Changing The Law On Transformation Of Business Companies And Cooperatives

Original Language Title: změna zákona o přeměnách obchodních společností a družstev

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355/2011 Sb.



LAW



of 27 June. October 2011,



amending Act No. 125/2008 Coll. on transformation

companies and cooperatives, as amended, and other

related laws



Parliament has passed the following Act of the United States:



PART THE FIRST



Changing the law on transformation of business companies and cooperatives



Article. (I)



Law No. 125/2008 Coll. on transformation of trade companies and cooperatives,

as amended by law No 215/2009 Coll. and Act No. 227/2009 Coll., is amended

as follows:



1. § 1, including footnote No 1 is added:



"§ 1



(1) this Act regulates the conversion of commercial companies (hereinafter referred to as

the "company") and cooperatives, and incorporates the relevant provisions of the European

Union ^ 1).



(2) the conversion for the purposes of this Act, the merger of the company or

cooperative distribution companies or cooperatives, the transfer of assets to

partner, change of legal form and cross-border transfer of the seat.



(3) in the cases referred to in paragraph 2 shall be governed by the provisions of this

the law. If some of the questions addressed by these provisions, the

provisions of the Act, which regulates the legal relations of business

companies and cooperatives.



1) directive of the European Parliament and of the Council of 2011/35/EU of 5. 4.2011

mergers of public limited liability companies (codified version).



Sixth Council Directive 82/891/EEC of 17 May. December 1982, based on the

article. paragraph 54. 3 (b). g) of the Treaty, of the Division of public limited liability companies.



Article. 3 European Parliament and Council Directive 2007/63/EC of 13 April 2004.

November 2007 amending Council Directives 78/855/EEC and 82/891/EEC,

as regards the requirement for an independent expert's report in the case of a merger or

the Division of public limited liability companies.



Article. 3 European Parliament and Council directive 2009/109/EC of 16 December 2002. September

2009 amending Council Directive 77/91/EEC, 78/855/EEC and 82/891/EEC and

Directive 2005/56/EC as regards requirements for reporting and

the documentation in the case of mergers and divisions.



European Parliament and Council Directive 2005/56/EC of 26 July 2000. 10.2005

cross-border mergers of limited liability companies.



Article. 4 European Parliament and Council directive 2009/109/EC of 16 December 2002. September

2009 amending Council Directive 77/91/EEC, 78/855/EEC and 82/891/EEC and

Directive 2005/56/EC as regards requirements for reporting and

the documentation in the case of mergers and divisions.



Article. 2 to 13, art. 27 para. 2 and 3 of the second Council Directive 77/91/EEC of

13 December 1976 on coordination of safeguards which are on

the protection of the interests of members and third parties required in the Member States

from companies within the meaning of article 3(1). 58 the second subparagraph of the Treaty when the

the establishment of limited liability companies and the maintenance and modification of their

capital, in order to achieve equivalence of those measures.



Article. 1 (1)), 2) and 8) European Parliament and Council Directive 2006/68/EC

of 6 May 1999. September 2006 amending Council Directive 77/91/EEC as regards the

on the formation of public limited liability companies and the maintenance and alteration of their basic

capital.



Article. 1 European Parliament and Council directive 2009/109/EC of 16 December 2002. September

2009 amending Council Directive 77/91/EEC, 78/855/EEC and 82/891/EEC and

Directive 2005/56/EC as regards requirements for reporting and

the documentation in the case of mergers and divisions.



Article. 11 and 21 of Council Directive 2003/109/EC of 25 March 2002. November 2003 on the

the legal status of third-country nationals who are

long-term residents.



Article. 24 European Parliament and Council Directive 2004/38/EC of 29 April 2004.

April 2004 on the right of citizens of the Union and their family members to

to move and reside freely within the territory of the Member States, amending Regulation (EEC)

No 1612/68 and repealing directives 64/221/EEC, 68/360/EEC, 72/194/EEC,

73/148/EEC, 75/34/EEC, 75/35/EEC, 90/364/EEC, 90/365/EEC and 93/96/EEC. '.



2. paragraph 2 is added:



"§ 2



(1) Commercial property entrepreneur who is a natural person, for

the purposes of this Act, the assets (things, claims and other rights and

the money which they have adopted other values), which belongs to the entrepreneurs and is used or

It is intended for his business. Assets entrepreneurs, that is

a legal entity means any of his assets.



(2) for the purposes of this Act shall file in the assets and liabilities

incurred by the entrepreneurs, who is a natural person, in connection with the

business referred to as business assets (hereinafter referred to as "a fortune"). Equity

the entrepreneur, who is a legal person, its file is all

assets and liabilities.



(3) the obligation of disclosure provided for in this law is true

their publication in the commercial bulletin. ".



3. in section 3, paragraph 2 reads as follows:



"(2) the Entrepreneur shall for the purposes of this Act, the



and) a person registered in the commercial register,



(b)) a person who conducts business on the basis of trade licence,



(c) a person who conducts business) based on other than a trade licence

under special legislation,



d) person who operates agricultural production and is registered in the register of

under special legislation, or



(e)) a foreign person (section 59b), which has the right to do business in another Member

State other than the United Kingdom. ".



4. in article 3, the following paragraph 3 is added:



"(3) the Person interested in the conversion for the purposes of this Act, the



and when the merger or Division) of the participating company or concerned

cooperative (section 63 and 246),



(b)) in the transfer of assets to the company being acquired and the acquiring shareholder

Companion,



(c)) when you change the legal form of the company or team changing its legal

form, or



(d)) for cross-border transfer of foreign legal entity

transferring its registered office in the Czech Republic or the Czech company or

transferring its registered office to another team member State other than the United

Republic. ".



5. section 4 reads as follows:



"§ 4



(1) if it has not been started with a distribution of liquidation value, it is

conversion company or cooperative permissible even in the event that the company

or team have already entered into liquidation,



and shareholders) by decision of the general meeting or meeting of members,



(b)) the expiry of the period for which it was founded,



(c)) the achievement of the purpose for which it was established, or



(d)) by a court decision on the abolition of the company or of the liquidation team,

If the Court annulled its decision on the dissolution of the company or

of the cooperative.



(2) Acts towards the conversion of companies or cooperatives that are in

disposal, provides statutory authority for this company or cooperative.



(3) Converts to a company or cooperative, which are in liquidation of the

the ground provided for in paragraph 1 (b). (b)), or (c)), and that do not have when you

the conversion of the crease, the project must also include the change of the social transformation

contract or articles of Association relating to the period of their duration or the purpose for

which they were based.



(4) Converts to a company or cooperative, which are in liquidation of the

one of the reasons mentioned in paragraph 1, the liquidation is terminated on the date on

When the companions or the competent authority approved the company or cooperative

the conversion.



(5) the liquidation shall be renewed on the day of the decision of the Court of

the invalidity of the



and) project conversion, or



(b)), the General Assembly resolution on the approval of the conversion, the resolutions of the members ' meeting

for approval of a conversion, the resolution of the Assembly of delegates for approval of a conversion,

the decision of shareholders outside the general meeting for approval of the conversion,

the decision of the sole partner for approval of a conversion, or consent

Associates a public company or limited partnership with

conversion (hereinafter referred to as "the annulment of the decision of approval of conversion").



(6) disposal of renewing and



and date) time shall expire 12 months after the applicable date of merger, Division

or transfer of property to a shareholder, if not at this time a proposal on

registration of the merger, Division or transfer of assets to the partnership business

the register,



(b)) the acquisition of the decision of the Court shall reject the application for registration

the conversion in the commercial register, or



(c)) on the day on which expires the period of three months from the date of acquisition of legal power

judgment of the Court will reject the application for registration of converted into the commercial

the register, unless within that period an application for registration of the same conversion

again. ".



6. in paragraph 4, the following paragraph 4a is inserted:



"§ 4a



(1) the Court shall revoke its decision on the dissolution of the company or cooperative on the

design companies or cooperatives, which participate in the conversion, if



and the reason has ceased to exist) that was cancelled, the company or cooperative

(b)) the company or team have not yet been purged from the business

Register and (c)) the Court is presented with a project drawn up by persons

involved in the transition.



(2) If a liquidator of the company or cooperative appointed by the Court to the

the design of this company or cooperative, in cases other than in

the context of the Court decision on the dissolution of the company or cooperative,

the Court may, on a proposal from that company or cooperative, annul the decision

of shareholders, the general meeting or meeting of a dissolution of the company

or cooperatives. Proposal for draft terms of conversion shall be attached, drawn up

persons involved in the transition.



(3) if the Court decides in accordance with paragraph 1 or 2, the effects referred to in paragraph 4 of the

paragraph. 4 there will be, until the decision acquires legal force. ".



7. section 5 is added:



"§ 5




Conversion company or cooperative is permissible, even if it is

insolvency proceedings, as well as in the event that the decision on

bankruptcy. ".



8. in paragraph 5, the following paragraph 5a is inserted:



"§ 5a



(1) if the opening balance sheet of the acquiring company with limited liability

limited or public limited liability companies shows that the total loss

the acquiring company as a result of the conversion of such reaches above, that when the

the payment of funds accumulated loss

at least half of the share capital or it can be used with regard to all

the circumstances assumed effective date of conversion cannot be greater than the

copy of the project of conversion and conversion can be registered in the commercial

the register, only if the persons involved in the transformation of the expert shall be documented

opinion of the Court, from which it is apparent that the conversion will not cause the decline of the acquiring

the company.



(2) are not complied with the requirements set out in paragraph 1 and the conversion will be

still, registered in the commercial register, the Court's own motion the acquiring

the company will cancel and order its liquidation, unless the opinion pursuant to

paragraph 1 has been submitted to, but not later than in the course of the proceedings. ".



9. In paragraph 6, the word "business" is deleted.



10. In paragraph 6 of the present text shall become paragraph 1 and the following

paragraph 2, which reads as follows:



"(2) unless it is a conversion, involving only one person can be

decide to cancel the conversion, which was approved by all persons

involved in the conversion, just in case there was a legal fact, with

which is linked to the disappearance of the commitments of the project of conversion. ".



11. paragraph 7, as follows:



"section 7 of the



Companion or the person involved in the conversion may waive the manner

referred to in section 9



and the right to call)



(b) the right to exchange the shares) when the merger or Division,



(c)), the right to compensation,



(d)) the right to buy back its shares when the merger or Division of public limited liability

the company,



(e)) the right to bring the proposal to determine the invalidity of the project of conversion and the proposal for the

no invalidity decision on approval of the conversion,



f) in the case of a shareholder of the company with limited liability, rights on the

sending documents in the conversion of limited liability company; If

the companion gave up their right to send documents, it shall be deemed that the

He gave up the right to send all the documents provided for in this Act, or



g) other rights, even those which arise in the future, if he provides

is this Act in connection with the conversion of companies or cooperatives,

If this law does not provide for something else. ".



12. in paragraph 7 the following new section 7a, which including the title:



"§ 7a



A waiver of the share Exchange



(1) a resignation of a partner or the right to exchange a share, expires on the date

registration of the merger or the Division in the register of its participation in the

of the company, without the right to settle and does his participation in the

the acquiring company or cooperative. When separation remains

partner or a member of the distributed by companies or cooperatives. This is not a

without prejudice to the provisions of § 249 para. 2 and 3.



(2) if the resignation of a partner or a member of the rights referred to in paragraph 1,

participation in the company or the company being divided or team is when you

processing of merger or Division, or not taken into account for the purposes of

the determination of the exchange ratio of shares.



(3) waiver of the right to exchange the shares after the copy of the project of conversion shall

prohibited.



(4) the shareholder company with limited liability or joint-stock company

cannot waive the right to exchange the share, if in each of the acquiring

the company didn't stay at least 1 companion.



(5) the companion to a public company or limited partnership

cannot waive the right to exchange the share, if in each of the acquiring

the company didn't stay at least 2 companions. ".



13. section 8 reads as follows:



"section 8



Companion or the person involved in the conversion may give consent

the manner set out in section 9, any report relating to the

conversion, required by law, will not be drawn up, unless it is a

report on the audit of the financial statements. ";"



14. in § 9 para. 1 the words "participating company or a member of

the participating cooperatives "shall be replaced by" or the persons involved in the

the conversion ".



15. in section 9 is at the end of paragraph 2 the following sentence "this does not affect

the provision of Section 7a para. 3 to 5. ".



16. section 10 reads as follows:



"§ 10



(1) Applicable on the date of the merger, Division or transfer of assets to the partnership (hereinafter

"record date") means the date from which the transactions of the

the company or companies being acquired or cooperative or cooperatives

or distributed by companies or cooperatives shall be deemed for accounting purposes

for the acts carried out on behalf of the acquiring company or cooperative

or the recipient companies or cooperatives or the successor

Companion.



(2) when separation occurs the effects referred to in paragraph 1 only

in relation to the negotiations relating to the assets or liabilities which

According to the project go to the acquiring company or

team.



(3) the effective date of conversion cannot precede by more than 12 months in

which will be filed for registration of the conversion in the commercial register. As

effective date of conversion may be determined by the date of registration of the merger,

the Division or transfer of assets to the partnership in the commercial register. ".



17. in paragraph 11 (1) 2, after the word "If" the words "the last good

or extraordinary financial statements, where applicable ", the word" takeover "

replaced by the word "transfer" and the word "preparation" shall be replaced by the word

"copy".



18. in article 11, the following paragraph 4 is added:



"(4) the provisions of paragraphs 1 to 3 shall not apply when the transfer of assets to the

the successor of a shareholder who is not an entity. ".



19. in article 11, the following new sections 11a and 11b shall be inserted:



"§ 11a



(1) interim financial statements in accordance with § 11 para. 2 is not required for people

involved in the conversion, if published half-yearly financial report

under the law governing the capital market and

expose it to the shareholders or members in the manner prescribed by this

by law for the interim financial statements.



(2) interim financial statements in accordance with § 11 para. 2 also does not require

If all the members of all persons involved

on the transformation of the permission.



section 11b



If the opening balance sheet of the enterprise for the purpose of conversion

companies or cooperatives, must be connected to a comment in which

It is described, in which the opening balance sheet items were taken items

resulting from the final accounts of the persons involved in the

conversion or how to otherwise have been loaded. ".



20. section 12 reads as follows:



"section 12



(1) the conversion of all persons involved in the transformation of the validate final

financial statements or interim financial statements by the Auditor, if

at least one of the persons involved in the conversion has to verify

the final financial statements or interim financial statements by the auditor.



(2) if they have the duty to verify the final accounts auditor

all persons involved in the transformation of leading accounting, are

all of the acquiring company or cooperative, or transposing

partner or company or cooperative after the change of legal form must

Let them verify the opening balance sheet auditor. ".



21. in paragraph 13, the word "business" is deleted.



22. in article 13, the following new section 13a and 13b are inserted:



"§ 13a



This Act imposes an obligation to purchase the share or to pay a share of the

the company being acquired or acquiring company or cooperative, its

the price or amount of the settlement on the date on which the shareholder participation in the

of the company or membership in the cooperative member, unless otherwise specified in this

the Act of something else.



§ 13b



The valuation for the purposes of this Act are permitted only in General

recognized objective valuation method corresponding to the purpose of the awards, for which

the valuation is performed. ".



23. section 14 reads as follows:



"section 14



(1) the conversion of the company or of the cooperative shall be carried out according to a written

project conversion.



(2) the change in the social contract, memorandum or articles of Association, to which the

occurs as a result of the conversion, the occurs on the basis of the amendments contained in the

the project of conversion on the date of registration of the conversion in the commercial register.

Provisions of the Act, which regulates the legal relations of business companies

and cooperatives, to change the social contract, memorandum or

the statutes shall not apply in these cases.



(3) the provisions of the Act, which regulates the legal relations of business

companies and cooperatives, on the procedure for the formation and incorporation

or to the conversion of a cooperative shall not apply, unless so provided by law.

The founding documents are replaced by project transformation. ".



24. section 15 reads as follows:



"§ 15



(1) the draft terms of conversion shall prepare a person involved in the transition. If a person

on the transformation of the person concerned is a legal, secures compliance with this

the obligations of statutory authority. Draft terms of conversion shall be signed by all the persons

involved in the transition.



(2) the date of the conversion project is the day when the conversion project


meets all the requirements of the legal act required by this Act.



(3) the draft terms of conversion shall



and) be approved in the same terms the partners or members of the people

involved in the conversion of their general meetings of Member

meetings of the manner provided by law, if such approval

requires



(b) contain the information required by law) and



(c)) to be approved, as amended, which was published in accordance with § 33 or

published under section 33a; the provisions of § 7a, 72, 252 and 362 are not

without prejudice to the; correction of obvious errors in the writing and in the project of conversion shall

is not considered a change to its wording.



(4) the draft terms of conversion takes the form of a notarial act,



and if) does not require the approval of this Act referred to in paragraph 3 (b). and)

all persons involved in the conversion, or



(b)) in the case of the project of conversion of a public company or

the limited partnership. ".



25. in article 15, the following new section 15a to 15 c, including the following titles:



"§ 15a



(1) if required to transform one or more administrative authorities

under special laws or by the directly applicable provisions of the European

the Union may be an application for registration of the conversion in the commercial register submitted to

After the decision, which has given consent to the project

the conversion of most of them. The acquisition of the decision of any

the competent administrative authority, which does not grant consent to the conversion, the

project cancelled. The legal effects of the project of conversion of no longer exist

the date on which such a decision of the administrative authority by a court decision

finally cleared.



(2) if the consent of the administrative authority the presumption with the project

transformation under special legislation, or by directly

of the applicable legislation of the European Union, it is for the creation of the right to submit a proposal on the

registration in the commercial register pursuant to paragraph 1, the decisive date from

which the presumption of consent applies.



section 15b



The cancellation of the project of conversion of



(1) the draft terms of conversion shall be repealed on the day also



and) final court decision which rejected the application for registration of the conversion

in the commercial register,



(b)) in which the period of 12 months from the effective date of the merger, Division or

transfer of assets to the partnership, if at this time of an application for registration of

the merger, Division or transfer of assets to the partnership business

the register, or



(c)) in which the period of 3 months from the date on which the decision

the Court rejects an application for registration in the commercial register, transformed

unless within that period an application for registration of the same transformation again.



(2) the person interested on the conversion, which caused the cancellation of the project

the conversion of any of the operations referred to in paragraph 1, shall be responsible for any damage,

that result.



§ 15 c



Changes in the persons of members referred to in the conversion project



(1) if at the time of the publication of the project of conversion pursuant to section 33 or its

publication in accordance with § 33a into the registration of the conversion in the commercial register to the

change in the person of a shareholder or member of a person involved in the transformation of that

It is listed in the project of conversion shall not constitute such a change for change

project.



(2) a person involved in the transform are required to change in the person of companion

or its member without undue delay after it is brought to their attention,

report the same way as published under section 33 or altarpieces

According to section 33a of the conversion project.



(3) if required by a change in the person of a shareholder or member of a person

involved in the conversion, whose market share is, in the company being acquired

or the team or in the acquiring company or cooperative agreement

partners or members, or by the competent authority of the company or

cooperatives, paragraph 1 shall apply only if



and shareholders or members of) the competent authorities responsible for approval of the conversion in the

all persons involved in the conversion will be about the change in the person of companion

or member informed at the latest on the approval of the project of conversion and the



(b) with a change in) the consent of the person or a member of a partner grants to

required majority along with the approval of the project of conversion.



(4) the consent referred to in paragraph 3 may be granted after approval of the project

conversion, if a change in the person of a shareholder or member, occurred in the period from

approval of the project of conversion into the registration of the conversion in the commercial register.



(5) if there is a change in the person of a shareholder or member, pursuant to paragraphs 1 to

4, amended the draft terms of conversion so that the place of the existing shareholder or

Member, started his legal successor. The statutory body of the participating

companies or cooperatives, in which there was a change in the person of companion

or member, or a statutory body of the company or cooperative, which amended

its legal form, shall draw up the full text of the project of conversion and delivers it to the

without undue delay, to the other parties involved in the transition.



(6) the full text of the project of conversion and the full text of the social contract,

the memorandum or articles of Association, together with documents proving the change

in the person of a shareholder or member shall be attached to the application for registration of conversion to

commercial register. ".



26. section 4 reads as follows:



"section 16 of the



(1) the conversion of public companies and limited partnerships must

be agreed to by all partners. The signature of the partnership must be officially

authenticated.



(2) the signature of a partner on the project of the conversion are viewed as consent

in accordance with paragraph 1. ".



27. in section 17(2). 1 the words "; the provisions of §§ 18 and 19 are not

without prejudice to the "be replaced by" unless otherwise provided by this law is something else ".



28. in § 17 paragraph 2. 2 the words "; the provisions of § 249 para. 2 this is not

without prejudice to the "be replaced by" unless otherwise provided by this law is something else ".



29. in paragraph 17, the following paragraphs 4 and 5 are added:



"(4) if the General Assembly does not approve the conversion, in the notarial registration must

be mentioned shareholders, who voted for the approval of the

conversion.



