public limited company, and if it shall be established,

and of the Supervisory Board or the Management Board of the company with limited liability or

the Audit Commission of the cooperative,



l) adjusted to determine to which the acquiring company or the

team passes the tax liability of the company or

The Coop ^ 4), and



m) when the secession of any amendments to the founding legal negotiations

distributed by companies or cooperatives.



(2) share exchange ratio may be determined either by the members or share

members distributed by companies or cooperatives in all of the recipient

companies or cooperatives will be the same as it was in distributed

company or cooperative (an even exchange ratio), or it can be

set out in the various successor companies or cooperatives in different ways

(uneven exchange ratio); the provisions of § 248 and 249 are not

without prejudice to the.



(3) the share-exchange ratio must be fair and reasonable. If there is no share exchange ratio

proportionate share of the fair value of a shareholder or member in the company

company or cooperative, must be given a supplement, unless the

This law gave up. The provisions of § 70 para. 3 shall apply mutatis mutandis.



(4) If, as a result of the divestment of the reduction in the fair value of the

the proportion of the current shareholder or member of the acquiring or distributed

companies or cooperatives on distributed company or cooperative does not have

be completely replaced by the fair value of the share or shares of the acquiring

company or successor companies or successor to the cooperative

or of the recipient cooperatives, he must be granted a supplement, unless the

This law gave up.



(5) the balance shall be paid before registration in the commercial Division

Register and before the secured creditors ' claims of all

the participating companies or cooperatives under this Act.



§ 251



Approval of the merger has the date of the entry into the commercial distribution

the register of the legal effects of the accession of the shareholders of the company or

the members of the merging companies or being divided or distributed by the

cooperatives to the social contract, memorandum or statutes

the acquiring companies or cooperatives, where to exchange their

market share of the company or the ending and the team has not yet

they were not members of the acquiring company or of the successor

of the cooperative.



§ 252



(1) If a divides the company with limited liability, joint-stock

company or cooperative, Project Division with the emergence of new

companies or cooperatives may be published under section 33 or published

According to section 33a, without putting the data according to § 250 paragraph. 1 (b). k), point 2.



(2) the procedure referred to in paragraph 1, the missing data to the project

the Division with the emergence of new companies or cooperatives or project

separation with the emergence of one or more new companies or

cooperatives make up before its approval, unless the members of the Supervisory Board

or of the Administrative Board who are to be elected by the employees (section 290b).

The provisions of § 33 and 33a shall not apply.



Part 3



The valuation of the assets of the company with limited liability and joint-stock company



§ 253



(1) When splitting with the emergence of new companies is being acquired

the company is obliged to let appreciate fortune to go according to the project

the split between each of the recipient companies by an expert opinion for the

the valuation of assets, and it separately for each of the acquiring company.



(2) when a split with the emergence of new companies or new companies

leave the company being divided to appreciate by an expert opinion for the valuation of assets

only the odštěpovanou portion of his fortune, which will move according to the

the project to the acquiring company or individual

the acquiring company, separately for each of the recipient

the company.



(3) the Division by merging or being acquired is the company being divided

obliged to let appreciate by an expert opinion for the valuation of equity capital, it only

that's according to the project of conversion of go to the acquiring company or

those of the acquiring company, that will increase the capital of the

the assets of the company or the company being divided, separately for

each of the recipient companies.



§ 254



The company or the company being divided shall be obliged to let appreciate

by an expert opinion for the valuation of assets, part of his fortune, which, according to

the project go to the acquiring company at the date of

processing the last ordinary, extraordinary or final financial statements

in terms of the company or the company being divided prior to the preparation of

project distribution.



Section 255



The company or the company being divided, whose fortune was valued at

opinion of an expert is required to provide this assessment to all other

the companies involved.



§ 256



(1) an expert shall include at least



and the description of that part of the equity), the company or the company being divided which is to

go to the acquiring company,



(b) the valuation methods used)



(c)) the amount to which are valued that part of the assets of the company being acquired

or distributed by the company, which is to go to the acquiring

the company,



(d)) the Division with the creation of new companies and an indication of whether this amount

corresponds to at least the sum of the deposits into the capital of the acquiring

company with limited liability, which are related to the shares in the acquiring

companies that will acquire this company partners

in Exchange for shares in the company with limited liability,

or the sum of the nominal value of the shares of the acquiring company

to be issued to the shareholders of the company, and the joint-stock company



(e)) the Division by merging and an indication of whether this amount corresponds to the

at least the amount of the capital increase, which is attributable to shareholders

the company being acquired or distributed by the company pursuant to § 253 para. 3.



(2) the provisions of section 75 para. 2 to determine the amounts of awards worth it

by analogy.



section 256a



If the assets of the company or the company being divided or its

part of awarded by an expert opinion for the valuation of property, contains a message about

classification according to § 24 para. 1 and an indication of the fact that the property or part of it

awarded by an expert opinion for the valuation of assets, and the business address of the

the register, in which the collection of documents, this opinion will be saved.



Part 4



Some of the provisions on the protection of lenders and borrowers in the Division



§ 257



(1) each of the recipient companies or each of the succession

shall be liable for the debts of the cooperatives that have moved due to the split of the extinct or

distributed by companies or cooperatives in other successor

companies or cooperatives or companies or distributed remained

When you split the team, jointly and severally liable with the other successor

companies up to the amount of the valuation of assets, which should go under

the project referred to in expert opinion for valuation of assets.

The provisions of section 75 para. 2 for the purposes of liability does not apply.



(2) if the Division by merging to equity awards to go

to the acquiring company or co-operative, by an expert opinion for the purposes of

liability determined the amount by which the amount of the equity capital has been changed

the acquiring company or cooperative declared in the opening balance sheet

than the amount of the equity reported in the final financial statements.



§ 258



The company being divided or distributed cooperative is liable for debts which

as a result of a split were transferred to the acquiring company or co-operative

or more of the recipient companies or cooperatives, to the amount of their

the equity reported in the opening balance sheet.



section 259



The provisions of § 35 to 40 are the provisions of § 257 and 258.



§ 260



cancelled



§ 261



(1) if it is not of the project clear what assets and what debts

defunct companies or cooperatives which were transferred to the successor

company or cooperative, they become the acquiring company or

the co-owners of the property of the cooperative, of these claims are

entitled to jointly and severally liable for the performance of these debts and are committed

jointly and severally.




(2) between the acquiring company or cooperative deal



and the ratio of the amounts of awards) in equity resulting from the expert opinion for

the valuation of the assets, if it was awarded the relevant part of the assets of the company being acquired or

distributed by the company under section 253,



(b)) in the ratio of the amounts which the equity capital of the acquiring

companies or cooperatives reported in excess of the amount of the opening balance sheet

the equity reported in the final financial statements, in the case of

referred to in § 257 paragraph. 2, or



(c)) in proportion to their own capital declared in their kick-off

balance sheets, in other cases.



(3) if it is not split from the project to establish whether certain assets or debt

He walked over to one of the successor companies or cooperatives,

the asset or debt is property or debt of the company being divided

or cooperatives.



§ 262



(1) any person whose legal interests are affected by the Division, has the right to receive

from each of the participating companies or cooperatives information about what

assets and what debts are transferred to each of the recipient companies

or cooperatives.



(2) If a person authorized pursuant to paragraph 1 does not receive the requested

information without undue delay, you may exercise that right in court.



§ 263



If the debtor is not known which of the recipient companies

or cooperatives went extinct, or split the claim of the company or

cooperatives may perform any of the recipient companies or

at the discretion of the cooperatives.



§ 264



If the lender is not known which of the recipient companies or

team went defunct debt or divided companies or cooperatives,

may require the fulfilment of debt on any of the recipient companies

or cooperatives.



Part 5



Certain provisions on basic and equity a company with

limited liability companies and joint stock companies in the distribution of



§ 265



(1) the distribution with the emergence of new companies may not be the sum of the deposits

or the nominal value of the shares and/or business associates of the company or

distributed by the company in the acquiring company are higher than the amount of the

the valuation of that part of the assets of the company or the company being divided,

from expert opinion for valuation, according to the project

the Division go to the acquiring company.



(2) the distribution of the merger must not be the amount of the increase of the basic

the capital of the acquiring company or the company being acquired from equity

distributed by the company attributable to the shareholders of the company being acquired or

distributed by the company is higher than the amount of the valuation of that part of the equity

the company or the company being divided, from expert opinion for

the valuation of assets, in accordance with the project go to the

the acquiring company.



§ 266



(1) the distribution by splitting the equity may be distributed

company with limited liability or joint-stock company reported in its

opening balance sheet is less than its share capital, if the record date

the distribution of preceding the date of the project.



(2) the provisions of paragraph 1 shall not apply if the decision to

approval of the spin-off at the same time decided to reduce capital

distributed by the company pursuant to § 266a of paragraph 1. 2, at least by the amount

the corresponding resulting from the difference between equity and the basic

capital, or the partners undertake to provide surcharge outside

the capital, so that the equity capital equal to at least

the basic capital.



(3) If no record date precede Project Division

the distribution and equity reported in the opening balance sheet distributed

the company will be less than its capital, is being divided

company without undue delay after the Assembly opening balance sheet

required to reduce the share capital by at least the amount of the difference or

at least this amount to increase the equity capital surcharges of shareholders outside

the capital, otherwise the Court will decide on its cancellation, and the entrance to the

liquidation.



§ 266a



(1) as part of the divestment of the company being divided and can always reduce the

the existing capital or increase it from their own resources or

decide about the increase and reduction of capital.



(2) If a company being divided to reduce the existing share capital in

connection with the spin-off, it shall apply to the capital reduction

the company distributed the provisions of § 91 to § 110 and 126 or by analogy. If it is to

be reduced because of capital referred to in § 266 paragraph. 2, cannot be

to pay the amount of the capital reduction to shareholders.



(3) where the company being divided shall decide to increase the basic

capital from its own resources in connection with the spin-off, it shall apply to

increase the share capital of the company being divided the provisions of § 90

or § 125 109 and by analogy.



(4) where the company being divided may decide to increase the concurrency and

reduction of share capital in connection with the spin-off, it shall apply to

simultaneous increase and decrease the share capital of the company being divided

the provisions of § 91a para. 2 or § 111 paragraph. 2 accordingly.



TITLE II



SPECIAL PROVISIONS CONCERNING THE DIVISION OF PUBLIC COMPANY



§ 267



(1) the project Division of a public company in determining the

share exchange ratio includes determining what the legal position will have

Companion companies being acquired or distributed in

the acquiring company and what will be the amount of the deposit in the

the acquiring company, are to be companions or some of them

deposits, and an indication of the status of the repayment of deposits, if they are the companions of the deposit

duty.



(2) If, in accordance with this Act for the exchange of shares of a shareholder

the company or the company being divided for a stake in some of the acquiring

of the company or in any of the recipient companies or has a crease

market share of the incumbent member in the acquiring company, and this

the fact is known at the time of the project Division, the project must

the Division also contain the reasons why the exchange of shares will not occur.



§ 268



If the distribution is not subject to any approval of any of the

the companies involved, the particulars referred to in § 33 para. 1 (b).

b) published or disclosed in accordance with § 33a of at least 1 month before the date, in

which has to be filed for registration division in the commercial register.



section 269



(1) the Companion must be at least 2 weeks prior to the date in which the

approve a split, delivered



and project Division)



(b)) the accounts of all participating public companies

for the last 3 financial years, if the interested public

During this time the company takes such financial statements, if applicable, the legal

the predecessor, if an interested public company legal

the predecessor, and if required also the auditor's report on verification,



(c)) the final accounts of all interested parties, public business

opening balance sheet distributed by the company, or the acquiring

the company or the recipient companies, if the record date

preceding the date of project distribution and if required also

the auditor's report on verification,



d) interim financial statement and Auditor's report on its verification, or

half-yearly report in accordance with the law on the capital market, if

require, and



(e) report on the Division of expert), if required.



(2) If a shareholder has agreed to by the participating company will be to

providing information to the use of electronic means, he may be

copies of the documents referred to in paragraph 1 be sent electronically. Consent may be

put in any way, from which follows this will Companion.



(3) the provisions of paragraphs 1 and 2 shall not apply if interested

the company shall make the documents referred to in paragraph 1 for at least 2

weeks prior to the date in which the shareholder approve distribution

the website and the website allows partners at all

the period referred to in paragraph 1 to download and print the documents referred to in

paragraph 1. The provisions of § 33b on security websites

apply, mutatis mutandis.



(4) If for any reason whatsoever to interrupt access to the continuously

website for longer than 24 hours, transmit to the interested

company shareholder instruments referred to in paragraph 1, without undue

delay, but not later than 2 days before my companion Division

approve.



section 270



(1) if requested by one of the partners, an interested

the company proposal for the appointment of an expert for the Division and shall submit this

partner project Division for approval without undue delay after the

the review appraiser for distribution. In this case, is done

review of distribution only for the companies involved, the companion of

the review asked; the provisions of § 113 paragraph. 3 and § 114 to 116 at

experts for the expert report on the distribution and the distribution shall apply mutatis mutandis.



(2) if the application of a shareholder referred to in paragraph 1 is granted, shall not prevent the

the fact of the registration division in the commercial register, if the distribution of

yet approved.




(3) the company shall not be obliged to grant the request of a shareholder,

If you no longer meet the request by another companion.



§ 271



(1) any failure by a partner of the company the deposit requirement

prior to the preparation of the project and the project of the splitting of the splitting is not

that its deposit obligation shall cease, the project must split control in the

what the recipient company or companies is required to meet the

the deposit requirement and in what amount. When the split holds the companion

the deposit requirement in distributed by the company, unless the project split

Specifies that has to be met in one of the recipient companies.



(2) If, under the project reduces the deposit obligation

Companion or completely ceases to exist, you must specify how the project Division will

loaded with the amount corresponding to the reduction of deposit or the amount

the appropriate deposit in its demise.



(3) it reduces to the amount of deposits of a partner or if the deposit expires, even though

the deposit obligation has been met, and the amount of the reduction of the deposit or the whole

the deposit has to be paid to the shareholder according to the project distribution, contains the

draft terms of Division and the time for payment of the amount of the deposit or

the entire deposit to the shareholder.



(4) the amount referred to in paragraph 3 may not be paid before registration of the Division

in the commercial register and before the secured accounts receivable

creditors under this Act.



(5) If the deposit obligation has not been met, you can conclude an agreement on

waiver of the obligation to repay the outstanding part of the deposit or the whole deposit

only under the conditions specified in paragraph 4.



§ 271a



(1) the shareholders of the acquiring company shall be liable after the registration division

the merger in the commercial register and for debts that the acquiring

the company incurred prior to the entry or to the entry to it

have moved. Companion who before writing the Division by merging into the commercial

Register for such debt, however, can require; after the persons who

they were on the date of registration of the merger in the commercial register

shareholders of the companies involved, whose debt was to him in

the extent of their shares of this company are written by compensation for

the provision of such transactions and the associated costs. The rights of the guarantor

against the debtor are not affected.



