Notarial Certification Of Documents On The Transfer Of The Seat Of The European Community.

Original Language Title: notářské osvědčení dokumentů při přemístění sídla evropské společ.

Read the untranslated law here: https://portal.gov.cz/app/zakony/download?idBiblio=60287&nr=293~2F2005~20Sb.&ft=txt

293/2005 Sb.



DECREE



of 12 October. July 2005



about the documents to be submitted to a notary to issue the certificate in the

relocation of the registered office of a European company, and for establishing the European

company mergers



The Ministry of Justice shall determine pursuant to section 65 of Act No. 631/2004 Coll., on

the European company, (hereinafter referred to as the "Act"):



General provisions



§ 1



This Decree regulates the following a directly applicable regulation

Of the European Communities ^ 1) document attesting to the circuit design

prescribed by the acts and formalities which are required to submit a notary



and the European company is registered) located on the territory of the Czech Republic, which

shall be governed by Czech law, to issue the certificate on the transfer of the registered

of the registered office to another Member State of the European Union or other States

that make up the European economic area (hereinafter referred to as "Member State") (§ 14

paragraph. 3 of the Act), and



(b)) the company established in the territory of the Czech Republic, which

governed by Czech law, to issue the certificate when establishing the European

company mergers (article 16, paragraph 2, of the Act).



§ 2



(1) for the proper assessment of the fulfilment of the conditions for the issue of the certificate, which

of Council Regulation No 2157/2001 ^ 1) (hereinafter ' the Council regulation '), and of the

national law, a notary may request outside of the documents referred to in this

the decree and to submit additional documents.



(2) where in this Ordinance is talking about joint-stock companies, the Board of Directors

This means in European society, which has a monistic structure

under the circumstances, the Chairman of the Board, who is the Director General,

or, where appropriate, the delegated Director-General the Director-General. Where

in this Decree talks of the Supervisory Board of joint stock companies, this means

in European society, which has a monistic structure, its administrative

the Council.



Documents to the relocation of the registered office of a European company



§ 3



(1) the European company that intends to transfer registered offices from the United

Republic to another Member State, it shall submit a notary before

issuance of the certificates referred to in article. 8 (2). 8 Council regulation



and) current extract from the commercial register, and the current text of the articles of Association,



(b) save the design of) evidence of relocation of the registered office to a collection of documents

commercial register and its publication,



c) copy of the notarial acts decision of the General Assembly for approval

relocation of the registered office,



d) affidavit of members of the European company

that they are not known to have been made a proposal to declare invalid the resolution

the general meeting approving the relocation of the registered office, or the

the fact that the procedure for this proposal, it was finally stopped, where appropriate, that

the proposal was finally rejected, or that all authorized persons

renounced the rights to the submission of the proposal to declare invalid the resolution

the General Assembly,



(e) proof of registration of the transfer), registered in the commercial register of the seat of

(section 11 of the Act),



(f) proof of publication) a public contract for the purchase of shares made

shareholders who voted against the relocation of the registered office, and



g) document or affidavit of members of the European

the company that the European company has fulfilled the obligations arising from the

public draft contracts for the purchase of shares by the shareholders, who

voted against the relocation of the registered office (section 12 of the Act),



h) proof, or affirmation of members of the European

the company that



1. the European company does not have any of the creditor within the meaning of section 13 of the Act,



2. all the creditors within the meaning of section 13 of the Act before the expiry of

three months from the publication of the transfer proposal, registered office pursuant to

subparagraph (b)) requested to ensure their claims and all their

claims are secured or satisfied



3. all the creditors within the meaning of section 13 of the Act is given up rights to ensure

or



4. the European company provided adequate assurance to the creditors within the meaning of

section 13 of the Act, or to satisfy their claims,



I) a report explaining and justifying the legal and economic aspects

transfer and explaining the implications of the transfer for shareholders, creditors and

employees, and



j) affidavit of members of the European company

It was not initiated proceedings relating to the winding up, liquidation or bankruptcy

European society.



(2) a document or declaration referred to in paragraph 1 (b). h) must also

contain a list of the names of the creditors, who have applied for the grant of

sufficient certainty, and a description of the manner in which their claims have been

sufficiently secured, where appropriate, the reason for which applicants

excluded from the circle of persons entitled to require the provision of adequate

certainty.