(5) in the official minutes of the decision of the general meeting to approve the merger or

the Division must be mentioned by people who voted against

approval of the merger or the Division. ".



30. in section 18 para. 1, after the words "notarial acts", the words "of the

legal act "and the words" to its offices "are deleted.



31. in section 18 para. 2, the second sentence shall be deleted.



32. In article 18, the following paragraph 3 is added:



"(3) the provisions of § 19 para. 2 about disagreeing with the transformation to a partner

apply mutatis mutandis, if the notice of its disapproval within the time limit referred to in paragraph 1.

Included in the notice of opposition with the transformation can also be a performance

shareholder of the company pursuant to § 376. If it is not part of the notice of

disagreeing with the transformation of a partner and his departure from the company, you must

be pursuant to section 378 appearances delivered to the company no later than 30 days

the date on which the shareholder learned of the fact that the decision of the general meeting of

the conversion was adopted, on the basis of the notification referred to in paragraph 2. '.



33. In § 19 para. 1, the second sentence shall be deleted.



34. In section 19 para. 2, the word "procedure" shall be deleted, the words "opt out of

the conversion of ", the words" within the period provided for in paragraph 1 "and the words" form of

notarial acts, whose annex is a project of transformation, with which the companion

do not match "are replaced by the words" in writing ".



35. In paragraph 19, the following paragraph 3 is added:



"(3) included in a notice of opposition with the transformation can also be a performance

shareholder of the company pursuant to § 377. ".



36. In § 20 paragraph 1 reads:



"(1) If, as a result of the merger or Division has the rights

members or some of them, or if as a result of the merger or

distribution of all or some partners have created a new

obligations, requires the merger or to divide the consent of all

members whose legal status the following amended. ".



37. In section 20, the following paragraph 5 is added:



"(5) the consent of a partner referred to in paragraphs 1 to 4 may be granted

vote at the general meeting that will decide on the conversion, or outside

General meeting of the procedure laid down in article 18 or 19. ".



38. In section 21 para. 2 the words "; the provisions of § 249 para. 2 this is not

without prejudice to the "be replaced by" unless otherwise provided by this law is something else ".



39. In paragraph 21, the following paragraphs 5 and 6 are added:



"(5) if the general meeting of the exchange ratio, with uneven distribution

According to section 22 para. 2 does not approve, in notarial registration must be specifically

listed shareholders, who voted to approve the conversion, with an indication of

the number or numbers of the species, forms and nominal value of the shares to which

voted as follows.



(6) in the official minutes of the decision of the general meeting to approve the merger or

the Division must be mentioned by people who voted against

approval of the merger or Division, with the indication of the number, or numbers,

the type, form and nominal value of the shares to which the following affirmative. ".



40. section 22 reads:



"§ 22



(1) the Division of public limited liability companies with uneven exchange ratio

shares must be approved by at least 90% of the votes of all the shareholders of the company

or distributed by the company. If the company being acquired or split.

the company has issued several classes of shares, it is required to achieve that majority for

each type of shares separately. The provisions of the Act, which governs the legal

ratios of commercial companies and cooperatives, on the prohibition of the exercise of voting


the rights to vote of the Division, with uneven exchange ratio

do not apply.



(2) if the condition referred to in paragraph 1 are not met, and the General Assembly was

quorum, the shareholders, who were not present at the General

meetings, express their consent with the distribution with unequal Exchange

the ratio of stocks outside the general meeting. The consent of the shareholders must take the form of

notarial acts an Act whose annex is a project Division

and the company must be delivered within a period of 1 month from the date on which the

the general meeting for approval of distribution with unequal exchange ratio

shares.



(3) if the General Assembly resolution adopted on the basis of additional

the consent of the shareholders granted outside the general meeting, the Board of Directors shall notify the

its adoption in the manner laid down for convening the general meeting within 15 days from the

its adoption.



(4) a shareholder who was not present at the general meeting that

of the Division, with uneven exchange ratio, has a right to withdraw from

the company under this Act, or to sell the shares of the acquiring

the company under this Act only if the expressed its disagreement with the

the Division within the time limit referred to in paragraph 2; the manifestation of the will of an unmatched

shareholders must take the form of a notarial deed on the legal action.



(5) the notice of disagreement with the Division can also be a performance

the shareholders of the company under section 318. If it is not part of the notice of

dissent shareholders with the distribution of his performances, must be

performances of the company pursuant to § 318 delivered to the company no later than

within 30 days from the day on which the shareholder learned of the fact that the resolution of the General

meeting on conversion was adopted, on the basis of the notification referred to in paragraph 3. '.



41. In paragraph 1 of article 23. 2 the words "; the provisions of § 249 para. 3 and section 384 by

not prejudice "are replaced by the words" unless otherwise provided by this law

another ".



42. under the first title III the following new part 5 part 6, including

Title:



"Part 6



Some of the provisions concerning the content of notarial entries



§ 23a



(1) If a notary a notarial instrument of approval of the conversion by the General

Assembly, the membership meeting or Assembly of the delegates of the parties involved

on conversion, contains the notarial deed of the decision body of a legal person

In addition to the Declaration the notary according to the notarial regulations also



and notary, statement) project is in accordance with the laws

regulations and the founding document of the persons involved in the conversion, or



(b) a notary that) the Declaration in line is not.



(2) If a notarial deed, the notary on the legal act on approval of the

the conversion of a partner or the sole member, contains such a notarial

write a declaration the notary that attests and certifies the existence and

compliance with the legislation of all the legal acts and formalities, to which

a person is interested in the transformation required for decisions on the approval of the

the project of the conversion, including the conversion, and that the approval of the conversion is in accordance with the

legislation and the founding document of the persons involved in the

the conversion. If these prerequisites are not fulfilled and the notaries is drafting a

a notarial act still required such notarial deed, the notary draws up a

and containing also its declaration that the prerequisites are not met.



(3) If a project take the form of a notarial deed on the legal act,

contains such notarial deed a declaration the notary that the project

the conversion is in accordance with the legislation and the founding document

persons involved in the transition. If a notary is required to authenticate a

the conversion project, which is not in accordance with the laws and

the founding document of the persons involved in the conversion, the notary notary

writing about the project transformation draws up and presents in its Declaration on the

the fact that the draft terms of conversion in this line is not.



43. the following section is inserted after section 23a, 23b, which reads as follows:



"section 23b



In the cases referred to in § 17 paragraph 2. 4 or § 21 para. 5 shoots

the decision of the notarial deed of legal persons pursuant to the provisions of

notarial procedure, even if the conversion has not been approved. ".



44. section 24 reads as follows:



"§ 24



(1) statutory authority of each of the legal entities participating in the transformation of the

is required to handle a detailed written report on the conversion (hereinafter referred to as

"the report on the conversion of"), in which it will explain the draft terms of conversion.



(2) the report on the conversion must contain at least



and share exchange ratio of shares) the justification of the legal and economic

point of view, there is an Exchange, and clarification of the criteria used

for the distribution of shares in the recipient companies or cooperatives in the

distribution,



(b) justification of any supplements),



c) explanation of the measures in favour of the owner of each species of valuable

securities issued by a person involved in the conversion,



(d) a description of the difficulties that) occurred in the valuation of, or an indication that the

no difficulties were encountered,



(e)) position of economic and legal changes, shareholders or members

including changes to the scope of liability of shareholders of companies or members of cooperatives

or some of them, if the scope of the liability of the shareholders or members of the

or some of them, and



(f) the impact of the conversion to the lender) persons involved in the conversion, in particular from the

the standpoint of collectability of their claims. ".



45. section 25 shall be deleted.



46. In § 26 para. 1 the words "participating companies, or

the team "are replaced by" a person involved in the conversion of "and the words

"the participating companies or cooperatives" shall be replaced by "persons

involved in the transformation ".



47. In section 26 para. 2, after the words "statutory authority" the words

"a legal person involved in the transformation".



48. In the introductory part of paragraph 27, the words "does not purchase" shall be replaced by

the words "may not be processed."



49. In section 27 (d)):



"(d)) to all the members of all persons involved in

the conversion of permission. ".



50. section 28 is added:



"section 28



The expert must be appointed by the Court, if this law requires



and valuation) persons involved in the transformation of expert, on a proposal from the

This person,



(b) review of the project of conversion of an expert), on the request of the person concerned

on conversion,



(c) review of the level of a reasonable settlement) in transfer of assets being acquired

company with limited liability or joint-stock company on

the successor of a shareholder by the expert, on the proposal of the company,

or



(d) review of the adequacy of the amount of the purchase) stock prices, or the adequacy of the

the amount of the share of the settlement provided by the shareholders in a merger, if it has

Division or change of legal form the right to buy back its shares or the right to

to withdraw from the joint-stock company procedure under this Act, on the

proposal for a person involved in the conversion, in which the participation of the shareholders shall cease to exist. ".



51. section 29 reads:



"§ 29



(1) a proposal for the appointment of a joint expert for more persons involved in the

the conversion given together all these people.



(2) the proceedings for the appointment of an expert or an appeal are the appellant

and the person or persons proposed for appointment or revocation of an expert. Court

It is not bound by the proposal of the applicant. ".



52. In paragraph 30 of the present text shall become paragraph 1 and the following

paragraph 2, which reads as follows:



"(2) the Court also revokes the appointed expert on proposal of the person

certify the urgent legal interest, if the expert is a serious breach

their obligations. In this case, the party to the proceedings as well as the one who

appointment of an expert to be revoked, he said. ".



53. in paragraph 32, the following new section 32a is inserted:



"section 32a



The person interested in the conversion is required to provide experts for

review of the project of conversion of all the information and documents that the expert

considers it necessary to fulfill its task. ".



54. section 33 is added:



"§ 33



(1) If a person is interested in the transformation of the registered in the commercial register,



and the collection of documents) saves the commercial register (hereinafter referred to as "collection

of deeds ") at least 1 month before the date on which the conversion is to be approved by the

manner prescribed by law, the draft terms of conversion and



(b) publish notice of the imposition) of the project of conversion of the collection of documents and

notice to creditors of their rights under section 35 to 39 at least 1

a month before the date of the conversion is to be approved in the manner prescribed

This Act.



(2) the company being acquired or cooperative when the merger or Division may

the obligations referred to in paragraph 1 to meet the recipient company or

team.



(3) for violation of the obligations referred to in paragraph 1 shall be those persons who

are the statutory body of the person involved in the conversion of or its members,

jointly and severally liable with that person. ".



55. in paragraph 33, the following new section 33a to 33 c shall be inserted:



"§ 33a



(1) the provisions of § 33 shall not apply if the person concerned on the conversion

Publish draft terms of conversion and a warning for lenders on their rights

According to § 35 to 39 in a way allowing remote access, which is for

free to the public, so that the information is available in a simple

After entering your e-mail address in a way persons involved in the conversion of

(hereinafter referred to as the "website"), for at least 1 month before the date on


When the conversion is to be approved by the manner prescribed by law, up to the

the period of one month after its approval or disapproval.



(2) if the conversion is approved, the person shall so notify the

participating on the conversion, which published the draft terms of conversion referred to in paragraph

1, without undue delay on the website no later than the following

day, for a minimum period of 1 month. The same applies if there is a cancellation

the decision on the conversion or conversion project.



(3) If for any reason whatsoever to interrupt access to the continuously

website for longer than 24 hours, the person interested on the

the conversion required to file draft terms of conversion not later than the next

working day of the collection of documents, and as soon as practicable, publish

information according to § 33 para. 1 (b). (b)).



(4) the person interested on the conversion, which will publish the draft terms of conversion,

publish at least 1 month before the date on which you want the transformation

approved manner provided by law, a link to access the

the Internet site on which the project is published, and the date of the conversion

the publication of the project of conversion on the website.



section 33b



The use of the person concerned on the conversion procedure under § 33a, sufficient

way to secure the site and published documents must affix the

an advanced electronic signature based on a qualified

a certificate issued by an accredited certification service provider

(hereinafter referred to as "advanced electronic signature") or electronic marker

based on a qualified system certificate issued by the

an accredited certification service provider (hereinafter referred to as "recognised

email mark ").



§ 33 c



For violation of the requirement to publish the draft terms of conversion pursuant to section 33 or

publish by 33a, for violation of the obligations referred to in section 33b or

violations of the obligation to notify the disapproval of conversion, annulment of the decision of the

conversion or conversion project on the website in a timely manner and for the authenticity of

and completeness of the made available the document correspond to persons who are

the statutory body of a legal person involved in the conversion of or its

Members, jointly and severally liable together with the person. ".



56. In § 34 paragraph 1. 1 the first sentence, the words "of the participating business

companies or cooperatives "shall be replaced by the words" persons concerned

the conversion "and at the end of the text of the first sentence, the words" or the publication of the

the project of the conversion of way in accordance with § 33a. "



57. In article 34 paragraph 2 reads as follows:



"(2) the person participating in the transformation of information be granted if



a) the disclosure would cause major damage to the person

involved in the conversion or controlling or controlled by the person,



(b)) this information is the subject of a trade secret or



(c)), the law governing classified information under the classified

information. ".



58. section 35:



"§ 35



(1) the creditors of persons involved in the conversion of his trade who logs on

claims within 6 months from the date of the registration of the conversion in the commercial

the register became effective against third parties, may require the provision

sufficient certainty, if as a result of the transformation will worsen the recoverability

of their claims. The mere lapse of the time limits this right ceases to exist.



(2) in the absence of the person concerned between the lender and the conversion to the agreement

about how to secure the claim, decide on detention by a Court of

regard to the type and amount of the claim.



(3) if the creditor demonstrates that, as a result of the conversion of substantial

manner will reduce the recoverability of the receivables and the person interested in the conversion of

did not provide reasonable assurance, may require the provision of adequate

certainty before registration of the conversion in the commercial register.



(4) the person interested in converting, receiving public support, is

shall, not later than the date of publication of the project of conversion pursuant to section 33 or

its publication in accordance with § 33a announce start cooking conversion

the public aid, unless otherwise provided by special law

something else. ".



59. In article 37, paragraph 1 reads:



"(1) the owners of convertible bonds and bonds and other

securities other than shares, which carry special

rights, the conversion is effected in respect of the acquiring company

the same rights as they had against the issuer. The share exchange ratio, which

the present law shall on the release of the securities on the

the right to issue securities in the acquiring company,

shall be indicated in the conversion project, must be fair and reasonable and must

be examined as well as the exchange ratio of shares. The provisions of the

on the right of call shall apply mutatis mutandis. ";"



60. In § 37 para. 2, the word "business" is deleted, and in the last sentence,

the number "151" is replaced by "151a".



61. section 40 reads as follows:



"§ 40



(1) if the shares were stopped or valuable participating

papers issued by the person concerned on the conversion, which is a company with

limited liability company or joint-stock companies, and this pledge takes

on the date of registration of the merger, Division or change of legal status in the commercial

Register, or extends the lien on shares

or securities that mortgage the borrower takes on the basis of the

of the pledged shares or securities.



(2) if the pledged shares or securities when the

the merger will be considered void, without replacement, but lien debtor

already involved in the acquiring company, transferred the lien on the

shares or shares in the successor lien debtor

the company.



(3) if the pledged shares or securities when the

merger, Division or change of legal form will be considered void and Lien

does not pass nor does not extend under paragraphs 1 or 2, security

the lender the right to require the provision of sufficient security. If there is no in between

mortgage lender and borrower to agree on how to ensure

the claim, § 35 para. 2 accordingly. ".



62. section 41 reads as follows:



"§ 41



(1) the acquiring Corporation after the registration of the merger or Division to

the commercial register, or the Corporation, which was created by modifying the

legal forms, after the registration of the changes in the commercial register shall indicate on the

documentary securities in the name of the participant to which it is transferred or

This creates the lien according to § 40, recording a lien.

The record must have signed the pledge endorsement requirements and it person

or the person authorized to act on behalf of the acquiring company at the date of

the designation of the lien. After the designation of the lien is commits

the company, the custodian or the pledgee to the depositary. The documentary

the holders of the securities to which it is transferred or is produced

Lien according to § 40, the company shall deliver the pledge

the lender, the custodian or to the depositary no indication Lien

endorsement. The provisions of § 138 shall remain unaffected.



(2) the acquiring Corporation after the registration of the merger or Division to

the commercial register, or the Corporation, which changed the legal

the form, after the registration of the changes in the commercial register is stored in the command to

the release or transfer of securities or securities central depository

papers to transition or the creation of a lien to the book-entry

securities to the account owner to the central register

securities. Does not lead to the central securities depository account

the owner shall ensure that a lien on the owner account is enrolled

a person who keeps records of building on the central register of securities

papers. ".



63. In paragraph 42, the words "Lien went to one or more of the newly

issued shares "shall be replaced by" has a lien go

or give rise to one or more commercial interests ".



64. In paragraph 42, the existing text shall become paragraph 1 and the following

paragraphs 2 and 3 shall be added:



"(2) if the existence of the lien of the data written to the

commercial register, registration Court transition or development of

Lien to the commercial share of writing the merger or Division i

without design.



(3) the emergence of, or transition to the commercial mortgage market share can be used to

commercial register and subsequently, and even without the design. ".



65. In paragraph 43, the word "share" shall be replaced by the words "to the local security

the paper "and the words" on the date of entry of the change of legal form to the business

the register "shall be deleted.



66. In paragraph 44, the word "procedure" is deleted.



67. In paragraph 44, the current text shall become paragraph 1 and the following

paragraphs 2 and 3 shall be added:



"(2) if as a result of a merger, a division or a change in legal form the same

business interest or participation securities subject to a lien

various pledgees whose claims have been converted

secured individually, in case of realization of the satisfied Lien

These mortgage lenders quite so, as if the transformation did not occur.



(3) If a joint pledge in accordance with paragraph 2 of the documentary a security,


commits to the company that the pledgee, the custodian or

the preservers, on which all parties agree that the pledge creditors.

If there is no agreement of the pledgees or within a reasonable time after the call

the company, the company shall deliver the securities custodian or

the preservers, which itself selects with due diligence on cost

pledgees. ".



68. section 45 is added:



"§ 45



(1) if the exchange ratio of shares together with any supplements referred to in

the project of the merger or Division of the project to date, an adequate or

If the project does not recognise the merger or Division of a project merging

to the shareholders of the acquiring company or of the successor to the members of the cooperative,

the shares of the Exchange, on the date decisive reasonable supplement,

or if there is no settlement provided by transposing the companion

transfer of assets to other members ' proportionate fair value of their

share (§ 70 para. 3) on the date of entry of the transfer of assets to the business

the register, they have companions of the participating company or the members of the

the participating cooperatives in the merger or Division and other partners

company with limited liability or joint-stock company

deleted with the transfer of assets to the successor of a partner (hereinafter referred to as

"authorized person"), to the acquiring company or co-operative or

the receiving partner (hereinafter referred to as the "debtor") the right to

call in money (hereinafter referred to as "top-up"), unless otherwise provided by this law

something else. On the basis of an agreement between the beneficiary and the duty of a person can be

call to provide non-pecuniary form also, especially as a proportion of the

the acquiring company or in the successor team.



(2) the Division of splitting are committed to pay for the call

all of the acquiring company or cooperative jointly and severally.

Settled among themselves according to their equity valuation ratios, resulting

of expert opinion.



(3) when separation are obligated to pay for the call

all of the acquiring company or the company being divided and cooperative

or distributed cooperative jointly and severally. Between them, the

shall be settled in accordance with the valuation of their assets ratios resulting from the opinion

the experts and the equity capital of the company being divided or distributed by the

cooperatives reported in the opening balance sheet.



(4) Satisfaction, which can be achieved by applying the law to call,

a person cannot be required to achieve the conditions for claiming of responsibility for the

damage. This does not affect the liability of the other person. ".



69. section 46 reads as follows:



"§ 46



(1) the right to call the person entitled in respect of the share,

that was in its asset on the day of the approval of the shareholders, or transformation

the competent authority of the person involved in the conversion, in which the share

should.



(2) the right to call is transferred to the successor in title of an authorized person,

unless acquired the share transfer, and from the date of registration of the merger, Division or

transfer of assets in the commercial register is also separately transferable. ".



70. section 47 reads as follows:



"§ 47



(1) the right to call must be exercised by the obliged entities at least

one of the beneficiaries, no later than 6 months from the date of the registration

the merger, Division or transfer of assets to the partnership business

the register became effective against third parties, otherwise this right ceases to exist.



(2) the obligor shall notify without undue delay the day of exercise of the right

referred to in paragraph 1 in a manner that has published under section 33 or published

According to section 33a of the conversion project. The limitation period shall run from the date on which compulsory

the person shall fulfil the obligation of notification.



(3) the Judicial decision establishing the beneficiary grants the right to

payment of a call, it is mandatory for a person to the base of the granted

the law of binding to other entitled persons.



(4) a person Required under section 30 shall be published or will publish in accordance with § 33a without

undue delay and in a manner which has published or published

operative part of the draft terms of conversion, final decision of a court authorized

grants the right to call the person referred to in paragraph 3. '.



