Documents For The Issuance Of The Certificate When You Cross-Border Conversion

Original Language Title: písemnosti pro vydání osvědčení při přeshraniční přeměně

Read the untranslated law here: https://portal.gov.cz/app/zakony/download?idBiblio=75792&nr=416~2F2011~20Sb.&ft=txt

416/2011 Sb.



DECREE



of 9 June. December 2011



the documents, which is a person participating in the cross-border conversion

required to submit a notary to issue certificates for cross-border conversion



The Ministry of Justice provides under section 388 of the law No. 125/2008 Coll.

on the transformation of trade companies and cooperatives, as amended by Act No.

355/2011 Coll. (hereinafter the "Act") to implement section paragraph 59 votes. 2 of the Act:



§ 1



Czech person interested on the cross-border conversion is required to submit

Notaries before issuing certificates for cross-border conversion pursuant to § 59 votes

paragraph. 3 of the law these documents



a) extract from the commercial register or other register laid down by law

legal persons not older than 1 month, unless in any such registration

does not write, or an identity card, showing the name, surname and

domicile or permanent residence of a natural person, the applicant means a natural

person,



(b)) the communication details from the extract from the commercial register or other

statutory registration do not match the reality and that has already been filed

application for registration or delete such data in the commercial register or

other statutory evidence, including a copy of the proposal,



(c) the full text of the founding document) of a legal person involved in the

cross-border conversion on the date of the acquisition statement under (a)) and the Honorable

statement of the statutory body or all the members of the Board of

the fact that the text of the submitted is complete and was based in a collection of documents

commercial register or other register laid down by law, if the law

such establishment or affirmation requires that the full text of the so far

based not or that are not required



(d) a report on the cross-border conversion), if required,



(e) the expert report on cross-border) conversion, if required, or

documents proving that all the members of all

legal entities involved in cross-border conversion agreed

the expert report or expert reports on cross-border conversion will not be

drawn up,



f) cross-border conversion project in the version in which it was published, or

published on the website of the person involved in the cross-border

the conversion,



(g) documents certifying the disclosure project) cross-border conversion or

its publication on the website,



(h)), the original or an officially certified true copy of the consent of the shareholders with the approval

conversion, or a copy of a notarial act, which was witnessed by the approval of the

or disapproval of the cross-border conversion by the general meeting, the membership meeting

or by the Assembly of delegates, or a copy of a notarial act concerning the decision

the sole partner for approval of a conversion, if required,



I) affidavit or statutory authority of all the members of the statutory

declaring that they are not known to have been filed motions

the invalidity of the decision on the cross-border conversion or invalidity

cross-border conversion, or that they have knowledge that such a proposal has been filed,

proof that the procedure for this proposal, it was finally stopped,

where appropriate, that the proposal was finally rejected or denied, or that the control

and in what is taking place is the stage, provided that the application is submitted, or document

about the fact that all the beneficiaries give up the right to request the

no invalidity decision on cross-border conversion or

the invalidity of the cross-border conversion, and



j) affidavit or statutory authority of all the members of the statutory

authority about



1. were each shareholder or member, and creditors of each of the Czech

or a foreign legal person involved in the cross-border conversion

all information is provided free of charge under section 59 paragraph 1. 1 of the Act, or

that this information was available on the website

the company,



2. that the employees and/or their representatives were provided with information about

cross-border conversion pursuant to § 59n law and



3. whether the employee representatives have taken advantage of the right to respond to the project

cross-border conversion and to the reports on the cross-border conversion, if

require, and if so, whether the members were familiar with the

These opinions under section 59o para. 2 or 3 of the Act.



§ 2



If a Czech legal person interested in cross-border legal conversion

the form of a public company or limited partnership, it is

Notaries also required to submit



and) documents referred to in § 78 para. 1 or § 269 paragraph. 1 of the law and honest

statement of the statutory body or all the members of the Board of

the fact that these documents were delivered to the shareholders in the statutory

a period of 2 weeks before they had to approve cross-border conversion



b) affidavit or statutory authority of all the members of the statutory

authority to the effect that the documents were referred to in point (a)) published in

accordance with § 78 para. 3 269 paragraph or section. 3 of the Act for a fixed period

the company's website and that this page allow

Download and print these documents,



c) affidavit or statutory authority of all the members of the statutory

authority that the documents referred to in point (a)) have been available on the

the company's website in accordance with § 78 para. 3 or section 269

paragraph. 3 of the law, that the website did not allow to download and print

These documents and that the company has fulfilled the obligations referred to in § 78

paragraph. 4 or § 269 paragraph. 4 of the Act, or



(d)) if not subject to cross-border conversion approval of any of the

Associates, the affidavit or statutory authority of all members

statutory authority that the data have been provided for in § 33 para. 1 (b).

