Amendment Of The Commercial Code

Original Language Title: změna obchodního zákoníku

Read the untranslated law here: https://portal.gov.cz/app/zakony/download?idBiblio=49770&nr=370~2F2000~20Sb.&ft=txt

370/2000 Sb.



LAW



of 14 July 1999. September 2000,



amending the Act No. 513/1991 Coll., the commercial code, as amended by

amended, law No 358/1992 Coll., on the notarial profession, and their

activities (notarial regulations), as amended, law No. 15/1998

Coll. on the Securities and Exchange Commission, and amending and supplementing other acts, in

amended by Act No. 30/2000 Coll., Act No. 200/1990 Coll. on offences, in

as amended, Act No. 99/1963 Coll., the code of civil procedure,

in the wording of later regulations, and Act No. 328/1991 Coll., on bankruptcy and

the settlement, as amended



Change: 501/2001 Sb.



Change: 476/2002 Coll. 88/2003 Coll.



Modified: 296/2007 Sb.



Change: 89/2009 Sb.



Parliament has passed the following Act of the United States:



PART THE FIRST



cancelled



Article. (I)



cancelled



PART TWO



To change the order of notaries in the



Article II



Act No. 357/1992 Coll., on the notarial profession and their activities (notarial procedure), in

amended by Act No. 82/1998 Coll. and Act No. 30/2000 Coll., is amended as follows:



1. in part VI, section 80 the following new section 80a up to 80f, which including

title and footnotes # 5a) are added:



"Section four



Notarial deed of the decision body of a legal person



§ 80a



(1) the notary draws up at the request of a notarial instrument of the decision of the legal

person, unless a special law of acquisition of such notary

writing requires.



(2) a notary is obliged to certify the existence of the legal acts and formalities, to

which is a legal person, the authority shall, where appropriate and where

He was a notary present, including his observations on compliance with legal

regulations, and at the same time is required to certify whether the decision of the authority

legal entities, which provide a notarial deed, was taken, and State

their observations, whether or not the content of the decision in accordance with the laws

regulations and the founding dokumenty5a) of a legal person.



§ 80b



(1) a notarial deed on the decision of legal persons must include the



and the name and surname of the notary) and its registered office,



(b)) the place, date and year when the notary, notarial deed wrote



(c)) trade name or name, address, identification number of a legal

persons and legal entities, the indication of the authority whose decision shall be recorded in

a notarial deed,



d) how was verified the existence of a legal person, the scope and

competence of the authority to take decisions,



(e)) the place, date and year when there has been a decision of the authority of a legal person,



(f)) name, surname, place of residence, social security number, and, if not, date of birth

Chairman, or witnesses, confidants and interpreters,



(g) a declaration that the Chairperson's) body of a legal person is eligible

to take decisions, or raised by the protests against this

statements or protests against the exercise of voting rights by a person

present at the hearing, the authority of the legal person and the protest of the person whose

participation at the hearing, the authority was not allowed or not allowed enforcement

the right to vote, with the name, surname and residence of the person who

a protest lodged with the information about it, on behalf of whom the protest is lodged, and the same

the data concerning the person in respect of whom the protest was made,



h) how was verified the identity of the persons referred to in subparagraphs (f) and (g))),



even the text of the decision) of a legal person,



j) indication of the outcome of the vote on the decision of the authority of a legal person with

indicating the applicable number of votes and an indication of how it was

the result of the vote and a decisive number of votes found,



to a notary declaration containing the information) pursuant to § 80a paragraph. 2, or

the statement that these conditions have not been fulfilled, and notaries

required drafting notarial acts,



l) an indication that the notarial deed was approved after reading

by the Chair, or that has not been approved, and the reasons for its disapproval,

where applicable, an indication that the President has communicated the reasons, notaries public



m) the signature of the Chairman, where appropriate, an indication that the President

notarial deed refused to sign, stating the reasons why a notarial deed

not signed, if appropriate, an indication that the President the reasons for notaries

has not communicated,



n) the imprint of the stamp of a notary and his signature,



For more information about), if provided for by a special legal regulation.