71. section 48 reads:



"§ 48



If the beneficiary has the right to call the obliged entity required to

pay the outstanding amount of interest from the date on which the merger, Division or

transfer of assets entered in the commercial register, in the amount of the average

interest rates on loans to be granted in the year preceding the year in which the

any such conversion was entered into the commercial register, the banks in the territory

The Czech Republic; the right to interest on late payment shall remain unaffected. ".



72. section 49 reads as follows:



"§ 49



If the merger or Division of the exchange ratio of shares

inappropriate, there are persons who have been in good faith, are required to return

paid supplements and shares of the acquiring company or of the successor

cooperatives of which they were exchanged on the basis of a share exchange ratio of shares

According to the project of the conversion; in case of doubt, assume good faith.

The same also applies to legal successors of persons who have been in good faith when

the acquisition of such supplements and shares, regardless of the good faith of their

legal predecessors. ".



73. under the first head (IX) shall be inserted after title X, which including

Title:



"THE TITLE X



THE RIGHT TO THE REDEMPTION OF SHARES OR OF SHARES WHEN CHANGING FORTUNE



§ 49a



(1) the right to sell his share of the business or shares in the acquiring

the company of the company, if applicable on the date of the merger or

the allocation and registration of the merger or Division of companies with limited liability

or a public limited company in the commercial register experiences a substantial

change or changes relating to the assets of any of the companies

involved in the conversion, which would justify a different exchange ratio of shares,

has the person



and that was a partner) of a participating company at the date of approval of the merger

or Division,



(b)) which voted against approval of the merger or Division,



c) ruled that deteriorated the share exchange ratio and the



(d)) that the merger or Division of the entry in the commercial register

It did not exert the rights of a shareholder in the company.



(2) a partner shall be entitled to exercise the right of repurchase of shares

or just those shares in the acquiring company, which had voted against

approval of the merger or the Division or that he was replaced for the business

shares of the company, which had voted against

approval of the merger or the Division.



§ 49b



(1) the acquiring company is obligated to buy back share of the business, or

shares at a price equal to the fair value of shares or of shares of

(section 70 (3)), with whom the shareholder voted against approval of the merger or

the distribution of the detected the day preceding the effective date of the merger or

the distribution.



(2) fair value must be determined by an expert opinion. An expert

affix the company at his own expense.



(3) the acquiring company is obliged to secure a copy of the report

the experts no later than 3 months from the date on which the shareholder has exercised the right to

redemption of shares or of shares and the shareholder, in writing, notify the

that opinion was drawn up and with what result. The notification may

also contain a proposal for the conclusion of the contract or the notification that the

the acquiring company proposal for a companion.



(4) the content of expert opinion, in addition to the formalities required by law

governing the activity of experts, also an indication of the fair value of shares

or shares which are designed to the redemption in accordance with paragraph 1, introduction

the method or methods, on the basis of which the fair value was determined, and

an indication of whether the change or changes in the equity of the participating

companies have an effect on the exchange ratio of shares.



(5) the acquiring company has partner exercises his right

on the redemption of shares or shares, the right to claim reasonably

the costs incurred in the processing of the expert report referred to in paragraph 1,

If the expert opinion concludes that the alleged change or changes in equity

not affect the exchange ratio of shares.



§ 49 c



(1) a partner may exercise the right to repurchase of shares or

shares in the acquiring company within 2 months from the registration of the merger or

distribution in the commercial register, otherwise this right ceases to exist.



(2) a partner exercises the right under paragraph 1 a written challenge

addressed to the acquiring company, which contains data, which allow

identify the business percentage of shares offered by the acquiring

company to repurchase and stating the reason why the right to repurchase

business share or shares of the apply.



(3) the acquiring company shall send without delay after completion

the expert's report to the shareholder who exercises his right of redemption

business share or shares, the written contract proposal whose content is

offer to repurchase of shares or of shares referred to in the invitation

referred to in paragraph 2 for the fair value determined by an expert opinion with the times

due within 15 days from the conclusion of the contract, or within the same period

It shall inform that his proposal rejects, stating the reason.



§ 49d



(1) If a partner does not agree with the opinion of the head of the acquiring

company or the acquiring company within the time limit under section 49 c of paragraph 1. 3


does not respond or within the time limit under § 49b paragraph 1. 3 neopatří an expert opinion,

can a partner within 15 days of delivery of a notice under section 49 c of paragraph 1. 3

or from the fruitless expiry of the period referred to in section 49 c of paragraph 1. 3 or § 49b paragraph 1.

3 seek the conclusion of the contract in court.



(2) for imposing an obligation to enter into a contract are to the common

management of associated proposals concerning the same conversion and administered by various

pointing to the same beneficiaries of the acquiring company. ".



The current title X to XII are referred to as title XI to XIII.



74. In article 50, paragraph 1 reads:



"(1) persons who are a statutory body or a member of or a member of the

the Supervisory Board or of the Supervisory Commission of the persons concerned, the expert

or experts for the conversion, an expert or experts from honouring the fortune of the person

interested in the expert review and adequacy of the settlement

provided by the other shareholders in the transfer of assets correspond to the

jointly and severally liable for the damage sustained by the violation of their

responsibilities in the transformation of a person involved in the conversion, the shareholders

or members and creditors. "



75. In § 50 para. 2, after the words "that it acted with" the words "by the law

the prescribed "and the words" diligence "shall be deleted.



76. In paragraph 50, the following paragraphs 5 to 7 shall be inserted:



"(5) a person or persons to whom the duty was imposed for damages,

without undue delay, publish the operative part of the final decision of the Court,

which grants the right to compensation for the damage referred to in paragraph 3.



(6) the decision of the Court, which grants the right to compensation

damage, runs the new two-year limitation period with respect to all beneficiaries,

which were not parties to the proceedings in which the compensation was decided.



(7) damage on the proportion of the shareholders or members of the persons involved in the conversion,

that just reflects the damage caused to the property of the persons involved in the

the conversion shall be reimbursed to the person involved in the conversion of assets. ".



77. In paragraph 51, the words "of the Board of joint-stock company" are replaced by

the words "of the statutory or controlling body of persons involved in the

the conversion ".



78. section 52 reads as follows:



"§ 52



(1) project for the conversion of invalidity may be invoked only with

the invalidity of at least one decision on the approval of the conversion. Voicing

the invalidity of the decision approving the conversion may be invoked separately,

unless the reasons for such invalidity have a basis in content conversion project.



(2) subject to the approval of the draft terms of conversion, you can rely on only

the invalidity of the transformation project. ".



79. section 53 reads as follows:



"section 53



(1) in proceedings concerning the invalidity of the project of conversion and the invalidity of the

decision approving the conversion shall apply mutatis mutandis to the provisions of the Special

the law governing proceedings relating to invalidity of the resolution of the general meeting

or the members ' meeting, unless stipulated otherwise.



(2) with a proposal to declare invalid the conversion project are to

the joint management of the associated proposals for other beneficiaries,

the same conversion project. With the proposal to declare invalid the project

of conversion are to jointly manage linked proposals of all eligible people

to declare invalid the decision of approval of the conversion, if the reason is

the invalidity of the decision approving the conversion of the invalidity of the project of conversion.



(3) if the seat of the persons involved in the conversion in the circuits of various substantive

and locally competent courts, jurisdiction is the Court in which he was

filed the first draft.



(4) on the control of a separate proposal to declare invalid the decision of the

for approval of a conversion, the provisions of the law, which governs the legal

ratios of commercial companies and cooperatives, merger control in the matter

the invalidity of the resolutions of the General Assembly. ".



80. paragraph 54:



"§ 54



(1) an application under section 52 can only submit



and the companion or a member) of the persons involved in the conversion,



(b)) a person who is the statutory body of the person involved in the conversion or

its a member or



(c)), the Supervisory Board or the Audit Commission persons involved in the transition.



(2) if the same conversion involved more people participating on the

the conversion may be the invalidity of the decision approving the conversion in the person of

involved in the transformation of the challenge as well as a companion, a member of the statutory body,

or a member or member of the Supervisory Board or the Audit Committee of another person

participating in this conversion, if the alleged grounds for invalidity

such approval have a foundation in the content of the project of conversion.



(3) the right to submit an application referred to in paragraph 1 shall cease, if the was not made in

a period of 3 months from the date on which the



and) was adopted by the general meeting or meeting of members (Assembly

delegates) for approval of a conversion,



(b)) a person referred to in paragraph 1, that the decision was taken to

the sole shareholder of the company with limited liability or joint-stock

the company approving the conversion or that it has been granted consent to the conversion of

the last of the public company, or limited partnership

the company,



(c)) was the partner of the company with limited liability or joint-stock

the company announced the adoption of a decision on the approval of the conversion, if it was

conversion of approved outside the general meeting, or



(d)) was published notice of the imposition of the project of conversion of the collection of documents

or published draft terms of conversion under section 33a if this law

does not require its approval pursuant to § 14 para. 1. ".



81. In § 55 paragraph 1 reads:



"(1) the reason for the submission of the proposal to declare invalid the decision of the

approval of the transformation or conversion project is not void

the fact that the exchange ratio of shares and the amount of the arrears or settlement

provided by the receiving partner in the transfer of assets is not

reasonable, or that the information relating to the share exchange ratio of shares or

the settlement provided by the receiving partner in the transfer of assets in the

the report on the conversion or in the expert report on the conversion are not in accordance with the

This Act or other legislation. Incorrect determination of the Exchange

the ratio of shares and the amount of the arrears or settlement provided

transposing the companion in wealth transfer can be challenged only by a proposal for

call or an action for damages, unless the right to call

the law excludes. ".



82. In § 55 para. 2, the words "resolution of the general meeting or the Member

the meeting, which was approved by the transformation, "is replaced by" decisions on

approval of conversion ".



83. section 56 is added:



"§ 56



If so requested by the person concerned on the conversion before the Court decision on the

no invalidity decision approving the conversion or for determining the

the invalidity of the transformation project, provide it with a reasonable period to this Court

remedy, which shall not be shorter than 60 days. ".



84. section 57 reads as follows:



"§ 57



(1) after the registration of the conversion in the commercial register cannot be



and cancel this registration)



(b)) to determine the invalidity of the project of conversion or pronounce the nullity

decision on the approval of the conversion; This does not prejudice the right of the company or

Members to call for compensation and, where appropriate, on reasonable

satisfaction, or



(c)) to change or cancel a project of conversion.



(2) if at the time of the registration of the conversion in the commercial register Court

the proceedings on the application for determination of the invalidity of the project of conversion or on the proposal of the

no invalidity decision on approval of the conversion, the plaintiff can

within the time specified by the Court, which shall not be shorter than 30 days, even without

change the consent of the court proceedings so that they will seek

determine whether the project or decision on the approval of the conversion are

contrary to the legal provisions, social or memorandum,

memorandum or articles of Association. If the appellants more,

This is such a change in control of the document instituting the proceedings each of them

for itself. If you cannot continue proceedings just because they did not occur in

time to change the design to the initiation of proceedings, the court proceedings on the application

to determine the invalidity of the project of conversion or on the proposal to declare

the invalidity of the decision approving the conversion stops; If the appellants '

more court stops only in relation to those of them who the proposal to

initiation of proceedings did not change.



(3) if the Court Determines that the draft terms of conversion or the decision on the approval of the

conversion are inconsistent with other legislation, social or

Memorandum, memorandum or articles of Association,

or that they are invalid, persons



and as a result) which such breach or invalidity of the damage,

right to compensation and



(b)) to whose rights were affected by such a violation of the right to adequate

satisfaction, which may be granted in cash.



(4) a person referred to in paragraph 3 are listed there right



and with respect to all parties) on the conversion or their legal

the successors to such violations, the reason for the invalidity of the conversion project

or the invalidity of the decision to transform the basis in the project content transformation,

or



(b) against a person participating in) the conversion of whose authority on the conversion of decided

or its successor in title, unless such breach or reason

the invalidity of the decision on the conversion of a base in the content of the project of conversion.




(5) the right to adequate compensation must be claimed directly in court

at the latest within a period of 3 months from the date on which the decision of the Court in accordance with

paragraph 3 has power. ".



85. In article 58, paragraph 1 reads:



"(1) if the Court decides to declare invalid the decision of approval

conversion or on the determination of the invalidity of the project of conversion, of the obligations

that arose from the effective date of conversion into the publication of details of the store

the decision of the Court of the collection of documents, to the detriment and in favour of the acquiring

companies or cooperatives, or successor of a shareholder in a cost-effective and

entitled to jointly and severally, all persons involved in the transition. ".



86. In article 59 paragraph 2. 1 the words "; the provisions of § 213 this does not prejudice "

replaced by the words "unless otherwise provided by this law is something else".



87. In article 59 paragraph 2. 2 the words "the interested company or

cooperative "shall be replaced by" the person concerned on the conversion of "and the words

"the participating companies or cooperative" are replaced by the words

"the other person involved in the transformation".



88. under the first head XIII Title XIV shall be that including

Title:



"TITLE XIV



CROSS-BORDER CONVERSION



Part 1



General provisions



§ 59a



(1) cross-border conversion means



and) cross-border mergers



(b)) cross-border Division,



(c) cross-border transfer of assets), or



d) cross-border transfer.



(2) on the cross-border conversion shall apply the provisions of this Act,

unless otherwise provided by this law is something else.



section 59b



(1) a foreign person for the purposes of this Act, a foreign

a foreign natural person and legal entity. The Czech person for the purposes of

This Act, a natural person and the Czech Czech legal person.



(2) foreign natural person for the purposes of this Act, the

an individual who is resident outside the territory of the Czech Republic and



a) is a national of a Member State,



(b)) is a family member of a person referred to in subparagraph (a)), which is in the

The Czech Republic the right of residence,



(c)) is a national of a third State, which has been in the Member State

granted the legal status of long-term resident, or



(d)) is a family member of a person referred to in point (c)), which was in

The Czech Republic issued a residency permit.



(3) the Foreign legal person for the purposes of this Act, the other

than a natural person,



and internal affairs) whose shall be governed by the law of a Member State other than the United

Republic and the



(b)) which has its registered office, head office or principal place of business in another Member

State other than the Czech Republic.



(4) a natural person for the purposes of this Act, a natural person

a person who is resident in the Czech Republic, and the Czech legal person

a legal person with a registered office in the Czech Republic, whose internal legal

conditions shall be governed by Czech law.



(5) Foreign commercial register for the purposes of this Act, the

business or other relevant public register or equivalent

the evidence led by the legislation of a Member State other than

The United States, to which the cross-border conversion shall be entered.



§ 22



A person interested in cross-border conversion means and foreign

a person who intends to transfer its seat to the territory of the Czech Republic, or

the Czech company or cooperative, which he intends to transfer its registered office to

abroad.



Part 2



Some of the provisions on applicable law



§ 59d



(1) the acquiring legal entity may, in the cross-border merger or

cross-border distribution of place of its registered office to any Member

State, unless the legislation of that State, exclusive; This procedure is

not considered a cross-border transfer of the registered office.



(2) If you have the internal ratios of the acquiring legal person governed

the legal order of a Member State other than the United States, may not

cross-border conversion project contain the information about the members of the institutions

the acquiring legal entity unless required by legal order of the State,

governing or have to drive the internal ratios of the acquiring legal entity

of the person.



(3) if they have the internal ratios of the acquiring legal person governed

the legal order of a Member State other than the United States, is governed by the content

cross-border conversion project, as regards requisites in the articles

documents and amendments to the laws of the State, which is governed by or have

control the internal ratios of the acquiring legal person.



section 59e



(1) unless stipulated by something else, shall be used for the cross-border

the conversion of provisions of this Act in relation to the Czech parties

on the cross-border conversion.



(2) The foreign parties involved in a cross-border conversion shall apply

provisions on the issuance of a certificate under section 59z and provisions governing

cross-border conversion is complete, the entry into the commercial register. Other

the provisions of this Act shall apply to the transformation in cross-border

foreign persons involved in the cross-border conversion, only if so provided by

This law.



(3) the obligation of the foreign parties involved in a cross-border conversion

build the final accounts, interim financial statements and the opening

the balance sheet shall be governed by the law of the State, which is governed by its internal affairs, or

the law of the State in which the foreign natural person has a residence. The same is true

regarding the obligation to have an audit of the financial statements or opening balance sheet

Auditor.



(4) the obligation of the foreign legal person to construct the opening balance sheet and

leave it to verify the auditor shall also apply to cases



and when the cross-border) a merger or cross-border distribution,

If the internal ratios of the acquiring legal person governed by

order of the Czech Republic, or



(b)) when the transfer of the foreign legal entity in the United

of the Republic.



section 59f



(1) if the internal ratios of the acquiring person governed by

The United States, and if the project drawn up in more cross-border conversion

language versions, which differ from each other, it is considered

applicable, the Czech wording, unless the agreement of the persons concerned on cross-border

conversion provides otherwise. This is without prejudice to the provisions of § 15 para. 3.



(2) If neither of the projects cross-border conversion has not been drawn up in

the Czech language, and of the persons involved in cross-border agreements, the conversion of

does not imply otherwise, the applicable text of the project cross-border conversion

According to the rule of law, which are governed by the draft terms of conversion.



(3) if the cross-border conversion project governed by Czech law and

Neither of the projects cross-border conversion was not drawn up in the Czech

language, the person involved in the cross-border conversion agree

which language version is decisive, and unless otherwise agreed or subsequently,

be determined by the Court.



section 59 g



(1) the Existence of and the transition of the lien to securities and shares

issued by any of the legal entities participating in the cross-border

the conversion is subject



and) provisions of this Act, if a company or being divided

a legal person and the acquiring legal person Czech person



(b)) the provisions of this Act, if a company or being divided

a legal person of a foreign legal person and acquiring legal

the person of the Czech legal person, if this does not preclude the legislation of a State

guiding the lien on securities or shares, or legal

order of the State, which is governed by the internal ratios of foreign legal persons,

or



(c)) the provisions of legislation of the State, which will govern the internal

legal relations of the acquiring legal person after the registration of cross-border

the conversion of the foreign trade register, if the successor

a legal person of a foreign legal person, if this does not preclude

the legal order of the State, which is governed by a lien on securities or to

the share, or the rule of law of the State governing the internal affairs of foreign

of the legal entity.



(2) in the cases referred to in paragraph 1 (b). (c)), the provisions of this

the law on the transition of the lien to securities and shares of the apply

the Czech legal person interested on the conversion, if it is not in breach of

with him the laws of the State provisions referred to in paragraph 1

(a). (c)).



section 59 h



(1) the cross-border merger can be one expert appointed appraiser for

cross-border merger for all Czech and foreign legal persons

involved in the cross-border merger. For other cross-border transformations

This is true only in the case that this does not preclude the legal order of the State

the internal controls, the ratios of foreign legal persons involved in the

cross-border conversion, or the legal order of the State, which should guide

internal ratios of the acquiring legal person.



(2) the expert for the cross-border conversion is for each legal entity

interested in cross-border conversion of appointed or specified by the procedure laid down in

law of the State governing the internal affairs of a participating legal entity

persons, or under the law of which is to control the internal affairs

the acquiring legal entity.



(3) the expert for the cross-border conversion for all Czech and foreign


a legal person involved in the cross-border conversion is appointed or

determined by the procedure established by the laws of the State in which it was filed

the designation or appointment of an expert.



(4) the application for the designation or appointment of an expert can be filed at any

a Member State whose legal system is governed by the internal affairs of any of

legal entities involved in cross-border conversion or laying

to manage the internal affairs of the acquiring legal person after the registration

cross-border conversion into foreign commercial register, if it

does not preclude the legislation of one of these States.



section 59i



(1) the obligation of publication of the project cross-border conversion pursuant to section 33 or

its publication in accordance with § 33a have only Czech persons involved in the

cross-border conversion. Foreign parties involved in a cross-border

the conversion shall, in the publication of the project cross-border conversion by

the rule of law, which are governed by their internal affairs, or by

law of the State in which they reside.



(2) the obligation to provide the partners or members information and documents

under this Act, when cross-border conversion applies only to the United

a legal person involved in the cross-border conversion. Foreign

a legal person involved in the cross-border conversion shall perform the following obligations

According to the rule of law, which are governed by their internal affairs.



sec. 59j



(1) the exchange of shares and payment of fees the conversion when cross-border controls

by law and the laws of the State, which is governed by the internal legal relations

the foreign legal person, the successor to have a legal entity after

writing cross-border conversion has its head office in the territory of the Czech Republic.



(2) if the registered office of the acquiring legal person have in another Member State,

the conversion is applied when the cross-border exchange of shares the provisions of this

the law only if this is not in conflict with him with the law

State in which it has or will have the acquiring legal entity is situated, and

him with the legislation governing the direct or will direct the internal

legal relations of the acquiring legal person after the registration of cross-border

the conversion of the foreign trade register.



§ 59k



The moment of effective cross-border conversion is determined by the law

the State, which is governed by the internal legal relations of the acquiring person after

cross-border conversion. If the foreign legal system this moment

It does not specify, the cross-border conversion for Czech persons involved in the

cross-border conversion efficiency under Czech law.



