Documents For A Certificate For Registration In Or For A Cross-Border Conversion

Original Language Title: písemnosti pro osvědčení pro zápis do OR při přeshraniční přeměně

Read the untranslated law here: https://portal.gov.cz/app/zakony/download?idBiblio=75791&nr=415~2F2011~20Sb.&ft=txt

415/2011 Sb.



The DECREE



of 9 June. December 2011



the documents, which the person concerned on cross-border conversion

required to submit to the notary to issue certificate for registration in the commercial

Register



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

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

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



§ 1



The person requesting the certificate for registration in the commercial register, the

required to submit before issuing a certificate, a notary under section 59z, paragraph. 3

law



and the cross-border project) conversion in all languages, in which he was

persons involved in the cross-border conversion drawn up and approved,

If such approval requires,



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

legal persons not older than 1 month, or from a foreign listing

commercial register not older than 2 months, unless any such

the evidence does not write, and, where appropriate, written communication, the information from the statement of

the commercial register or the foreign trade register

do not correspond to reality, and whether it has already been filed for registration or cancellation

These data, including a copy of such a proposal, if the applicant is a legal

a person, or an identity card, showing the name, surname and place of residence

or permanent residence of a natural person, the applicant is a natural person,



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

cross-border conversion on the date of acquisition of the statement referred to in subparagraph (b)) and the Honorable

Declaration of the person or persons authorized to act on behalf of the legal person of the

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

the commercial register, the foreign trade register or other

the law provided for the registration, if the law requires such establishment or

affidavit, that the full text is not or not yet established that the

does not require, and



(d)) the certificate referred to in section paragraph 210. 1 (a). and (b)), § 336h. ) and § 359j

(a). and the law or other public) Charter issued by the competent

authority of the Member State in whose jurisdiction the foreign person

interested in cross-border conversion controls, which have

the required formalities, the completion of the required operations and compliance with the

the prescribed procedures for each foreign person interested on the

Cross-conversion, or a public instrument issued in accordance with section 384d

paragraph. 1 (a). and) or section 384m paragraph. 1 (a). and) of the Act.



§ 2



(1) a person applying for a certificate for registration in the commercial register, the

further required to submit these documents, notaries



and the extent of the rights of the Treaty) the influence of the employees of the acquiring legal

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

pursuant to section 232, paragraph. 1 of the Act,



b) affidavit or statutory authority of all members of the

the authority of a legal person involved in the cross-border conversion, who are

authorized to act on behalf of or for a legal person, that in vain

period for the adoption of the resolution to the negotiating body or for the

the conclusion of the agreement on the scope of the law of influence of employees of the acquiring

legal persons provided for in section 232, paragraph. 3 of the Act, without this

period contract or resolution has been taken, or



(c) all legal persons) involved in the cross-border

converting that employees of the acquiring legal person will have after enrollment

cross-border for the conversion in the commercial register law influence under section 235

the law.



(2) the provisions of paragraph 1 shall not apply if the employee

the acquiring legal person do not have a conversion after the registration of cross-border

in the commercial register pursuant to section 215 of the Act nor under the law

adjusting the position of commercial companies and cooperatives the right influence. In

such a case, the person requesting issue of a certificate for registration in the

commercial register, notaries shall submit an affidavit.



(3) the provisions of paragraph 1 shall also apply, if employees

the acquiring legal person do not have the effectiveness of cross-border

the conversion according to the legal regulations applicable to the assessment of the impact of rights right

the influence of the. In such a case, the person requesting issue of a certificate for the registration

in the commercial register, notaries shall submit an affidavit.



§ 3



The person requesting the certificate for registration in the commercial register,

a notary shall submit the documents that must be attached to the proposal on registration

the Czech legal person or the registration of changes in the Czech legal person in the

the commercial register, or the organizational components of the foreign company

of the person.



§ 4



Is hereby repealed Decree No 207/2008 Coll., on the pleadings, which is Czech

participating corporations shall submit notaries to issue the certificate of

the legality of the cross-border merger is complete.



§ 5



This Decree shall take effect on 1 January 2005. January 2012.



Minister:



JUDr. Pacheco v. r.