(2) if in the course of the hearing organ of the legal person being received

more decisions must be taken by notarial deed, the notary draws up a

a notarial deed on all these decisions, if the nature of the

This procedure does not preclude the decision taken or if the applicant

does not require the purchase of any or several separate decisions

a notarial deed.



section 80 c



(1) a legal person is required to submit not later than 5

working days before the date of the hearing organ of the legal person



and) current extract from the commercial register, a legal person; does not write to

the legal person in the commercial register, other document proving

the existence of a legal person,



b) founding documents in full ^ 5a) (hereinafter referred to as "the founding

documents '),



(c) proof of the changes in) the bodies of a legal person, if these changes

and they are not already entered in the commercial register,



d) document proving authorization to act on behalf of the legal person, who is

partner or a member of a legal person, the authority shall take

the decision, and in the case of the authority, on whose decision to partner or

the involved,



(e) a copy of the invitation at the hearing) body of a legal person or a copy of the notice

on hearing this, unless a special law an invitation or notification

requires proof of their circulation or publication,



(f) the implied decision proposals) unless the proposals that follow the

legislation are persons authorized by law to exercise at the

meetings of this body.



(2) the President is obliged to



and negotiating authority) of a legal entity in a manner that will allow the

acquisition of a notarial act in the prescribed manner,



(b) does not approve or) sign a notarial deed is required to state the reasons for notaries public

for that he didn't approve of the decision of a notarial instrument of legal

persons, or the reasons for which this notarial deed did not sign.



§ 80d



(1) a notary may refuse to write up a notarial deed on the decision of the authority

legal persons,



and if a legal person) does not submit the documents under section 80 c of paragraph 1. 1,



(b)) if the President, despite the warning of a notary, is leading the negotiations the authority

legal person in a way that does not allow a notarial instrument of decision

capture.



(2) If a notarial deed, the notary of the decision body of a legal person

write down the reasons referred to in paragraph 1, the provisions of § 55 para. 1 and

3. Reasons for refusal of the Act shall notify the applicant in writing of the action without

his application for this communication.



section 80e



(1) If a notary during the negotiations, the authority of the legal entity that

decisions, which should be taken by a notarial deed that they are not

met the prerequisites for the adoption of decisions required by the legislation

or the founding documents, learn about the Chairman and the

the fact shall be notarised. The same applies if the content is

the proposed resolution or adopted resolutions in conflict with legal

regulations or the founding documents.



(2) If no voting authority, the legal entity of its decision on the

the basis of the lessons learned as a notary, pursuant to paragraph 1, the notary draws up notarial deed with the

formalities pursuant to section 80b (b). a), b), c), (d)), f), l), m) and (n)), in

which the Declaration shall presiding under section 36A (b). (g)), the

about how his identity has been identified, the contents of your guidance and an indication of the

the fact that, on the basis of the lessons learned to vote on the decision of the authority

legal persons did not occur.



section 80f



The provisions of § 71 shall apply mutatis mutandis, and the provisions of § 64 to 69 shall apply mutatis mutandis.



5A) § 27a para. 2 (a). and) of the commercial code, as amended

regulations. ".



2. the existing sections of the fourth and fifth in the sixth is referred to as partitions

the fifth and sixth.



PART THREE



Amendment of the Act on the Securities and Exchange Commission



Article. (III)



Law No. 15/1998 Coll., on the Securities and Exchange Commission, and amending and supplementing

other laws, as amended by Act No. 30/2000 Coll. and Act No. 367/2000

Coll., is amended as follows:



1. in paragraph 7 the following new section 7a, including footnote No 9a)

added:



"§ 7a



(1) State supervision of the Commission is subject to the fulfilment of the obligations laid down

the commercial code



and when you edit a takeover bid) and in cases where they apply or

mutatis mutandis, the provisions on the takeover bid,



(b)) in the acquisition of a holding of voting rights of companies whose shares

are registered,



(c)) for the purchase of own shares joint stock company or a controlled

person,



(d)) when the public subscription of shares.



(2) in the exercise of State supervision referred to in paragraph 1 the Commission shall act in accordance with

of this Act and is empowered to impose measures and sanctions provided for in this

the law and the commercial code.