Part 3



Some of the provisions on the publication of or disclosure of information



§ 59 l



(1) notification pursuant to § 33 para. 1 (b). (b)) or the information published

in accordance with § 33a must also include



and) name and surname, place of residence or business or the names, legal form and

the headquarters of all persons involved in cross-border conversion before writing

cross-border conversion in the commercial register or a foreign

commercial register,



b) information about the fact in which foreign trade or

the registers are written based on data and documents of each of the

foreign persons involved in cross-border conversion, and the number of those

writes, if a foreign person registered in this register, and



(c) information on the rights) which may apply, creditors and shareholders

or members of each of the foreign persons involved in cross-border

the conversion according to the law of the State whose law governs the

internal ratios of foreign parties involved in a cross-border conversion,

or in which a foreign person has his place of residence and shall also indicate

information about the address or addresses to which creditors and

the members of the people of each of the people involved in the cross-border

the conversion of free of charge to receive full information on their rights.



(2) the Czech person interested on the cross-border conversion at the same time be published in

notification according to § 33 para. 1 (b). (b)) or under section 33a also publishes

information about the address or addresses to which creditors and

the members of each of the people involved in the cross-border

the conversion of free of charge to receive full information on their rights.



§ 59 m



(1) each Czech legal person interested in cross-border conversion is

required to provide free of charge, to any shareholder, Member or

the creditor any of the people involved in the cross-border conversion

in writing, or if the partner, Member or creditor so requests,

by electronic means, comprehensive information on all the rights that belong

shareholders and creditors of the Czech people participating on the

cross-border conversion under this Act.



(2) the provisions of paragraph 1 shall not apply if the information is available

on the website of the Czech legal entities. The provisions on the disclosure of

on the Internet website pursuant to section 119a, for the purposes of disclosure

the information referred to in paragraph 1 shall apply mutatis mutandis.



Part 4



The right of employees to information



§ 59n



(1) employees of the Czech person interested in a cross-border conversion have

the right to get acquainted with the project cross-border conversion and messages

cross-border conversion pursuant to section 59p and in writing to comment; on this

the right must be notified.



(2) if the person involved in the cross-border trade union conversion

the Organization shall inform that person the Trade Union or, as the

all trade unions in her acting, an electronic notification.

If this is not possible, send the way Czech person trade

Organization written notice.



(3) other employee representatives or employees who do not have a representative,

informs Czech person interested in cross-border electronic conversion

notification of each of the other representatives, or employee

separately. If this is not possible, this method of informing the Czech person

ensure the posting written notice in every workplace for

at least 15 days from the date of posting.



(4) the information must be provided to the employees not later than the day

the publication of the draft terms of conversion pursuant to section 33 or its

publication in accordance with § 33a.



section 59o



(1) if the person involved in the cross-border trade union conversion

the Organization has the right to comment on the cross-border project

conversion and cross-border reports thereon, if required. The same thing

the right to belong to and to the representatives of the employees. It works if the Czech people

interested in a cross-border conversion of multiple trade unions and

If you do not agree on a single opinion, each of the workers '

organizations the right to express themselves in writing separately.



(2) if the opinion delivered to the headquarters of the Czech person involved in the

cross-border conversion, not later than the date of the general meeting or the

the meeting, which is to approve cross-border conversion must be

attached to the report on cross-border conversion, the shareholders or members

must be alerted and they must be allowed to meet

with opinions before voting on approval of the cross-border

conversion.



(3) If it is presented more different opinions or if all

or some of the representatives of the staff referred to in § 59n para. 2 or 3

responded to this fact must be shareholders or members

be notified prior to a vote of approval of the cross-border conversion.



Part 5



Certain provisions on cross-border reports transformations



§ 59p



(1) the report on cross-border conversion, if it is a participant in such cross-border

the conversion of the Czech legal person must always be drawn up.



(2) the report on cross-border conversion shall be prepared always separately for

each legal entity involved in cross-border conversion;

preparation of the report for some or all of the participating legal entities

shall be prohibited.



(3) the report on cross-border conversion of the Czech legal entities participating in the

cross-border conversion must in addition to data in accordance with § 24 para. 2 also include

likely impacts of cross-border conversion to the shareholders or members and the

workers, in particular details of the planned layoffs of employees.



(4) at the headquarters of each of the Czech legal persons involved in the

cross-border conversion must always be available for viewing for her companions

or members of at least 1 month before the date of the general meeting

or the members ' meeting, which is to decide on the approval of the cross-border

conversion, report on cross-border conversion; This does not apply if the message is about

cross-border conversion published in accordance with § 33a on the website

the Czech legal entities involved in the cross-border conversion.



(5) the provisions of paragraphs 1 to 4 shall not apply to the Czech legal entities,

which they are transposing the companion in a cross-border transfer of assets,

If they do not have shareholders or members.



§ 59q



(1) the Expert report on cross-border conversion for the members

the Czech legal entities involved in the cross-border conversion, if

requires, must always include at least the information required by this Act

for the way of conversion.




(2) the development of expert reports or expert reports on cross-border

cross-border merger or Division is always required; This does not apply if

all shareholders or members of all legal persons participating in the

This cross-border conversion agrees that the expert report or

expert reports on cross-border conversion will not be drawn.



(3) the members of the foreign legal entities participating

on the cross-border conversion grant its consent in the manner prescribed

laws of the State, which is governed by the internal laws of the foreign ratios

a legal person involved in the cross-border conversion.



Part 6



Some of the provisions on the protection of shareholders



section 59r



(1) the right to call my partner or a member of the Czech legal entities

interested in a cross-border conversion, if all of the laws governing the

be governed by the internal legal relations of foreign legal persons participating

on the cross-border conversion, shall grant the shareholders or members of the same or

substantively similar to the right.



(2) if the condition referred to in paragraph 1, has a partner or

Member of the Czech legal person involved in the cross-border conversion right on

call only if the foreign legal person involved in the

cross-border conversion, whose legal systems do not regulate the right of shareholders

or members to pay for the call, when approving the cross-border conversion

explicitly decide that the members of the Czech legal entities

may exercise the right to call under the conditions laid down in this

by law.



(3) the decision in this proceeding is binding on the successor

legal entity and all of its shareholders or members.



§ 59s



(1) if they do not have shareholders or members of the Czech legal entities

interested in a cross-border conversion right on the call, it may be because

for filing the application for annulment of the decision approving the cross-border

conversion or cross-border conversion project, the fact that the share Exchange

the ratio is not adequate.



(2) if it shall become the members of the Czech legal entities the right to

call the procedure under section 59r para. 2 after the initiation of

the invalidity of the decision approving the cross-border conversion or project

cross-border conversion and the only reason for this proposal was the inadequacy of the

share exchange ratio, can be used in the proceedings continue only if there is a change in the

the subject of the proceeding pursuant to § 57 para. 2.



§ 59t fleet



(1) where proceedings have been instituted, which is a partner or member seeks

call pursuant to this Act, the Czech legal person interested on the

cross-border conversion or after the registration of the conversion in the commercial cross-border

register or commercial register by the successor to the foreign person

at the prompt to tell the Court whether the foreign legal person involved in the

cross-border conversion approved by the right to call the company or members of the

the Czech legal entities.



(2) if the members of the Czech legal person involved

on the cross-border conversion shall have the right to call, or the right to buy back

After the registration of shares cross-border conversion in the commercial register or in

the foreign trade register, are proceeding in these matters

After the registration of the relevant cross-border conversion in the commercial register or

the foreign trade register courts of the Czech Republic. The competent

in the first instance is the Court which was an index Court of the Czech legal

parties involved in a cross-border conversion, the shareholders or members

they have this right.



Part 7



Some of the provisions on the protection of creditors



section 59u



If or when the acquiring person have their headquarters or domicile abroad,

can creditors referred to in section 35 sign in their claims to ensure

only within the period of 3 months from the publication of the draft terms of conversion

According to § 33 or its publication in accordance with § 33a of the persons involved in the

cross-border conversion that is the borrower.



§ 59v



The members of the Czech legal persons, who: "the obligations of the

company or cooperative before cross-border conversion, is liable for the obligations

incurred to the cross-border conversion becomes effective, in the same

as cross-border conversion before it becomes effective.



section 59w



If he is or is supposed to have a successor legal person headquarters abroad or

the transfer occurs abroad, are for disputes in matters

arising from the legal relationships which arose before the entry into force of

cross-border conversion, the competent Czech courts, that would have been for the

discussion of the matter, if the cross-border conversion did not occur, if

the participant is a person participating in the cross-border conversion

or its legal successor.



Part 8



Cross-border conversion certificate



§ 59 votes



(1) to comply with the requirements laid down by law the Czech person interested on the

cross-border conversion of notary to certify the release certificate of cross-border

conversion (hereinafter referred to as "certificate for cross-border conversion"). Certificate for

cross-border conversion is a public document.



(2) a notary shall issue a certificate for cross-border conversion at the request of the Czech people

interested in a cross-border conversion based on submitted to him

of documents. The implementing legislation sets out which documents

demonstrating compliance with the required formalities, perform the prescribed acts

and compliance with the prescribed procedures is a Czech person interested on the

cross-border conversion required notaries to inquire about the release of this

submit the certificate.



(3) a certificate for cross-border conversion contains



and the name and surname of the notary) and its registered office,



(b)) place and date of certificate for cross-border conversion,



(c)) first and last name, where applicable, the name and place of residence, when the applicant is

the natural person or the name, the name and address, when the applicant is a legal

person and their identification number,



(d)) the data referred to in point (c)) about the other Czech and foreign

persons involved in the cross-border conversion,



e) how was verified the existence of the Czech people, involved in the

Cross-conversion,



(f) a certificate of compliance with the law) prescribed procedure for cross-border

conversion, carrying out and completion of the formalities that must be in accordance with

the Act implemented and fulfilled,



(g) a list of documents) that have been submitted to the certificate, a notary



h) other data, if so provided by law,



I) the imprint of the stamp of notary and



(j) the signature of a notary).



(4) the procedure referred to in the order of notaries in the Notary will reject the certificate for

cross-border conversion issue, if the person interested in the Czech

cross-border conversion does not submit the prescribed documents or other

a document by a notary to issue this certificate to be reasonably required.



§ 59y



(1) a notary shall issue a certificate for cross-border conversion even if handed to

one of the partners or members of the Czech legal person involved in the

cross-border conversion proposal to pay for the call, or if the

the project cross-border conversion right of shareholders United interested stock

the company's buyout of the shares, if



and the legal order of the State), which is governed by the internal laws of the foreign ratios

legal person involved in the conversion, it does not regulate the right of the company or

Members to pay for the call or by an approved project of cross-border

the conversion includes the right to buy back the shares of minority or dissenting

shareholders in the cross-border conversion, and



(b) the foreign legal person) when approving the cross-border conversion

expressly decides that the members of the Czech legal entities

interested in a cross-border conversion shall have the right to pay for the call

or the right to buy back the shares after the registration of the conversion in the cross-border

commercial register or foreign commercial register.



(2) the certificate for cross-border conversion in the cases referred to in

paragraph 1 shall indicate the notary that the proposal was to call filed or that the

cross-border conversion project includes the right to buy back the shares.



(3) If a notary document for decision presented to some of the

foreign legal entities involved in cross-border conversion

referred to in paragraph 1, the notary certificates for cross-border conversion shall specify that the

This legal entity is as follows.



sec. 59z



(1) to comply with the requirements laid down by law for the registration of cross-border

the conversion in the commercial register certified by the notary that issued the certificate

According to § 59 votes or 59y, or another notary, and at the request of the person to be

registered in the commercial register (hereinafter referred to as "certificate for registration in the

commercial register "), or persons involved in cross-border

the conversion, if the person to be entered in the commercial register,

a registration in the commercial register. Certificate for registration in the

the commercial register is a public document.



(2) a notary shall issue a certificate for registration in the commercial register on the basis of

He submitted documents. The implementing legislation sets out what

documents show.



(3) a certificate for registration in the commercial register contains




and the name and surname of the notary) and its registered office,



b) place and date copies of the certificate for registration in the commercial

the register,



(c)) first and last name, company and address, if applicable, or the names, companies and

the headquarters of the Czech people involved in cross-border conversion, and their

identification number, where applicable, the name and surname, or business, and

residence, and the names or the company, location and legal form of all foreign

people involved in the cross-border conversion,



(d) a list of documents) that have been submitted to the certificate, a notary



(e) additional data, established) law,



(f)), the imprint of the stamp of notary and



(g) the signature of a notary).



(4) a notary certificate for registration in the commercial register of the procedure laid down in

a notary shall refuse to issue the order if the person involved in the

cross-border conversion does not submit the prescribed documents or other

of a document by a notary to issue the certificate to be reasonably required.



section 59za



If the notary takes minutes of the general meeting or meeting of members,

approving the cross-border conversion, or takes a project

the transformation in the form of a notarial deed, is not responsible for the compliance of the project

cross-border conversion with the legislation of a Member State other than the

The United States, which should guide internal legal relations of the legal

parties involved in a cross-border conversion after the effective cross-border

conversion.



Part 9



Some of the provisions of the valuation of assets in cross-border conversion



§ 59zb



(1) the provisions of this Act on the valuation of the Czech company

companies participating in cross-border conversion by an expert opinion is

not apply if it has or should have its registered office in the territory of the acquiring person

another Member State other than the United States and the legal order of the

a Member State does not require such a valuation.



(2) where this Act requires a valuation of the company legal person

interested in a cross-border conversion, the company's legal person

a foreign person and the acquiring legal person has or should have its seat in

the territory of the United States, shall be the property of a foreign person awarded with the opinion

connoisseurs under this Act.



(3) the provisions of paragraph 2 shall not apply if the foreign equity

the company legal person awarded according to the rules of legal

of the State in which the registered office of the company being acquired foreign legal person,

If this valuation corresponds to the requirements laid down by the competent law

The European Union for the valuation of non-monetary contributions in stock

companies or if this is part of the expert valuation reports

cross-border conversion. ".



89. In article 60, paragraph 1 shall be deleted and shall be deleted at the same time, paragraph

2.



90. In article 61, paragraph 1 reads:



"(1) the merger occurs to the demise of the company or cooperative, or

more companies or cooperatives and the transition of the assets of the company

or cooperatives to the acquiring company or co-operative; the successor

company or squad enters the legal status of the company

companies or cooperatives, unless otherwise provided by special law something else. ".



91. section 62:



"§ 62



Merger merger occurs to the demise of two or more companies or

cooperatives and their equity in the merger transition resulting from the merger

company or cooperative; the acquiring company or co-operative shall enter

the legal status of insolvent companies or cooperatives,

unless otherwise provided by special law something else. ".



92. In paragraph 63, the word "business" and "business" are deleted.



93. In § 64 para. 1, the word "business" and "business" are deleted.



94. Under section 65 paragraph 1. 1, the word "business" is deleted.



95. In paragraph 65, the current text shall become paragraph 1 and the following

paragraph 2, which reads as follows:



"(2) the provisions of the Act, which regulates the legal relations of business

companies and cooperatives, on the lowest and highest number of founders

companies or cooperatives, to persons who have a legal status

the founders of pursuant to paragraph 1 shall not apply. ".



96. In section 66 paragraph 1. 1, the word "business" is deleted.



97. section 67 to 69 shall be repealed.



98. section 70, including footnote No 2:



"§ 70



(1) contains at least the draft terms of merger



and the name and address) of all participating and new companies or cooperatives,

their legal form and the identification number of all the participating

companies or cooperatives,



(b) the share-exchange ratio of shares of shareholders) of the company or the members of the

the merging cooperatives in the acquiring company or successor

the team, unless there is no exchange of shares, and any additional payment with

by specifying its amount and repayment terms,



(c) the effective date of the merger,)



d) rights in the acquiring company or co-operative provides to the owners

bonds, where appropriate, the measures that are proposed for them,



(e)) the date from which the right to share in profits or komanditistům

shareholders limited liability company of shares exchanged to or

shareholders of the exchanged shares, as well as the special conditions relating to the

This law, if any,



f) all special benefits that one or more of the participating

companies or cooperatives provides the statutory authority or its

Members, members of the Supervisory Board or the Audit Committee, if there shall be established, and

experts from the přezkoumávajícímu draft terms of merger; While separately indicate to whom it is

the advantage provided by the who and under what conditions it provides,



g) in the event of the merger changes the social contract or articles of Association of the acquiring

companies or cooperatives; If the merger is not in the project

any changes to the social contract or articles of Association of the acquiring company

or cooperatives listed, it is considered that the partnership agreement or

articles of Association of the acquiring company or of the cooperative does not change,



h) in formation



1. the social contract or articles of Association of the acquiring company or

cooperatives,



2. the name and domicile or registered office of the company or the names and identification numbers

members of the statutory body or its members of the acquiring company or

cooperatives and the Supervisory Board of joint-stock company, and if it shall be established, and

the Supervisory Board of limited liability company or the Audit Commission

of the cooperative.



(2) share exchange ratio shall be fair and reasonable. If there is no share exchange ratio

under the first sentence a fair market value or valuation made

qualified estimate or opinion of an expert ^ 2) (hereinafter referred to as ' fair

the value ") of the share of partnership or a member of the company being acquired or

the team, he must be provided with a supplement, unless this right is given up.



(3) if in consequence of the merger to reduce the real value of the share

a person who is a member of the acquiring company prior to the registration of the merger

in the commercial register (hereinafter referred to as "partner") or such

a member of the successor cooperative (hereinafter referred to as the "former Member"), it must be

Supplement, unless this right is given up.



(4) the balance must be paid before the registration of the merger in the commercial

Register and before the secured creditors ' claims of all

the participating companies or cooperatives under this Act.



2) section 27 para. 4 (b). a) and b) of Act No. 563/1991 Coll., on accounting, in the

amended by Act No. 441/2003 Coll. ".



99. section 71:



"§ 71



Approval of the merger by acquisition has on the date of registration of the merger in the commercial register

the legal effects of the accession of the shareholders of the company or the members of the

the merging cooperatives to the social contract, memorandum

or statutes of the acquiring company or of the successor of the cooperative,

When the exchange of their shares in the company being acquired or

the ending and the team have not been members of the acquiring

the company or its successor cooperatives. ".



100. section 72:



"§ 72



(1) the project of the merger by the companies with limited liability or joint-stock

companies or cooperatives may be published under section 33 or published

According to section 33a, without putting the data in accordance with § 70 para. 1 (b). (h)), point 2.



(2) the procedure referred to in paragraph 1, the missing data to the project of the merger

the merger of the make up before approval of the merger, unless the members of the Supervisory Board

elected employees under Section 101a. The provisions of § 33 and 33a shall apply. ".



101. section 73 read as follows:



"§ 73



(1) in the event of the merger of the company with limited liability or joint-stock

the company is the company being acquired shall be obliged to let appreciate their assets

expert (hereinafter referred to as "expert for the valuation of assets"), if the

increase in the capital of the acquiring company from the assets of the company being acquired

the company.



(2) the merger by formation of each participating company with limited liability

limited or joint-stock company is obliged to let appreciate their assets

by an expert opinion.



(3) the company being acquired shall be obliged to let their property appreciate the opinion

experts for valuation of assets on the date of processing the last proper, or

emergency or final accounts, drawn up by the company

companies prior to preparation of the project of the merger.



(4) the company being acquired, whose fortune was awarded by an expert opinion, is

This opinion shall be required to provide all other interested

companies. ".



102. Under section 74, paragraph 1 reads:



"(1) an expert for the valuation of assets can be designated as the same person who


is for any interested company with limited liability or

joint-stock company appointed as expert for the merger. The same person may be

appointed as expert for the valuation of assets in different companies

companies. ".



103. In paragraph 74, at the end of paragraph 2 the following sentence "in this case is

the company being acquired shall be required to save a report on the merger to expert collections

of documents. ".



104. section 75 as follows:



"§ 75



(1) an expert for the valuation of assets must include at least the



and a description of the assets of the company),



(b) the valuation methods used)



(c)) the amount to which the assets of the company being valued,



(d)) in the formation as well as an indication of whether this amount corresponds to the sum of the deposit to the

the capital of the acquiring company with limited liability, which

to trade shares in the acquiring company, that will

the shareholders of this company in Exchange for shares in the

This company with limited liability, or the sum of the nominal

the values of the shares in the acquiring company's stock to be issued for

the shareholders of the company being acquired, and the joint-stock company



(e)) in a merger the merger and an indication of whether this amount is equivalent to at least

the amount of the capital increase, which falls on the companions

of the company pursuant to § 73 para. 1.



(2) the amount referred to in paragraph 1 (b). (c)) is the expert shall

to reflect the reduction of the corresponding



and the share of the purchase price) of the company, which has owned the

the acquiring company prior to the merger, or



(b) the fair value of the equity share) owned by the company

the company and the fair value of shares in the acquiring

the company owned by the company being acquired. ".