(2) If a partner gives up the company being acquired the rights to the Exchange, warrants

only for debts that registration of the merger in the commercial register

were transferred to the acquiring company of the company, which was

Companion.



TITLE III



SPECIAL PROVISIONS ON THE ALLOCATION OF THE LIMITED PARTNERSHIP



§ 272



If it is not stipulated by something else, it is for the distribution of limited partnership

company law Division of a public company.



§ 273



The share exchange ratio in the distribution of limited partnership project also includes



and the companions of a participating company) who will have legal status

limited partners and who will have the legal status of general partners,



(b)) for each limited partner stake in the share capital

the acquiring company.



§ 274



(1) if the shareholder had a participating company before writing

the Division in the register of the position of a limited partner, and after this

writing in the acquiring company has a status of the general partner, is liable for

the debts of all the participating companies continuing to date of registration division

in the commercial register indefinitely and jointly and severally liable with the other

General partners may, however, require the companions, who were

General partners of a participating company, whose debt is, even before the

registration in the commercial register allocation, to replace transactions

by reason of the liability on this debt has provided, to the extent of their

shares in the company, unless it is a debt for which vouched for an unlimited

before the registration of the merger in the commercial register. The rights of the guarantor against the

This does not affect the debtor.



(2) The liability of general partners of the companies involved for the debts

the acquiring company, the provisions of § 271a apply mutatis mutandis.



§ 275



If he had a partner company concerned before registration of the Division into

commercial register of the position of the general partner, and after this the registration has

the acquiring company shall be liable only for a limited partner, the debts of the

the companies involved, which was a general partner, lasting to date

registration in the commercial register for unlimited distribution and jointly and

severally liable with General partners and limited partners of unlimited ručícími, after

a period of 5 years from the date of the registration in the commercial register become a split

effective against third parties; for the debts which arose after the registration division

in the commercial register, shall be liable only if it has not been paid at this time

his stake in the share capital of the company within the scope of

the law, which regulates the legal relations of the companies and

cooperatives. The rights of the guarantor against the debtor are not affected.



TITLE IV



SPECIAL PROVISIONS CONCERNING THE DIVISION OF PUBLIC COMPANIES AND

LIMITED PARTNERSHIPS IN VARIOUS LEGAL FORMS OF THE COMPANY BEING ACQUIRED OR

DISTRIBUTED AND THE ACQUIRING COMPANY



§ 276



The Division of a public company may have the acquiring

the company's legal form



and) only public company,



(b)) only a limited partnership, or



(c)), one or more of the recipient companies may have the legal form of

public company and one or more of the recipient

companies may have the legal form of a limited partnership.



§ 277



When the distribution of the limited partnership may be the acquiring company

the legal form of



and) only public company,



(b)) only a limited partnership, or



(c)), one or more of the recipient companies may have the legal form of

public company and one or more of the recipient

companies may have the legal form of a limited partnership.



§ 277a



(1) if the Division by merging the acquiring company will change

at the same time its legal form, contains in relation to her project Division

instead of changing the social contract a new social contract required

the law, which regulates the legal relations of the companies and

cooperatives, for the kind of company that is the successor company

registration in the commercial register allocation to acquire.



(2) The distribution of the merger referred to in paragraph 1 shall not apply the provisions of

This Act on the change of legal form.



§ 278



If he had a partner and a limited partner of the company status involved

in the acquiring company will have the status of the general partner or

of a shareholder of a public company, it shall apply, mutatis mutandis, the provisions of

section 274.



§ 279



If he was a companion of a participating company or the General Partner status

the companion public company and the acquiring company

It will have the status of a limited partner shall apply mutatis mutandis the provisions of § 275.



TITLE V OF THE



SPECIAL PROVISIONS ON THE ALLOCATION OF LIMITED LIABILITY COMPANY



Part 1



Some of the provisions of the project distribution limited liability company



§ 280



(1) the project limited liability company Division in determining the

share exchange ratio contains further details about the



and the amount of the deposit, scope) obligation to deposit and the amount of the share of

each shareholder in the companies concerned before registration of the Division into

commercial register,



(b)) whether the shares of the company or the company being divided

is subject to change or that his participation shall cease when this fact known in

the time of project distribution, indicating the reason,



(c)) whether to change the amount of the deposit or of the proportion of the current partnership

the acquiring company the Division by merging or distributed

company spin-off, and



(d) the amount of the deposit), scope of the obligation to deposit and the amount of the share of

each shareholder whose share is exchanged, in the acquiring company

and distributed the company after registration in the commercial Division

the register.



(2) If a custom recipient companies of all the shares of the company

or distributed company, does not include the distribution of project data

referred to in § 250 (a). b), c) and (f)) and paragraph 1. This also applies in the case

If there is no exchange of the shares of any shareholder of the company

the company for the shares in the acquiring company from another legal

reason.



(3) where, under the social contract to own more shares,

Enter the details referred to in paragraph 1 in respect of each share that

Companion custom in each participating company at the time producing a

the project or to own in the acquiring company after

the distribution.



(4) if the participating company or the stem leaves are to be

issued by the acquiring company after the split, this shall be

to the project in respect of each share, which has been issued or has

be issued with a voucher. If it is to occur in connection with the distribution of the exchange of

stem leaves, or just to return them or just their release,

the project method and time for their submission or

just for taking over the newly issued ordinary leaves.



§ 280



The amount of any balance due to the shareholders of a participating company or


participating companies must not exceed 10% of the sum of the amount of the increase

the capital of the recipient companies of assets being acquired or

distributed by the company when the merger or the sum of the basic

capital of the recipient companies in the distribution with the emergence of new

companies.



Part 2



The amount of deposits and capital of the acquiring company in the distribution of



§ 281



Increase in the capital of the acquiring company from the assets of the company being acquired

or distributed by the company



(1) to increase the capital of the acquiring company from assets

the company or the company being divided when you split may occur



and the exchange of the shares) for the admission of new deposits and shares in associates

defunct company in Exchange for shares in the company

the company's adjusted or for the purpose of compensation for the reduction in real

the value of their shares when the divestment,



(b)) for the purpose of exchange of shares by increasing the deposits existing shareholders

the acquiring company in Exchange for shares in the company disestablished

the company, adjusted or for the purpose of compensation for the reduction in real

the value of their shares when the divestment and the founding legal act

the acquiring company does not allow companion owned more shares,

or



(c) the existing shareholders by increasing the deposits) of the acquiring company, and

If there is no exchange of shares, if there is no change in the persons

the shareholders of the acquiring company.



(2) the capital increase referred to in paragraph 1 shall not apply

provisions of the Act, which regulates the legal relations of business companies

and cooperatives, to increase the capital. The provisions of § 89 paragraph 1. 3, the

apply mutatis mutandis to the amount of the increase in deposits of shareholders of the acquiring

the company referred to in paragraph 1 (b). (c)).



§ 282



Increase in the capital of the acquiring company from its own

resources



(1) as part of the merger, you can always increase the basic

the capital of the acquiring company as well as from its own resources detected from its

the last ordinary, extraordinary, final or interim financial statements

built before the preparation of the project. This increase

capital only involved the former shareholders of the acquiring

the company.



(2) if increases the capital of the acquiring company in accordance with

paragraph 1, the provisions of the Act, which regulates legal relations

commercial companies and cooperatives, to increase the capital

limited liability company shareholders by increasing the deposits or the creation of

new shares from their own resources, with the exception of the provisions on the content of the

the invitation to the general meeting when the capital increase, about the contents of

resolution of the general meeting and on the registration of the capital increase to

the commercial register.



(3) the resolution of the general meeting of the acquiring company on the Division must

the procedure referred to in paragraphs 1 and 2 also contain



and) specifying a custom source or sources of the acquiring company, of which

the capital increase, broken down according to the structure of your own

equity in the financial statements,



(b)) the amount of the capital increase from own resources and



(c)) the amount by which the amount of the contribution of each of the earlier increases

a shareholder of the acquiring company, or an indication of the percentage with him

a corresponding amount of the deposit to each of the partners.



§ 283



Reduction of the share capital of the acquiring company



(1) as part of a merger can be always cut

the capital of the acquiring company by lowering the deposits of the existing

the shareholders of the acquiring company.



(2) if it reduces the capital of the acquiring company in accordance with

paragraph 1, the provisions of the Act, which regulates legal relations

commercial companies and cooperatives, to reduce capital

company with limited liability, which reduces the amount of deposits

with the exception of the provisions on the content of the invitation to the general meeting with a reduction of

capital, about the content of the resolutions of the General Assembly, on the registration of the reduction of

the share capital in the commercial register and on the protection of creditors in

reduction of share capital; the provisions of § 35 to 39 are not affected.



(3) the resolution of the general meeting of the acquiring company on the Division must

the procedure referred to in paragraphs 1 and 2 also contain



and) the amount by which the reduced share capital,



(b)) how to change the amount of deposits the existing shareholders, and



c) an indication of whether the amount by which the share capital will be reduced, shall be paid

the current shareholders of the acquiring company, or an indication of how

otherwise it will be loaded.



(4) if the amount of the capital reduction partly paid

the current shareholders of the acquiring company, provides a resolution of the General

meeting of the acquiring company and the period in which the amount is to be

paid to the shareholders.



(5) the amount of the capital reduction may not be paid before registration

distribution in the commercial register and before will be ensured

the claims of creditors of all the participating companies under this Act.

The same applies to the conclusion of the agreement on the waiver of the obligation to repay so far

the outstanding part of the deposit.



section 283a



The combined capital increase and reduction of the acquiring

company



(1) the Division by merging may be the capital of the acquiring

the company increased at the same time as the procedure under section 281, under section 282.



(2) the Division by merging may be a concurrent increase of the basic

the capital pursuant to § 281 and 282 or reduction of share capital under section

283. This procedure can be reduced and capital below the amount

provided by law, which regulates the legal relations of business companies

and, if at the same time increases, so that at the time of writing the Division into

commercial register has reached at least the minimum amounts laid down by law,

which regulates the legal relations of the trading companies and cooperatives.



Part 3



Expert for the distribution of



§ 284



(1) if requested by one of the partners, an interested

the company without undue delay, a proposal for the appointment of an expert for

Division and shall submit to the general meeting for approval or this

Companion outside the general meeting to approve the draft terms of Division without

undue delay after its review by an expert for the Division;

the review shall be carried out only for the companies involved, the companion of

the review asked; the provisions of § 113 paragraph. 3 and § 114 to 116 at

experts for the expert report on the distribution and the distribution shall apply mutatis mutandis.



(2) the procedure referred to in paragraph 1 could not convene for the purpose of

approval of the Division until the project will be reviewed by Division

an expert for the Division, unless with the consent of all the other

the companions.



(3) if the application of a shareholder referred to in paragraph 1 is granted, and the distribution of

It was still approved, does not prevent this write splitting into

the commercial register.



(4) the company is not obliged to grant the request of a shareholder,

If you no longer meet the request by another companion.



Part 4



Information about the distribution of



§ 285



(1) at least 2 weeks before the date of the general meeting, which is to be

approved by the Division, it must be delivered to the shareholders



and project Division)



(b)) the accounts of all the participating companies with limited liability for

the last 3 financial years, if the participating company with limited liability

restricted during this period takes such financial statements, if applicable, the legal

the predecessor, if the participating company with limited liability company law

the predecessor, and if required also the auditor's report on verification,



(c)) the final accounts of all the participating companies with limited liability

opening balance sheet, distributed or the acquiring company with the

limited liability company, if the record date is preceded by the distribution of copy

the project of the merger, and if required, also the auditor's report on verification,



d) interim financial statement and Auditor's report on its verification, or

half-yearly report in accordance with the law on the capital market, if

require if require



e) joint report on Division or all messages of the distribution of all

the participating companies, if required,



(f) report on the Division of expert), or expert reports on the distribution of

other participating companies, if required.



(2) each participating undertaking together with the documents referred to in paragraph 1

sends a notification that the shareholders have the right to meet at the headquarters of

companies with expert for the valuation of assets.



(3) if the Division is to be approved by the shareholders outside the general meeting,

the company shall send the documents referred to in paragraph 1 and the warning referred to in

paragraph 2 of the proposal to the shareholders together with the decision on the apportionment among

General meeting.



section 285a



(1) If a shareholder has agreed to by the participating company will be to

providing information to the use of electronic means, he may be

copies of the documents referred to in § 285 para. 1 and 2 are sent electronically.

Consent can be put in any way, from which follows this will

Companion.




(2) the provisions of paragraph 1 and § 285 shall not apply if interested

the company shall make available on the website of the documents referred to in section 285

paragraph. 1 and 2 for at least 2 weeks prior to the date in which it has on the allocation of

decisions by the General Assembly or approve companion has a distribution outside the

General meeting and Internet site allows shareholders throughout this

time to download and print the documents referred to in section 285 para. 1 and 2.

The provisions of § 33b on the security of the website it's

by analogy.



(3) If the participating company on their website

available at the same time as well as an expert for the valuation of the assets referred to

in § 285 para. 2 must publish on the website and the notifications referred to in

§ 285 para. 2.



(4) If for any reason whatsoever to interrupt access to the continuously

website for longer than 24 hours, transmit to the interested

company shareholder instruments referred to in § 285 para. 1 without undue

delay, but not later than 2 days before it will be held by the General

meeting or has a companion to approve allocation.



Part 5



Approval of the project



§ 286



(1) the resolution of the general meeting of the company approving the Division concerned

must have the approval of the



and the allocation and project)



(b)) the final accounts the companies involved and the opening

the balance sheet of the acquiring company or companies if the record date

the distribution of the copies of the project Division, preceded, where appropriate, interim

the accounts of the relevant participating company.



(2) the provisions of the Act, which regulates the legal relations of business

companies and cooperatives, on the prohibition of the exercise of voting rights in the case of

non-monetary contributions when you vote on the split does not apply.



§ 287



If there is an increase or decrease of the registered capital of the acquiring

or distributed by the company under this Act, contains the invitation to the

a general meeting of all the participating companies as well as an indication of the



and what are the companions) of the participating companies is the capital

the acquiring company increased or reduced



(b)) whether it is a capital increase from own resources of the acquiring

of the company or of the assets of the company or the company being divided and



(c)) whether the combined increase in the share capital or to

the combination of the increase and reduction of capital.



§ 287a



(1) the Manager of a participating company get acquainted before the vote on the approval of

the Division partners with expert report on the Division, if the

requires, and with all substantive changes relating to assets for which the

in the period from the project to the date fixed for the general distribution

the meeting, which decides on the allocation, in all the participating

companies. The accuracy of notification of changes relating to the property must

to be confirmed by the Auditor, if the company is subject to statutory audit,

or an expert who carried out the valuation of the assets.



(2) the Managing Director shall inform the company concerned about changes to the assets referred to in

paragraph 1, the Managing Director of other participating companies so that they can

inform their respective general meetings.