(3) the Commission shall be entitled to suspend the performance of its own motion the voting rights

the person who properly and duly fulfil its obligation to notify the market share

voting rights or has not made an offer, although her takeover law

such an obligation, for up to one year from the date on which the


the decision of the judicial power, if it is needed to protect the interests of

the other shareholders, creditors or employees of the company. Patch

against this decision does not have suspensory effect. Enforceable

the decision on the suspension of the exercise of voting rights, the Commission shall also

the society in which the exercise of voting rights required the person is suspended,

and the Centre of securities, it shall publish a notice in the manner prescribed

the commercial code to disclosure of the information on the proportion of the voting

the rights of the companies, whose shares are registered.



(4) the Commission is entitled to in its opinion on the takeover bid, or

redemption submitted by her menu according to the commercial code, recommend

or decision to the applicant or the target company ^ 9a) to

the publication of the results of the offer to publish the supplementary information to the

published by the information under special legislation and the

publication information informed the Commission.



9A) section 183a para. 1 of Act No. 513/1991 Coll., the commercial code, as amended by

amended. ".



2. § 9 para. 3 the first sentence, the words "for the breach of obligations under the

This Act "shall be replaced by" for the breach of the obligation established ".



3. In article 9, at the end of paragraph 3 the following sentence: "If the Commission

State supervision under special legislation and is entitled to save

the measures and penalties as under special legislation, as referred to in

This law, is empowered to impose sanctions in the form of fines only according to the

This Act. ".



PART FOUR



Changing the law on misdemeanors



Article IV



Act No. 200/1990 Coll. on offences, as amended by Act No. 337/1992 Coll.,

Act No. 344/1992 Coll., Act No. 357/1992 Coll., Act No. 67/1993 Coll.

Act No. 290/1993 Coll., Act No. 133/1994 Coll., Act No. 83/1995 Coll.

Act No. 237/1995 Coll., Act No. 283/1995 Coll., Act No. 289/1995 Coll.

Act No. 111/1998 Coll., Act No. 168/1999 Coll., Act No. 360/1999 Coll.

Act No. 29/2000 Coll., Act No. 121/2000 Coll., Act No. 132/2000 Coll.

Act No. 151/2000 Coll. and Act No. 258/2000 Coll., is amended as follows:



1. In paragraph 24, at the end of paragraph 1, the period is replaced by a comma and the following

subparagraph (f)), including footnotes, no. 3 h) is added:



"(f)) breach of an obligation to use the business name or business name,

the name and show on all orders, business letters and invoices

information about your company, the registered office or place of business, write to the

business or trade register or other evidence, including

the file tag, or on the registration of branches of the undertaking or

foreign persons undertaking in the commercial register, including the file

brand, under special legislation. ^ 3 h)



3 h) sections 8 to 11 and section 13a of the Act No. 513/1991 Coll., the commercial code, in

amended by Act No. 366/2000 Coll. ".



2. in section 24 paragraph 2 reads as follows:



"(2) for the offense referred to in paragraph 1 (b). a) and b) can impose a fine of up to 5

USD, for the offense referred to in paragraph 1 (b). c) to (e)) a fine of up to 10 000

And for the offense referred to in paragraph 1 (b). (f)) to a fine of $50,000. Ban

activities within one year may be imposed for the offense referred to in paragraph 1 (b).

a) to (c)) and (b). f).".



PART FIVE



To change the code of civil procedure



Article. In



Act No. 99/1963 Coll., the code of civil procedure as amended by Act No. 36/1967

Coll., Act No. 158/1969 Coll., Act No. 50/1973 Coll., Act No. 20/1975

Coll., Act No. 135/1982 Coll., Act No. 180/1990 Coll., Act No. 328/1991

Coll., Act No. 519/1991 Coll., Act No. 263/1992 Coll., Act No. 24/1993

Coll., Act No. 171/1993 Coll., Act No. 114/1994 Coll., Act No. 152/1994

Coll., Act No. 216/1994, Coll., Act No. 84/1995 Coll., Act No. 118/1995

Coll., Act No. 160/1995 Coll., Act No. 237/1995 Coll., Act No. 247/1995

Coll., Constitutional Court No. 31/1996 Coll., Act No. 142/1996 Coll.,

Constitutional Court No. 269/1996 Coll., Act No. 202/1997 Coll., Act

No. 227/1997 Coll., Act No. 15/1998 Coll., Act No. 91/1998 Coll., Act

No 165/1998 Coll., Act No. 326/1999 Coll., Act No. 326/1999 Coll., Act

No. 360/1999 Coll., Constitutional Court No 2/2000 Coll., Act No.