105. In the title of title II of part two, the word "national" is deleted.



106. paragraph 76:



"§ 76



(1) the draft terms of merger public company in the determination of the Exchange

the ratio includes determining what the legal position will have a companion

of the company in the acquiring company, in order to Exchange

his share, and what will be the amount of the deposit, if shareholders or some of

These deposits have an indication of status, and the repayment of deposits, if they have companions

the deposit requirement.



(2) If, in accordance with this Act for the exchange of shares of a shareholder

company being acquired for a stake in the acquiring company or has

crease the existing partnership share in the acquiring company, and

This fact is known at the time of the merger project, contains

draft terms of merger and the reasons why the share Exchange will not happen. ".



107. In paragraph 77, the word "final" is replaced by "the last proper, or

the extraordinary "and at the end of the text following the section" drawn up before

preparation of draft terms of merger or its final financial statements, if

the record date preceding the date of the merger project of the merger ".



108. under section 77 shall be added to § 77a is inserted:



"§ 77a



If the merger is not subject to the approval of any of the partners, must be

referred to in § 33 para. 1 (b). b) published or disclosed in accordance with § 33a

at least 1 month before the date on which it is to be filed for registration of the merger in the

commercial register. ".



109. section 78:



"§ 78



(1) the Companion must be at least 2 weeks prior to the date in which the

to approve the merger, delivered



and the draft terms of merger)



(b)) the accounts of all participating public companies

for the last 3 financial years, if the interested public

During this time the company takes such financial statements, if applicable, the legal

the predecessor, if an interested public company legal

the predecessor, and if required also the auditor's report on verification,



(c)) the final accounts of all interested parties, public business

the company, the opening balance sheet of the acquiring public business

the company, if the effective date of the merger is preceded by project

the merger, and if required, also the auditor's report on verification,



d) interim financial statement and Auditor's report on the verification or

half-yearly report in accordance with the law on the capital market, if

require, and



(e) the expert report on the merger), if required.



(2) If a partner has agreed to by the participating company will be to

providing information to the use of electronic means, he may be

copies of the documents referred to in paragraph 1 be sent electronically. In such a

the case shall not apply the provisions of paragraph 1. Consent can be put in any

in a way that follows the will of the partner.



(3) the provisions of paragraphs 1 and 2 shall not apply if interested

the company shall make the documents referred to in paragraph 1 for at least 2

weeks prior to the date in which it has to approve the merger on the companion website

the page and the Internet page allows the shareholders all the time

referred to in paragraph 1 to download and print the documents referred to in

paragraph 1. The provision of section 33b of the security of the Internet pages

apply, mutatis mutandis.



(4) If for any reason whatsoever to interrupt access to the continuously

website for longer than 24 hours, transmit to the interested

company shareholder instruments referred to in paragraph 1, without undue

delay, but not later than 2 days before my companion merger

approve. ".



110. section 79:



"§ 79



(1) if requested by one of the partners, an interested

the company without undue delay, a proposal for the appointment of an expert for merger and

submit this to the shareholder for approval of merger without undue

delay after he was examined by an expert for the merger. In this case,

carries out an examination of the merger of the appraiser for a merger only with participating companies

the companion asked examination; the provisions of § 113 to 116 at

an expert for the merger and the expert report on the merger shall apply mutatis mutandis.



(2) if the application of a shareholder referred to in paragraph 1 is granted, and the merger was

However, this fact does not prevent approved the registration of the merger in the commercial

the register.



(3) the company shall not be obliged to grant the request of a shareholder,

If you no longer meet the request by another partnership. ".



111. section 80 reads:



"§ 80



(1) the obligation to repay the deposit does not terminate the registration of the merger in the commercial

of the register, unless the merger follows that deposit companion in

as a result of the merger reduces or ceases to exist. In this case, the draft terms of merger

determine how you will be loaded with the amount corresponding to the reduction in the contribution

the partners or the amount corresponding to the deposit at its demise.



(2) reduces the amount of deposits of a shareholder or ceases to exist if the deposit referred to in

paragraph 1, even though he was paid, and the amount of the reduction of the deposit or the whole

the deposit has to be paid according to the terms of the merger partner, has

draft terms of conversion and the time limit for payment of the amount of the deposit or the whole

deposit to the shareholder.



(3) the amount referred to in paragraph 2 may not be paid before the registration of the merger in the

commercial register and before the secured creditors ' claims

under this Act.



(4) if the deposit has not been fully or partly paid up, you can conclude an agreement on

waiver of the obligation to repay the outstanding part of the deposit or the whole deposit

only under the conditions referred to in paragraph 3. '.



112. in paragraph 80, the following new section 80a, which reads as follows:



"§ 80a



(1) the shareholders of the acquiring company after the merger shall be liable to the

commercial register as well as for the obligations that the acquiring company

incurred prior to the entry or to the entry to it.

A companion, who before the registration of the merger in the commercial register for such

commitment may, however, require; after the persons who were, at the date

the registration of the merger in the register of shareholders of the companies involved,

the commitment was, to the extent of their shares on this

company reimbursement for providing such a performance and costs

by United. The rights of the guarantor against the debtor are not affected.



(2) the resignation of the companion of the company the right to share, Exchange

shall be liable only for the obligations that the registration of the merger in the commercial register were transferred

of the company being acquired to the acquiring company of the company, which was

Companion. ".



113. In the title of part two, title III, the word "national" is deleted.



114. In paragraph 81, the word "national" and the word "national" shall be deleted.



115. In paragraph 82, the words "the National Project of the merger of the limited partnership

must also include "shall be replaced by" in the merger exchange ratio

limited partnership includes the intended ".



116. In paragraph 82 (a). and), the word "company being acquired" shall be replaced by

the "participating".



117. section 83 is repealed.



118. section 84 read as follows:



"§ 84



(1) If a shareholder had the companies involved before the registration of the merger in the

commercial register of the position of a limited partner, and after this the registration has

status of the general partner, the acquiring company shall be liable for all obligations

the participating companies at the date of registration of the merger, lasting into the commercial

the register indefinitely and jointly and severally liable with the other partners,

You may, however, after the registration of the merger in the commercial register request to

companions, who were partners with the companies involved, the

the obligations in question, even before the registration of the merger in the commercial register, to


replace filling, which because of the liability on this commitment has provided,

the extent of their shares in the company, unless it is a commitment, for

that guaranteed indefinitely prior to the registration of the merger in the commercial register.

The rights of the guarantor against the debtor are not affected.



(2) The liability of general partners for the obligations of the participating companies

the acquiring company shall apply by analogy to § 80a. ".



119. section 85:



"§ 85



If he had a partner company concerned before registration of the merger in the commercial

the index position of the general partner, and after that writing has a successor

the company's position of a limited partner shall be liable only for the obligations, the participating

the company, which was a general partner, lasting on the date of registration of the merger within

commercial register indefinitely and jointly and severally with General partners

and unlimited ručícími limited partner, for a period of 5 years from the day on which the

registration of the merger in the commercial register became effective against third parties; for

obligations, which arose after the registration of the merger in the commercial register, shall be liable only

then, if it is not at this time paid its deposit of share capital

to the extent provided by the law society, which regulates legal relations

commercial companies and cooperatives. The rights of the guarantor against the debtor by

not prejudice. ".



120. In the heading of title IV of part two, the word "national" is deleted.



121. section 86 shall read:



"§ 86



(1) a public company can participate in a merger with a limited partnership

companies in acquiring public company.



(2) Merger the merger of partnerships may arise

limited partnership.



(3) the merger of public companies can the successor

the company acquired the form of a limited partnership. Draft terms of merger must in

such cases include the social contract the recipient limited partnership

society. ".



122. section 87:



"§ 87



(1) a limited partnership companies can merge public business merger

company or limited partnership, mergers can blend in with the public

commercial companies in acquiring limited partnership.



(2) Merger the merger of the limited partnerships may arise from public

trading company.



(3) merger, the acquiring company may limited partnerships

take the form of a public company. Draft terms of merger must in this

case include the social contract of the acquiring public business

society. ".



123. the following section is inserted after section 87 87a:



"§ 87a



(1) The interested public trading company, the provisions of

This Act on the public company, the participating limited partnership

the company, the provisions of this Act on the limited partnership

the company.



(2) on acquiring a public trading company in a merger by merging

the provisions of this Act on the public business of the acquiring

the acquiring company or limited partnership, depending on the

the legal form of the acquiring company has obtained.



(3) The merger pursuant to § 86 para. 3 and § 87 para. 3 shall not apply the provisions of

This Act on the change of legal form. ".



124. In the title of title V of part two and part 1, the word "national"

repealed.



125. section 88 reads as follows:



"§ 88



(1) the project limited liability company merger in the determination of the Exchange

contains data about the ratio



and the amount of the deposit, extent) its repayment and the amount of business share of each

a partner in the companies concerned before registration of the merger in the commercial

the register,



(b)), whether the business share of the company being acquired shall be subject to

Exchange, or about the fact that its participation shall cease when this fact known in

the time of the merger project, stating the reason,



(c)) whether to change the amount of the deposit or of a business share of the existing

a shareholder of the acquiring company in the event of merger, and



(d) the amount of the deposit), the scale of its repayment and the amount of business share of each

partner, whose share of the business changed, in the acquiring company

After the registration of the merger in the commercial register.



(2) if the acquiring company is the sole member of the company

the company does not include the elements listed in the draft terms of merger § 70 para. 1

(a). (b)), and (e)) and in paragraph 1. ".



126. the following section is inserted after section 88 88a, which reads as follows:



"section 88a



The amount of any balance due to the shareholders of a participating company or

participating companies must not exceed 10% of the amount of the increase

the capital of the acquiring company from the assets of the company being acquired

the company or companies being acquired in a merger or the merger

the capital of the acquiring company in the merger by formation. ".



127. In the title of title V of part two of part 2, the word "national"

repealed.



128. section 89, including the title reads as follows:



"§ 89



Increase in the capital of the acquiring company from the assets of the company being acquired

company



(1) to increase the capital of the acquiring company from assets

the company may experience:



and) in order to exchange shares in the granting of new deposits and

shares in the shareholders of the company in Exchange for the defunct

shares in the company being acquired, if not

the shareholders of the acquiring company,



(b)) in order to exchange shares increasing deposits current

to the shareholders of the acquiring company, who were at the same time the partners

of the company in Exchange for shares on this extinct

of the company, or



(c) the existing shareholders by increasing the deposits) of the acquiring company, and

If there is no exchange of shares, if there is no change in the

the people of the companions of the acquiring company.



(2) the amount of the capital increase referred to in paragraph 1 (b). a) and b)

attributable to the shareholders of the company shall not be higher than

the amount of the valuation of the assets of the company being acquired from expert opinion.



(3) the amount of the increase the registered capital of a limited liability company

referred to in paragraph 1 (b). (c)) shall not be higher than the amount of the valuation of assets

the company recorded from expert opinion or the sum of these

the amounts involved in the merger, if more companies being acquired. The amount of the

the capital increase shall be divided between the existing partners

the recipient companies in proportion to their shareholdings in the share capital of

the company being acquired. If the existing shareholders of the acquiring

companies are not shareholders and the company, the

the amount of the capital increase among the shareholders of the acquiring

the company in proportion to their shareholdings in the capital of the acquiring

the company.



(4) the capital increase of the assets of the company being acquired when

the merger of the merger shall not apply provisions of the Act, which governs the legal

ratios of commercial companies and cooperatives, to increase the basic

capital. ".



129. section 90 including the title reads as follows:



"§ 90



Increase in the capital of the acquiring company from its own

resources



(1) as part of a merger can be always increase the basic

the capital of the acquiring company from its own resources detected from its

the last ordinary, extraordinary, final or interim financial statements

built before the drafting of the merger. This increase of the basic

capital only involved the former shareholders of the acquiring

the company.



(2) if it is going to increase the capital of the acquiring company

referred to in paragraph 1, the provisions of the Act, which governs the legal

ratios of commercial companies and cooperatives, to increase the capital

limited liability company from its own resources with the exception of the provisions

about the content of the invitation to the general meeting when the capital increase, about

the content of the resolution of the general meeting and on the registration of the capital increase to

the commercial register.



(3) the resolution of the general meeting of the acquiring company on the merger must be used when

the procedure referred to in paragraphs 1 and 2 also contain



and) specifying a custom source or sources of the acquiring company, of which

the capital increase, broken down according to the structure of your own

equity in the financial statements,



(b)) the amount of the capital increase from own resources and



(c)) the amount by which the amount of the contribution of each of the earlier increases

a shareholder of the acquiring company. ".



130. section 91 including title:



"§ 91



Reduction of the share capital of the acquiring company



(1) as part of a merger by acquisition, can always be cut and base

the capital of the acquiring company by lowering the deposits of past Associates

the acquiring company.



(2) If a will reduce the capital of the acquiring company

referred to in paragraph 1, the provisions of the Act, which governs the legal

ratios of commercial companies and cooperatives, to reduce capital

company with limited liability, which reduces the amount of deposits

with the exception of the provisions on the content of the invitation to the general meeting with a reduction of

capital, the content of the resolutions of the General Assembly, on the registration of the reduction of

the share capital in the commercial register and on the protection of creditors in

reduction of share capital; the provisions of § 35 to 39 are not affected.




(3) the resolution of the general meeting of the acquiring company on the merger must be used when

the procedure referred to in paragraphs 1 and 2 also contain



and) the amount by which the reduced share capital,



(b)) how to change the amount of deposits the existing shareholders of the acquiring

the company, and



c) an indication of whether the amount by which the share capital will be reduced

paid to the current shareholders of the acquiring company, or about

How otherwise it will be loaded.



(4) if the amount of the capital reduction partly paid

the current shareholders of the acquiring company, provides a resolution of the General

meeting of the acquiring company and the time within which this amount should be

paid to the shareholders.



(5) the amount of the reduction in capital may be paid to the shareholders

before the registration of the merger in the commercial register and before will be ensured

the claims of creditors of all the participating companies under this Act.

The same applies to the conclusion of the agreement on the waiver of the obligation to repay so far

the outstanding part of the deposit. ".



131. in paragraph 91, the following new section 91a, which including the title reads as follows:



"§ 91a



The combined capital increase and reduction of the acquiring

company



(1) in the event of the merger may be the capital of the acquiring

the company increased at the same time as the procedure under section 89, pursuant to section 90.



(2) in the event of the merger may occur to a concurrent increase in the basic

the capital pursuant to § 89 and 90 and the reduction of share capital under section 91. When

This procedure can be reduced even below the capital amount to be fixed

the law, which regulates the legal relations of the companies and

cooperatives will be increased at the same time, so that at the time of registration of the merger within

commercial register has reached at least the minimum amounts laid down by law,

which regulates the legal relations of the trading companies and cooperatives ".



132. In the title of title V of part two of part 3, the word "national"

repealed.



133. section 92:



"§ 92



(1) if requested by one of the partners, an interested

the company without undue delay, a proposal for the appointment of an expert for merger and

shall submit to the general meeting for approval or this companion to

outside the general meeting approval of merger without undue delay after the

the review appraiser for a merger; the review shall be carried out only at

the participating companies, whose partner asked for a review;

the provisions of § 113 to 116 the expert for a merger and an expert report on the merger

shall apply mutatis mutandis.



(2) the procedure referred to in paragraph 1 could not convene for the purpose of

approval of the merger until the draft terms of merger examined by an expert for

the merger, unless with the consent of all the other partners.



(3) if the application of a shareholder referred to in paragraph 1 is granted, and the merger was

However, this fact does not prevent approved the registration of the merger in the commercial

the register.



(4) the company is not obliged to grant the request of a shareholder,

If you no longer meet the request by another partnership. ".



134. In the title of title V of part two of part 4, the word "national"

repealed.



135. In section 93 para. 1 and 4, the word "national" is deleted.



136. In section 93 para. 1 (b). (c)), after the words "limited liability company

limited "the words", if the effective date of the merger is preceded by the

copy of the draft terms of merger ".



137. In section 93 para. 1 (b). (d)), after the word "verify" the words

"or half-yearly report pursuant to the Act on capital market".



138. In section 93 para. 2 the word "company" is replaced by "Each

the participating company ".



139. In paragraph 93, paragraph 3 shall be deleted.



Paragraph 4 becomes paragraph 3.



140. the following section is inserted after section 93 93a, which reads as follows:



"section 93a



(1) If a shareholder has agreed to by the participating company will be to

providing information to the use of electronic means, he may be

copies of the documents referred to in section 93 para. 1 and 2 are sent electronically.

Consent can be put in any way, from which it follows that intention.



(2) the provisions of paragraph 1, and article 93 shall not apply if interested

the company shall make available on the website of the documents referred to in § 93

paragraph. 1 and 2 for at least 2 weeks prior to the date on which the merger has

decisions by the general meeting or merger partner has a General

pile, and Internet site allows shareholders throughout this period

downloading and printing the documents referred to in section 93 para. 1 and 2. The provisions of the

section 33b of the security of the website shall apply mutatis mutandis.



(3) If the participating company on their website

available at the same time as well as an expert for the valuation of the assets referred to

in section 93 para. 2 must publish on the website and the notifications referred to in

section 93 para. 2.



(4) If for any reason whatsoever to interrupt access to the continuously

website for longer than 24 hours, transmit to the interested

company shareholder instruments referred to in section 93 para. 1 without undue

delay, but not later than 2 days before it will be held by the General

meeting or has a companion merger. ".



141. In the title of title V of part two of part 5, the word "national"

repealed.



142. section 94 reads:



"§ 94



(1) the resolution of the general meeting of the company approving the merger involved must

include the approval of the



and project mergers and)



(b)) the final accounts of the company and the opening balance sheet

of the acquiring company if the effective date of the merger is preceded by a copy of the

merger, or interim financial statements of the company

the company.



(2) the provisions of the Act, which regulates the legal relations of business

companies and cooperatives, on the prohibition of the exercise of voting rights in the case of

non-monetary contributions shall not apply in the vote on the merger. "



143. section 95 reads as follows:



"§ 95



If there is an increase or decrease of the registered capital of the acquiring

the company under this Act, contains the invitation to the general meeting

all participating companies as well as an indication of the



and to the partners which) of the participating companies is the capital

the acquiring company increased or reduced



(b)) whether it is a capital increase from own resources of the acquiring

of the company or of the assets of the company being acquired and the



(c)) whether the combined increase in the share capital or to

the combination of the increase and reduction of capital. ".



144. in paragraph 95, the following new section 95a and 95b shall be inserted:



"§ 95a



(1) the Manager of a participating company get acquainted before the vote on the approval of

Fusion partners with expert report on the merger, if required, and the

all substantial changes concerning equity, which occurred in the period from

copy of the draft terms of merger in the date of the general meeting which decides on

the merger, in all the participating companies. The accuracy of notification of changes

regarding equity must be confirmed by the Auditor, if subject to

the company statutory audit, or an expert who carried out the awards

Fortune.



(2) the Managing Director shall inform the company concerned about changes to the assets referred to in

paragraph 1, the Managing Director of other participating companies so that they can

inform your general meeting.



(3) if the merger has to be approved by the shareholders outside the general meeting, the

the Manager must provide the shareholders the information referred to in paragraph 1

in writing, together with a proposal for a decision on the merger outside the general meeting.



(4) introduction to changes in equity is not required, unless the advance

They agreed to all the members of all participating companies.



section 95b



(1) if the acquiring company is the sole member of the company

of the company and, as a result of a merger does not result in a change in the social contract

or memorandum of the acquiring company does not require that the

approval of the merger by the general meeting, the sole member or partners

the participating companies.



(2) the shareholders of the acquiring company, whose deposits they achieve at least

5% of the capital of the acquiring company prior to the merger, they have the right

to require that a general meeting of the acquiring company in order to

approval of the merger within one month from the date on which have been published pursuant to § 33

or published in accordance with § 33a of the data according to § 33 para. 1 (b). (b)).



(3) the information referred to in § 33 para. 1 (b). (b)), if they are interested

the company referred to in paragraph 1 shall be published in accordance with § 33

or published in accordance with § 33a of at least 1 month before the date on which it is to be

an application for registration of the merger in the commercial register.



(4) if the last annual financial statements or extraordinary financial statements

any of the companies involved, where appropriate, interim financial statements,

If required, or her final accounts has not been approved

the General Assembly, the sole member or members of the participating

the company before the registration of the merger in the commercial register, approve it

the general meeting of the sole shareholder, or shareholders of the acquiring company

After the registration of the merger in the commercial register. ".



145. section 96:



"§ 96



When the merger by formation of the partnership agreement or the memorandum

the acquiring company does not contain information about the Manager of deposits, the first

managers or jednatelích, any member of the Supervisory Board and the

the ways and the time limits of a repayment of the deposits of the company if they have been


paid deposits of all partners. ".



146. the following section is inserted after section 96 96a, which reads as follows:



"section 96a



(1) if the deposit is not a shareholder of the company prior to the preparation of

the project of the merger and has not been repaid by the waiver obligation to repay the deposit,

contains the partnership agreement or the memorandum of the acquiring

the company's way, and the deadline for the repayment of the deposit of that shareholder.