(3) if the Division is to be approved by the shareholders outside the general meeting,

the Executive Director shall provide the shareholders the information referred to in paragraph

1 in writing, together with a proposal for a decision of the Division of General

the pile.



(4) introduction to changes in equity is not required, unless the advance

They agreed to all the members of all participating companies.



§ 287b



(1) if the acquiring company owns all shares

the company or the company being divided, it does not require the approval of the

the allocation by the General Assembly, a single shareholder or shareholders

the companies involved if all participating companies

complied with the obligations referred to in paragraph 3 and in section 33 or 33a and section 285

285a and does not occur or to change their founding legal proceedings.



(2) if the general meeting of the company being acquired, held or distributed

the company shall inform the Secretary of each participating company's Managing Director

other participating companies of any material changes

relating to assets that have occurred in the period from project

the distribution.



(3) the information referred to in § 33 para. 1 (b). (b)), if they are interested

the company referred to in paragraph 1 shall be published in accordance with § 33

or published in accordance with § 33a not later than 1 month before the date in which the

be filed for registration division in the commercial register. This applies

for the fulfilment of obligations pursuant to section 285 or 285a.



(4) if the last annual or extraordinary accounts of any

the companies involved, where appropriate, interim financial statements, if

requires, or her final accounts has not been approved by the General

Assembly, the sole member or members of the participating

the company, prior to registration in the commercial register, the Division approves

the General Assembly, her only companion or companions of the acquiring

of the company after the registration in the commercial register allocation. The approval of the

the opening balance sheet in this case does not require.



(5) the shareholders of the acquiring company, whose deposits they achieve at least

5% of the capital of the acquiring company before the split, have

the right to require that a general meeting of the acquiring company in order to

approval of the Division within 1 month from the date on which have been published pursuant to §

33 or published in accordance with § 33a of the data according to § 33 para. 1 (b). (b)).



(6) If you want to change the social contract or the founding

of the Charter of the acquiring company referred to in paragraph 1, shall be required to

distribution of the merger agreement by the general meeting of the acquiring at least

company or its sole member.



§ 288



When you split with the emergence of new companies with limited liability or

separation with the emergence of one or more new companies with

limited liability partnership agreement or memorandum

the acquiring company with limited liability does not contain an indication of the administrators

the deposit, the first directors or jednatelích, any members of the supervisory

Council and the methods of and time to meet deposit obligations when establishing the

the company are met.



section 288a



(1) is not met the deposit obligation of a shareholder of the company

drafting of the splitting of the company before the project, the project must

splitting of the control, in which the acquiring company or companies

This is the companion must meet the obligation and in what amount.

When the divestment obligation companion performs the distributed

company, unless it determines that the secession of a project is to be met, the deposit

some of the obligation of the recipient companies. In this case,

contains the partnership agreement or the memorandum of the acquiring

the company how and when to meet deposit obligations of this

Companion.



(2) a waiver of the obligation to deposit the Division by merging with

existing shareholders of the acquiring company or the partners

distributed by the company and in a split with the emergence of new companies

can occur only if there is a reduction of the capital of the acquiring

the company according to § 283 or distributed by the company procedure

According to § 266a of paragraph 1. 2. Waive the obligation to shareholders

the company can only be if so provided by the project

the distribution.



(3) if it is to be remitted to the partner the deposit obligation, they shall not apply

in the vote on the allocation of provisions of the Act, which governs the legal

ratios of commercial companies and cooperatives, on the prohibition of the exercise of voting

rights in the event that the partner is in default in repayment of the deposit.



Part 6



The exchange of shares



§ 289



The acquiring company will exchange shares in the manner and under the conditions

provided for in this law; the provisions of § 97-99, section 99b and 99 c, §

shall apply mutatis mutandis.



TITLE VI OF THE



SPECIAL PROVISIONS CONCERNING THE DIVISION OF PUBLIC LIMITED LIABILITY COMPANIES



Part 1



Some of the provisions of the project Division of the joint-stock company



§ 290



(1) the Division of a project also includes a joint-stock company



and) in connection with Exchange ratio when splitting an indication of how much

shares and what or what the recipient companies will be replaced with a

one share of the company, indicating their nature, form,

transferability, nominal value and any information concerning admission to the

trading on a regulated European market that will be replaced for the valuable

paper, book-entry securities or immobilised security, including

the detailed rules of the procedure in their Exchange, which contain at least

the manner and time for the presentation of the shares issued by the company being acquired as

Security for Exchange, Exchange, or if the number of shares

will not be either all or some shareholders exchanged, indicating the reason,

If this situation is known at the time of the merger project,



(b)) in connection with the exchange ratio when you split an indication of how much

What or which shares in the recipient companies will be allocated to a single

share of the company, indicating their nature, form,

transferability, nominal value and any information about their adoption


to trading on a regulated European market, whether these shares will

a valuable paper, book-entry securities or immobilised a valuable

paper, including detailed rules of procedure for their přidělovaní, which

contain at least the method and time for taking over the shares of the acquiring

the company, which are securities, are to be allocated, or if the indication of the

the fact that the shares of the acquiring company will not be either all or some

the shareholders of the company being divided are allocated, stating the reason, if the

This fact, known at the time of the merger project,



c) determine how will the Division by merging acquired shares of the acquiring

the company needed to replace,



(d) an indication of the impact of split) the merger or divestment of the shares

existing shareholders of the acquiring or distributed by companies, in particular

an indication of the fact that their shares are not subject to Exchange, or an indication that the

breaks down, that increases or decreases their nominal value or with

changing their type or form, whether an exchange of shares issued

for uncertificated securities, or immobilized securities or

Vice versa, including the rules of procedure for the exchange of or submission to the

the designation changes to the nominal value, which shall include at least the manner and period of time

for the submission of the shares in the acquiring company issued or distributed

as a security,



e) rights that the acquiring company will provide the owners of

securities or book-entry securities, which

they are not stocks, or zatímními leaves, where appropriate, measures for

It proposed,



f) procedure in the event that the shareholders of the companies involved a

the right to sell shares of the acquiring company pursuant to § 308, in particular the

on the time limit and the way the publication of public contract or about how

to exercise the right to repurchase shares under § 49a-49d, and



g) data about how many seats on the Supervisory Board or Management Board of the acquiring

joint-stock company to be filled by persons elected employees

acquiring joint-stock company, determine if the statutes of the acquiring

the company, stating that this space is not used and will be occupied by the

After the registration in the commercial register allocation.



(2) the starting point of the period for the submission of the securities cannot

precede the date of registration in the commercial register allocation.



(3) If a custom recipient companies of all the shares of the company

or distributed company, does not include the distribution of project data

referred to in § 250 (a). b), c) and (f)) and paragraph 1 (b). a) to (c)), and (f)). It

is true even if there is no exchange of shares any shareholder

company being acquired for a stake in the acquiring company from other

for legal reasons.



(4) has not issued if an interested Corporation on a share in stock

the company has not yet no participation or book-entry securities

participation securities, this fact shall be stated in the project.

In this case, is not in the project Division of the rules for the exchange of

the shares, but the rules for the issue of shares of the acquiring company.



section 290a



(1) if it is not repaid the issue price prior to the preparation of project splitting and

from the project to the split does not follow that the obligation to repay the outstanding part of the

the issue price shall cease, the project must determine to what the split

the acquiring company or the company's shareholder obliged to emission

course pay and in what amount. When the divestment is repaying the outstanding shareholder

part of the issue price of the company, unless the project split

Specifies that has to be repaid within some of the recipient companies.



(2) to repay the outstanding obligations of the waiver portion of the issue price at

the current distribution of the merger the shareholders of the acquiring or

the company being divided may occur only if there is a reduction of

the capital of the acquiring company pursuant to section 296 and 110 or distributed

the company pursuant to § 266a of paragraph 1. 2.



(3) waive the obligation to repay the unpaid issue price

the shareholders of the company being acquired can be used only if so provided by the

Division of a project, just after the registration in the commercial register, and distribution

If secured creditors ' claims under this Act.



(4) in order to be granted immunity from the obligation to repay the outstanding shareholders a portion

the issue price, do not apply in the vote on the allocation of provisions

the law, which regulates the legal relations of the trading companies and cooperatives,

on the prohibition of the exercise of voting rights in the event that a shareholder in arrears

in repayment of deposit or if he be waived of the obligation.



section 290b



(1) the distribution is split prior to the registration in the commercial register

not used the place in the Supervisory Board or Management Board of the acquiring

the company, which are to be occupied by persons elected in accordance with the statutes of the

employees of the acquiring company.



(2) the election of the members of the Supervisory Board or the Management Board of the acquiring company

elected staff members shall be made within 90 days after registration of the Division into

the commercial register.



Part 2



The share exchange ratio



§ 291



On the supplements when you split, the provisions of sections 106 and 107 apply mutatis mutandis,

If it is not stipulated otherwise.



§ 292



The supplement may also provide third party; in this case, the provisions of

Section 106 does not apply.



§ 293



A supplement may be granted to the shareholders of the acquiring company and shareholders

the company or the company being divided.



§ 294



cancelled



§ 295



If there is a merger, the Exchange shall be used for determining the

the ratio of shares the provisions of § 102 to 104.



Part 3



The influence of distribution of the merger on the existing shares



§ 296



If the split occurs by merging, shall apply to the determination of the impact

Division by merging or by merging the existing separation

the shares of the shareholders of the acquiring company, the provisions of § 108 to 111

by analogy.



Part 4



Expert for the distribution of



section 297



The project will examine the distribution for each of the participating stock

by expert (hereinafter referred to as "expert for distribution") or expert for

distribution common to all participating companies, and on the basis of

a joint request of the companies concerned; the provisions of § 113 up to

117 shall apply mutatis mutandis.



Part 5



Information about the project



§ 298



Notification according to § 33 para. 1 (b). (b)) or the information published in accordance with §

33A must also include at least



warning to shareholders) of the participating companies on their rights

under section 299 or 299a,



b) warning for the shareholders of the company on duty

shares of the acquiring company pursuant to § 308 or 49a, where applicable,



(c) if) has held the general meeting one or more of the participating

companies warning for shareholders of participating companies

on their rights under section 306a para. 5.



§ 299



(1) at the registered office of each of the participating companies must be available for viewing for

shareholders at least 1 month before the date of the general meeting,

to decide on the approval of the Division,



and project Division)



(b)) the accounts of all the participating companies for the last 3 financial

period if the participating company during this period takes, or

such accounts of the legal predecessor, if interested

the legal predecessor of the company, and if required, also the auditor's report

on their verification,



(c)) of the final accounts of all companies involved, the opening

balance sheet distributed or the acquiring company if the record date

the Division is preceded by project splitting, and if required,

also, the auditor's report on verification,



d) interim financial statement and Auditor's report on its verification, or

half-yearly report in accordance with the law on the capital market, if

require,



e) joint report on Division or all messages of the distribution of all

the participating companies, if required,



(f) report on the Division of expert) or all of the expert reports of the Division of

all of the participating companies, if required,



(g)) an expert for the valuation of assets, not a part of expert reports

the distribution.



(2) the company shall issue to each shareholder who so requests, without

undue delay, free of charge a copy of or extract from the documents referred to in

paragraph 1 (b). a) to (f)), if required.



(3) If a shareholder has agreed to by the participating company will be to

providing information to the use of electronic means, he may be

a copy of the documents sent electronically. Consent can be put in any

in a way that follows the will of the shareholders.



§ 299a



(1) the company is not obliged to disclose the documents referred to in

§ 299 para. 1 at its head office, if shall publish for at least 1 month

before the date of the general meeting which is to decide on

approval of the Division, until one month after its venue on the Internet

the page. The provisions of § 33b on security websites

apply, mutatis mutandis.



(2) the provisions of § 299 para. 2 and 3 shall not apply if the Internet

This page allows you to shareholders throughout the period referred to in paragraph 1 download

and printing the documents referred to in section 299 para. 1.




(3) If for any reason whatsoever to interrupt access to the continuously

website for longer than 24 hours, is interested

the company is obliged to fulfil the obligations referred to in paragraph 299, that the time for

their performance is running at the moment of expiry of the period of 24 hours.



Part 6



Approval of the Division



Section 1



The progress of the General Assembly



section 300



(1) in the invitation to the general meeting or in the notice of the convening of the

meeting which is to approve a split, the shareholders shall be notified

on their rights under section 299 or 299a and invitation or notification shall

include the selected data from the financial statements, to be General

tons of approved.



(2) in the invitation to the general meeting or in the notice of the convening of the

meeting which is to approve the merger or split, the split is

including information about the impact of the split or split the shares of existing

the shareholders of the acquiring or distributed by the company, especially about the fact that

existing shareholders of shares in the acquiring company or distributed

are not subject to Exchange or that they break down, that increases or decreases their

nominal or book value, indicating the total amount by which the increase

or reduce the nominal value of all the shares of the shareholders of the acquiring

the company, or that change their type or form or an

Exchange of securities in book-entry securities or immobilised

or vice versa.



(3) If there is an increase or reduction of share capital

the acquiring or distributed by the company under this Act, contains

invitation to the general meeting of all of the participating companies or notification

about the venue and an indication of what shareholder participating

the company's share capital increased or reduced, whether it is a

capital increase from own resources of the acquiring company

or from the assets of the company being acquired, whether the combined

increase the share capital or to a combination of increases and decreases

the share capital.



§ 301



(1) the general meeting of shareholders must be freely accessible for consultation by

of the Charter referred to in § 299 para. 1, if required.



(2) the Board of Directors at the beginning of the general meeting of the shareholders of the project will clarify the

the distribution.



(3) the Board of Directors of the participating companies become acquainted before the vote on the

shareholder approval of the Division, the expert report of the Division, if the

is required, and any substantial changes concerning equity, which

in the period from the project to the date fixed for the general distribution

the meeting, which decides on the allocation, in all the participating

companies. The accuracy of notification of changes relating to the property must be

confirmed by an auditor if the company is subject to statutory audit, or

an expert who carried out the valuation of the assets.



(4) the Board of Directors of the companies involved shall inform about changes in equity

pursuant to paragraph 3 of the Board the other participating companies

in order to inform their general meeting.



(5) overview of the changes in the assets referred to in paragraphs 3 and 4 shall not be required,

If all shareholders have agreed in advance to all interested

companies.



Section 2



The contents of the resolution of the general meeting



section 302



Resolution of the general meeting of the company being divided or about

approval of the Division must have the approval of the



and the allocation and project)



(b) the final accounts of the company being acquired) or distributed by the company and

balance of all recipient companies and distributed

company spin-off, if the record date is preceded by the distribution

copy the project or interim financial statements

the company or the company being divided.