27/2000 Coll., Act No. 30/2000 Coll., Act No. 46/2000 Coll., Act No.

105/2000 Coll., Act No. 130/2000 Coll., Act No. 155/2000 Coll., Act No.

204/2000 Coll., Act No. 220/2000 Coll., Act No. 227/2000 Coll. and act

No. 367/2000 Coll., is amended as follows:



1. In § 109 paragraph. 2 (a). (c)) at the end of the dot is replaced by a semicolon and

the following words are inserted: "this does not apply in the authorisation procedure for writing a resolution

of the capital increase or reduction of share capital

commercial register under special legislation. 33 c) ".



2. In section 200d paragraph. 5, after the words "collection listin73)" the words

"or if he has not submitted a proposal to permit write access to the business

the register, although he was to his administration by a special legal regulation

obliged to ".



PART SIX



cancelled



Čl.VI



cancelled



PART SEVEN



COMMON, TRANSITIONAL AND FINAL PROVISIONS



Article. (VII)



Common provisions



1. If you take legislation the term "capital" means

"the capital".



2. If you take legislation the term "entered capital" means

the "recording capital".



3. If you take effective legislation before 1. January 2001 term

"business name", this means according to the nature of things "trading company" or

"the company, the name and surname of the natural person, including the Appendix, or the name of the

a legal person ".



4. If this law the concept of "annual accounts" shall mean

"annual financial statements".



Article. (VIII)



Transitional provisions relating to part one



1. changes to the terms resulting from the first section that relate to data

registered in the commercial register, performs the registration Court in commercial

the register's own motion and without the control no later than two years from the date of

entry into force of this Act.



2. this Act to a person who does not arise at the date of the entry into the

the commercial register, the obligation to register in the commercial register, the

This person is required to submit an application for entry in the commercial register to the

six months from the date of entry into force of this Act.



3. If the law Imposes the obligation to conduct the registration in the commercial register

the fact that so far down, or the collection of documents to save

the Charter, which have not yet either, the one to whom such an obligation

bear witness, to make an application for registration in the commercial register or save

Charter of the collection of documents within one year from the date of entry into force of

of this Act, unless this Act provides otherwise. These obligations

does not apply in respect of the entries and documents relating to the transformation of legal persons,

have occurred according to the existing legislation.



4. the existing pre-printed business of the Charter (section 13a), which do not have

conditions laid down in this law, can be used for a maximum period of six

months from the effectiveness of this Act. Entrepreneurs are required to customize the

your business requirements of this Act within two years from the date of its

efficiency.



5. If before the date of entry into force of this Act, the company has already

established, up to the creation of the company in accordance with the existing

the legislation, if the founders have agreed to the procedure referred to in

of this Act.



6. If before the date of entry into force of this Act, the decision to

increase or decrease in the company registered capital, up

to increase or decrease the share capital in the commercial

the register pursuant to the existing legislation, if the general meeting to

three months from the effectiveness of this law determines that has to be followed

under this Act.



7. If before the date of entry into force of this Act, the decision to

cancellation or conversion of the company, shall be based on the existing

the legislation, if the partners or the competent authority of the company

decide, within three months from the date of entry into force of this Act, about

that will be the application of the procedure under this Act. The reasons for excluding the possibility

an action for annulment of the general meeting shall also apply to the

the decision on the dissolution without liquidation, which was taken before the

the effective date of this Act. The provisions of this law on the

protection of creditors and provisions concerning surcharges to call is

also apply to cases where a decision on dissolution of the company was adopted

before the date of entry into force of this Act and on the date of entry into force of

This law has not yet been entered in the commercial register.



8. If, before the date of application of this Act made

the public proposal of the contract for the purchase of the shares under the existing

legislation.



9. where before the date of entry into force of this Act adopted

decision pursuant to § 186a, proceed according to the existing legal

regulations.



10. If before the date of entry into force of this Act, the company

notice of resignation under section 66 paragraph 1. 1, the procedure

According to the existing legislation.