(2) the obligation to repay the deposit to the waiver in the event of the merger on the

existing shareholders of the acquiring company can occur only if the

to reduce the share capital of the acquiring company according to §

91. the shareholders of the company waive the deposit can only be used in

If so provided by the draft terms of merger.



(3) If an obligation to pay benefit companion so far

the outstanding part of the deposit, shall not apply in the vote at the general meeting of

the merger provisions of the Act, which regulates the legal relations of business

companies and cooperatives, on the prohibition of the exercise of voting rights in the event that

It is a companion to the default in repayment of the deposit and to be remitted

performance of an obligation. ".



147. In paragraph 97, the word "national" is deleted.



148. In paragraph 98 of paragraph 1. 1, the word "national" and the last sentence shall be deleted.



149. In article 98, paragraph 2 shall be deleted and shall be deleted at the same time marking

of paragraph 1.



150. In paragraph 99, the words "or fall back on her" are replaced by the words "or should the

It should go "and the word" national "is deleted.



151. in paragraph 99, the following new sections 99a and 99b, which read as follows:



"§ 99a



When the formation may not be the sum of the deposits of shareholders of the company

companies in the acquiring company are higher than the amount of the valuation of assets

the company recorded from expert opinion.



section 99b



Provisions of the Act, which regulates the legal relations of business companies

and cooperatives, on the obligation to pay the difference between the amount on which the

awarded a non-monetary contribution, and its fair value in setting up

the company or increase its capital shall not apply. ".



152. In the heading of title VI of part two, and part 1, the word "national"

repealed.



153. section 100:



"§ 100



(1) the project of the merger also includes joint-stock company



and) in connection with Exchange ratio, an indication of how many shares of the acquiring

the company will be exchanged for one share of the company with

indication of their form, the type, form, transferability, rated

values and any data on their admission to trading on the European

a regulated market, including detailed procedural rules when they are replacing,

which shall include at least the manner and deadline for the submission of documentary shares

the company for replacement, Exchange, or if the indication of

the shares will be either all or some shareholders exchanged with

giving the reason, if this fact known at the time of project

the merger,



(b) determine how they will be) in a merger by merging the acquired shares of the acquiring

the company needed to exchange for the shares of the shareholders of the company

the company,



(c) an indication of the influence of the) merger by acquisition, the shares of existing shareholders

the acquiring company, in particular an indication of the fact that their shares

are not subject to Exchange, or an indication of the fact that they break down, that increases or

reduces their nominal value or changing their appearance, nature or

form, including the rules of procedure for the exchange of or submission to the

the designation changes to the nominal value, which shall include at least the method and time limit

for the submission of documentary shares in the acquiring company,



d) rights that the acquiring company will provide the owners of each

classes of shares, warrants or other securities, or

the measures, which are designed for them,



e) procedure in the event that the shareholders of the companies involved a

the right to sell off shares in the acquiring company, in particular an indication of the time limit, and

the way the publication of public contract,



f) data about how many seats on the Supervisory Board of the acquiring stock

the company is to be occupied by persons elected by employees of the acquiring

joint-stock company, stating that this space is temporarily not used and

be snapped only after registration of the merger in the commercial register.



(2) if the successor company the sole shareholder of the company

the company does not have the project merger by acquisition, the data referred to in paragraph

1 (b). a), b) and (e)) and in section 70 para. 1 (b). (b)), and (e)).



3) start of deadlines for the submission of documentary shares cannot be preceded by

the date of registration of the merger in the commercial register. ".



154. section 101 reads:



"§ 101



(1) if it is not repaid the issue price, the shareholder shall be obliged to pay off even

After the registration of the merger in the commercial register, as he was obliged, before

the entry, unless this obligation will be granted immunity from shareholders to pay off

the outstanding part of the issue price of the shares.



(2) to repay the outstanding obligations of the waiver portion of the issue price

shares in a merger by merging with the existing shareholders of the acquiring

the company can occur only if there is a reduction of share capital

the acquiring company according to § 110.



(3) waive the obligation to repay the unpaid issue price can be

only if so provided by the draft terms of merger, just after the merger into

commercial register and if secured creditors ' claims under the

of this Act.



(4) in order to be granted immunity from the obligation to repay shareholders still outstanding

part of the issue price of the shares, they shall not apply in the vote at the general meeting

the merger provisions of the Act, which regulates the legal relations of business

companies and cooperatives, on the prohibition of the exercise of voting rights in the event that

a shareholder is in default in repayment of the deposit and to be remitted

performance of an obligation. ".



155. the following section is inserted after section 101 101a:



"§ 101a



(1) upon the merger of the place in the Supervisory Board of the acquiring company, which

to be occupied by persons elected by employees of the acquiring stock

the company, prior to the registration of the merger in the commercial register not used.



(2) the election of the members of the Supervisory Board of the acquiring company elected

employees shall be made within 90 days after registration of the merger in the commercial

Register. ".



156. In the heading of part II of title VI of part 2, the word "stock"

the words "and supplements".



157. In part two, title VI Part 2, the designation of sections 1 to 3, including the

heading repealed.



158. In paragraph 102, the words "acquiring company" shall be replaced

"before the registration of the merger in the commercial register and the general meeting of the acquiring

the company has been unable to acquire its own shares under options

the law, which regulates the legal relations of the companies and

cooperatives ".



159. In paragraph 102, the existing text shall become paragraph 1 and the following

paragraph 2, which reads as follows:



"(2) in such cases, the decision of the general meeting of the acquiring

on the merger and company rules required for the acquisition of own shares

the law, which regulates the legal relations of the companies and

co. ".



160. section 103, including the title reads as follows:



"section 103



Increase in the capital of the acquiring company from the assets of the company being acquired

company for the shareholders of the company



(1) If you want to acquire the shares of the acquiring company to

Exchange for shares of the company to raise capital

the acquiring company from the assets of the company or

the companies being acquired by issuing new shares in the acquiring company,

should the general meeting of the acquiring company for approval of merger

by merging either contain credentials for the Board of Directors to decide on

increase the share capital by issuing new shares to the extent necessary

for the Exchange, or determining the type, shape, form, the number and the nominal value of

the shares to be issued to the shareholders of the company at

the increase in capital from the equity of the company.



(2) the decision of the Board of the acquiring company to increase

the share capital by issuing new shares issued on the basis of a mandate

the general meeting referred to in paragraph 1 shall specify the type, form,

the form, the number and nominal value of shares, which will be for the shareholders

of the company or companies being acquired, and

be taken by notarial act. ".



161. section 104:



"§ 104



On the capital increase of the assets of the company being acquired for

the shareholders of the company shall not apply in the event of the merger

provisions of the Act, which regulates the legal relations of business companies

and cooperatives, to increase the capital. The provision of section 99b of the exclusion

the obligation to pay the amount of the fair value of the subject of in-kind contribution

shall apply accordingly. ".



162. section 105 shall read:



"§ 105



For the shareholders of the company shall be issued in a merger only as many

shares, the total of which does not exceed the amount of the nominal value of awards

the assets of the company resulting from the expert opinion for valuation

Fortune. ".



163. section 106:



"the section 106



Supplement may not exceed 10% of the nominal value of shares to be

exchanged for shares of the company or companies being acquired

companies. ".



164. section 107 reads as follows:



"§ 107



(1) If, as a result of the merger the shareholders shall pay supplements


the company, which is to be paid out to shareholders, payment of the balance payment

-payments to a third party (hereinafter referred to as the "designated officer"). Responsible person may

only be



and) the Bank,



(b)), savings and credit cooperative,



c) a securities dealer, or



(d)) a foreign person, whose business corresponds to the activity of some

of the persons referred to in points (a) to (c)).)



(2) the company shall provide the necessary amount of money

designee prior to the registration of the merger in the commercial register.

The participating company is not entitled to dispose of the funds.



(3) the authorized person returns the unpaid money, together with interest

the acquiring company without undue delay after expiry of the period

for the payment of the fees provided for in the merger.



(4) the funds Provided are not part of the insolvency estate

the assignee, if the bankrupt under the Insolvency Act

a similar situation occurs, or under the law of another Member State

than the United States. ".



165. In the heading of part II of title VI of part 3, the word "national"

repealed.



166. § 109 including title:



"§ 109



Increase in the capital of the acquiring company from its own

resources for existing shareholders of the acquiring company



(1) as part of a merger by acquisition, you can always increase the basic

the capital of the acquiring company as well as from its own resources detected from its

the last ordinary, extraordinary, final or interim financial statements

built before the drafting of the merger. This increase of the basic

capital only involved the former shareholders of the acquiring company.



(2) when the capital increase referred to in paragraph 1 shall apply

provisions of the Act, which regulates the legal relations of business companies

and cooperatives, to increase the capital from its own resources, in which the

There is an increase of the nominal value of the shares.



(3) the provisions of the Act, which regulates the legal relations of business

companies and cooperatives, on terms of the invitation to the general meeting, or

notice of the venue when the capital increase from own

resources, on the content of the resolution of the General Assembly and on the registration of the General

meeting to increase the share capital and the increase in enrollment

capital in the commercial register shall not be used. ".



167. in paragraph 109, the following new section 109a, which including the title reads as follows:



"section 109a



Increase in the capital of the acquiring company from the assets of the company being acquired

the society for the existing shareholders of the acquiring company



(1) the basic capital of the acquiring company can be in the event of the merger

increase for existing shareholders of the acquiring company as well as an increase in

the nominal value of their shares from the assets of the company or

companies, even if there is no exchange of shares, if there is no change to the

in the persons of the shareholders of the acquiring company.



(2) the amount of the capital increase referred to in paragraph 1 shall not be higher

than the amount of the valuation of assets of the company being acquired from opinion

expert or the sum of these amounts, when taking part in a merger of multiple companies

companies.



(3) the amount of the capital increase referred to in paragraph 2 shall be shared between the

existing shareholders of the acquiring company in the ratio of the nominal value

their shares in the company being acquired. If they are not shareholders of the company

the company at the same time, the shareholders of the acquiring company, the

the amount of the capital increase referred to in paragraph 2 between the current

shareholders of the acquiring company, in proportion to the nominal value of their

shares in the acquiring company.



(4) the capital increase of the assets of the company being acquired for

the former shareholders of the acquiring company in a merger by merging

do not apply the provisions of the Act, which regulates the legal relations of business

companies and cooperatives, to increase the capital. The provision of section 99b

on the exclusion of the obligation to pay the amount of the fair value of the subject

in-kind contribution shall apply accordingly. ".



168. section 110 including title:



"§ 110



Reduction of the share capital of the acquiring company by reducing the nominal

the value of the existing shares



(1) as part of a merger by acquisition, can always be cut and base

the capital of the acquiring company by reducing the nominal value of the shares which

own the existing shareholders of the acquiring company.



(2) if it reduces the nominal value of shares existing shareholders

the acquiring company, the provisions of the Act, which regulates the

legal relations of commercial companies and cooperatives, on the reduction of the basic

capital, which leads to a reduction of the nominal value of the shares.



(3) the provisions of the Act, which regulates the legal relations of business

companies and cooperatives, on the content of the invitation to the general meeting, or

notice of the venue in the capital reduction, the content

resolutions of the General Assembly, on the registration of resolutions of the General Assembly to reduce

capital and write reduction of share capital in the commercial

Register and on the protection of creditors in reduction of share capital,

do not apply; the provisions of § 35 to 39 are not affected.



(4) the amount of the capital reduction may not be paid before registration

the merger in the commercial register and before the secured accounts receivable

creditors of all the participating companies under this Act. The same thing

applies to the conclusion of the agreement on the waiver of the obligation to repay so far

the outstanding part of the issue price of the shares. ".



169. § 111 including title:



"§ 111



The combined capital increase and reduction of the acquiring

company



(1) in the event of the merger may be the capital of the acquiring

the company increased at the same time as the procedure under section 103 or 109, so

under section 109.



(2) in the event of the merger may occur to a concurrent increase in the basic

capital under section 103 or 109, 109a, and to reduce the share capital of

under section 110. When you do this, the existing share capital can be

the acquiring company reduced even below the amount provided by law, that

regulates the legal relations of the trading companies and cooperatives, if

at the same time increased, so that at the time of registration of the merger in the commercial register

has reached at least the amount specified by law, which regulates legal relations

commercial companies and cooperatives ".



170. In the title of part two, title VI, part 4, the word "national"

repealed.



171. section 112 reads as follows:



"§ 112



Shall examine the draft terms of merger in each of the participating public limited liability companies

the expert for a merger for the concerned designated by the company or

expert for the merger of appointed for all the companies involved, the

the joint request of these participating companies. ".



172. section 113:



"§ 113



(1) an expert for the merger processes of the written report on the outcome of the review

review of merger (hereinafter referred to as the "expert report on the merger") for

the shareholders of each of the participating companies, for which he was appointed.



(2) if the expert appointed for a merger for all participating companies

processes a common expert report for all participating companies.



(3) the Expert report on the merger's expert opinion pursuant to the Act

relating to the experts. ".



173. In paragraph 114, the word "national", the words "or experts", the word

"Awards" and the words "participating companies" shall be deleted.



174. In paragraph 115, the word "national" is deleted.



175. section 116 reads as follows:



"§ 116



(1) an expert for the merger passes the expert report on the merger of the boards of Directors of all

the participating companies.



(2) expert reports on the merger must be available for inspection by the shareholders present

at the general meeting, which will decide on approval of the merger. "



176. In paragraph 117, the word "national" shall be deleted and the word "company"

the words "or if the company merges with its sole

shareholder ".



177. In the heading of part II of title VI of part 5, the word "national"

repealed.



178. § 118:



"§ 118



Notification according to § 33 para. 1 (b). (b)) or the information published in accordance with §

33A must also include at least



and a warning to shareholders on) their rights under section 119 or 119a,



(b)) if the general meeting shall take place one or more of the participating

companies warning for shareholders of participating companies

on their rights under section 131 or



c) warning for the shareholders of the company on a commitment

acquiring company to purchase shares under section 144 paragraph. 1 or §

145. ".



179. section 119 reads as follows:



"§ 119



(1) at the registered office of each of the participating public limited companies must be

reference to shareholders at least 1 month before the fixed date of the

the general meeting which is to decide on approval of the merger,



and the draft terms of merger)



(b)) the accounts of all the participating companies for the last 3 financial

period if the participating company during this period takes, or

such accounts, the legal predecessor to the interested public limited

the legal predecessor of the company, and if required, also the auditor's report

on their verification,




(c)) the final accounts of all participating public limited liability companies,

the opening balance sheet of the stock of the acquiring company if the record date

the merger is preceded by a copy of the draft terms of merger, and if required also reports

Auditor's report on verification,



d) interim financial statement and Auditor's report on its verification, or

half-yearly report in accordance with the law on the capital market, if

require,



e) joint report of the merger or any message on the merger of all participating

companies, if required,



(f) the expert report on the merger) or all of the expert reports of the merger of all

the participating companies, if required, and



(g)) an expert for the valuation of assets, if required and if not

part of the expert reports of the merger.



(2) the company shall issue to each shareholder who so requests, without

undue delay, free of charge a copy of or extract from the documents referred to in

paragraph 1 (b). a) to (f)), if required.



(3) If a shareholder has agreed to by the participating company will be to

providing information to the use of electronic means, he may be

a copy of the documents sent electronically. Consent can be put in any

in a way that follows this will shareholders. ".



180. in paragraph 119, the following new section 119a, which reads as follows:



"section 119a



(1) the company is not obliged to disclose the documents referred to in

section 119 paragraph 1. 1 at its head office, if shall publish for at least 1 month

before the date of the general meeting which is to decide on

approval of the merger until 1 month after its venue on the Internet

the page. The provision of section 33b of the security of the Internet pages

apply, mutatis mutandis.



(2) the provisions of § 119 paragraph. 2 and 3 shall not apply if the Internet

This page allows you to shareholders throughout the period referred to in paragraph 1 download

and printing the documents referred to in section 119 paragraph 1. 1.



(3) If for any reason whatsoever to interrupt access to the continuously

website for longer than 24 hours, is interested

the company is obliged to fulfil the obligations referred to in section 119, that the time for

their performance is running at the moment of expiry of the period of 24 hours. ".



181. In § 120 paragraph 1. 1, after the words "acquiring joint-stock company"

the words "under section 129" and the words "§ 118 and 119" are replaced by the words

"section 118, 119 or 119a."



182. In § 120 paragraph 1. 2, after the words "any of the participating companies"

the words "pursuant to § 132", the words "§ 118 and 119" are replaced by the words "§

118, 119 or 119a "and the words" when the national merger approved

First, the Board of Directors of the companies concerned "shall be replaced by the words" in

which has to be filed for registration of the merger in the commercial register ".



183. In the heading of part II of title VI of part 6, the word "national"

repealed.



184. section 121:



"§ 121



(1) in the invitation to the general meeting or in the notice of the convening of the

meeting which is to approve the merger, shareholders must be alerted to the

their rights under section 119 or 119a and invitation or notification shall

include the selected data from the financial statements, to be General

tons of approved.



(2) in the invitation to the general meeting or in the notice of the convening of the

meeting of the acquiring company, which has to approve the merger, the merger is

also indicate the details of the impact of merger by acquisition of existing shares

the shareholders of the acquiring company, in particular, that the shares of the existing

the shareholders of the acquiring company are not subject to Exchange or that they break down,

that increases or decreases their nominal value, with an indication of the total

the amount by which the increase or decrease in the nominal value of all the shares

existing shareholders of the acquiring company, or that changes their

the form, nature or form.



(3) If there is an increase or reduction of share capital

the acquiring company under this Act, contains the invitation to the

a general meeting of all of the participating companies, or notification of its

the venue and the number of shareholders of the companies involved for what is

capital increased or reduced, whether it is on the increase

the capital of the acquiring company's own resources or from

the assets of the company, whether the combined increase

the capital or to the combination of the increase and decrease in the basic

capital. ".



185. In § 122 para. 2, the word "national" is deleted.



186. In paragraph 122, paragraph 3 reads:



"(3) the Board of Directors of the participating companies become acquainted before the vote on the

approval of the merger to shareholders, an expert report on the merger, if

requires, and with all substantive changes relating to assets for which the

in the period from the copy of the draft terms of merger to the date of the general meeting,

to decide on the merger, in all the participating companies. The accuracy of the

notification of changes relating to the property must be certified by an auditor,

If the company is subject to statutory audit, or an expert who carried out the

the valuation of the property. ".



187. In paragraph 122, the following paragraphs 4 and 5 are added:



"(4) the Board of Directors of the companies involved shall inform about changes in equity

pursuant to paragraph 3 of the Board the other participating companies

in order to inform their respective general meetings.



(5) overview of the changes in the assets referred to in paragraphs 3 and 4 shall not be required,

If all shareholders have agreed in advance to all interested

companies. ".



188. section 123:



"§ 123



Resolution of the general meeting of the company approving the merger

the merger must have the approval of the



and merger by acquisition and project)



(b)) the final accounts of the company and the opening balance sheet

of the acquiring company if the effective date of the merger is preceded by a copy of the

merger, or interim financial statements of the company

society. ".



189. section 124:



"§ 124



The general meeting of the acquiring company for approval of merger

the merger must contain



and approval of the merger by acquisition project),



(b) approval of the final accounts) and the opening balance sheet, if

effective date of the merger is preceded by a copy of the draft terms of merger or

interim financial statements, and



(c)) the decision on the issuance of new shares or the credentials of the Board

the issuance of new shares or options to acquire its own shares, if

need for the exchange of shares of the company for the shares of the acquiring

the company pursuant to § 103. ".



190. section 125:



"§ 125



If the shares of the existing shareholders of the acquiring company

exchanged for shares of nominal value under section 109, must

the general meeting of the acquiring company for approval of merger

the merger also contain



and) the amount of the capital increase from own resources of the acquiring

the company and the



(b)) indicate a custom source or sources of the acquiring company from

the last ordinary financial statements, extraordinary financial statements, the final account.

statements or interim management statements prepared prior to the preparation of the project

the merger, which will be the capital increased, broken down according to the structure

equity in the financial statements. ";"



191. in paragraph 125, the following new section 125a:



"section 125a



If the shares of the existing shareholders of the acquiring company

exchanged for shares of nominal value under section 109a, must

the general meeting of the acquiring company for approval of merger

the merger also determine the amount of the capital increase

the acquiring company from the assets of the company or

the companies being acquired. ".



192. section 126:



"§ 126



If the shares of the existing shareholders of the acquiring company shall be exchanged

for shares of lower nominal value under section 110, the resolution of the General

meeting of the acquiring company for approval of a merger by acquisition, have

whether or not



a) amount by which reduces the nominal value of the existing shares

the acquiring company,



(b)) the amount by which the present share capital is reduced of the acquiring

the company, and



c) an indication of whether the amount by which the share capital will decrease the acquiring

the company will be paid the current shareholders of the acquiring

the company with an indication of the time limits for the payment of, or information about how to

otherwise it will be loaded. ".



193. section 127:



"§ 127



They are to be the shares of the acquiring company after registration of the merger in the

Register of companies admitted to trading on a regulated European

market, the resolutions of the General meetings of all the participating companies

include consent to submitting an application for their admission to trading on

the European regulated market; This does not apply if the shares of the acquiring

the company admitted to trading on a regulated European market. ".