Documents for the establishment of a European company mergers



§ 4



The basic range of documents



Company interested in establishing a European company mergers (hereinafter referred to as

"participating company") is required to submit a notary before the release

certificate referred to in article 14(2). to in article 25(2). 2 Council regulation documents evidencing that the



and the participating company is) governed by Czech law (§ 5),



(b)) the General Assembly, the sole shareholder or, as the Board of Directors of the participating

the company duly approved the draft terms of merger (§ 6),



(c)) the General Assembly of a participating company duly approved the involvement

employees in the Affairs of European society, which is to be a merger

based, if such approval has set aside the general meeting which

approved the draft terms of merger (section 7),



(d)) was a respected the rules of publicity of merger and the other data (§

8),



(e)) the participating company has made and fulfilled the measures imposed to protect

creditors (§ 9),



(f) the company concerned has made and) fulfilled the measures to protect the

minority shareholders (§ 10), and



(g) other prerequisites are met) for issue of a certificate (section 11).



§ 5



Check that the participating company governed by Czech law



The participating company is required to submit a current listing of notaries public

commercial register, and the current text of the articles of Association.



§ 6



Review of the lawfulness of resolutions of the general meeting which approved the project

Fusion



(1) the company is required to submit to the notary



and a copy of the notarial acts) a resolution of the general meeting, which

approved the draft terms of merger, and



b) affidavit of members of the participating company

that they are not known to have been made a proposal to declare invalid the resolution

the general meeting which approved the draft terms of merger, or proof that the

the procedure for this proposal, it was finally stopped, where appropriate, that the proposal was

been rejected, or that all the beneficiaries give up the right

on submission of the proposal to declare invalid the decision of the General

meeting.



(2) if the European company being formed by merger pursuant to article. 31 para. 1

a Council regulation is the participating company instead of the documents referred to in

paragraph 1 shall submit a notary



and a copy of the notarial acts) of the decision of the sole shareholder or

the general meeting of the company approving the project involved mergers and Honorable

statement by concerned members of society that they

It is not known that a proposal to declare invalid the decision of the

the sole shareholder or the general meeting to approve the merger, or

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

where appropriate, that the proposal was finally rejected, or that all

beneficiaries give up the right to bring an action for annulment

This decision of the sole shareholder, or



(b) a decision of the Board) of a participating company for approval

the project of the merger and the affidavit of Board members participating

companies that legitimate shareholder did not ask for the convening of the

meeting, or that he gave up this right and that they are not known to have been made

the proposal to declare invalid the decision of the Board of approval

merger, or proof that the procedure for this proposal was

finally stopped, where appropriate, that the proposal was finally rejected, or

all eligible persons who have renounced the rights to the submission of the proposal on

annulment of the decision of the Board.



§ 7



Review of the lawfulness of resolutions of the general meeting which approved the involvement

employees in the Affairs of European society



(1) if the general meeting of the companies involved, which was approved by the

the project of the merger, has set aside pursuant to article. 23 para. 2 Council regulation law

the additional approval of the involvement of employees in the Affairs of the European

the company is required to submit to the participating company notaries

the documents referred to in section 6 (1). 1, relating to the general meeting, which

approved the involvement of employees in the Affairs of European society, and

further



and a written agreement on how) and the extent of involvement of employees in

matters of European society, concluded between the authorities of the participating

companies and negotiating body (section 54 of the Act),



(b) of the resolution) the minutes of the Negotiating Committee,



c) affidavit of members of the participating company

the vain expiry of the period for the conclusion of the agreement referred to in subparagraph (a)), or

adoption of a resolution referred to in subparagraph (b)), without being within this period this


agreement or this resolution has been taken, or



d) affidavit of members of the participating company

the provisions on the involvement of employees in the Affairs of the European

the company, taken to the law of the State in which the European

the company registered offices, of the Council Directive 2001/86/EC ^ 2) (hereinafter referred to as

"Council Directive"), the creation of a European company mergers

does not apply, including a description of the reasons for this conclusion.