§ 303



The general meeting of the acquiring company merger

must contain the



and approval of the merger project),



(b) approval of the final accounts) and the opening balance sheet of the acquiring

the company, if the record date is preceded by the distribution of copies of the project

distribution, where appropriate, interim financial statements, and



(c)) the decision on the issuance of new shares or the credentials of the Board

the issuance of new shares or options to acquire its own shares, if

need to exchange the shares of the company or the company being divided for the shares

the acquiring company; the provision of section 102 and 103 at the acquisition

own shares in order to Exchange and to increase the share capital

the acquiring company from the assets being acquired or distributed

the company shall apply mutatis mutandis.



§ 304



To increase the capital of the acquiring company pursuant to §

296 and 109, the general meeting of the acquiring company for the

approval of the merger also contain



and) the amount of the capital increase from own resources of the acquiring

the company and the



(b)) indicate a custom source or sources of the acquiring company from

the last ordinary, extraordinary, final or interim management statements

before drawing up the project, which will be the capital of the

increased, broken down according to the structure of the equity in the financial

statements.



section 304a



To increase the capital of the acquiring company pursuant to §

296 and 109a, the resolution of the general meeting of the acquiring company for the

approval of the merger include, determine the amount of the increase

the capital of the acquiring company or the company being acquired from equity

distributed by the company.



§ 305



If you reduce the capital of the acquiring company pursuant to §

296 and 110, the resolution of the general meeting of the acquiring company for the

approval of the merger also contain



a) amount by which reduces the nominal or book value so far

shares of the acquiring company,



(b)) the amount by which the present share capital is reduced of the acquiring

the company, and



c) an indication of whether the amount that reduces the capital

the acquiring company shall be paid to the current shareholders of the acquiring

the company with an indication of the period for its payment, or an indication of how

otherwise it will be loaded.



§ 306



They are to be the shares of the acquiring company after writing the Division into

Register of companies admitted to trading on a regulated European

market, the resolutions of the General meetings of all the participating companies

include consent to submitting an application for their admission to trading on

the European regulated market; This does not apply if the shares of the acquiring

the company has already admitted to trading on any European

a regulated market.



section 306a



(1) if the owner of all the shares of the acquiring company

qualifying to vote on the project, it does not require the approval of the

Division by the general meeting, if all the participating company

complied with the obligations referred to in paragraph 3 and in section 33 or 33a and section 299

or 299a, and there is no change to the statutes of any acquiring company.



(2) if the general meeting is held, the Board of Directors of each

the participating companies the Board of Directors of other participating

companies with all significant changes relating to assets for which the

in the period from project allocations. The accuracy of the notice of

the changes relating to the property must be certified by an auditor, if subject to

the company statutory audit, or an expert who carried out the awards

Fortune.



(3) the information referred to in § 33 para. 1 (b). (b)), if they are interested

the company referred to in paragraph 1 shall be published in accordance with § 33

or published in accordance with § 33a not later than 1 month before the date in which the

be filed for registration division in the commercial register. This is true even

for the performance of duties under section 299 or 299a.



(4) if the last annual or extraordinary accounts of any

the companies involved, where appropriate, interim financial statements, if

requires, or her final accounts has not been approved by the General

tons of or the sole shareholder of the company concerned before

registration in the commercial register, the Division approves it by the General Assembly

or the sole shareholder of the acquiring company after writing the Division into

the commercial register. Approval of the opening balance sheet in this case

does not require.



(5) the shareholders of the acquiring companies, whose shares are

at least 5% of the capital of the acquiring company before

the Division shall have the right to require that a general meeting of the acquiring

the company, in order to approve the Division within 1 month from the date on which

have been published in accordance with § 33 or published in accordance with § 33a of the data according to § 33

paragraph. 1 (b). (b)).



(6) if it is possible to change the articles of Association of the acquiring company referred to in

paragraph 1, requires the consent of at least the general distribution of the merger

meeting of the acquiring company or its sole member.



Part 7



Exchange of shares



§ 307



The acquiring company will exchange shares in the manner and under the conditions laid down

This Act; the provisions of § 134 to 143 shall apply mutatis mutandis.



Part 8



Redemption of shares of the acquiring company



§ 308



(1) if in connection with the distribution of any of the operations

referred to in paragraph 2, the draft terms of Division must include an obligation for

acquiring company to buy back all the shares from the person who




and) was entitled to exercise the voting rights at the general meeting, the participating

the company at the date of the general meeting, which approved the split,



(b)) participated in the general meeting and the



(c)) voted against the approval of the Division.



(2) the right to redemption under paragraph 1 arises if



the company distributes) with uneven exchange ratio and

the acquiring company is a public limited liability company, or



(b)), due to the split changed the legal position of the shareholders of one of the

the participating companies so that an exchange of shares for shares in another

kind, a change in the rights attaching to a specific type of shares which

deteriorating legal status of shareholders compared with the situation prior to the registration division

in the commercial register, the exchange of shares admitted to trading on a

European regulated market for the shares, which are not admitted to trading

on a regulated European market, or for the exchange of shares which

transferability is not limited, for the shares with limited převoditelností.



(3) the obligation to buy back the shares of the acquiring company shall apply only

the shares of the acquiring company, which were exchanged for shares, which

were votes against to approve the Division.



§ 309



For stock the acquiring or the company being divided shall apply

the provisions of § 146-151a mutatis mutandis.



Part 9



Special provisions on the formation of public limited liability companies in succession

the Division of public limited liability companies is the emergence of new



§ 310



If the Division of the emergence of new public limited companies established

even the share exchange ratio is required



and the message of Division)



(b) a review of the project by an expert) and



(c) interim financial statement nor) half-yearly report referred to in the Act on

the capital market.



§ 311



cancelled



TITLE VII



SPECIAL PROVISIONS ON THE ALLOCATION OF LIMITED LIABILITY COMPANIES AND THE

JOINT-STOCK COMPANY IN VARIOUS LEGAL FORMS OF THE COMPANY BEING ACQUIRED OR

DISTRIBUTED AND THE ACQUIRING COMPANY



Part 1



General provisions



§ 312



When you split a limited liability company may have the acquiring

the company's legal form



and) only limited liability company,



(b)) only public limited liability companies, or



(c)), one or more of the recipient companies may have the legal form of

limited liability company and one or more of the recipient

companies may have the legal form of a public limited company.



section 313



The Division of public limited liability companies may have the acquiring company

the legal form of



and) only limited liability company,



(b)) only public limited liability companies, or



(c)), one or more of the recipient companies may have the legal form of

limited liability company and one or more of the recipient

companies may have the legal form of a public limited company.



Section 314



(1) the project distribution includes, in the case that the Division will participate in the

or is the successor company of other legal forms than the

the company or the company being divided, or that the successor company

at the same time changes its legal form, the Division by merging, these data



and how many shares of a particular species), forms, or the nominal value

receives a companion of a participating company with limited liability in Exchange for

its share of adjusted to the share split or when and whether the shares will be

released as a security with an indication of the time limits for the receipt, or as

book-entry securities or whether the immobilization of the shares or



b) data about what will be the amount of the deposit or deposits and the amount of the share or

the shares, which receives a shareholder of the company in Exchange for a joint-stock company

their shares in the split or to their shares in the spin-off and the rules

for the settlement with shareholders who disagreed with the distribution.



(2) where the company being acquired and the acquiring company joint-stock company

company limited liability company, or if the successor

joint-stock company the Division by merging the legal form of a company with a

limited liability company, contains draft terms of Division i notice for shareholders

the right to withdraw from the company pursuant to § 318 and the amount of compensation for

the owners of the securities or uncertificated participation

securities which are not shares or zatímními leaves with the rules

for her paycheck. The provisions of § 380 and 381 shall apply mutatis mutandis.



(3) if the deposit has not been paid or the issue price of the shares, enter this

in the project.



(4) for the exchange of shares for the shares and for the exchange of shares for shares of the

the provisions of § 289 and 307 shall apply mutatis mutandis.



§ 315



(1) the Division must, in the case that the Division take part in or is

the successor company, other legal forms than the company being acquired or

the company being divided, or there is a change of the legal form of the acquiring

company merger to be approved by all the partners

all of the participating companies with limited liability.



(2) if the Division by merging all of the shares of the company being acquired or

distributed company with limited liability company without

regardless of their legal form, the consent of the general meeting or of a single

a companion to any of the participating companies is not required, unless the

some of the acquiring company changes its founding legal act

or its legal form. In this case, requires the consent of at least

the general meeting or the sole partner of the company.



§ 316



(1) If, in the company being acquired or acquiring companies with limited liability

limited have not been fully paid all deposits, or if the

He was not paid the issue price of shares of the joint stock company, which involved

changing the legal form of a limited liability company, is required to

approval of the allocation of the consent of all shareholders of the companies involved.



(2) if the Division by merging all the shares of the company being acquired or

distributed by the joint stock company acquiring company regardless of the

of their legal form, the consent of the general meeting or the sole partner

None of the participating companies is not required, unless some

the acquiring company changes its founding legal act or its

legal form. In this case, requires the consent of at least of the General

meeting or the sole member of the acquiring company.



§ 317



(1) when the Division by merging and acquiring company changes its

legal form, contains the draft terms of Division and



and the social contract or by) the instrument of succession

company with limited liability or joint-stock, the statutes of the acquiring

the company and the



(b)) the names and residence of persons who are to be members of the Board, and

name and address of the persons to be members of the Supervisory Board or the Board

of the Council. The provisions of § 252 shall remain unaffected.



(2) if the successor company changes legal form to a

the company is exchanged and shareholdings of existing shareholders in the acquiring

the company. The provisions of § 252, 290a and 310 on the publication or

the publication of the Division for repayment, on the

by the Charter and even the share exchange ratio shall apply mutatis mutandis.



(3) if the acquiring company is changing the legal form of the company

limited liability company, the Exchange also shares the existing shareholders of the acquiring

the company. The provisions of § 252 and 288 on the disclosure or publication of the

the project, on the content of the social contract of the acquiring

of the company and by a treaty shall apply mutatis mutandis.



(4) the Division of the merger referred to in paragraph 1 shall not apply the provisions of

This Act on the change of legal form.



Part 2



The protection of dissenting shareholders



§ 318



(1) a shareholder of the company joint-stock company, which did not agree with this,

some of the successor company, whose Companion is to become as

project splitting after the registration in the commercial register, the distribution has

or should have the legal form of a limited liability company or shareholder

the acquiring company's stock, which has a distribution project

take the legal form of limited liability company, with such a division of

the merger, has the right of the interested public limited company

get off, if the shareholder of the joint stock company involved to

the date of the general meeting, which approved the split, and voted against the

approval of the Division.



(2) a shareholder is entitled to withdraw from the company only on those

the shares, which voted against the approval of the Division.



(3) shareholders of the company being acquired for the performance of joint-stock company

the provisions of § 160 to 163, § 164 of paragraph 1. 2 and 3, § 165 paragraph. 1 and section 165a

shall apply mutatis mutandis.



(4) the acquiring company with a limited liability company, whose ownership of the

the share goes according to § 163 para. 2, is required to provide the shareholders

settlement amount corresponding to the fair value of the share that it

He walked over. The amount of the share of the settlement must be accompanied by the expert.

Experts from the obligation to pay the remuneration and reimbursement of the costs for the processing of

opinion here is transferred to the acquiring company which arose an obligation to

to pay the settlement amount.



§ 318a



(1) a shareholder of the joint stock company, which did not agree with this,

the successor company, whose Companion is to become, according to the project


divestment after the registration in the commercial register, the Division has, or should have

the legal form of limited liability company has the right to notify the

distributed by the company that it does not want to become a shareholder of the acquiring

company with limited liability, if the shareholder of the company

joint-stock company at the date of the general meeting, which approved the

secede, and voted against approval of the spin-off.



(2) the provisions of § 160 and 163, § 164 of paragraph 1. 2 and 3, § 165 paragraph. 1, § 165a and

§ 318 para. 4 the notice referred to in paragraph 1 and its consequences shall apply

by analogy.



section 319



Application for registration in the commercial register allocation can be made at the earliest after

the expiry of 30 days from the date on which the distribution approved by the General

tons of stock companies being acquired or distributed; This does not apply,

If there is no one here who could of being acquired or distributed stock

the company withdraw procedure under this Act.



TITLE VIII



SPECIAL PROVISIONS ON THE DIVISION OF THE COOPERATIVE



Part 1



General provisions



§ 320



The share exchange ratio in the distribution of the cooperative project also includes determining how

in a way, when you change the amount of distribution of Member deposits and other assets

participation in the team and all the recipient indicating the cooperatives, or

an indication that the amount of members ' shares and other equity, for any

Member in indicating the successor cooperative or does not change.



§ 320a



(1) is not met the deposit obligation before the preparation of the project

splitting, splitting of the project must determine the extent to which successor

the cooperative or cooperatives, the Member is obliged to fulfill the obligation and

what amount. When the split holds the obligation rozdělovanému

the team, unless it determines that the secession of a project is to be the deposit obligation

met one of the recipient cooperatives.



(2) the waiver of deposit obligations can occur only if there is a reduction in the

the obligation to deposit in the project.



§ a Spartan army



(1) the deposit obligation shall not cease writing Division of cooperatives in

commercial register, unless of the project implies that Member

the deposit is due to the split.



(2) reduces to the Member contribution, even though it was paid, and the amount of the reduction

a member of the deposit is to be returned to the Member according to the project,

contains the project Division and the time to return the amount of the reduction of the Member

the deposit and the determination of a cooperative member of the performance.



(3) the amount referred to in paragraph 1 shall not be paid before registration of the Division

in the commercial register and before the secured accounts receivable

creditors under this Act.



(4) If the deposit obligation has not been met, you can conclude an agreement on

remission of the debt under the conditions referred to in paragraph 3. In

this case, the Division of a project to determine the team that is a member of the

the agreement closes.



§ 321



(1) the project will examine the distribution for each of the participating cooperatives

expert for the Division, and before the submission of the project member

session for approval, or one expert for the distribution of some or

all participating cooperatives; the provisions of § 113 to 116 shall apply

by analogy.



(2) the Expert report of the distribution is not required if the

all members of the participating cooperatives, for which the

the expert report drawn up.



§ 322



Notification according to § 33 para. 1 (b). (b)) or under section 33a must also

contain at least a warning for members on their rights under section 323, or

323a.



Section 323



(1) at the registered office of each of the participating cooperatives must be available for viewing for

members of at least 1 month before the scheduled date of the meeting of members, which

decide on the approval of the Division,



and project Division)



(b)) the accounts of all the participating teams for the last 3 financial

period if the participating cooperative during this period takes, or

such accounts, should the legal predecessor to the participating cooperative

the legal predecessor of the, and where required, also of the audit report on their

validation,



(c)) of the final accounts of all of the participating cooperatives, opening

balance sheet distributed by the successor cooperatives or cooperative, or, if

the record date is preceded by the distribution of copies of the project, and

If required, also the auditor's report on verification,



d) interim financial statement and Auditor's report on its verification, or

half-yearly report in accordance with the law on the capital market, if

require,



e) joint report on Division or all messages of the distribution of all

of the participating cooperatives, if required,



(f) report on the Division of expert) or all of the expert reports of the Division of

all of the participating cooperatives, if required.