194. section 128 is added:



"§ 128



The resolutions of the General meetings of all of the companies being acquired on the approval of the merger

the merger must contain



and approval of the merger by the project),



(b)) approval of the final accounts of the company being acquired and the opening

the balance sheet of the acquiring company if the effective date of the merger is preceded by the

copy of the draft terms of merger or interim financial statements of the company

company, if you have not yet approved, and



(c)) to be the acquiring company's shares admitted to trading on


a regulated European market, consent to their adoption request

to trading on a regulated European market. ".



195. section 129:



"§ 129



If not the current shareholders of the acquiring stock

the company's shares, does not require the approval of the acquiring company

merger by acquisition under this Act, if



and the obligation) under section 33 or 33a and § 120 paragraph 1. 1,



(b) all shareholders of the acquiring company) could exercise the rights referred to in

section 119 or 119a and



(c)) the acquiring company owns at least 90% of the shares of the company

of the company with voting rights. ".



196. section 130:



"§ 130



If it has not yet been approved by the last annual or extraordinary financial

statements of any participating company or of interim financial

statements, if required, or her final accounts by the General

tons of or the sole shareholder of the company concerned before

registration of the merger in the commercial register, approves the financial statements

the sole shareholder or the general meeting of the acquiring company after registration

the merger in the commercial register. Approval of the opening balance sheet in this

the case is not required. ".



197. In paragraph 131 of paragraph 1. 1, after the words "5%" is inserted after the word "subscribed"

the word "national" shall be deleted and the words "and § 118" are replaced by the words

"or published in accordance with § 33a and 118".



198. section 132 is added:



"§ 132



(1) if the acquiring company Is the owner of all the shares of qualifying

to vote on the merger of the company, does not require the

approval of the merger under this Act, if



and the obligation) under section 33 or 33a and § 120 paragraph 1. 2 and



(b) all shareholders of the acquiring company) could exercise the rights referred to in

section 119 or 119a.



(2) the provisions of sections 130 and 131 shall apply to the acquiring and the acquired

society. ".



199. section 133 is repealed.



200. In paragraph 134, the word "national" is deleted.



201. In paragraph 135 para. 1, the word "national" shall be deleted and the end of the text

the second sentence the words "the procedure laid down in section 109a".



202. In paragraph 135, paragraph 2 shall be deleted and shall be deleted at the same time marking

of paragraph 1.



203. In paragraph 136, the words "go to it" shall be replaced by "could be

go to the "and the word" national "is deleted.



204. In paragraph 137, paragraph 1 reads:



"(1) the exchange of shares of the same shape is made within 2 months from the date of

the registration of the merger in the commercial register. ".



205. section 138:



"§ 138



They are to be replaced in connection with the merger of the acquiring company

the documentary shares admitted to trading on a regulated European market,

instruct all concerned companies, whose shares are traded,

obtaining exchange trader in securities or foreign person,

which has its registered office in a Member State and whose business is equivalent to

the activities of brokerage house. ".



206. section 139:



"§ 139



(1) the shareholders are required to submit the present paper shares and interim

the leaves within the time limit and in the manner specified in the terms of the merger.



(2) the draft terms of merger must contain a warning to shareholders on the possibility that the

shares and interim certificates not presented within the time limit may be

declared invalid without providing additional time to submit

shares may not be granted. ".



207. § 140:



"§ 140



(1) if the shareholders are in default with the presentation of the existing

the documentary shares and interim certificates, even if the merger contained

notice of the possibility of not granting additional time,

the acquiring company yet to prompt, if it considers it necessary, and if the

such action in the interest of the company, in the manner specified by law, and

articles of Association of the acquiring company for convening the meeting to

the documentary shares and interim certificates submitted in additional reasonable period of time,

to them for this purpose, with lessons that otherwise will be followed

under section 141.



(2) if the project of the merger include the option of not granting

an additional period for the submission of documentary shares or interim certificates,

prompts the recipient company to shareholders, who are in arrears, way

designated by law and articles of Association of the acquiring company for convening the

meeting that the paper shares and interim certificates submitted in additional

reasonable period, to them for this purpose, with lessons that otherwise

will be proceeded according to § 141. ".



208. section 141 is added:



"§ 141



(1) the acquiring company declared void the current documentary

shares and interim certificates that have not been returned within the time limit under section 139.

If it was established an additional reasonable time limit to return under section 140,

declares the acquiring company recalled stock and interim

leaves a void after the expiry of this period. Void cannot be

to declare the shares that were returned late, but before it is

the acquiring company void said.



(2) a statement of the shares and interim certificates for invalid recipient shall notify the

the shareholders of the company whose shares certificated and interim certificates were

void (hereinafter referred to as "the person concerned") in the manner specified

the law and the statutes for convening the general meeting of the acquiring company and

Declaration of the documentary shares and interim certificates invalid without

undue delay, publish.



(3) shares and interim certificates intended to Exchange sells the successor company

through a dealer in securities or foreign persons,

which has its registered office in a Member State and whose business is equivalent to

the activities of the brokerage house, without undue delay after the

the publication of the Declaration of the documentary shares and interim certificates to be invalid on the

the account of the person concerned on a regulated European market, if you are admitted to

trading on a regulated European market, or by public auction.

Place, time and subject of the auction shall be published in the acquiring company, at least 2

weeks before the event.



(4) the proceeds from the sale of shares and interim certificates after taking

the acquiring company claims against the person concerned arising in the

connection with the Declaration shares and interim certificates and the

sale of shares and interim certificates shall be paid by the successor company without

undue delay to the party concerned. ".



209. section 143 reads as follows:



"§ 143



(1) if they are to be in connection with the merger of the acquiring company

issued uncertificated shares in uncertificated shares or to modify data

about uncertificated shares in the acquiring company shall request the Central

securities depository for the issue of book-entry shares or

informs you about the desired change in the particulars before the registration of the merger in the commercial

the register.



(2) the Issuance of uncertificated shares or make changes to the data in the Central

registration of securities in the acquiring company shall provide to the

This has occurred within 15 days after the registration of the merger in the commercial register. ".



210. section 144:



"§ 144



(1) if it is the acquiring company owns at least 90% of the shares

of the company with voting rights, the project of the merger by acquisition

include the obligation of the acquiring company to buy back shares, which have been

exchanged for other shares of the company being acquired.



(2) If a project contains a commitment for merger by acquisition, the acquiring

company to buy up the shares referred to in paragraph 1, does not require acquisition

News on the merger or expert reports on the merger and not apply the provisions of §

paragraph 118. 1 (b). and, § 119) or section 119a. ".



211. section 145 reads as follows:



"§ 145



(1) If, as a result of the merger will change the legal status of the shareholders

some of the participating companies so that an exchange of shares for

shares of another kind, a change in the rights attaching to a specific type of shares

that worsens the legal position of shareholders against the State before the

registration of the merger in the commercial register, to exchange shares admitted to

trading on a regulated European market for shares that are not

admitted to trading on a regulated European market, or to Exchange

shares whose negotiability is not limited, for the shares with limited

převoditelností, the draft terms of merger must contain an obligation of the acquiring

companies buy back shares exchanged from a person who



and) was entitled to exercise the voting rights at the general meeting, the participating

the company, which has approved the merger,



(b)) participated in the general meeting and the



c) voted against approval of the merger.



(2) the obligation to buy back the shares of the acquiring company shall apply only

the shares of the acquiring company, which were exchanged for shares, which

were votes against approval of the merger. "



212. In § 146 paragraph. 1, the word "national" is deleted.



213. In paragraph 147, paragraph 1 shall be deleted and shall be deleted at the same time marking

of paragraph 2.



214. In section 147 (b). (d)), after the words "or the designation" shall be replaced

"European".



215. section 148 reads as follows:



"section 148



(1) the public proposal of the contract shall be published in a manner that is in accordance with

the law and the articles of Association shall be convened by the General Assembly, and in a manner

fixing the svolávala general meeting of the company being acquired.



(2) the public proposal of the contract is irrevocable and, after the publication of the

immutable; This does not apply if the recipient company has increased the offer

of the purchase price. This leads to an increase in the purchase price and in the contracts that have already


on the basis of such a public draft contracts. ".



216. In § 149 of paragraph 1. 1, after the words "is made to" the following Word

"European".



217. In paragraph 149 paragraph. 2, after the words "is not concluded on the word

"European".



218. In paragraph 149, paragraph 3 reads:



"(3) a shareholder is entitled to revoke the contract proposal until

conclusion of the contract occurs. A shareholder is not entitled to change the design. ".



219. In paragraph 150 para. 1 the words "and put the CSD securities

securities transfer of ownership rights to the book-entry shares to the

Central Register of securities "are replaced by the words" or secure

transfer of title to the book-entry shares ".



220. In § 150 of paragraph 1. 2, after the word "reasonable" is inserted after the word "real".



221. In paragraph 150 para. 3 the words "the conclusion of the Treaty" shall be replaced by

"the expiry of the binding nature of a public contract".



222. In § 150 of paragraph 1. 4, after the word "reasonable" is inserted after the word "real" and

the first sentence, the following sentence "the provisions of § 46 para. 2 and § 47 the

the transition law on the outstanding purchase price and on its application apply

accordingly. ".



223. In article 150, paragraph 5 shall be deleted.



224. In § 151 at the end of the text of paragraph 1, the words ", subject to the

fair price "and at the end of paragraph 1, the following sentence" the shareholder is not

obliged to demonstrate the adequacy of the price by an expert opinion. ".



225. the following section is inserted after section 151 151a is inserted:



"§ 151a



When you purchase shares under section 146 to 150 shall not apply the provisions of the articles of Association of the

restrictions on transferability of shares. "



226. In the heading of part II of title VI of part 9, the word "national"

be deleted



227. In paragraph 152, the word "national" and the words "or the articles of

the Charter "shall be deleted.



228. section 153 is repealed.



229. In the heading of title VII of part two, the word "national" is deleted.



230. section 154 reads as follows:



"§ 154



Limited liability company may participate in the merger, with a joint-stock

companies. The acquiring company in a merger of companies with limited liability

limited or public limited companies can have any of these

forms, even if the merger goes through a merger, or merge if a company of the same mold.

The provisions of this Act on the change of legal form shall not apply. ".



231. § 155:



"§ 155



(1) the project limited liability company merger with joint-stock company

When determining the share exchange ratio contains information about



and how many shares a certain form), the type, form and nominal value of the receive

associate the company with limited liability in Exchange for its

share of the business, saying that the amount of the supplement shall not exceed 10% of the amount

the nominal value of the shares to be exchanged for a share of the business

of the company, or



(b) what will be the amount of the deposit) and the amount of shares that receives

shareholder of the company of joint-stock company in Exchange for its shares, with the

the amount of the supplement shall not exceed 10% of the capital in a merger

fusion or 10% of the amount of the capital increase of capital

the company or companies being acquired under section 89 (b). and) or (b))

in the event of the merger.



(2) the draft terms of merger of the participating companies with limited liability in the case,

that the acquiring company will take the form of joint-stock company, contains

When determining the share exchange ratio, how many shares of a particular form of the species, forms and

the nominal value of each participating company receives a companion with

limited liability company in Exchange for its share of the business, saying that the amount of the balance due

must not exceed 10% of the nominal value of shares to be exchanged

for each of the shares of the companies involved.



(3) the project limited companies involved in the merger case that

the successor company will have the legal form of a limited company

When you specify limited, contains information about the share exchange ratio, what will be the

the amount of the deposit and the amount of shares, the shareholder of the company which receives the

joint-stock company in Exchange for its shares, saying that the amount of the supplement shall not

exceed 10% of the share capital in the formation or 10% of the

the amount of the capital increase of the assets of the company being acquired or

the companies being acquired under section 89 (b). a) or b) in the event of

by merging. In this case, are subject to Exchange (i) shares of the existing

the shareholders of the acquiring company.



(4) if the company being acquired and the acquiring company joint-stock company

company limited liability company, contains draft terms of merger and the amount of

compensation for the owners of convertible bonds or bonds and

warrants with the rules for the payment if they have been issued. Compensation

shall not be made before the registration of the merger in the commercial register and before

the claims of creditors shall be guaranteed under this Act. The provisions of §

380 and 381 of convertible bonds and preferred bonds shall apply mutatis mutandis.



(5) if the deposit has not been paid or the issue price of the shares, enter this

in the merger.



(6) for the exchange of shares for the shares and for the exchange of shares for

shares, the provisions of § 97-99b and § 134 to 143 shall apply

accordingly. ".



232. section 156:



"§ 156



The merger of companies with limited liability or joint-stock companies with mergers,

where there is a change of the legal form of the acquiring company with limited liability

Limited joint-stock company in a merger, the merger must be approved by

all the partners of a participating company with limited liability. ".



233. In paragraph 157, the words "before the date of the national registration of the merger within

commercial register ", the word" national "and the words" and shareholders of all "

shall be deleted.



234. section 158 reads as follows:



"§ 158



(1) where a merger of public limited liability companies and the merger, the acquiring

the company has to take the form of limited liability company, or a merger

the merger of companies with limited liability company and the acquiring company has

take the form of joint-stock company, contains draft terms of merger and the



and the social contract or articles of Association) of the acquiring company and



(b)) the names and residence of persons who are to be the statutory body or its

members or members of the Supervisory Board.



(2) in the event of the merger of companies with limited liability, if it is to have

the form of a public limited company, the acquiring company, is for the content of the project

the merger, repayment and an exemption from the obligation to insure

by contract, the provisions of § 72, 101 and 152 apply mutatis mutandis.



(3) in the event of the merger of public limited companies, to have a succession

the company takes the form of limited liability company, is for the content of the project

the merger and the content of the social contract of the acquiring company shall apply the

the provisions of § 72 and 96 accordingly. ".



235. In § 159 paragraph. 1, the word "national" shall be deleted and the words "with the

the acquiring company "shall be replaced by the words" to the acquiring

the company ".



236. In section 159, paragraph 2 reads as follows:



"(2) a shareholder is entitled to withdraw from the company only on those

the shares, which voted against the approval of the merger. "



237. In paragraph 160, the word "national" is deleted.



238. In paragraph 161, paragraph 1 reads:



"(1) where the company being acquired has released the documentary shares and interim

leaves, commits all paper shares rising shareholder and interim

the leaves, in respect of which the company performs, otherwise its performance

ineffective. The piece of paper shares and interim certificates the successor

the company will destroy without undue delay after the registration of the merger in the commercial

Register. ".



239. In § 161 para. 2, the word "national" is deleted.



240. section 162:



"§ 162



If the company has issued uncertificated shares, the shareholder's performances

effective only in respect of the shares, which have been registered in dematerialized

securities as at the date of this shareholders merger into

commercial register and voted against approval of the merger. "



241. In § 163 para. 1, after the words "the company joint-stock company"

the words "in respect of shares voted against the approval of the merger,"

and the word "national" is deleted.



242. In § 163 para. 2, the word "national" shall be deleted and the word

"passes" are the words "wholly or partly".



243. section 164:



"§ 164



(1) the company being acquired shall provide the shareholders of securities settlement

the proportion corresponding to the fair value of the shares to which it relates.

The amount of the share of the settlement must be accompanied by the expert. The obligation to

to ensure the processing of the expert's report and pay the remuneration of experts has

the company being acquired.



(2) the settlement amount is due to the expiry of 1 month from the date of registration of the merger

in the commercial register.



(3) the settlement amount will be paid in cash, unless the participants

agree otherwise. ".



244. § 165:



"§ 165



(1) the registration of the merger in the commercial register is amended partnership agreement

the acquiring company with limited liability, so that as a business partner

# vystoupivšího companion joins the acquiring company.



(2) the application for registration of the merger in the commercial register if the

the company the company is a joint stock company and the successor company

should have the legal form of a limited liability company may be filed at the earliest

After the expiry of 30 days from the date on which the merger was approved by the General

tons of merging joint stock company; This does not apply if there is no one here,


who could get out of joint-stock companies being acquired under this

of the law. ".



245. in paragraph 165, the following paragraph 165a is inserted:



' paragraph 165a



A shareholder who voted against approval of the merger only in respect of certain

its shares, cannot get out of joint-stock companies, if, in

due to the split of its share in the acquiring company with limited liability

limited to his share in the company accrue to deposit at least in

minimum amounts laid down by the law, which regulates legal relations

commercial companies and cooperatives ".



246. In the heading of title VIII of part two, the word "national" is deleted.



247. section 166 reads as follows:



"§ 166



(1) share exchange ratio in the merger of the cooperative determine that

during the merger change the amount of members ' shares and other equity

the participation of the members of each of the participating cooperatives, or a statement that the amount of the

Members ' shares and other equity participation for any member of the participating

the cooperative does not change.



(2) the total amount of members ' shares of the members of the participating cooperatives to

the capital of the successor of the cooperative shall not exceed the amount of the

the equity capital of the participating cooperatives established from his last proper

or extraordinary financial statements prepared prior to the preparation of draft terms of merger

cooperative or from its final accounts, if the effective date of the merger

preceding the date of the copy of the project of the merger team. ".



248. under § 166 paragraph 116A shall be inserted:



"section 116A



(1) the obligation to repay the Member deposit does not terminate the registration of the merger of the cooperative to

commercial register, unless the merger follows that Member contribution is

as a result of the merger reduces accordingly. In this case, you must

specify how the merger will be loaded with the amount corresponding to the reduction

a member of the deposit.



(2) reduces to the Member contribution, even though it was paid, and the amount of the reduction

a member of the deposit has to be paid to the Member under the terms of the merger, contains

draft terms of merger and the time to pay the amount of the reduction of capital.



(3) the amount referred to in paragraph 2 may not be paid before the registration of the merger in the

commercial register and before the secured creditors ' claims

under this Act.



(4) If a member has not paid off completely, you can deposit to conclude an agreement on the

waiver of the obligation to repay the outstanding part of capital only within the

the conditions referred to in paragraph 3. '.



249. In paragraph 167, paragraph 1 reads:



"(1) the draft terms of merger shall review for each of the participating cooperatives connoisseur

for a merger, and that prior to the presentation of the project of the merger the membership meeting to

approval, or a connoisseur for a merger for some or all of

the participating cooperatives; the provisions of § 113 to 116 the expert for merger and

expert report of a merger shall apply by analogy. ".



250. In paragraph 167 paragraph. 2, the word "national" is deleted.



251. section 168:



"§ 168



Notification according to § 33 para. 1 (b). (b)) or the information published in accordance with §

33A must also include at least notification to the members on their rights

under section 169 and 169a. ".



252. § 169 reads as follows:



"§ 169



(1) at the registered office of each of the participating cooperatives must be available for viewing for

members of at least 1 month before the scheduled date of the meeting of members, which

decide on the approval of the merger,



and the draft terms of merger)



(b)) the accounts of all the participating teams for the last 3 financial

period if the participating cooperative during this period takes, or

such accounts, should the legal predecessor to the participating cooperative

the legal predecessor, and the auditor's report on verification, if

require,



(c)) of the final accounts of all of the participating cooperatives, opening

the balance sheet of the successor of the cooperative, if the record date is preceded by the copy

the project of the merger, and the auditor's report on verification, if required,



d) interim financial statement and Auditor's report on its verification, or

half-yearly report in accordance with the law on the capital market, if

require,



e) joint report of the merger or any message on the merger of all participating

cooperatives, if required, and



(f) the expert report on the merger) or all of the expert reports of the merger of all

of the participating cooperatives, if required.



(2) the cooperative is required to issue to each Member who so requests, without

undue delay, free of charge a copy of or extract from the documents referred to in

paragraph 1, if required.



(3) if the Member has agreed to by the participating team will be to

providing information to the use of electronic means, he may be

copies of the documents referred to in paragraph 1 be sent electronically. In such a

the case shall not apply the provisions of paragraph 2. Consent can be put in any

in a way that follows the will of the Member. ".



253. in paragraph 169, the following new section 169a is inserted:



"section 169a



(1) the participating cooperative is not required to make available the documents referred to in section

paragraph 169. 1 at its head office, if shall publish for at least 1 month

before the fixed date of the members ' meeting, which is to decide on

approval of the merger until 1 month after its venue on the Internet

the page. The provisions of § 33b on security websites

apply, mutatis mutandis.



(2) the provisions of § 169 paragraph. 2 and 3 shall not apply if the Internet

This page allows members of cooperatives throughout the period referred to in paragraph 1

downloading and printing the documents referred to in section 169 paragraph. 1.



(3) If for any reason whatsoever to interrupt access to the continuously

website for longer than 24 hours, is a participating cooperative

required to fulfil the obligations specified in § 169, except that the time for their

the performance runs at the moment of expiry of the said period of time. ".



254. section 170 reads as follows:



"§ 170



In the invitation to the membership meeting or in the notice of convening a meeting,

who has to approve the merger, members must be notified of their rights

pursuant to section 169 or 169a and invitation or notification shall also contain the selected

data from the financial statements, if you want the membership meeting approved. ".



