Amendment Of The Commercial Code And The Amendment Of Certain Other Acts

Original Language Title: změna obchodního zákoníku a změna některých dalších zákonů

Read the untranslated law here: https://portal.gov.cz/app/zakony/download?idBiblio=75354&nr=351~2F2011~20Sb.&ft=txt

351/2011 Sb.



LAW



of 27 June. October 2011,



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

amended, and other related laws



Change: 340/2013 Coll. 344/Sb.



Parliament has passed the following Act of the United States:



PART THE FIRST



Amendment of the commercial code



Article. (I)



Act No. 513/1991 Coll., the commercial code, as amended by Act No. 265/1992

Coll., Act No. 586/1992 Coll., Act No. 600/1992 Coll., Act No. 283/1993

Coll., Act No. 154/1994 Coll., Act No. 84/1995 Coll., Act No. 94/1996

Coll., Act No. 142/1996 Coll., Act No. 77/1997 Coll., Act No. 15/1998

Coll., Act No. 167/1998 Coll., Act No. 359/1999 Coll., Act No. 27/2000

Coll., Act No. 29/2000 Coll., Act No. 30/2000 Coll., Act No. 105/2000

Coll., Act No. 367/2000 Coll., Act No. 366/2000 Coll., Act No. 120/2001

Coll., Act No. 239/2001 Coll., the Act No. 353/2001 Coll., Act No. 501/2001

Coll., Act No. 15/2002 Coll., Act No. 125/2002 Coll., Act No. 126/2002

Coll., Act No. 151/2002 Coll., Act No. 312/2002 Coll., Act No. 309/2002

Coll., Act No. 312/2002 Coll., Constitutional Court declared under no.

476/2002 Coll., Constitutional Court declared under no. 87/2003 Coll.

Act No. 88/2003 Coll., Act No. 441/2003 Coll., Act No. 85/2004 Coll.

Act No. 256/2004 Coll., Act No. 360/2004 Coll., Act No. 484/2004 Coll.

Law No. 499/2004 Coll., Act No. 554/2004 Coll., Act No. 179/2005 Coll.

Act No. 216/2005 Coll., Act No. 377/2005 Coll., Act No. 413/2005 Coll.

Act No 56/2006 Coll., Act No. 57/2006 Coll., Act No. 79/2006 Coll.

Act No. 81/2006 Coll., Act No. 309/2006 Coll., Act No. 261/2007 Coll.

Act No. 296/2007 Coll., Act No. 344/2007 Coll., Act No. 36/2008 Coll.,

Act No. 104/2008 Coll., Act No. 126/2008 Coll., Act No. 130/2008 Coll.,

Act No. 230/2008 Coll., Act No. 215/2009 Coll., Act No. 217/2009 Coll.,

Act No. 227/2009 Coll., Act No. 230/2009 Coll., Act No. 285/2009 Coll.,

Act No 420/2009 Coll., Act No. 152/2010 Coll., Act No. 409/2010 Coll.,

Act No. 427/2010 Coll. and Act No. 188/2010 Coll., shall be amended as follows:



1. In article 2 (2). 3 the second sentence after the word "Entrepreneur", the words ",

who is a natural person, "and after the words" in the commercial register "

the words "or to any other statutory registration".



2. In article 2 (2). 3, the second sentence is added to the sentence "the entrepreneur is obliged to

have registered premises legal reason their use all the time, when

These spaces are written as its place of business. ".



3. In article 28, paragraph 1, the following paragraph 2 is added:



"(2) the social security number is entered in the commercial register, does not, however,

in the excerpt from the commercial register or is not published in a business

journal. If the social security number listed in the schedules established in the collection

documents, published the procedure under this Act including

social security number. ".



Paragraphs 2 to 5 shall become paragraphs 3 to 6.



4. in section 28 para. 4 the first sentence with the number "2" is replaced by "3".



5. In § 32 para. 4 the first sentence, the words "binding the form" are replaced by

the words "formalities".



6. In section 35 (b). and) the words "residence and place of business if different from the

residence "shall be replaced by the words" the place of business or, in the case of physical

a person who is not an entrepreneur, her place of residence ".