(2) the cooperative is required to issue to each Member who so requests, without

undue delay, free of charge a copy of or extract from the documents referred to in

paragraph 1, if required.



(3) if the Member has agreed to by the participating team will be to

providing information to the use of electronic means, he may be

copies of the documents referred to in paragraph 1 be sent electronically. In such a

the case shall not apply the provisions of paragraph 2. Consent can be put in any

in a way that follows the will of the Member.



section 323a



(1) the participating cooperative is not required to make available the documents referred to in section

323 paragraph 2. 1 at its head office, if shall publish for at least 1 month

before the fixed date of the members ' meeting, which is to decide on

approval of the Division, until one month after its venue on the Internet

the page. The provisions of § 33b on security websites

apply, mutatis mutandis.



(2) the provisions of § 323 paragraph 2. 2 and 3 shall not apply if the Internet

This page allows members of cooperatives throughout the period referred to in paragraph 1

downloading and printing the documents referred to in section 323 paragraph 2. 1.



(3) If for any reason whatsoever to interrupt access to the continuously

website for longer than 24 hours, is a participating cooperative

required to fulfil the obligations specified in § 323, that the time for their

the performance runs at the moment of expiry of the said period.



section 324



In the invitation to the membership meeting or in the notice of convening a meeting,

that has to approve a split, the members must be notified of their rights

According to § 323, 323a and or invitation or notification shall also contain

selected data from the financial statements, to be approved by the membership meeting.



section 325



(1) The membership meeting must be freely accessible for consultation by members

of the Charter referred to in § 323 paragraph 2. 1, if required.



(2) the Board of Directors at the beginning of the meeting of members will clarify the project members

the distribution.



(3) the Board of Directors become familiar before voting on the approval of the Division members

the expert report on the Division, if required, and with all the

substantial changes concerning equity, which occurred in the period from

copy the project to the date of the meeting of members, which

decides on Division, in all of the participating cooperatives. The accuracy of the

notification of changes concerning equity must be confirmed by the Auditor,

If the cooperative is subject to the statutory audit.



(4) the Board of Directors of the participating cooperatives informs about changes in equity

pursuant to paragraph 3 of the Board the other participating cooperatives,

in order to inform its members ' meeting.



(5) overview of the changes in equity is not required, unless the advance

all members of all participating teams.



§ 326



The resolution of the meeting of members of the merging or distributed by the cooperative on the

approval of the Division must have the approval of the



and the allocation and project)



(b) the final annual accounts of the merging) or distributed by cooperatives and

the opening balance sheet distributed by or for cooperatives or

the recipient cooperatives, if the record date is preceded by the distribution

copy the project or interim financial statements

the merging or distributed by the team.



§ 327



The resolution of the meeting of members of the successor cooperative about the approval of the Division

the merger must have the approval of the



and distribution of the merger project and)



(b)) for the final accounts of the cooperative and its opening

the balance sheet, if the record date is preceded by the distribution of copies of the project

distribution, interim financial statements, if applicable, the successor of the cooperative.



§ 328



If the last annual or extraordinary financial statements of any

of the participating cooperatives, or interim financial statements, if

requires, or the final accounts has not been approved by the membership meeting

of the participating cooperatives before writing the Division into business

the register, it shall approve the membership meeting of the successor of the cooperative after registration

distribution in the commercial register. Approval of the opening balance sheet is in the

this case is not required.



Section 329



cancelled



Part 2



Special provisions on the allocation of housing cooperatives and social cooperatives



section 330



(1) the distribution of housing cooperatives must be acquired, distributed and

all the acquiring cooperative housing associations only.



(2) the Division of social co-operatives must be acquired, distributed

and all successor cooperatives only the social cooperatives.



§ 331



cancelled



§ 332



(1) the distribution of housing cooperatives, the participation of each Member in


indicating the i in each of the recipient cooperatives provides for

in such a way that the Member had in indicating in each

the recipient cooperatives, whose member is or becomes after

registration in the commercial register, the Division of the ownership interest in an amount in

What was the source of financing of construction or other acquisition structures with

cooperative flats and non-residential premises and the land given to them

built-up and functionally related or cooperative housing and

cooperative non-residential spaces, which are separate items

ownership under a special law, the tenant is a member.



(2) land, which are fitted with cooperative apartments or buildings

cooperative non-residential premises and plots them functionally related,

that are in the possession of the merging or distributed by the housing

cooperatives are always the property of the succession of housing

cooperatives or remain in the ownership of the housing cooperative, distributed by the

that is or will become the owner of the construction works with credit apartments

or credit a condominium facilities.



§ 333



(1) a member of the merging or distributed by the housing cooperative becomes

a member of each of the successor of housing cooperatives, which became

the owner of the building, in which the cooperative apartment, or cooperative

commercial space, of which it is a member of the tenant.



(2) if the separation remains distributed residential

the cooperative owns some real estate, in which the cooperative

condo or cooperative commercial space, of which he is a member of the tenant, then the

remains a member of the distributed by the Housing Association.



(3) the provisions of paragraphs 1 and 2 shall apply, mutatis mutandis, if the

cooperative apartment or cooperative commercial space a separate subject

ownership by a special Act.



§ 334



The provisions of the project, which are in violation of § § 332 or 333,

they are without legal effect after the registration in the commercial register allocation.



§ 335



If it is not of the project clear, that the construction of flats and with credit

cooperative non-residential premises and land parcels and they have built up with them

functionally related or cooperative apartments and non-residential cooperative

areas, which are separate items of property under a special

the law, passed from the possession of the defunct or distributed by the housing

cooperative ownership of each of the recipient cooperatives and

that remained the property of the distributed by the housing cooperative, or

If there are some provisions of the project without legal effects by

§ 334,



and with credit) constructions flats and non-residential premises and credit

the land they built up and with them functionally related or cooperative

condominiums and cooperative non-residential premises, which are separate items

ownership by a special Act, from the date of registration of the Division into

commercial register of the mutual ownership of all distributed by and

the recipient cooperatives; co-ownership shares each

housing cooperatives on these properties are the same,



(b)), all members of the Association distributed or the defunct housing cooperatives,

who are tenants of cooperative apartments or cooperative non-residential

spaces have become members of all of the recipient cooperatives, and

at the same time remain members of housing cooperatives, and distributed by the



(c) the participation of the members of the Association distributed) or the defunct housing cooperative

in indicating the successor or a housing co-operative is determined pursuant to section 332

paragraph. 1.



§ 336



The provisions of § § 249 248 and paragraph. 3 for the allocation of housing cooperatives

do not apply.



TITLE IX OF THE



SPECIAL PROVISIONS ON CROSS-BORDER DIVISION



Part 1



Basic provisions



§ 336a



For the purposes of this Act, the cross-border distribution of means



and distribution of the foreign legal person), if internal affairs

at least one of the acquiring legal entity controls or are governed by

order of the Czech Republic, or



(b)) the allocation of Czech companies or cooperatives, if internal affairs

at least one of the acquiring legal entity will be governed by the laws of the

another Member State other than the United States.



§ 336b



(1) the cross-border distribution with only legal persons may take part in

such legal forms that can participate in a cross-border

the Division under the national law of the Member States whose laws

schedules are governed by or to manage the internal affairs of legal persons

involved in cross-border distribution or successor Corporation

persons.



(2) if it is to have a cross-border acquiring in the distribution of legal

a person of such a legal form, none of the legal persons

involved in cross-border distribution prior to the registration of cross-border

distribution in the commercial register or in the foreign trade

the register, does not consider the procedure for the change of legal form. The provisions of the

paragraph 1 shall not be affected thereby.



Part 2



Some of the provisions of the project cross-border Division



§ 336c



(1) the project cross-border Division must, in addition to General information

required by law, moreover, contain



and details of procedure) determining the involvement of employees in

the Affairs of the acquiring legal person or persons, if required

the legal order of the State, which governs or will govern personal status

the acquiring legal entity,



b) data on the valuation of the assets and liabilities transferred to the successor

the legal entity,



(c) the likely impact of cross-border Division) per employee,

in particular, the figures for the planned layoffs of employees,



(d) the date of the financial statements) of legal entities involved in cross-border

the distribution used for the determination of the conditions of cross-border distribution and



(e)) or any other information required under the laws of the State, which is governed by the

internal ratios of some of the legal entities participating in the cross-border

Division or to manage the internal affairs of the acquiring legal entity

of the person.



(2) the project cross-border Division does not provide data in accordance with § 290 (a).

(c)).



(3) the project cross-border Division contains data in accordance with § 290 (a).

g) only if they have to be members of the Supervisory Board or the Management Board in

the acquiring company and the employees ' representatives.



§ 336d



(1) if the cross-border distribution of participating in the Czech company with

limited liability companies, must be referred to in § 285 shipped

shareholders at least 1 month before the date of the general meeting, which

It has to be approved by the cross-border distribution.



(2) if the shareholders to approve cross-border Division of General

the pile according to § 19 para. 1, extends the time for observations

Partnership for a period of 1 month.



(3) the period of 1 month also applies to the disclosure of documents pursuant to section 285 and

285a.



Part 3



Some of the provisions concerning the approval of cross-border Division



§ 336e



The project of cross-border distribution of approved by the General Assembly or the Member

meetings of the participating company or the Czech team.



§ 336f



(1) the general meeting or the general meeting of each of the Czech companies or

teams participating in the cross-border Division when authorizing's

cross-border Division may reserve, that must again be convened for

the purpose of the approval of the method and extent of the involvement of employees of the Czech

the acquiring company or cooperative, or foreign recipient

legal person, if required, unless it is a way of engaging

employees already known; in this case, it must be shareholders or

members of the familiar and the approval of the cross-border Division, was

approved the way the involvement of employees.



(2) if the way the involvement of employees approved by the general meeting, or

later, the membership meeting must be approved in the same way and at least

the same number of votes as the cross-border distribution.



(3) the decision of the general meeting or meeting of members of the Czech participating

companies or cooperatives, which approved wiring method

employees of the acquiring legal person, must be taken by a notary

write.



Part 4



Some of the provisions on the law of influence of employees in a cross-border

the Division of



§ 336g



The right to influence employees in the acquiring legal entity shall be governed by

of the State, which is governed by or to control internal affairs

the acquiring legal entity.



Part 5



Cross-border distribution of certificates



§ 336h



In cross-border distribution includes a certificate for registration in the commercial

the register under section 59z para. 3 a declaration the notary, that the



and he was presented by all) Czech participating companies, or

the cooperatives of certificates issued under section 59 votes, or according to § 59y, if

require, and that were submitted to the foreign legal

persons involved in the cross-border distribution of documents proving the

write to the cross-border Division of the foreign trade register

or public documents issued by the competent authorities of the State of the registered office, of the

which implies that the foreign legal person satisfied the requirements laid down

This legal system required for cross-border distribution, if


the Division has not yet entered into the foreign trade register or

It does not write, and



(b)) on the basis of these and other documents to certify that the submitted

the project was approved by the cross-border Division of all interested

persons in the same terms, provided such approval requires, and that they were

the requirements required by the Czech law for the registration of

cross-border Division in the commercial register.



§ 336i



(1) Notary also refuses to issue a certificate for registration in the commercial

the register pursuant to a notarial procedure if any of the documents

specified in § 336h (a). and) at time of application for the issue of certificates

older than 6 months.



(2) if the project requires the approval of the cross-border distribution only

some of the legal entities participating in the cross-border distribution,

includes a certificate for registration in the commercial register of the place that

the project was approved by the cross-border Division of all interested

persons in the same terms, an indication of the fact that cross-border projects

the distribution of all persons involved in cross-border distribution have

the same wording.



Part 6



Writing cross-border Division in the commercial register or in

the foreign trade register



§ 336j



(1) write to the Czech Republic in the commercial register

cross-border distribution only to the company being acquired or distributed by the legal

the person shall without undue delay after the split takes effect

for all of the recipient of legal persons, the application for entry in the commercial

Register



and splitting) the distribution of the person or persons who have a statutory

authority of the defunct legal entity or a member, or



(b)) when separation to be a legal person.



(2) write to the Czech Republic in the commercial register

cross-border distribution only to the acquiring legal person or

the succession of legal persons, serves for registration in the commercial

Register



and) in cross-border merger this acquiring legal

the acquiring person or jointly by all legal entities which have

registered office in the Czech Republic, or



(b)) the Division with the emergence of new companies or cooperatives of the person

that will be a statutory body of the acquiring company or cooperative

or its members.



(3) write in Czech Republic cross-border Division in both the

the acquiring legal entity or the succession of legal persons, and

of the company or of a legal person shall submit an application for registration

cross-border Division in the commercial register together with all

legal persons that have, or are to be based in the Czech Republic,

where appropriate, the persons who are the statutory body of the new company

or cooperative or its Member, if it is a split with the emergence of new

companies or cooperatives, without undue delay after the

the split will take effect for the succession of legal persons in

abroad.



§ 336k



To cross-border Division application for registration in the commercial register,

If the acquiring company or the company being divided,

Czech society or the United Squad, in addition to the documents referred to in

the implementing regulation also attaches a certificate for registration in the

the commercial register and the documents referred to in section 336h (a). and).



§ 336l



(1) the legal effects of the cross-border Division regarding the successor

legal person occurs with the United of the acquiring legal person on the day

cross-border distribution of enrollment for the acquiring legal person in the

the commercial register.



(2) the registration of cross-border Division referred to in paragraph 1 has, in relation to

the Czech company or cooperative legal effects divestment.

The same applies where there are effects of cross-border Division in relation to the

Foreign acquiring legal entity.



(3) registration division of the company being acquired or cooperatives can

do this only after the split will be registered in the commercial register or

the foreign trade register for all of the recipient of legal

persons.



(4) the Czech company being acquired or team shall cease at the moment when

you are experiencing the effects of cross-border Division for the acquiring company, or

cooperatives, where appropriate, with the last of the acquiring companies or cooperatives,

If the recipient companies or cooperatives more.



PART FOUR



TRANSFER OF ASSETS TO THE PARTNERSHIP



TITLE I OF THE



GENERAL PROVISIONS



§ 337



(1) under the conditions laid down for each of the types of companies may

the company's shareholders or the competent authority may decide that the assets of the

the company takes one of the receiving partner.



(2) cancellation of transfer of equity in the team of team member shall be prohibited.



§ 338



(1) if the market share is the successor of a shareholder is stopped, the decision may be taken

on the transfer of assets, only if it is granted to the pledgee, sufficient

ensure its claim.



(2) when the stopped quotient of another partner, is in favor of lien

the creditor instead of the defunct share claim to payment stopped

the settlement, which is the companion to the right under this Act,

up to the amount of the secured debt. Stop this

claims of the pledgor to the pledgee in writing without undue

delay after the registration in the commercial register of the transfer of assets. The same

the obligation of the acquiring shareholder has, if he or she is or may be a person

the pledgee is known.



