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.