(2) if it is to have a European company registered office on the territory of another

Member State other than the United States, the participating company is required to

submit a notary



and, in the cases referred to in) paragraph 1 (b). and (b))) also, the Honorable

statement by the Board of Directors of a participating company that

a written agreement, or the resolution of the Negotiating Committee are in

accordance with the law of the State in which it has to have a European company registered

registered office,



(b)) in the case referred to in paragraph 1 (b). (c)) also affidavit

members of the Board of Directors of the companies concerned about the rules

the involvement of employees in the Affairs of European companies arise under

law of the State in which it has to have a European company registered offices, from the

the matters referred to in paragraph 1 (b). (c)), or



c) in the case referred to in paragraph 1 (b). (d)) also affidavit

members of the Board of Directors of the companies concerned about the fact that on the basis of

the reasons given are according to the law of the State in which the European

the company registered office, the provisions on the involvement of employees

in the Affairs of European society, taken that right from the

Council directive.



§ 8



Publicity of merger control and other data



(1) the company is required to submit to the notary



and the draft terms of merger)



(b) proof of publication of the notice) imposing a merger into collections

the register of deeds and warning for shareholders and creditors to

their rights,



(c)) the accounts of all the participating companies for the last three years,

If the participating company during this period lasts, or such

the financial statements, the legal predecessor to the participating company

the legal predecessor, and the auditor's report on verification, where appropriate,

affidavit of Board members of a participating company that

the law of the State applicable to the companies involved control messages

Auditor not required



(d)) of the final accounts of all companies involved, the opening

the balance sheet of the acquiring company and the auditor's report on verification,

where applicable, the affidavit of members of participating companies

about the fact that according to the law of the State, which is governed by the companies involved, the

Auditor's report do not require,



e) interim financial statements and the auditor's report on its verification, if it was

the final accounts drawn up from information on the date, from which, at the date

copy of the draft terms of merger more than 6 months have elapsed,



(f) report of the Board of all) the participating companies or joint

the message boards of the participating companies, which are governed by Czech

law, where applicable, the affidavit of Board members participating

the company that according to the law of the State governing interested

the company, the Board of Directors reports do not require,



(g) report of the Supervisory Board) of all participating companies about the review

a merger or a joint report of the supervisory boards of the companies involved,

which shall be governed by Czech law, to review the merger or honorary

statement by the Board of Directors of the company concerned about the fact that according to the

rights of the State, which is governed by the companies concerned, the supervisory

the Council on the review of the merger do not require,



(h) report of the expert on the merger) processed



1. an expert appointed by the Court in accordance with section of 220 c of the commercial code,



2. for all interested companies registered in the territory of the United

the Republic together two experts appointed by the Court in accordance with section of 220 c

the commercial code, or



3. for all the companies involved, no matter how the law is

control by one or more experts designated by the competent authority in the

the State of the seat of some of the participating companies or of the future

registered office of a European company in article 42(2). 22 of regulation

The Council,



even) an expert pursuant to § 69 para. 6 of the commercial code, unless

part of the expert reports of the merger, and if required,



j) affidavit of members of the participating company

that the documents referred to in points (a) and (c)))) to (i) are properly available for inspection

at the headquarters of the companies involved for each shareholder at least one

a month before the fixed date of the general meeting, which decided to

approval of the merger, and



k) sworn statement members of the participating company

in accordance with article 7(2). 21 (a). (c)), and (d)) of the Council regulation, any

information on the measures taken under article 6(1). 24 Council regulation for free

provided after the desired time on the sites published in Business

journal in the notice referred to in subparagraph (b)).



(2) Establishing the European company mergers, according to the article. 31 para. 1

a Council regulation is a participating company shall submit a notary



and the draft terms of merger)



(b) proof of publication of the notice) imposing a merger into collections

the register of deeds and warning for shareholders and creditors to

their rights,



(c)) the accounts of all the participating companies for the last three years,

If the participating company during this period lasts, or such

the financial statements, the legal predecessor to the participating company

the legal predecessor, and the auditor's report on verification, where appropriate,

affidavit of Board members of a participating company that

the law of the State applicable to the companies involved control messages

Auditor not required



(d)) of the final accounts of all companies involved, the opening

the balance sheet of the acquiring company and the auditor's report on verification,

where applicable, the affidavit of members of participating companies

about the fact that according to the law of the State, which is governed by the companies involved, the

Auditor's report do not require,



e) interim financial statements and the auditor's report on its verification, if it was

the final accounts drawn up from information on the date, from which, at the date

copy of the draft terms of merger more than six months,



(f)) an expert pursuant to § 69 para. 6 of the commercial code, if required

is,



g) affidavit of members of the participating company

that the documents referred to in points (a) and (c))) to (f)) are properly available for inspection

at the headquarters of the companies involved for shareholders in the statutory

the time limits, and



h) affirmation of members of the participating company

in accordance with article 7(2). 21 (a). (c)), and (d)) of the Council regulation, any

information on the measures taken under article 6(1). 24 Council regulation for free

provided after the desired time on the sites published in Business

journal in the notice referred to in subparagraph (b)).



