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.