(b)) of the Act made public or published in accordance with § 77a or 268 of the Act.



§ 3



If a Czech legal person interested in cross-border legal conversion

the form of a limited liability company, is required to submit to the notary also



and) documents referred to in § 93 or 285 law and affidavit

statutory authority or all of the members of the Board that were

These documents are sent within the time limit under § 197, 336d or 359c of the Act

all shareholders of limited liability companies as Charter or

electronically,



(b) officially certified copy) waiver of a member in the sending of documents

referred to in point (a)),



c) affidavit or statutory authority of all the members of the statutory

authority to the effect that the documents were referred to in point (a)) published in

accordance with section 93a paragraph 1. 2 paragraph or section 285a. 2 of the Act for a specified period

on the Web site and that this site allowed

Download and print these documents, or



d) affidavit or statutory authority of all the members of the statutory

authority that the documents referred to in point (a)) have been available on the

the company's website in accordance with section 93a paragraph 1. 2 or §

285a of paragraph 1. 2 of the law, that the website did not allow to download and

printing these documents and that the company has fulfilled the obligations referred to in

section 93a paragraph 1. 4 paragraph or section 285a. 4 of the Act.



§ 4



If a Czech legal person interested in cross-border legal conversion

the form of a public limited-liability company is required to submit to the notary also



and) documents referred to in § 119, or 363 299 law and affidavit

all the members of the Board about the fact that these documents were posted for public

inspection of all the shareholders at the registered office of the company and at the General

meeting of the joint stock company, which approved the project cross-border

conversion, and they were all shareholders are notified on your right into these

documents to inspect and take copies of them for free, and listings



b) affidavit of all members of the Board that the

the documents referred to in section 119, or 363 299 of the Act were published on

the company's website in accordance with section 119a, 299a or 363a

the law, and that the Internet page allowing to download and print these

documents, or



c) affidavit of all members of the Board that the

the documents referred to in section 119, or 363 299 of the Act were published on

the company's website in accordance with section 119a, 299a or 363a

the law did not allow the website to download and print these

documents and that the company has fulfilled the obligations referred to in section 119 paragraph 1. 2

or 3, § 299 para. 2 or 3, or § 363 paragraph 2. 2 or 3 of the Act.



§ 5



If a Czech legal person interested in cross-border legal conversion

the cooperative form, is required to submit to the notary also



and) documents referred to in § 169, 323, or 363 of the Act, if the

require, and affidavit of all members of the Board that the

These documents were posted for public consultation by all members of the cooperative's headquarters and

at the membership meeting of the cooperative, which approved the project of cross-border mergers and

that all members were alerted to their right to such documents

to inspect and take copies of them for free, and listings



b) affidavit of all members of the Board that the

the documents referred to in section 169, 323, or 363 of the Act were published on

the website of the cooperative in accordance with section 169a, 323a or 363a

the law, and that the Internet page allowing to download and print these

documents, or




c) affidavit of all members of the Board that the

the documents referred to in section 169, 323, or 363 of the Act were published on

the website of the cooperative in accordance with section 169a, 323a or 363a

the law did not allow the website to download and print these

documents and that the company has fulfilled the obligations referred to in § 169 paragraph. 2

or 3, section 323 paragraph 2. 2 or 3, or § 363 paragraph 2. 2 or 3 of the Act.



§ 6



(1) the Czech legal person interested in cross-border conversion is required to

submit a notary affidavit or statutory authority of all members

statutory authority that has not issued bonds. If United

legal person interested in cross-border bonds issued conversion, is

required to submit a statement in lieu of the notaries



and conditions and prospectus), if it has been published,



(b) proof of sound) the calling of meetings of the owners of the bonds,



(c) a copy of the notarial certifying) a meeting of the owners of the bonds,



(d) proof of publication) of notarial certifying meeting owners

bonds and



e) affidavit or statutory authority of all the members of the statutory

declaring that the Czech legal person interested in cross-border

the conversion to satisfy any debt holders who

asked about their early repayment within the time limit and under the conditions laid down

in the Act on bonds.



(2) if the bond holders ' meeting was not due to reasons on the part of

owners of the bonds, even though it was properly convened, is a Czech legal

the person interested in the cross-border conversion required to submit sworn notaries

instead of the documents referred to in paragraph 1 (b). c) to (e)), the Honorable

statement of the statutory body or all the members of the Board of

This fact, including a detailed description of the reasons for which meetings

owners of the bonds was not carried out.



