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.