(3) a partner, whose share is suspended in accordance with paragraph 2, shall be notified in writing

the receiving partner person of the pledgee and the amount provided by the

the claim without undue delay after he learned or could learn

the convening of the general meeting of the company, which has to approve the

transfer of assets to a successor company.



(4) the creation of a lien referred to in paragraph 2 to the receiving

partner at the moment write effective wealth transfer to the business

Register, if he knew or could have known already before this writing, that the share of

another companion is stopped, otherwise at the time when he learned of the

Lien in a manner that provides for the civil code.



§ 339



Wealth transfer project contains at least



and), name, registered office and legal form of identification number of the company

the company,



(b)), name, registered office and legal form of identification number or name,

last name, residential address and social security number, and if it has not been assigned, date of birth

the successor of a shareholder,



(c)) the record date transfer of assets, if the acquiring shareholder accounting

the unit according to the Act on accounting or happens to her writing conversion

capital in the commercial register, and



(d)) unless the transfer of assets to a single partner, and detailed rules

to determine the amount and maturity of the settlement provided by others

to the shareholders of the company.



§ 340



The acquiring shareholder shall be on the date of project acquisitions

even at the time of filing the application for registration of a transfer of assets in the commercial register

an entrepreneur.



§ 341



(1) the receiving partner is obliged to provide the other shareholders

the company a cash settlement.



(2) the amount of the settlement provided by the other shareholders of the company

the company must be proportionate to the real value of their shares.

The amount of the settlement must be accompanied by the expert (hereinafter referred to as

"expert for the transfer of assets").



(3) an expert for the transfer of assets, in which the review of the above

the adequacy of the settlement (hereinafter referred to as the "expert report on the transfer of assets"),

must contain in addition to the formalities required by law governing

the activities of the experts also



and valuation of assets of the company) with an indication of the method, or methods,

According to which valuation was made of the company,



(b)) whether and what specific difficulties encountered in valuation and



(c) the amount of the settlement) attributable to each share or share a specific

kind of a certain nominal value, unless it is a piece shares.



(4) the provisions of § 113 paragraph. 3, § 115-117 the expert for conversion

Fortune and an expert report for the transfer of assets shall apply mutatis mutandis.



section 341a



(1) the payment of a reasonable settlement provided by other partners

shall be made at the time of one month from the date of registration of the transfer of assets to the business

the register.



(2) the Settlement shall be remunerated at the rate of the average interest rates on loans

granted in the year preceding the year in which the transfer of assets was written

in the commercial register, banks on the territory of the Czech Republic from the date of

registration in the commercial register of the transfer of assets to the payment; the right to

interest on late payment shall remain unaffected.



(3) the interest referred to in paragraph 2 does not arise for a period, after which it was

the creditor is in default with acceptance of the performance of or the provision of the necessary

synergy.



§ 342



(1) if the receiving partner or the company being acquired by

company with limited liability, the provision of section 93 and 93a shall apply

adequately.



(2) if the receiving partner or the company being acquired by

joint-stock company, the provisions of § 118 (a). and), § 119, 119a, section 121 paragraph 2.

1 and section 122 shall apply mutatis mutandis.




(3) if the receiving partner is cooperative, the provisions of § 168 to

171 shall apply mutatis mutandis.



(4) if the receiving partner is a public company

or the limited partnership, the provisions of § 78 on the right of shareholders to

information shall apply mutatis mutandis.



(5) instead merger expert reports required pursuant to paragraphs 1 to 4 shall

provides the shareholders or members of the expert report on the transfer of assets.



section 342a



(1) if the receiving partner Czech legal person other than the

company or cooperative, approving the transfer of assets to the partnership its

the highest authority. If the legal person does not have the highest authority, approves the

the transfer of the assets of its supervisory authority. The provisions of § 343 on the content

the decision to approve the transfer of assets to the partnership, the

by analogy. If the legal person or the inspection authority shall not be subject to this

transfer of assets to the legal entity shareholder approval.



(2) the provisions of § 118 (a). and), § 119 and 119a of the information obligations

the successor of a shareholder shall apply mutatis mutandis to the legal entity

referred to in paragraph 1, if the shareholders or members.



§ 343



Decision of the competent authority of the receiving partner, that is

a legal person, has the approval of the



and acquisitions, and project)



(b)) the final accounts of the opening balance sheet and, if required,

If the record date is preceded by the wealth transfer project conversion

equity or interim financial statements, if required.



§ 344



Opening balance sheet and the final accounts for the successor

Companion builds and approved only if the

the unit according to the Act on accounting.



section 344a



(1) the obligation of the successor of a shareholder to pay off unpaid deposit or

the issue price of shares or part of the company being acquired shall expire on

registration of the transfer of assets in the commercial register of the merger.



(2) the obligation of the other shareholders to repay the outstanding deposit or its

the issue price of shares or part of the registration of the transfer of assets to the business

the register shall not cease and's claim to payment of the settlement

does the claim for repayment of deposit or its unpaid

or the issue price of shares with accessories.



TITLE II



SPECIFIC PROVISIONS ON THE CANCELLATION OF A PUBLIC COMPANY WITH THE TRANSFER

EQUITY IN THE PARTNERSHIP



§ 345



(1) If a company ceases to exist on the public participation of all

members with the exception of one, the last companion

declare a public company without liquidation and that shall be deleted;

takes her a fortune.



(2) a statement referred to in paragraph 1 shall make and deliver it to the companion

rejstříkovému of the Court within a period of 3 months from the date on which he became the only

companion to a public company, otherwise this right shall cease to exist;

a public company shall enter the mere lapse of the time limit to

liquidation, which cannot be cancelled.



(3) a declaration referred to in paragraph 2 takes the form of a notarial act and its

part of the project is the transfer of wealth.



§ 346



Prior to the registration in the commercial register of the transfer of assets must be all

the partners, whose participation in a public company ceased to exist,

paid the settlement amount.



TITLE III



SPECIFIC PROVISIONS ON THE CANCELLATION OF A LIMITED PARTNERSHIP WITH THE TRANSFER OF ASSETS

THE COMPANION



§ 347



On cancellation of a limited partnership with the transfer of assets to the partnership

apply mutatis mutandis legislation canceling a public company with

the transfer of the assets of the partnership.



§ 348



cancelled



TITLE IV



SPECIFIC PROVISIONS ON THE DISSOLUTION OF THE COMPANY WITH A LIMITED LIABILITY COMPANY WITH THE TRANSFER

EQUITY IN THE PARTNERSHIP



§ 349



(1) the general meeting of limited liability companies may decide that

the assets of the defunct company will take over the receiving partner.



(2) take over the assets of the company with a limited liability company may only

Companion, whose business is linked to share deposit, the amount of

is at least 90% of the registered capital of a limited liability company

limited and represents at the same time 90% of the voting rights in the company.



§ 350



cancelled



Section 351



cancelled



§ 352



cancelled



section 353



Resolution of the general meeting of the company with limited liability on the

approval of the transfer of assets shall include the approval of the



and the transfer of assets, project)



(b)) of the final accounts, if the record date is preceded by the transfer of assets

project acquisitions, and



(c) the opening balance sheet) if the record date is preceded by the transfer of assets

project transfer of assets, and if the receiving partner in time

decisions of the general meeting by the entity.



TITLE V OF THE



SPECIFIC PROVISIONS ON THE CANCELLATION OF THE JOINT-STOCK COMPANY WITH THE TRANSFER OF ASSETS TO

SHAREHOLDERS



§ 354



The general meeting of a public limited company may decide that the assets of the defunct

the company takes a single shareholder if that shareholder

the owner of the shares, the total of which exceeds 90% of the nominal value

capital, if such shares and 90%

voting rights in the company. Own shares in the property

the company, for the purposes of calculating the terms of the split between the shareholders in

the ratio of the nominal value of their shares.



§ 355



(1) if the acquired Corporation has released another valuable participating

paper or dematerialized securities other than shares, or

interim certificates and the receiving partner is another joint-stock company,

the project includes the transfer of assets and the amount of compensation for the owners of these

securities or book-entry securities with the rules for its

payout.



(2) compensation shall not be made before the registration of the transfer of assets to the business

Register and before the secured creditors ' claims under this

the law. The provisions of § 380 and 381 shall apply mutatis mutandis.



section 356



cancelled



§ 357



(1) the acquiring shareholder shall instruct the payment settlement responsible person and

to this end, it will provide the necessary financial resources prior to registration

transfer of assets in the commercial register. The receiving partner is not

entitled to receive funds.



(2) the designated officer shall issue to the shareholders for the purpose of receiving the registration

wealth transfer in the register of a document, certifying that the

received the funds necessary for the payment of the settlement in the amount of

listed in project acquisitions.



§ 358



(1) the receiving partner is not entitled to with funds provided by the

§ 357 paragraph. 2.



(2) the authorized person returns the unpaid money, together with interest

the receiving partner without undue delay after elapsed

time for payment of the settlement set out in project acquisitions. After

This period shall pay the settlement directly transposing a companion.



(3) passed the funds are not part of the insolvency estate

the assignee, if the bankrupt under the Insolvency Act

a similar situation occurs, or under the law of another Member State

than the United States.



§ 359



Resolution of the general meeting of the joint-stock company for approval

transfer of assets must include approval of the



and the transfer of assets, project)



(b)) of the final accounts, if the record date is preceded by the transfer of assets

project acquisitions, and



(c) the opening balance sheet) if the record date is preceded by the transfer of assets

project transfer of assets, and if the receiving partner in time

decisions of the general meeting by the entity.



TITLE VI OF THE



SPECIAL PROVISIONS ON CROSS-BORDER TRANSFER OF ASSETS



Part 1



Basic provisions



§ 359a



For the purposes of this Act, the cross-border transfer of assets means the



and the cancellation of the Czech society) without going into liquidation, if the assets of the

the company, including the rights and obligations arising from employment relations,

takes a foreign person who is its only receiving

Companion or



(b) the foreign legal person) the termination without liquidation, if the assets of the

persons, including the rights and obligations of labor relations, will take over the

Czech person who is its sole implementing partner.



Part 2



Some of the provisions of the project of cross-border transfer of assets



§ 359b



(1) if it is being acquired by a Czech company, the project must

the cross-border transfer of assets in addition to the General requirements that are required

This Act also include



and details of procedure) determining the involvement of employees in

the Affairs of the successor of a shareholder, if required,



(b) the impact of cross-border transfer) likely assets to employees,

in particular, the figures for the planned layoffs of employees, and



(c)) for more information required under the laws of the State whose law

the internal controls, the ratios of foreign partner, receiving or in which

the receiving partner, foreign residence.



(2) if the company is a legal entity a foreign person and

transposing the companion United person, is governed by the requirements of the project

the cross-border transfer of assets by the laws of the State in which the registered office of the

the company legal person.



§ 359c



(1) if it is being acquired by or receiving partner


Czech limited liability company must be the documents referred to in section 93

sent to shareholders at least 1 month before the date of the general meeting,

that has to be approved by the cross-border transfer of assets.



(2) if the shareholders to approve cross-border transfer of assets outside the

the general meeting according to § 19 para. 1, extends the time for

expression of partnership for 1 month.



(3) the period of 1 month also applies to the disclosure of documents under section 93a.



Part 3



Some of the provisions concerning the approval of the cross-border transfer of assets



§ 359d



(1) the project of cross-border acquisitions approved by the general meeting, if the

the company being acquired by a Czech company with limited liability or Czech

joint-stock company.



(2) the project of cross-border acquisitions approved by the General Assembly or the

the general meeting if the shareholder receiving the Czech company with

limited liability company, Czech joint-stock company or the Czech squad.



(3) if the receiving partner Czech legal person referred to in section

342a para. 1, the provisions of section 342a.



§ 359e



(1) the general meeting of the Czech company being acquired or the general meeting, or

membership meeting of the Czech successor of a shareholder's approval

the cross-border transfer of assets may reserve, that must again be convened

for approval of the method and extent of the involvement of employees, if

It requires unless the way employee involvement already known; in such a

If it must be shareholders or members of the familiar and the approval of the

the cross-border transfer of assets, was approved wiring method

employees.



(2) if the way the involvement of employees approved by the general meeting, or

later, the membership meeting must be approved in the same way and at least

the same number of votes as the cross-border transfer of assets.



(3) the decision of the general meeting of the company or the General Czech

meeting or meeting of members of the Czech partner to whom the successor

was approved by way of engaging employees in the receiving partner,

notarial record must be made.



Part 4



Some of the provisions on the law of influence of employees in a cross-border transfer

Fortune



§ 359f



The right to influence employees in the receiving partner shall be governed by

of the State which governs the internal ratios of the successor company.



Part 5



Some of the provisions of the law on settlement of cross-border transfer

Fortune



§ 359g



(1) the right to settlement is governed by the provisions of this Act, always if the

the company being acquired by a Czech company.



(2) if the company is a legal person of a foreign legal

the person governed by the law on the settlement of the legal order of the State, which is governed by the

its internal affairs.



§ 359h



Some of the provisions of the expert report on transfer of assets



Expert report on the transfer of assets is always required if the company

by a Czech company.



Part 6



Some of the provisions on the closing date



§ 359i



If the project does not include the cross-border transfer of assets and record date

implementing partner is a person who is an entity

According to the Act on accounting, looking at the day when the effective

the cross-border transfer of assets as at the record date.



Part 7



Certificate for cross-border transfer of assets



§ 359j



When the cross-border transfer of assets includes a certificate for registration in the

commercial register under section 59z para. 3 a declaration the notary, that the



and he was presented with the Czech) a person participating in a cross-border

wealth transfer certificate issued under section 59 votes, or according to § 59y,

If required, and that he was made a foreign person

interested in cross-border wealth transfer deed proving registration

the cross-border transfer of assets to the foreign trade register or

a public document issued by the competent authority of the State in which the foreign

by a person established or resident, from which it follows that the foreign person has fulfilled the

the requirements set out in this legal system required for cross-border

transfer of assets, if not yet cross-border transfer of assets to the

the foreign trade register or such registration

does not require, and



(b)), on the basis of these and other documents submitted certifying,

that project was the cross-border transfer of assets has been approved by both the participating

persons in the same terms, provided such approval requires, and that they were

the requirements required by the Czech law for the registration of

the cross-border transfer of assets in the commercial register.



§ 359 k



(1) Notary also refuses to issue a certificate for registration in the commercial

the register of the order of procedure laid down in the notary, if a document is

pursuant to section 359j (a). and) when applying for the issue of a certificate of 6

months.



(2) if the project requires the approval of the cross-border transfer of assets

only some of the people involved in the cross-border transfer of assets,

includes a certificate for registration in the commercial register of the place that

the project was the cross-border transfer of assets has been approved by both the participating

persons in the same terms, the Declaration of a notary, that the project of cross-border

transfer of assets of the company legal person and the successor of a shareholder

have the same wording.