§ 7



(1) the Czech legal person interested in cross-border conversion is required to

submit a notary document, and if this is not possible, the affidavit

statutory authority or all of the members of the statutory body certifying

that all claims and other rights of all known creditors were

secured or safeguarded according to § 35 to 39 and 59u law or

the lenders the right to security or satisfaction of their claims

give up or not.



(2) a document or declaration referred to in paragraph 1 shall include the

list of the names of the creditors who have requested to provide sufficient certainty,

and a description of the manner in which their claims have been sufficiently secured,

where appropriate, the reason for which the applicants were excluded from the circle of people

authorized to require the provision of sufficient security.



§ 8



(1) the Czech legal person interested in cross-border conversion is required to

submit a notary



and the scope of treaty rights) the influence of the employees of the acquiring legal entity

persons under section 233 of the Act or resolution of the Negotiating Committee

under section 232 paragraph. 1 of the Act,



b) affidavit or statutory authority of all the members of the statutory

the authority of all Czech legal entities involved in cross-border

the conversion of that vain expiry of the period for the adoption of a resolution

negotiating body or for the conclusion of the contract about the extent of the law the influence

employees of the acquiring legal entity provided for in § 232 paragraph. 3

law without this contract within this period or this resolution

received, or the decision of all legal persons participating in the

cross-border conversion that employees of the acquiring legal person will be

have a cross-border conversion after the registration in the commercial register law influence

under section 235 of the Act, and



(c)) is to have the acquiring legal person, its registered office outside the territory of the United

Republic, affidavit or statutory authority of all members

statutory authority that the contract on the extent of rights of influence

employees of the acquiring person, or the resolution of the negotiating

the Committee shall, in accordance with the laws of the Member State in which he is to have a

the acquiring legal person has its seat.



(2) paragraph 1 shall not apply if the employees of the acquiring legal entity

people don't have to have cross-border conversion after the registration in the commercial register

pursuant to section 215 of the Act nor under the law governing business ratios

companies and cooperatives the right influence. In this case, the Czech legal

the person interested in the cross-border conversion about notaries shall submit to the Honorable

statement of the statutory body or all the members of the Board.



(3) paragraph 1 shall not apply if the employees of the acquiring legal entity

people don't have to have after the effective cross-border conversion according to the rule of law

applicable to the assessment of the impact of rights the right to influence. In this case,

the Czech legal person interested in cross-border conversion about submit

notary affidavit or statutory authority of all members

statutory authority.



§ 9



The Czech legal person interested in cross-border conversion is required to

submit a notary



and the minutes of the) resolutions of the general meeting or meeting of all

foreign persons involved in cross-border conversion if it were held

before submitting an application for the issue of certificates for cross-border conversion and

If it is, or may be provided, and



b) copies of all actions for the payment of a call, which were against the United

a legal person involved in the cross-border conversion applications, if they are

the Czech person involved in the cross-border conversion are known.



§ 10



Czech person interested on the cross-border conversion is required to submit

notaries



a) final decisions of the competent public authorities, which are

under the law of the United States as a condition of effectiveness of the project

cross-border conversion or declaration statutory authority or

all the members of the Board to the effect that no such decision

does not require, and



b) enforceable judgments of the European Union, which are based directly

applicable regulations of the European Union as a condition of effectiveness of the project

cross-border conversion or declaration statutory authority or

all the members of the Board to the effect that no such decision

does not require.



§ 11



To the shareholders of the Czech joint-stock company involved in cross-border

the conversion of a right to payment of the balance due on the call, is a Czech joint-stock

company interested in cross-border conversion required to submit sworn notaries

confirmation of appointees that have been forwarded to cash in

the necessary amount.



§ 12



If the internal ratios of the acquiring legal person governed by

order of the Czech Republic, is a Czech legal person interested on the

cross-border conversion required to submit documents certifying notary,

that provide the trader with securities or foreign person

has its registered office in a Member State and whose business corresponds to activities

Merchant securities, through which the Exchange will take place

the documentary shares admitted to trading on a regulated European market,

and that he has passed all the necessary documents.



section 13 of the



Repeals the Decree 206/2008 Coll., on the pleadings, which is

participating corporations shall submit a notary to issue the certificate in the

cross-border merger.



§ 14



This Decree shall enter into force on 1 January 2000. January 2012.



Minister:



JUDr. Pacheco v. r.