11. where before the date of entry into force of this Act, closed the

contract or contract for the transfer of profits, the lease contract or the

part, the parties to the contract are obliged to adapt it to the requirements of this

the Bill, to submit a proposal for registration in the commercial register and store contract

the collection of documents within one year from the date of entry into force of this


the law. A contract or a profit transfer or lease

the company or its parts must be approved by the General Assembly in accordance with this

law within one year from the date of entry into force of this law, otherwise

ceases to exist.



12. The provisions of section 66a paragraph. 14 and 15 on the liability and liability shall be subject to the

the obligations after the effective date of this Act.



13. If before the date of entry into force of this Act, proceedings for

dissolution of the company pursuant to section 69b, the Court continues proceedings under

the provisions of this law on the nullity of the company.



14. The provisions on the liability of shareholders limited liability company according to

This Act shall not apply to obligations which arose before the date of application

the effectiveness of this Act.



15. The provisions of this law on the form of a social contract, the founding

contracts, articles of Association and their amendments shall not apply to the social contract,

the memorandum, articles of Association and their amendments, which have been agreed

or usneseny before the date of entry into force of this Act.



16. The provisions of § 120 paragraph 1. 2 and 3, the effective date of this Act,

also apply to shares acquired by the company or any controlled

person before the effective date of this Act.



17. If before the date of entry into force of this Act, initiated by the

proceedings under section 131, 183 or 242, continues the Court in proceedings under this

the law.



18. the private limited liability companies and joint stock companies, which originated

According to the existing legislation, are not required to increase the basic

capital up to the amount established by this Act, but cannot decide on the

reduction of share capital under the amount provided for by this Act.

However, if these companies after the effectiveness of this Bill increase

share capital will increase to at least to reach the amount of

capital required by this Act.



19. If the effective date of this Act, a natural person is the sole

a partner in more than three companies with limited liability or

If a company with a single shareholder the sole shareholder of other

the company is required to include its legal status in accordance with this

by law, within two years from the date of entry into force of this law, otherwise the

the Court's own motion all these companies cancel and order their

liquidation.



20. The company shall be obliged to provide the social contract and articles of Association to

accordance with the provisions of this Act within one year from the date of acquisition

the effectiveness of this law, if it is not apparent from the provisions of this law

something else, otherwise the Court's own motion, the company cancel and order

its liquidation. A companion, who exploited their position in the

company or will bind the adaptation of the social contract, or

the statutes of the undue advantage, and as a result, stymie customization

the social contract or statute to the requirements of this law, corresponds to the

the other shareholders and creditors of the company for damage to them in

as a result of this meeting was established.



21. Unless otherwise provided in this Act, the provisions of social contracts and

statutes governing the rights and obligations of the company or companies in the

contrary to him with provisions of this Act shall expire

the effective date of this Act. It does not apply to the rules on

the convening of the general meeting.



22. If shares were suspended before the date of entry into force of

This law shall apply to the sale of the pledged shares follows the provisions of the

of this Act.



23. If the owner of the shares of the company to grant the authority requested

consent to the transfer of shares prior to the effective date of this Act, and

the competent authority of the company decides on the application within two months from the date of

entry into force of this law, that consent has been given.



24. If, before the date of entry into force of this Act was the shareholders

the right to purchase shares pursuant to § 156 para. 4 business

the civil code, under the existing legislation, if

participants have agreed to one month from the date of entry into force of this

law on the application of this law.



25. the existing employee shares cease to be a special kind of shares

on the day when the General Meeting decides to change the employee shares

common stock without any special rights under section 158 or decide to change

statutes that establish the conditions for the acquisition of common shares, employees

the company pursuant to section 158 of this Act, not later than the expiry of the two

years from the date of entry into force of this Act. In the meantime, shall apply to the

employee shares of the existing legislation.



26. In the case that as a result of the use of this law may arise between

certain persons relationship the controlling and controlled persons, as referred to in

existing legislation, such persons have not been, are required to provide their

mutual relations into conformity with this Act within six months from the date of

entry into force of this Act, if such an obligation has not yet

not. The controlled entity is required to dispose of a business interest or shares

the controlling entity, which has in its assets, within 18 months from the date of acquisition

the effectiveness of this law, or the Court may, even without the proposed to withdraw and

order its liquidation.