7. in section 35 (d)):



"(d)) at the physical person's date of birth and social security number, if it

granted, ".



8. In § 37 para. 2, the first sentence is replaced by the phrases



"Petitioner when the application for registration in the commercial register showing the legal

the reason for the use of space, in which he placed the seat or place of business; It

does not apply if there is a legal reason detectable from the information systems

public administration or parts thereof which are public evidence,

registers or lists. The first sentence shall also apply in the case of the proposal on

alteration of the registration in the commercial register. The entrepreneur is required to have legal

the reason for the use of those premises, at all times when the premises are

registered in the commercial register as its registered office or place of business. ".



9. in section 37 at the end of paragraph 2, the following sentence "the Declaration must not be

older than 3 months and signatures on it must be officially verified. ".



10. in the section para. 38i 1 (b). k), the words ", where appropriate, the Treaty allocation

income from a business under a special legal regulation "shall be deleted.



11. In article 38i, paragraph 2 shall be deleted.



The former paragraph 3 shall become paragraph 2.



12. In article 38j para. 1 at the end of subparagraph (d)), the word "and" shall be replaced

dot and the letter e) shall be deleted.



13. At the end of paragraph § 38j 2 the words "in paragraph 1 (b). b), c) and (e)) "

shall be replaced by "in paragraph 1 (b). (b)), and (c)) ".



14. in § 38 paragraph 1 reads:



"(1) an entrepreneur registered in the commercial register shall submit, without undue

delay from onset of the operative rejstříkovému Court of the Charter

effigies of the collection of documents. ".



15. In article 38 paragraph 2. 3 the words "§ 38i para. 2 ' shall be deleted.



16. in section 59A(1). 1 the term "repayment" is replaced by "maturity".



17. in section 59A(1). 3, the word "prices" is replaced by "values" and

the word "prize" shall be replaced by the word "value".



18. in section 59A(1). 4, the words "the statutory body of the company" shall be replaced by

the word "company".



19. in section 59A(1). 5, after the words "the repayment of the in-kind contribution" is inserted

the word "significantly" and the word "directors" shall be replaced by

the word "company".



20. in section 59b of the introductory part of paragraph 1, the words "4 and" shall be deleted and the

the words "governing body of" shall be replaced by the word "company".



21. in section 59b of the paragraph. 1 (b). a) and b), the words "5%" is inserted

the word "subscribed".



22. in section 59b of the paragraph. 2 the words "the statutory body of the company" shall be replaced by

the word "company" and the words "shareholders or shareholders '

the words "who satisfies the conditions referred to in paragraph 1".



23. in section 59b of the paragraph. 3, after the words "than the original award," the words

"Although claimed to be lower".



24. In § 22 para. 1, the words ' shall be published by the company before its repayment "

replaced by the words "saves the company before its repayment to the collections

of the instruments ".



25. In § 22 para. 2 (a). (d)), the words "the size of the business share,

It Companion in company "is replaced by" EUR

taken deposit with possible emission premium ".



26. in paragraph 66, at the end of paragraph 1, the following sentence



"If the scope of the general meeting of the sole shareholder shall exercise and the

does not approve, at the request of the person who is the statutory body or its

a member of the Board or a member of another, a different moment in time disappearance of

the function ends with the performance of the functions of this person the expiry of 2 months from the date of

the delivery of the resignation of the sole shareholder. ".



27. in section 66 c shall be added to § 66d, including title and notes

line # 21:



"§ 66d



Business management credentials



(1) the statutory body of the company may delegate the business management

all or part of another company. These activities may also be

exercised in the employment relationship according to a special legal

prescription ^ 21) an employee of the company, the employee may

at the same time be a statutory body or a member of the company.



(2) when the credentials of the business management referred to in paragraph 1 shall remain unaffected

the liability of persons who are a statutory body or a member,

provided for in this law in breach of the obligation to perform this function with care

and diligence.



(3) if the activities falling under business management exercised in

employment relationship according to a special legal regulation ^ 21)

an employee of the company, which is also the statutory body

the company or its Member, a wage or remuneration from the agreement or negotiates

Specifies the body of the company, to whose jurisdiction they belong to decide on

the remuneration of the statutory body or its members.