(3) Establishing the European company mergers, according to the article. 31 para. 2

Council regulation and draft terms of merger includes the commitment of European companies

purchase in accordance with § 220 para. 4 of the commercial code shares, which have been

exchanged for the other shares of the companies involved, the participating

the company shall be obliged to submit to the notary



and the draft terms of merger)



(b) proof of publication of the notice) imposing a merger into collections

the register of deeds and warning for shareholders and creditors to

their rights,



(c)) of the final accounts of all companies involved, the opening

the balance sheet of the acquiring company and the auditor's report on verification,

where applicable, the affidavit of members of participating companies

about the fact that according to the law of the State, which is governed by the companies involved, the

Auditor's report do not require,



d) interim financial statements and the auditor's report on its verification, if it was

the final accounts drawn up from information on the date, from which, at the date

copy of the draft terms of merger more than six months,



(e)) an expert pursuant to § 69 para. 6 of the commercial code, if required

is,



f) affidavit of members of the participating company

that the documents referred to in points (a) and (c))) to e) are properly available for inspection

at the headquarters of the companies involved for shareholders in the statutory

the time limits, and



g) affidavit of members of the participating company

in accordance with article 7(2). 21 (a). (c)), and (d)) of the Council regulation, any

information on the measures taken under article 6(1). 24 Council regulation for free

provided after the desired time on the sites published in Business

journal in the notice referred to in subparagraph (b)).



§ 9



Control measures for the protection of creditors



(1) if the European company registered office on the territory of the United

the Republic is a participating company shall submit a notary document,

where applicable, the affidavit of Board members that



and) the company has no creditors within the meaning of § 220j

commercial code,



(b)) to the creditors within the meaning of § 220j commercial code, who have applied for


ensure their claims either before the issue of the certificate,

was given sufficient security, or their claims were

met, or



(c)) all the creditors within the meaning of § 220j commercial code have given up

the right to security.



(2) where the European company registered office outside the territory of the United

the Republic is a participating company shall submit a notary document,

where applicable, the affidavit of Board members that



and) the company has no creditors within the meaning of § 17 para. 4

the law,



(b)) all the creditors within the meaning of § 17 para. 4 of the law before the end of

the periods of three months from the publication of the notification of the deposit of the merger to

collection of documents requested to ensure their claims and all their

claims are secured or satisfied



(c)) to all creditors within the meaning of § 17 para. 4 of the law, who have asked for in a timely manner

to ensure their non-receivable, was given sufficient

security or their claims have been satisfied, or



(d)) all the creditors within the meaning of § 17 para. 4 of law have given up the right to

collateral.



(3) a document or declaration referred to in paragraph 1 or 2 shall further

contain a list of the names of the creditors, who have applied for the grant of

sufficient certainty, and a description of the manner in which their claims have been

sufficiently secured, where appropriate, the reason for which applicants

excluded from the circle of persons entitled to require the provision of adequate

certainty.



(4) the company is also required to submit an affidavit

the Board of Directors that the company concerned has not issued

bonds. If a participating company has issued bonds, is required to

instead of this Declaration to submit a notary



and emission conditions)



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



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



(d) a copy of the document of the publication) of notarial certifying

a meeting of the owners,



e) sworn statement the Board of Directors of the company concerned about

the company satisfy the claims of the holders of bonds, who have applied for

their early repayment



1. within 30 days of the publication of a copy of a notarial deed of meeting

the owners, if a meeting of the owners agreed to the merger, the owners of the

bonds on the date decisive meeting, however, voted against the decision or

the meetings of owners did not vote, or



2. up to the time of submission of the application for the issue of the certificate, provided the meeting

the owners adopted a decision pursuant to § 23 para. 5 of the law on

^ 3 bonds).