27. The controlled entity is obliged to create the reserve fund as required under

This Act within 12 months after the date of entry into force of this Act,

If the effective date of this Act, has in its property business share

shares of the controlling entity and this obligation is not yet, otherwise it is

shall without undue delay such shares or interest disposed of.



28. who is the effective date of this law meets the conditions laid down in this

the law for the formation of the obligation to make a takeover offer, although it

the existing legislation did not have, is not obliged to make a takeover offer

under this Act.



29. persons that the effective date of this Act, comply with the conditions for

the emergence of the notification requirement of holding of voting rights in accordance with

provisions of this Act, are required to fulfil the obligation of notification

imposed by this Act within six months from the date of entry into force of this

the law, the obligation to notify does not arise if they increase or decrease the

holding of voting rights before expiry of that period.



30. If before the date of entry into force of this Act, convened the General

meeting on the day after the date of entry into force of this law and the text of the invitation to the

the general meeting cannot be changed, shall apply to the particulars of the invitation

the general meeting or the announcement of the holding of the present legislation.



31. the provisions of this Act on the exercise of voting rights agreements with the

also apply to agreements on the exercise of voting rights, which were concluded before the

the effective date of this Act.



32. The provisions of this law on the burden of proof in relation to proof

the obligation to act with due diligence shall not apply to

conduct that occurred before the date of entry into force of this Act.



33. If the effective date of this Act, the members of the Supervisory Board

joint-stock company selected employees of the persons who do not meet the

the requirements of this Act, not later than the end of their term of Office

the expiration of 1 year from the date of entry into force of this Act.



34. If the effective date of this Act, a statutory body,

a member or a member of another body of a legal person

an entrepreneur, persons who do not meet the requirements of this Act or the

a special legal regulation, no later than the end of the function they

3 months from the date of entry into force of this Act.



35. the validity of an agency contract, which were concluded before the date of

entry into force of this law, shall be assessed in accordance with the existing laws,

regulations. The rights and obligations of the Contracting Parties of the concluded contracts

shall be governed by this law, if the law does not permit the Contracting Parties

have negotiated something different.



36. the provisions of this Act, which establishes who can be a partner

public company and general partner, do not apply to persons

that are companions to the effective date of this Act, unless after

the effectiveness of this eligibility after the entry into force of this Act.



37. Business Cards or other authorizations issued

the effective date of this Act, or other authorizations, consents, or

similar documents on business sounding name of individuals will survive

force and may not be listed in accordance with § 8 et seq.. business

code.



38. The provisions of the contract of silent partnership, which are in contradiction with the

him with the provisions of this Act shall expire on the date,

entry into force of this Act.



39. the provisions of section 369 para. 1 concerning interest on arrears shall also apply to the relations

incurred before the effective date of this Act, there was a delay at any time

beginning with the effective date of this Act.



Article. (IX)



cancelled



Article. X



Final provision



The Prime Minister shall be empowered, in the collection of laws promulgated the full text

Act No. 513/1991 Coll., the commercial code, as is clear from the laws it

changing.



PART EIGHT



Article. XI



The effectiveness of the



1. this Act becomes effective on January 1. in January 2001, with the exception of section 21

paragraph. 5, § 27a para. 4, § 28 para. 4 and § 31a of the commercial code, in

the text of this Act and § 109 paragraph. 2 (a). (c)) code of civil procedure,

as amended by this Act, art. (VI) section of the sixth, article. IX and article. X part seven

of this Act.



2. The provisions of § 21 para. 5 of the commercial code, as amended by this Act,


shall take effect on 1 January 2000. February 2001.



3. The provisions of § 27a para. 4 and § 28 para. 4 of the commercial code, in

the text of this law, shall take effect on the date of the entry of the Treaty on

accession of the Czech Republic to the European Union enters into force.



4. the provisions of section 183b of paragraph 1. 3 (b). and) of the commercial code, as amended by

This Act expires on the accession treaty

The Czech Republic to the European Union enters into force.



5. the provisions of section 31a of the commercial code, as amended by this Act, section 109

paragraph. 2 (a). (c) the code of civil procedure), as amended by this Act, art.

(VI) section of the sixth, article. IX and article. X part seven of this Act shall take

effect on the date of publication of this law.



Klaus r.



Havel, v. r.



Zeman in r.