(4) business management Credentials referred to in paragraph 1 shall not include the participation of the

meetings of the Board, making a decision on the credentials of business management,

deciding on the basic focus of the commercial management of the company or other

activities in the context of the business management of the company to which this Act or the

another law confers the exclusive competence of the Board.



21) Act No. 262/2006 SB., labour code, as amended

regulations. ".



28. in paragraph 71, at the end of paragraph 7, the words "or physical

a person who meets the General qualifications for entry in the

list of insolvency administrators and their provisions agree ".



29. in section 75 para. 2 the second sentence, after the words "proposal for the distribution of

liquidation value discussed "the words" or published in

accordance with § 75aa para. 1. "



30. the following section shall be added to § 75a 75aa, which reads as follows:



"§ 75aa



(1) If on the dissolution and liquidation of the Court of first instance and the

the liquidator has been appointed under § 71 para. 7, presented to the shareholders

or authority competent to approve the proposal for the distribution of

liquidation value and report on the disposition of the property. It must, however, without

undue delay on their copy of the Save to a collection of documents.




(2) if the liquidator is not given sufficient synergies and the liquidator

does not have enough of a basis for meeting their tax obligations, it shall notify

This fact to the Court, and the tax authorities. In this case, provide the

the liquidator of the tax assistance for the establishment of tax according to AIDS. ".



31. in section 120a para. 1 (b). (b)), the part of the sentence after the semicolon, including

the semicolon shall be replaced by "under a special legal regulation,".



32. In paragraph 120a para. 2 the term "executive head" shall be replaced by the word "company"

and the words "it shall draw up a" are replaced by the words "is developed".



33. In paragraph 2 of section 120b. 2, the words "section 161a of paragraph 1. 1 and 4 "shall be replaced by the words" §

161a para. 1 (b). section 161a), para. 2. "



34. In paragraph 143 of paragraph 1. 3 (b). (c)), the words "on the basis of the expert's report"

shall be deleted.



35. In section 161a of paragraph 1. 1 (b). (b)), the words "the subscribed capital increased

the funds, which are not under the law or the statutes, and decreased by

yet unpaid share capital "shall be replaced by ' the basic

capital, increased by the amounts referred to in § 178 odst. 2 (a). a) and b) ".



36. In paragraph § 161e 1 the words "section 161a of paragraph 1. 1 and 4 "shall be replaced by the words" §

161a para. 1 (b). a) and section 161a of paragraph 1. 2. "



37. In paragraph 161f. § 1 (b). (c)), the word "all" is replaced by

"present".



38. In section paragraph 161f 1 (b). (e)), the word "fair" is replaced by

the "reasonable".



39. In paragraph 161f. § 1 (b). f), the words "funds which are not under the law

or the statutes to shareholders, and decreased by the amount of the so far

unpaid share capital "shall be replaced by ' the amount referred to in section

178 odst. 2 (a). a) and b) ".



40. in paragraph 161f. § 5, after the words "equity" shall be replaced

"subscribed".



41. In paragraph 161 g para. 1 the words "underwriting and acquisition of shares or

interim certificates of the company "shall be replaced by" subscription, acquisition and

the adoption of the company's shares or interim certificates as collateral ".



42. In paragraph 161 g para. 1 the words "section 161a of paragraph 1. 1 and 2 "shall be replaced by the words" §

161a para. 1 (b). a) and (c)), § 161 para. 2. "



43. In paragraph 173 of paragraph 1. 1 (b). f), the words "§ 184 para. 4 "shall be replaced by

"§ 184a para. 2. "



44. In § 178 odst. 8, the words "on the date of maturity of the dividends" shall be replaced by

the words "on the date decisive".



45. In paragraph 178 at the end of paragraph 11, the following sentence



"Such a decision is not considered the decision to amend the articles.".



46. In article 183 paragraph. 2 the words "§ 184 para. 5 (b). (c)) "shall be replaced by

"§ 184a para. 3 (b). (c)) ".