(5) If a meeting of owners was not carried out for reasons on the side of the owners

bonds, though it was properly convened, the participating company is required to

submit a notary instead of the documents referred to in paragraph 4 (b). (c)) to

e) sworn statement the Board of Directors of the company concerned about this

reality, including a description of the grounds on which meetings of owners

did not complete.



§ 10



Control measures for the protection of shareholders



(1) the company is required to submit to the notary



and write from) the general meeting at least one of the foreign participating

the company, whose law does not allow a procedure similar to the application of the law

to call according to the Czech legislation, from which it follows that the General

meeting approved by the shareholders of the companies involved to take advantage of

the procedure for exercising the right to call, or



b) affidavit of members of the participating company

that are not met the prerequisites for the creation of the right to call according to the article. 25

paragraph. 3 Council regulation.



(2) if the participating company to submit the notaries documents referred to

to in paragraph 1 are fulfilled, as for the creation of the right to

call according to art. to in article 25(2). 3 Council regulation, it is the participating company

required to submit a notary instead



and) affirmation of members of the participating company

that they are not known to have been brought on the determination of reasonable

share exchange ratio of shares, the amount of the supplement, where applicable, that the proceedings of such

timely filed the lawsuit was finally stopped, or that all

beneficiaries of the right to bring an action renounced or



(b)) a copy of the actions of a reasonable share exchange ratio of shares, or

the amount of the supplement, which were against the company within a specified period.



(3) if it is apparent from the terms of the merger, as a result of the emergence of European

the company changes the legal position of the shareholders of the companies involved

so, there is an exchange of shares for the shares of a different kind, to change rights

associated with a specific type of shares, to exchange shares admitted to

trading on a regulated market for the shares, which are not accepted,

or exchange of shares whose negotiability is not limited, for the shares with the

převoditelností limited, the company concerned shall submit to the notary

the document or affidavit of Board members

companies concerned about the fact that the company has sufficient cash

devices or liquid assets, which serves as security for the

eligible shareholders, the European company duly fulfills commitment to

the redemption of shares.



§ 11



Check the fulfilment of the other conditions for the granting of a certificate



The participating company is required to submit to the notary



a) final decisions of competent State authorities, where, under the

Czech law a condition of effectiveness of the merger, or affidavit

members of the Board of Directors of the companies involved that the condition

the effectiveness of the merger, the companies involved are not no such final

the decision,



(b)), or document a sworn statement of Directors participating

the company that funds needed for payment of arrears

to call under section 220a para. 5 of the commercial code were passed to the

the person responsible for the payment of arrears,



(c)), or document a sworn statement of Directors participating

companies that need to exchange the paper shares were passed to the

a person who procures this Exchange, if it is to have a successor company

paper shares, and



(d)), or document a sworn statement of Directors participating

the company that the person authorized to conduct the records of dematerialized

stocks have received a notification of the issue of shares needed to exchange for

the shareholders of the companies involved.



§ 12



The effectiveness of the



This Decree shall take effect on the date of its publication.



Minister:



JUDr. German in r.



1) Council Regulation (EC) No 2157/2001 of 8 March 2001. October 2001 on the Statute for a

European company (SE), as amended by Council Regulation (EC) No 885/2004 of

on 26 April. August 2004, by reason of the accession of the Czech Republic,

Estonia, Cyprus, Latvia, Lithuania, Hungary, Malta, Poland, Slovenia and

Slovakia govern the regulation of the European Parliament and of the Council (EC) No.

2003/2003, Council Regulation (EC) No 1334/2000, (EC) No 2157/2001, (EC) No.

152/2002, (EC) no 1499/2002, (EC) no 1500/2003 and (EC) No 1798/2003,

European Parliament and Council decision No 1719/1999/EC, no.

1720/1999/EC, no 253/2000/EC, no 508/2000/EC, no 1031/2000/EC, no.

163/2001/EC, no 2235/2002/EC, no 291/2003/EC and Council decision No.

1999/382/EC, 2000/821/EC, 2003/17/EC and 2003/893/EC in the field of

free movement of goods, company law, agriculture, taxation,

education and training, culture and audiovisual policy and

of external relations.



2) of Council Directive 2001/86/EC of 8 June 2004. October 2001 supplementing

Statute for a European company with regard to the involvement of employees.



3) Act No. 190/2004 Coll., on the bonds.