Part 8



Write a cross-border transfer of assets in the commercial register or in

the foreign trade register



§ 359l



To the application for registration of the cross-border transfer of assets in the commercial register,

If it is being acquired by the Czech company or transposing

companion of the Czech person, in addition to the documents referred to in the implementing

the regulation also attaches a certificate for registration in the commercial register and the

the documents referred to in section 359j (a). and).



PART FIVE



CHANGE OF LEGAL FORM



TITLE I OF THE



GENERAL PROVISIONS



§ 360



(1) the change of the legal form of a legal person shall not cease nor does not pass her

equity in the legal successor, only to change its internal legal relations and

the legal status of its members.



(2) the company may change its legal form to a different form of the company

or to a cooperative, unless otherwise provided by special law something else.



(3) the cooperative may change its legal form of the company, unless otherwise provided by

This special law or something else.



§ 361



Change in legal form project contains at least



and the name, registered office and) identification number of the company or cooperative before

by changing the legal form,



(b)), which has the legal form of a company or cooperative,



(c) business companies or cooperatives) after the change of the legal form,



d) the day on which was written the project changes of legal form,



e) social contract or by a Charter or bylaws

companies or cooperatives after the entry of the change of legal form to the business

Register; the provisions of § 364 this does not affect,



(f)) any special advantage, which the company or team changing its

legal status of the members of the statutory body, the members of the Supervisory Board,

Board of directors or the Audit Committee, shall be set up, and if experts for

the valuation of assets; While separately indicate to whom this benefit is provided by the

and who and under what conditions it provides,



g) procedural rules on settlement with a companion, which is changing the

legal forms, and the amount will be paid to it, or

the method of determining if it is not to approve the change in legal form required

consent of all partners,



h) when you change the legal form joint-stock companies the amount of compensation for

the owners of the securities or uncertificated participation

securities which are not shares, or zatímními leaves,



I) name, surname and place of residence or business or the names, location and

identification numbers of the persons who will be after the entry of the change of legal form to a

commercial register



1. the members of the statutory body of the company or cooperative,



2. the members of the Supervisory Board or Management Board of a public limited company, and if the

is established, and of the Supervisory Board of the company with limited liability or control

the Commission of the cooperative,



j) changing the legal form of a joint-stock company



1. the number, type, the form and nominal value of shares intended for everyone

After the registration of the shareholder's change of legal status in the commercial register, an indication,

whether the shares will be issued as a security or as a book-entry security

paper or will be immobilized, and the rules of procedure, and the time for their

Edition,



2. details about whether or how many positions in the Supervisory Board or the Management Board

joint-stock company to be filled by persons elected employees

joint-stock company, stating that this space will be occupied by up to

entry of the change of legal form to the commercial register.



§ 362



(1) the project changes legal form to a company with limited liability or a

joint-stock company or a co-operative may be published under section 33 or

published in accordance with § 33a without putting the data according to § 361 (c). I).



(2) the procedure referred to in paragraph 1 is missing information in the project changes

legal forms make up before its approval, unless the members of the Supervisory Board

or of the Administrative Board elected by employees under section 371. The provisions of § 33 and 33a

do not apply.



§ 363



(1) at the registered office of the cooperative or joint-stock company changing its legal form


must be available for inspection to the shareholders or members of at least one month before

set out the date of the general meeting of a public limited company or Member

a meeting of the cooperative, which is to decide on the approval of the change of legal status



and) project change in legal form,



b) report on the change of legal form, if required,



(c)) an expert for the valuation of assets, if required, and



(d)), the emergency or interim financial statements referred to in section 365 and

If required, also the auditor's report on verification.



(2) joint stock company or team changing its legal form issues

each shareholder or member who so requests, without undue

delay, a copy of or an extract from, free of charge, of the instruments referred to in paragraph 1,

If you require.



(3) If a shareholder or member, agreed that the joint-stock company

or changing the legal form of a cooperative will be to provide information to use

electronic means, a copy of the documents may be sent to

electronically. Consent can be put in any way, from which it follows that

will the shareholder or member.



section 363a



(1) joint stock company, or changing the legal form of a cooperative is not required to

make the documents referred to in § 363 paragraph 2. 1 at its head office, if the

publish for at least 1 month before the date, which has to be taken

the decision on the change of legal form, until 1 month after this

the decision on the Internet site. The provisions of § 33b on security

the website shall apply mutatis mutandis.



(2) the provisions of § 363 paragraph 2. 2 and 3 shall not apply if the Internet

This page allows you to shareholders or members throughout the period referred to in

paragraph 1 to download and print the documents referred to in § 363 paragraph 2. 1.



(3) If for any reason whatsoever to interrupt access to the continuously

website for longer than 24 hours, is a joint-stock company

or changing the legal form of a cooperative is obliged to fulfil the obligations referred to in §

363, that the time for compliance therewith is running at the moment of expiry of 24

hours.



section 363b



(1) changing the legal form of a limited liability company shall be used in

relation to the right of members to get acquainted with the documents specified in § 363

paragraph. 1 the provision of section 93 and 93a, mutatis mutandis.



(2) changes to the legal form of a public company or limited partnership

the company, it shall apply in relation to the right of members to become familiar with

the documents specified in § 363 paragraph 2. 1 the provisions of § 78.



§ 364



If you are changing the legal form of the company or cooperative to a company with

limited liability company, partnership agreement or memorandum

society with limited liability does not contain information about the Manager of the deposit,

the first jednatelích and the members of the Supervisory Board and of the means and the time for

meet deposit obligations when establishing a company, if it has been

met.



section 364a



(1) if at the time the project changes to the legal form of the met

the deposit obligation, the Member contribution or the issue price of shares, this shall be

fact in the project change in legal form for each partner or

Member, with an indication of how and when to meet deposit obligations,

of capital or issue price.



(2) in the event that the time for compliance with the obligation to deposit

current partner or a member of a is longer than the term provided by law

for the form of the company or cooperative, which has to acquire a company or

team changing its legal form, time in the project must not be changes to the rules

forms of established longer than the term provided by law. Run the statutory period

calculated from the date of entry of the change of legal form to the commercial register.



§ 365



(1) a company or a cooperative is required to build on the date on which it was

the project made changes of legal form, interim financial statements, if not

This day, the annual balance sheet date.



(2) Interim, annual or extraordinary financial statements prepared on the date on

which was made project changes of legal form, must be verified

the Auditor, if the verification of the financial statements by the auditor requires special

legal prescription.



(3) the data from which it is drawn up the financial statements, must not be older than 6

months calculated to the date on which the change of legal form is approved.



(4) if the amount of equity in the financial statements to the

date on which was written the project changes of legal form, less than

the capital, which is to have a company or cooperative project

change in legal form, legal forms of change is not permissible, unless the

the members in the project, changes to the legal form of the undertaking to

Meanwhile outside the capital at a level that at the date of entry of the modification

legal forms of incorporation was equity equal to or

higher than the capital.



§ 366



(1) the obligation to draw up the final accounts of the day preceding the

change in legal form the date of registration in the commercial register has the only public

trading company and further companies and cooperatives, which, at the date

preceding the day of entry of the change of legal form to the commercial register

lodged tax return. In other cases, builds only

interim financial statements on the day preceding the day of entry of the change of the legal

form to the commercial register.



(2) when a change of legal form joint-stock company, limited liability company

limited or cooperative must be final or interim financial statements

referred to in paragraph 1 of the audited, if provided for by a special

legal prescription.



§ 367



(1) If a change in the legal form of a limited liability company

or joint-stock company, is obliged to leave the company or cooperative

appreciate their assets by an expert opinion on the date on which it was drawn up project

change in legal form.



(2) the provisions of section 75 para. 1 (b). ) to c) the contents of the expert opinion

for the valuation of the assets shall apply mutatis mutandis. In addition, the expert opinion shall state whether

the valuation of the assets of the company or cooperative matches at least the amount of the

the company's capital by project changes of legal form. The amount of the

the share capital of the company with limited liability or joint-stock

the company in this case cannot be higher than the amount of the award

assets resulting from expert opinion.



(3) the valuation of the assets referred to in paragraphs 1 and 2 may be replaced by the procedure referred to

the law governing legal relations of commercial companies and cooperatives in the

cases in which regulates the exemptions from the obligation to appreciate the non-monetary

deposit by an expert opinion when the capital increase ^ 5). Period of 6 months

laid down by law, which regulates the legal relations of business companies

and cooperatives, with the valuation, carried out by recognized independent expert in

this case is calculated on the date of entry of the change of legal form to the business

the register.



§ 368



(1) if own capital joint-stock company, a limited company

limited or cooperative after the change of legal form does not reach the amount of

capital in the opening balance sheet drawn up on the date of entry of the change of the legal

form to the commercial register, are required to pay the difference of the companions

in cash without undue delay after the entry of the change of legal form to a

commercial register jointly and severally.



(2) in the event that the company or cooperative does not draw the opening

the balance sheet, for the purposes of the obligations laid down in paragraph 1, the decisive

the amount of the own funds resulting from the interim financial statements

in accordance with section 366 para. 1. Between them, the members of the

shall be settled according to the proportion in which they are involved in the nominal value of their

of shares or the amount of deposits in the share capital of the capital

company or cooperative before writing the changes to the legal form of the business

the register.



§ 369



Shareholders or members may not be in relation to the change of legal form

granted to any transaction, unless this Act provides otherwise.



§ 369a



The company's decision or to change the legal form of a cooperative must

include the approval of the



and) project change in legal form and



(b)) ordinary, extraordinary or interim financial statements referred to in section 265,

If so far approved.



§ 370



cancelled



§ 371



(1) if the amended legal form joint-stock companies or cooperatives

the company, the place in the Supervisory Board or Management Board of a public limited company,

to be occupied by persons according to the statutes elected employees

joint-stock company, before writing the changes to the legal form of the business

index not used.



(2) the election of the members of the Supervisory Board or Management Board of a public limited company

elected staff members shall be made within 90 days from the date of entry of the change of the legal

form to the commercial register.



section 372



(1) the application for registration of the change of legal form of limited liability company

or a public limited company in the commercial register can be filed at the earliest after

the expiry of 30 days from the date when the change of legal form of the company with

limited liability company or joint stock company approved by the General Assembly; It

does not apply if there is no one here who could of limited company

limited or public limited liability companies to withdraw under this Act.



(2) If changing the legal form of limited liability company and amending

the legal form of the shareholders outside the general meeting decisions, or decisions

on the change of legal form adopted pursuant to § 18 para. 2, running time according to

paragraph 1 only from the date when the last of the partners that


voted against the change of legal form, notice of acceptance

the decision on the change of legal form, unless all dissenting shareholders

reported participation in the limited liability company is already in the notice on the

opposition to the change of legal form. This does not apply if there is no one here who

could from the limited liability company to withdraw pursuant to this

the law.



§ 373



(1) the persons who were shareholders of the company or team members on the date of

write the changes its legal form to a different form of the company or

the cooperative is liable for its debts that existed on that date, in the same

extent as the change in legal form prior to the registration in the commercial register,

unless the liability of the shareholders after the entry of the change of legal form to the business

the index higher.



(2) if the liability of the members or the members after the entry of the change of the legal

form to the commercial register higher, shall be liable as follows the shareholders or members of the

After the entry of the change of legal form to the commercial register and for debts that

There were on the date of entry of the change of legal form of the company or cooperative

in the commercial register. This does not apply if the dissenting shareholder

stepped out of the company under this Act or for the Member

vystoupivšího from the team.



the title launched



§ 374



cancelled



§ 375



cancelled



TITLE II



SPECIFIC PROVISIONS ON THE CHANGE OF THE LEGAL FORM OF LIMITED LIABILITY COMPANY



§ 376



(1) a partner who with the change of the legal form of limited company

limited, has a right of limited liability company

in a period of 30 days from the date when the change of legal form

approved by the general meeting, if



and) was a companion of the limited liability company at the date of the General

meeting which approved a change of legal form, and



(b)) voted against approval of the change in legal form.



(2) a notarial deed on the decision of the general meeting of the company with limited liability

limited must contain the names of members who voted against the

approval of the change in legal form, except that such persons shall have the right of

the company off.



§ 377



If the withdrawal of a shareholder of the company under this Act

included in the notice of opposition to the change of the legal form of a shareholder referred to in

§ 19 para. 2 and 3, shall be served on the company's latest performance

within 30 days from the day on which the shareholder learned of the fact that the decision on the

change of legal form was adopted by the General Assembly, on the basis of the notification of the

the result of the vote, according to the law, which regulates legal relations

commercial companies and cooperatives.



§ 378



(1) the Withdrawal must be in writing with a notarized signature.



(2) Performances cannot be appealed.



(3) the participation of the withdrawing shareholder in the company with limited liability

expires on the date of registration change of legal status in the commercial register.



section 379



(1) the amount of the share of the settlement of a shareholder of the company with limited liability

limited spoke under this Act, shall be determined on the basis of data from the

the final, ordinary, extraordinary or interim financial statements prepared for

the day preceding the day of entry of the change of legal form to the business

the register, unless otherwise provided in the partnership agreement otherwise.



(2) the settlement amount is payable at the time and in the manner specified in the

the social contract limited liability company by the State of

entry of the change of legal form to the commercial register. The provisions on the sale of

released by the share under the law governing legal relations of business

companies and cooperatives shall not apply.



section 379a



(1) a limited liability company with the legal form of the public

commercial company or limited partnership, registration of changes

legal forms in the commercial register of the partnership agreement so that the

deleted data on the partner of the company.



(2) a limited liability company legal form joint-stock

the company is gaining share in the equity of the company that had acquired

a partner who stepped out from the company, the company itself.



TITLE III



SPECIFIC PROVISIONS ON THE CHANGE OF LEGAL FORM JOINT-STOCK COMPANY



§ 380



If the Corporation has issued other securities or

book-entry securities other than shares or interim certificates,

shall expire on the date of entry of the change of legal form to the commercial register law

to subscribe for shares or to Exchange bonds for shares in the company.



§ 381



(1) owners of securities or book-entry securities

securities specified in § 380 confers the right to appropriate compensation for lost

law, whose amount is determined by the project change in legal form. The adequacy of the

the refund must be accompanied by the expert. A refund shall not be made before the

registration of the change of legal status in the commercial register and before they

secured creditors ' claims under this Act.



(2) if the refund granted, reasonable, owners

of securities or book-entry securities may demand

to determine the amount of compensation the Court. The provisions of § 47 shall apply mutatis mutandis.



section 382



(1) a shareholder, that the change in legal form joint-stock company

disagree, has the right to withdraw from the joint-stock company, if



and shareholder of joint-stock company) was, at the date of the general meeting,

who approved the change of the legal form and



(b)) voted against approval of the change in legal form.



(2) notarial record of the decision of the general meeting of a public limited company must

also contain the names of shareholders who voted against the approval of an amendment

legal form.



(3) for the performances of the shareholder of the joint stock company changing its legal

the form of the provision of section 160 to 164, § 165 paragraph. 1, § and § 379a paragraph 165a.