47. In paragraph 183j paragraph. 3 the words "§ 184 para. 8 "shall be replaced by" section 184a

paragraph. 6. "



48. In paragraph 184, paragraph 3 reads:



"(3) the statutes or previous decisions of the general meeting may

specify the date, which is determined to participate in the general meeting. The decision of the

the general meeting pursuant to the first sentence is not considered a decision to change the

the articles of Association. The record date cannot precede the date of the general meeting of the more

than 30 days. If the company's shares are admitted to trading on a

the European regulated market is a decisive day for the participation in the general meeting

always the seventh day preceding the holding of the general meeting; the first sentence is

does not apply. Do not determine if the statutes of the company that has issued book-entry

shares which are not admitted to trading on a regulated European

market, another record day, the reference date to participate in the General

meeting is the seventh day preceding the meeting. The company,

has issued uncertificated shares shall be obliged to you no later than the date of the

the General Assembly from records of dematerialized securities listing

emissions of the decisive day. ".



49. In section 194 para. 1 the last sentence, after the words "pursuant to section 66 paragraph 1. 2 "

the words "pay for performance functions".



50. in § 196a of paragraph 1. 1, the words "or agreement, the content of which is

ensuring the commitment of these individuals, "shall be deleted.



51. In § 196a of paragraph 1. 2, the words "or securing obligations of the controlled person

controlling person ' shall be deleted.



52. In § 196a paragraph 5 is added:



"(5) the company may provide a security of persons referred to in

paragraphs 1 and 2 only with the consent of the general meeting. Approval of the General

meeting is not necessary, in the case of the provision of a security controlled

persons controlling person. ".



53. In § 196a, the following paragraph 6 is added:



"(6) if the property acquired in breach of paragraphs 1 to 3 on stolen,

It shall apply, mutatis mutandis, the provisions of section 446. ".



54. In § 202 of paragraph 1. 2 of the introductory part of the provisions in section 212 and the words "§ 184

paragraph. 5 "shall be replaced by" section 184a para. 3. "



55. In § 202 of paragraph 1. 4 at the end of the text of the letter b), the words "or

its value is determined in accordance with section 59a ".



56. In § 203 paragraph 2. 2 (a). (h)), after the words "by an expert opinion or expert"

the words "or its value determined in accordance with section 59a".



57. In paragraph 218 and 260, the words "75b" shall be replaced by "75 c a".



58. In paragraph 263 para. 1 the term "355.0" is deleted.



59. In paragraph 386 of paragraph 1. 1 reads as follows:



' (1) in relations governed by this law can by agreement waive the right to

compensation for damages or to limit this right even before the violation of obligations from which the

the damage may arise. Prior to the breach, which may damage

arise, however, cannot give up the right to compensation for damage caused intentionally

Neither is the right limit. ".



Article. (II)



Transitional provision



The index, at the request of the courts, whom it refers to, deletes from the collections

the instruments of specimen signature of the person authorized to act on behalf of the legal person,

specimen signature of the head of the structural unit of a legal person and the Treaty

the distribution of income from the business, if these documents were based to

collection of documents prior to the effective date of this Act.



PART TWO



Amendment to the Trade Licensing Act



Article. (III)



In section 6 (1). 3 of Act No. 455/1991 Coll., on trades in

amended by Act No. 283/1995 Coll., Act No. 359/1999 Coll., Act No.

167/2004 Coll., the Act No. 216/2006 Coll., Act No. 270/2007 Coll. and act

No 130/2008 Coll., the first sentence is replaced by the phrase "the integrity of the

for citizens of the Czech Republic demonstrated by a statement of convictions,

in people who are citizens of another Member State of the European Union, papers

According to § 46 para. 1 (b). and) and in persons who are not citizens of the United

Republic or another Member State of the European Union, the documents referred to in section 46

paragraph. 1 (b). (b)) and a statement of criminal records ".



PART THREE



cancelled



Article. (IV)



cancelled



PART FOUR



The EFFECTIVENESS of the



Article. In



This Act shall take effect on 1 January 2000. January 2012.



Němcová in r.



Klaus r.



Nečas in r.