1 shall apply mutatis mutandis.



TITLE IV



SPECIFIC PROVISIONS ON THE CHANGE OF LEGAL FORM OF A COOPERATIVE



§ 383



cancelled



section 384



Housing association or social team may change its legal form

only if agrees all members of housing or

social cooperatives; You cannot replace this consent the consent of all

delegates.



TITLE V OF THE



THE TRANSFER TO THE UNITED STATES



Part 1



Basic provisions



section 384a



Foreign legal person may transfer its registered office in the Czech Republic,

without prejudice to its demise and the emergence of a new legal person,

unless prohibited by the legislation of the Member State in which it is situated, or

law of the State, which is governed by its internal legal relations, if

When the transfer of the seat changes its legal form of the company or the

the United squad and will be a change of legal form of its internal legal

conditions control the Czech law.



§ 384b



(1) On the transfer to the United Kingdom, the provisions of § 364,

364A, 367, 368 and 371, unless stipulated otherwise.



(2) pursuant to § 367 is the expert appointed by a court in the Czech Republic.



(3) valuation expert referred to in paragraph 2 shall not be required, if the assets of the

foreign legal persons awarded in accordance with the rules laid down

the relevant provision of the European Union for the valuation of non-monetary contributions in the

public limited liability companies.



§ 384c



For the transfer to the United States cannot occur if the foreign

legal person in liquidation or insolvency was against it

proceedings or similar proceedings in any Member State.



Part 2



Certification for transfer to the United States



§ 384d



(1) a notary shall issue a certificate for registration in the commercial register in the

the transfer to the United States under section 59z, only if he



and submitted to a public document issued) by the competent authority of the State where

foreign legal person has its registered office, and the State of which the legal order of the

governed by its internal legal relations, if different from the State in which the

registered office, showing that the foreign legal person to meet the requirements of

required by the laws of this State to the transfer to the United

Republic,



(b)) presented the founding legal act, the content of which meets the

the requirements of Czech law in the change of legal form, and



(c)) submitted to the opinion of an expert or other document under section 384b

certifying that the property of a foreign legal person corresponding to at least the amount of the

the share capital referred to in the document referred to in subparagraph incubator

(b)), if the foreign legal person to change its form to

company with limited liability, joint-stock company or cooperative.



(2) in the case of the transfer to the United States, the certificate enrollment

in the commercial register under section 59z para. 3 also contains



and notary, statement) the foreign legal person to meet the requirements of

Czech law laid down for registration in the commercial register,



(b) a notary that) the Declaration was brought before him a public document issued

the competent authority of the State in which the foreign legal person is situated, and

the State, which is governed by its internal legal relations, certifying that the

foreign legal person has fulfilled the legal requirements required by this

regulations for cross-border change of legal form,



(c)) of the original seat of the foreign legal person, the name or business name and

indication of its legal form, and (d) the designation of foreign trade)

the index, which is a foreign legal person is registered, and the number of the

the registration.




(3) the notary also refuses to issue a certificate for registration in the commercial

the register pursuant to a notarial procedure, if a public document referred to in

paragraph 2 (a). a) and b) at the time of submission of application for issue of a certificate

older than 6 months.



Part 3



Registration of the transfer to the United States in the commercial register



§ 384e



(1) the transfer to the United States shall take effects on registration

in the commercial register of the transfer or the date of deletion of the

foreign commercial register, if the foreign law with him, in

which is the foreign trade index is maintained, it combines the legal effects of the changes

legal form.



(2) when the transfer to the United States shall be entered in the commercial

the register of the same information as when writing Czech society or cooperative

in the commercial register and an indication that the foreign person has transferred its

registered office abroad or with the name of the company, legal form and registered office

cross-border foreign legal persons before the change of the legal form,

including the foreign trade register, which has not yet

registered, and the registration number.



TITLE VI OF THE



TRANSFER OF REGISTERED OFFICE ABROAD



Part 1



Basic provisions



§ 384f



(1) the Czech company or cooperative may transfer its registered office to another

Member State other than the United States, without its demise and

creation of a new legal person. The personal status and the legal form of the company

or cooperatives with even after the transfer abroad continued to be governed by Czech

the legal order, unless something other the legal order of the State

company or the team moves its headquarters.



(2) the Czech company or cooperative may transfer its registered office to another

Member State other than the United States, without its demise and

creation of a new legal person, and change when you transfer your legal

form to one that is recognised in the rules of the Member State to

which the Czech society or cooperative move their headquarters,

unless prohibited by the law of that Member State.



§ 384g



On the transfer abroad shall apply mutatis mutandis the provisions of this

the law governing the change of legal form, with the exception of § 360, 361, 362, 364,

364A, 365, 367, 368, 371, 372.



§ 384h



Subject to the Czech company or cooperative supervision or the supervision of the administrative

authority or the Czech National Bank, is to be cross-border relocation

the headquarters of the consent of the authority, unless otherwise provided by special law something else.



§ 384i



To transfer abroad cannot occur if the Czech company

or cooperative in liquidation or insolvency was against it

control.



Part 2



Some of the provisions on the transfer of the project to a foreign country



§ 384j



The transfer of the project to a foreign country must contain



and the name, registered office and) identification number of the Czech companies or cooperatives,

wishing to move their headquarters abroad, the indication of the registration

the Court in which this company or cooperative registered, and paid,

brand, under which it is registered in the commercial register,



(b) the proposed registered office),



(c) the proposed amendments to the founding documents) or the new wording

founding documents required by the law of the State in which it intends to

transfer the registered office, including any new business or name,



(d) the transfer of the) consequences on the right to influence employees,



e) transfer timetable abroad,



(f) the right to protection of shareholders), or members or creditors and other

beneficiaries, and



(g)), which information shall be governed by the laws of the internal ratios of the United

companies or cooperatives after the entry into force of cross-border transfers

of the registered office.



§ 384k



The time for the fulfilment of the obligations specified in § 33 or 33a is when

the transfer abroad of 2 months.



Part 3



Certification for transfer abroad



§ 384l



(1) before a notary shall issue a certificate for the transfer abroad

According to § 59 votes, the Czech company or team demonstrated with regard to the

debts arising prior to the publication or by posting the relocation project

abroad, that it has satisfied the obligations required by this Act

to protect the interests of the creditors, shareholders or members and other authorized

people against this company or cooperative.



(2) certification for transfer to foreign countries pursuant to § 59 votes also contains

statement the notary, that the



and the project has been submitted to him) transfer to Foreign Affairs and the documents

from which it follows that the transfer of the project to a foreign country was published

According to § 33 or published in accordance with § 33a and that has been approved under this

of the Act, and



(b)), on the basis of these and other documents submitted certifying,

that project was the transfer abroad approved and have been fulfilled,

the requirements laid down in paragraph 1.



section 384 m



(1) the certificate for registration of the transfer abroad in the commercial

the register under section 59z para. 3 also contains a statement of a notary about



and that was brought to him) a public document issued by the competent authority

State in which the registered office was relocated, certifying that there has been a registration

the transfer to the foreign trade register, and the date when the

such registration has occurred,



(b)) what is the new seat of the foreign legal person, the name or business name

and its legal form,



(c) what is the name of a foreign) the register in which the

foreign legal person is registered, and the number of the registration.



(2) Notary also refuses to issue the certificate referred to in paragraph 1 in accordance with

notary regulations, if an authentic instrument referred to in paragraph 2 (a). and)

It is older than 6 months.



Part 4



Registration of the transfer abroad for a foreign business

the register and in the commercial register



§ 384n



Application for registration of the transfer to the foreign trade register

can be made only after the elapse of the time referred to in § 372 and was released

certificate under section 59 votes and 384l.



§ 384o



Transfer of the seat of the Czech companies or cooperatives abroad, and

related changes in their founding documents take effect

the date on which the transfer of the seat of the Czech society or cooperative

entered in the appropriate foreign trade register, unless otherwise provided by

law of the State in which the registered office of the registered, something else. In such a

the case of effects in accordance with what the law provides,

otherwise, the erasure of the Czech companies or cooperatives from the commercial register.



§ 384p



(1) a proposal for the cancellation of the Czech companies or cooperatives, which has moved

registered office abroad, can be given up after the transfer to the

abroad takes effect, unless the transfer abroad shall take

the efficiency of removal of the Czech companies or cooperatives out of business

the register.



(2) the cancellation of the Czech companies or cooperatives, writes that moved

registered office abroad, the new registered office abroad or a new company or

name and designation of the foreign trade register, in which it is registered

the new premises, including the number and the date of such registration.



(3) the registration Court shall release the content of registration referred to in paragraph 2 in the full

the range.



PART SIX



COMMON PROVISIONS AND TRANSITIONAL



section 385



If the transformation involved in European company or European

cooperative society with monistickým running of the institutions, the rights and

duties of the Board of Directors of joint-stock companies or cooperatives and its

are the rights and obligations of members of the Management Board of the European companies or

a European cooperative society and its members.



§ 386



(1) If a draft merger agreement or Treaty on the takeover of assets

Companion or contracts for Division or distribution and reception

assets already stored in a collection of documents of the commercial register, or

It has been published the intention to adopt a decision on the change of legal form in

Business Journal before the date of entry into force of this Act, completes the

the conversion according to present legislation; all rights and obligations of all

the participating trading companies and cooperatives, their associates, or

Members, creditors, debtors, guarantors, as well as of other persons shall be governed by

the existing regulations. The provisions of the first sentence shall also apply for the limitation

and, as the time-limits.



(2) if the conversion completes in accordance with the existing legislation,

it applies the right to call and companion to compensation under

the existing legislation.



(3) the proceedings initiated before the date of entry into force of this Act shall be

completes in accordance with the existing legislation. On the management of the claims of the

transformations, which are governed by existing laws, and which has not been

yet started before the date of entry into force of this Act shall apply

the existing legislation.



§ 387



Until such time as the central securities depository register takes over

dematerialized and immobilized securities led by Centre

securities, the provisions of this Act relating to the Central

depositary of securities apply to the securities Centre.



§ 388



The Ministry of Justice establishes, pursuant to § 59 votes of paragraph 1. 2 and section 59z para. 2


the Decree, which documents a person is interested in cross-border conversion

required to submit a notary to enable it to issue the certificate referred to in section 59 votes,

59y or 59z.



PART SEVEN



The EFFECTIVENESS of the



section 389



This Act shall take effect on 1 January 2000. July 1, 2008.



Vaidya in the r.



Klaus r.



Topolanek in r.



Selected provisions of the novel



Article. (II) Act No. 355/2011 Sb.



Transitional provisions



1. where the conversion project was drawn up according to law No. 125/2008

Coll., in the version in force until the date of entry into force of this Act,

the conversion of the current legislation, unless the shareholders or authority

companies or cooperatives responsible for approval of the conversion, decides that the

to proceed under Act No. 125/2008 Coll., in the version in force from the date of

entry into force of this law, or required by this Act to something else.



2. The provisions of § 107 para. 2 to 4 and section 358 of the Act No. 125/2008 Coll., in

the version in force from the date of entry into force of this law, shall be applied in

cases where the conversion project was drawn up before the date of the acquisition of

the effectiveness of this law, if it is not contrary to content conversion project.



3. The period of limitation for the payment of a supplement, to which a right in front

the effective date of this Act, if the current legal

Edit this right nepromlčovalo, runs from the effectiveness of this Act.



4. the provisions of paragraph 1 of section 341a. 4 of law No. 125/2008 Coll., in the version in force

from the date of entry into force of this Act shall apply in relation to the law of the sea

the settlement, which is entitled and before the date of entry into force of

of this Act.



5. Proceedings under Act No. 125/2008 Coll., initiated before the date of

entry into force of this law shall be completed in accordance with the existing laws,

regulations, unless otherwise provided by this law is something else.



6. In proceedings for nullity conversion instituted before the date of acquisition

the effectiveness of this law, the provisions of § 57 para. 2 to 4 of the Act

No 125/2008 Coll., in the version in force from the date of entry into force of this

the law.



1) directive of the European Parliament and of the Council of 2011/35/EU of 5. 4.2011

mergers of public limited liability companies (codified version).



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.



Article. 3 European Parliament and Council Directive 2007/63/EC of 13 April 2004.

November 2007 amending Council Directives 78/855/EEC and 82/891/EEC,

as regards the requirement for an independent expert's report in the case of a merger or

the Division of public limited liability companies.



Article. 3 European Parliament and Council directive 2009/109/EC of 16 December 2002. September

2009 amending Council Directive 77/91/EEC, 78/855/EEC and 82/891/EEC and

Directive 2005/56/EC as regards requirements for reporting and

the documentation in the case of mergers and divisions.



European Parliament and Council Directive 2005/56/EC of 26 July 2000. 10.2005

cross-border mergers of limited liability companies.



Article. 4 European Parliament and Council directive 2009/109/EC of 16 December 2002. September

2009 amending Council Directive 77/91/EEC, 78/855/EEC and 82/891/EEC and

Directive 2005/56/EC as regards requirements for reporting and

the documentation in the case of mergers and divisions.



Article. 2 to 13, art. 27 para. 2 and 3 of the second Council Directive 77/91/EEC of

13 December 1976 on coordination of safeguards which are on

the protection of the interests of members and third parties required in the Member States

from companies within the meaning of article 3(1). 58 the second subparagraph of the Treaty when the

the establishment of limited liability companies and the maintenance and modification of their

capital, in order to achieve equivalence of those measures.



Article. 1 (1)), 2) and 8) European Parliament and Council Directive 2006/68/EC

of 6 May 1999. September 2006 amending Council Directive 77/91/EEC as regards the

on the formation of public limited liability companies and the maintenance and alteration of their basic

capital.



Article. 1 European Parliament and Council directive 2009/109/EC of 16 December 2002. September

2009 amending Council Directive 77/91/EEC, 78/855/EEC and 82/891/EEC and

Directive 2005/56/EC as regards requirements for reporting and

the documentation in the case of mergers and divisions.



Article. 11 and 21 of Council Directive 2003/109/EC of 25 March 2002. November 2003 on the

the legal status of third-country nationals who are

long-term residents.



Article. 24 European Parliament and Council Directive 2004/38/EC of 29 April 2004.

April 2004 on the right of citizens of the Union and their family members to

to move and reside freely within the territory of the Member States, amending Regulation (EEC)

No 1612/68 and repealing directives 64/221/EEC, 68/360/EEC, 72/194/EEC,

73/148/EEC, 75/34/EEC, 75/35/EEC, 90/364/EEC, 90/365/EEC and 93/96/EEC.



2) section 27 para. 4 (b). a) and b) of Act No. 563/1991 Coll., on accounting, in the

amended by Act No. 441/2003 Coll.



3) § 5 para. 1 of law no 344/1992 Coll., on the real estate of the Czech

Republic (Act), as amended.



4) § 240 paragraph. 2 Act No. 280/2009 Coll., the tax code, as amended by Act No.

30/2011 Sb.



5) section 59a of the commercial code.