255. In section 171 paragraph 2. 2, the word "national" is deleted.



256. In section 171, paragraph 3 reads:



"(3) the Board of Directors become familiar before voting on approval of the merger with members

expert report on the merger, if required, and with all the essential

changes concerning equity, which occurred in the period from the copies of the

the project of the merger to the date of the meeting of members, which shall decide on the merger, in the

all of the participating cooperatives. The accuracy of notification of changes concerning the

equity must be confirmed by the Auditor, if the cooperative is subject to compulsory

audit. ".



257. In paragraph 171, the following paragraphs 4 and 5 are added:



"(4) the Board of Directors of the participating cooperatives informs about changes in equity

pursuant to paragraph 3 of the Board the other participating cooperatives,

in order to inform its members ' meeting.



(5) the provisions of paragraphs 3 and 4 shall not apply if agreed

all members of all of the participating teams. ".



258. section 172 is:



"§ 172



The resolution of the meeting of members of the participating cooperatives on the approval of the merger

the merger must have the approval of the



and merger by acquisition and project)



(b) the final annual accounts of the merging) of the cooperative and the opening balance sheet

the successor of the cooperative, if the effective date of the merger is preceded by a copy of the

the project of the merger, the merging of interim financial statements, if applicable

team. ".



259. section 173 shall be deleted.



260. section 174:



"§ 174



The resolution of the member meetings all insolvent cooperatives on the approval of the merger

the merger must have the approval of the



and) project merger by and



(b) the final annual accounts of the merging) of the cooperative and the opening balance sheet

the successor of the cooperative, if the effective date of the merger is preceded by a copy of the

the project of the merger, the merging of interim financial statements, if applicable

team. ".



261. § 175 to 177 are deleted.



262. In the heading of part II of title VIII, part 2, the word "national"

repealed.



263. In paragraph 178, the word "national" is deleted.



264. section 179 is repealed.



265. section 180:



"§ 180



Cross-border merger for the purposes of this Act, a merger



and) one or more companies or cooperatives with one

foreign legal person or more foreign legal

persons, or



(b)) between foreign legal persons, if the project of the merger

assumes that the acquiring company or co-operative will be based on the

the territory of the United States. ".



266. In section 181 (a). (b)), the word "business" be deleted and the words ' of the European

the Community ' shall be replaced by the words "European Union".



267. In section 181 (c)):



"(c)), the Czech and foreign corporations participating, being acquired or

the successor Corporation. ".



268. In paragraph 181, the letter d) repealed.



269. § 182:



"§ 182



Cross-border mergers are possible only between corporations, such legal

forms, that can participate in a merger under national law

the Member States, which are governed by their internal affairs. "



270. section 183 is hereby repealed.



271. section 184:



"§ 184



If it is to have a cross-border merger, the acquiring corporations such

legal form, which does not have any of the participating corporations before writing

cross-border merger in the commercial register or a foreign

commercial register, does not consider the procedure for the amendment of the legal

Forms. ".




272. section 185 to 188 shall be deleted.



273. In paragraph 189 para. 2 the words "§ 180 to 188 and section 213" shall be replaced by ' paragraph

182, 184, 210 and 213 ".



274. In paragraph 189, paragraph 3 reads:



"(3) the provisions of § 27 (b). and) shall not apply. ".



275. § 190 reads as follows:



"§ 190



If the acquiring company is to have when the cross-border merger, which

She took part in a public company or limited partnership, its

registered office on the territory of the Czech Republic, the acquiring company shall have legal

the form of a public company or limited partnership. ".



276. In § 191 para. 2, the words "section 70 (a). (b)) and section 100 (b). (b)), and (f)) "

replaced by the words "§ 100 para. 1 (b). (b)), and (f)) ".



277. section 192 is hereby repealed.



278. In part two, title IX, part 1, sections 3 and 4, including headings

shall be deleted.



279. § 197 reads as follows:



"§ 197



(1) if the cross-border merger taking part in Czech limited liability company

limited, must be referred to in § 93 documents sent to the shareholders

at least 1 month before the date of the general meeting, which is to be

approved by the cross-border merger.



(2) if shareholders approve a cross-border merger of General

the pile according to § 19 para. 1, the time limit shall extend to express

Partnership for a period of 1 month.



(3) the period of 1 month also applies to the disclosure of documents under section

93A. ".



280. section 198 is hereby repealed.



281. In part two, title IX, part 1, section 6, including the title.



282. In section 201, the words "project of cross-border merger ' is replaced by

"Cross-border merger".



283. section 204 shall be deleted.



284. In part two, title IX, part 1, sections 8 and 9, including headings

shall be deleted.



285. § 208 and 209 shall be deleted.



286. section 210:



"§ 210



(1) the cross-border merger includes a certificate for registration in the commercial

the register under section 59z para. 3 a declaration the notary, that the



and he was presented by all) Czech participating companies, or

the cooperatives of certificates issued under section 59 votes, or § 59y, if

require, and that he had been presented by all foreign legal

persons involved in the cross-border merger certificates issued to

the competent authorities of the Member States in which they have their registered offices abroad

corporations involved in the cross-border merger in conformity with legal provisions

governing the cross-border merger of these Member States, and for each of the

the interested foreign corporation of a certificate, and



(b)) on the basis of these and other documents to certify that the submitted

the project was cross-border merger approved by all interested parties in the

the same terms if such approval requires that was in accordance with the

This law determined the manner and extent of the involvement of employees of the acquiring

legal person, if required, and that the requirements have been met

required by the Czech law for the registration of cross-border merger to

the commercial register.



(2) if the laws of the State which governs the internal ratios of foreign

a legal person involved in the cross-border merger nor the State in which the

This person is situated, it does not regulate the issue of certificates referred to in paragraph 1 (b).

and notaries), must be submitted to the other public document issued by the competent

authority of the State, which is governed by the internal laws of the State of affairs, or, in the

which the foreign legal person interested on the cross-border merger

registered office, if different from that for the first time, from which it follows that this

foreign legal person has met the requirements laid down by the laws of

This State required for cross-border merger, or demonstrating

write a cross-border merger to the foreign trade register.



(3) the notary also refuses to issue a certificate for registration in the commercial

register on the legality of the completion of the cross-border merger procedure laid down in

notarial procedure if any of the documents referred to in paragraph

1 (b). and) and referred to in paragraph 2 at the time of submission of the application for the issue of certificates

older than 6 months, or he fails to submit the prescribed by the participating corporations

documents or other documents by a notary to issue the certificate to be reasonably

required.



(4) if the project requires the approval of cross-border merger only with

some of the legal entities participating in the cross-border merger, contains

certificate for registration in the commercial register of the place, the project was

cross-border merger approved by all interested parties in the same terms,

statement the notary, that the cross-border merger of all the projects people

participating in the cross-border merger have the same wording. ".



287. section 211 is added:



"§ 211



(1) if the cross-border merger combines the joint-stock company

company or a limited liability company to a successor Corporation,

who owns all the voting shares in the company being acquired

the company,



and acquisitions) does not require expert reports on the cross-border merger and



(b)) cross-border mergers might not be approved by the general meeting, shareholders

nor is the sole member of the company, the participating corporations.



(2) paragraph 1 shall apply also in the case that consolidates the company's foreign

the acquiring corporations into the joint-stock company or limited company

limited, which owns all the voting shares in this

merging foreign corporation. ".



288. § 212:



"§ 212



To the application for registration of cross-border merger in the commercial register, if

is or will be the acquiring company or the company

the successor team of the Czech team, in addition to the documents referred to in

the implementing regulation also attaches



notary certificate) for the registration in the commercial register and the



(b)) the documents referred to in § 210 paragraph 2. 1 (b). and) or § 210 paragraph 2. 2. ".



289. § 213:



"§ 213



If it has, or should have, the acquiring company or co-operative established in another

Member State other than in the Czech Republic, there are the legal effects of

cross-border mergers in the Czech Republic on the day on which the effects of the

cross-border mergers abroad. ".



290. In paragraph 217 of paragraph 1. 4, the words "of the European communities ^ 2)" is replaced by

the words "European Union".



291. In paragraph 217 of paragraph 1. 5, the words "bankruptcy, compensation" shall be replaced by

"insolvency".



292. In paragraph 220 is at the end of the text of paragraph 1, the words ", the

the subsidiary company and the branch enterprise ".



293. In paragraph 222, at the end of the text of paragraph 2, the words ", and

the composition of the Negotiating Committee did not lead to double representation

of the workers concerned ".



294. in paragraph 223, the following new section 223a, which reads as follows:



"section 223a



Employees of participating corporations, concerned subsidiaries and

the concerned organizational units undertaking, in which independent of their

the will does not no employees ' representatives have the right to elect members of the

the Negotiating Committee. ".



295. In section 228 para. 1, the words ' European Community ' shall be replaced by

"The European Union".



296. In paragraph 230 para. 1 the words "public authority" shall be replaced by

"administrative authority" and at the end of the text of paragraph 1, the words "and

the expiry of the term of Office of a member of the Negotiating Committee ".



297. In paragraph 231 para. 2, the words "which would have occurred, if the contract has not been

closed "are replaced by the words" than that still represents the highest influence

existing in any of the participating companies ".



298. In paragraph 242 paragraph. 1, the word "procedure" shall be deleted and at the end of paragraph 1

the following sentence "the acquiring Corporation must have its legal form, which

exercise of the right of employee influence. ".



299. section 243 of the title, including:



"§ 243



Forms of distribution



(1) the Division may take the form of

and the split, in which) as a result of the company being divided



or a cooperative ceases to exist and its assets transferred



1. on the more emerging companies or cooperative societies (hereinafter referred to as

"split with the emergence of new companies or cooperatives"),



2. the more the already existing companies or cooperative societies (hereinafter referred to as

"split merger"), or



3. a combination of the forms referred to in paragraphs 1 and 2, or



(b)), as a result of the divestment of the company being divided or cooperative

destroyed and part of the assets transferred



1. one or more emerging companies or cooperatives (

"the divestment with the emergence of new or new companies or cooperatives"),



2. one or more already existing companies or cooperatives (

"split merger"), or



3. a combination of the forms referred to in paragraphs 1 and 2.



(2) the Division of the emergence of new companies or cooperatives means

the split with the emergence of new or new companies or cooperatives and

split with the emergence of new companies or cooperatives.



(3) the Division by merging means merging and splitting of the divestment of

the merge. ".



300. § 244, including the title reads as follows:



"§ 244



The legal effects of the distribution of



(1) Splitting the company being divided ceases to exist or team. Fortune

of the company or cooperative in the split, including the rights and

obligations of labor relations is transferred to one or more

the recipient companies or cooperatives by project splitting and

its shareholders or members become even members of one


or more of the recipient companies or cooperatives, unless otherwise specified in this

Act or any other Act of something else.



(2) by splitting the company being divided or cooperative shall not cease, but

set aside part of its assets, including any rights and obligations of

labor relations is transferred to the existing or emerging one

or more of the recipient companies or cooperatives by project

divestment and the members of the company being divided or

cooperatives are becoming even members of one or more

the recipient companies or cooperatives, unless otherwise provided by this Act or the

other law something else.



(3) if all of the shares of the company being acquired or distributed

companies or cooperatives owned by recipient companies or

cooperatives, shares in the company or the company being divided or

the team with the Exchange and the members of the distributed

companies or cooperatives did not acquire a share of the recipient

companies or cooperatives.



301. section 245 including title:



"§ 245



The participating companies or cooperatives



(1) the distribution with the emergence of new companies or cooperatives is

the interested companies or cooperative being acquired or only

the company being divided or cooperative.



(2) the splitting of the merge are participating companies, or

the cooperatives of the company being acquired and the acquiring company or team

or cooperatives.



(3) when you split the merge are participating companies, or

the cooperatives of the company being divided and the recipient company or team

or the team or the acquiring company or co-operative. ".



302. In paragraph 246, the word "business" is deleted.



303. section 247:



"§ 247



The legal position of the founder of the acquiring company or cooperative

or the recipient companies or cooperatives in the Division with the emergence of

new or new companies or cooperatives being acquired or has

the company being divided or team. ".



304. In paragraph 248, the word "business" and "business" are deleted.



305. section 249:



"§ 249



(1) the distribution by splitting each shareholder or member of a distributed

companies or cooperatives remains a partner or member of a distributed

companies or cooperatives. This is without prejudice to the provisions of paragraph 2.



(2) separation with the termination of the participation of one or more

shareholders in the company being divided is permitted with the agreement of

all the members of that society. If it is being divided

companies, joint-stock company, it is possible to terminate the participation of the shareholders only

in the event that the general meeting of the company being divided shall decide on the acquisition

own shares under the conditions laid down by law, which governs the legal

ratios of commercial companies and cooperatives.



(3) the participation of a partner terminates on the date of registration in the separation

the commercial register.



(4) in the case of a public commercial company or limited partnership,

changes to the registration division in the register of social contract

distributed by the company so that the deleted information about this partner.

The companion of a public company or limited partnership

the company, whose participation was destroyed in accordance with paragraph 3, shall be entitled to

settlement amount based on the social contract of the company being divided.



(5) if it is a company with limited liability or joint-stock company,

the share of a partner whose participation to lapse pursuant to paragraph 3, this

the date the property of the company being divided. The provisions of § 165 paragraph. 1 and §

379 or 161, 162 and 164 shall apply mutatis mutandis to a change of the social

the contract distributed company with limited liability and the amount of the settlement

share of partnership of the distributed company with limited liability or a

the return of shares by the shareholder, who stepped out of the distributed

joint-stock company, the assessment of performance of shareholder at its

book-entry shares and the settlement of the shareholder vystoupivšího

distributed by the joint stock company.



(6) the basis for determining the amount of the share of the settlement is in the public

the trading company, limited partnership or limited company

the limited space of the accounts opening balance sheet distributed

the company, unless otherwise provided in the partnership agreement as something else.



(7) the provisions on the settlement of the share referred to in paragraphs 1 to 6 shall not apply,

If the termination of the participation on distributed company or cooperative settled

According to the project the distribution of its share in the acquiring company or

a cooperative or an additional charge. ".



306. § 250, including footnotes 3 and 4 read as follows:



"§ 250



(1) the draft terms of Division must contain at least



and the name and address) of all participating and new companies or cooperatives

and their legal form and the identification number of all the participating

companies or cooperatives,



(b)) in the splitting of the exchange ratio of shares in the company or the members of the company being acquired

companies or cooperatives on one or more of the recipient

companies or cooperatives, specifying how they divide shares of the

successor companies or cooperatives among the shareholders or members

the acquired companies or cooperatives, and the criterion on which this

allocation is based, and any supplement by specifying its amount and time limits

maturity,



(c)) in the exchange ratio of shares split containing an indication of how much and

what becomes a partner or member of the shares distributed by the company or

cooperatives in the acquiring or successor companies or

cooperatives, where appropriate, an indication of the participation of the out travel companion

as a result of the divestment of the company being divided ceases to exist, with an indication of how

shall be allocated shares in the recipient companies or cooperatives between

members of the distributed by companies or cooperatives, and

the criterion upon which such allocation is based and any supplement with

by specifying its amount and repayment terms,



(d)) the record date of Division



e) rights that the acquiring company or co-operative provides to the owners

issued bonds, where appropriate, the measures that are proposed for them,



(f)) the date from which the right to share in profits or komanditistům

shareholders of the company with limited liability or joint-stock company of the

exchanged or new shares when the merger as well as the Special

conditions concerning such rights, if any,



g) any special advantage, that one or more of the participating or

new companies or cooperatives provides the statutory authority or the

its members, members of the Supervisory Board or the Audit Committee, if

is established, and experts from the přezkoumávajícímu Project Division; in doing so, especially

indicate to whom this benefit is provided by the who and under what conditions it

provides,



h) determine who the employees of the company or the company being divided

or cooperatives will become employees of the acquiring or successor

companies or cooperatives or remain employees distributed

companies or cooperatives in divestment,



I) determine what assets and what obligations devolves to the acquiring or

each of the recipient companies or cooperatives, or remain

distributed by company or cooperative in a split; When that determination

It is possible to use the reference to the most ordinary, extraordinary, final or

interim financial statements compiled prior to the preparation of draft terms of merger and

inventories of assets made by the inventory, if such determination

allow you to; assets and rights in the land register to be written in the

the project marks under the law governing the public register

real estate ^ 3),



j) the Division by merging the changes of the social contract, the founding

of the Charter or articles of Association of the acquiring companies or cooperatives, if they

due to the split to occur; If they are not in the project Division

the merger contained no changes to the social contract, the founding

of the Charter or articles of Association of the acquiring companies or cooperatives listed,

is true that the social contract, memorandum or articles of Association

the acquiring company or of the cooperative does not change,



to) the Division with the emergence of new companies or cooperatives



1. the social contract by a Charter or statutes, all

the recipient companies or cooperatives,



2. the name and domicile or registered office of the company or the names and identification numbers

members of the statutory body or its members of the acquiring company or

cooperatives and members of the Supervisory Board of joint-stock company, and if it shall be established,

and the Supervisory Board of limited liability company or the Audit Commission

cooperatives,



l) adjusted to determine to which the acquiring company or the

team passes the tax liability of the company or

The Coop ^ 4), and



m) when the secession of any amendments to the social contract, the founding

of the Charter or articles of Association of the company or cooperative.



(2) share exchange ratio may be determined either by the members or share

members distributed by companies or cooperatives in all of the recipient

companies or cooperatives will be the same as it was in distributed

company or cooperative (an even exchange ratio), or it can be

set out in the various successor companies or cooperatives in different ways


(uneven exchange ratio); the provisions of § 248 and 249 are not

without prejudice to the.



(3) the share-exchange ratio must be fair and reasonable. If there is no share exchange ratio

proportionate share of the fair value of a shareholder or member in the company

company or cooperative, must be given a supplement, unless the

This law gave up.



(4) If, as a result of the divestment of the reduction in the fair value of the

the proportion of the current shareholder or member of the acquiring or distributed

companies or cooperatives on distributed company or cooperative does not have

be completely replaced by the fair value of the share or shares of the acquiring

company or successor companies or successor to the cooperative

or of the recipient cooperatives, he must be granted a supplement, unless the

This law gave up.



(5) the balance shall be paid before registration in the commercial Division

Register and before the secured creditors ' claims of all

the participating companies or cooperatives under this Act.



3) § 5 para. 1 of law no 344/1992 Coll., on the real estate of the Czech

Republic (Act), as amended.



4) § 240 paragraph. 2 Act No. 280/2009 Coll., the tax code, as amended by Act No.

30/2011 Sb. ".



307. section 251:



"§ 251



Approval of the merger has the date of the entry into the commercial distribution

the register of the legal effects of the accession of the shareholders of the company or

the members of the merging companies or being divided or distributed by the

cooperatives to the social contract, memorandum or statutes

the acquiring companies or cooperatives, where to exchange their

market share of the company or the ending and the team has not yet

they were not members of the acquiring company or of the successor

team. ".



308. § 252:



"§ 252



(1) If a divides the company with limited liability, joint-stock

company or cooperative, Project Division with the emergence of new

companies or cooperatives may be published under section 33 or published

According to section 33a, without putting the data according to § 250 paragraph. 1 (b). k), point 2.



(2) the procedure referred to in paragraph 1, the missing data to the project

the Division with the emergence of new companies or cooperatives or project

separation with the emergence of one or more new companies or

cooperatives make up before its approval, unless the members of the Supervisory Board,

who are to be elected by the employees (section 290b). The provisions of § 33 and 33a,

not apply. ".



309. § 253:



"§ 253



(1) When splitting with the emergence of new companies is being acquired

the company is obliged to let appreciate fortune to go according to the project

the split between each of the recipient companies by an expert opinion for the

the valuation of assets, and it separately for each of the acquiring company.



(2) when a split with the emergence of new companies or new companies

leave the company being divided to appreciate by an expert opinion for the valuation of assets

only the odštěpovanou portion of his fortune, which will move according to the

the project to the acquiring company or individual

the acquiring company, separately for each of the recipient

the company.



(3) the Division by merging or being acquired is the company being divided

obliged to let appreciate by an expert opinion for the valuation of equity capital, it only

that's according to the project of conversion of go to the acquiring company or

those of the acquiring company, that will increase the capital of the

the assets of the company or the company being divided, separately for

each of the recipient companies. ".



310. section 254 is:



"§ 254



The company or the company being divided shall be obliged to let appreciate

by an expert opinion for the valuation of assets, part of his fortune, which, according to

the project go to the acquiring company at the date of

processing the last ordinary, extraordinary or final financial statements

in terms of the company or the company being divided prior to the preparation of

the project ".



311. Section 255:



"§ 255



(1) an expert for the valuation of assets of the same person can be appointed, that is

for any interested company appointed as expert for the breakdown.



(2) an expert on the valuation of the assets may be included in the expert reports of the

the distribution. In this case, is the company or the company being divided

required to save the expert report on the distribution of the collection of documents. ".



312. section 256 is added:



"§ 256



(1) an expert shall include at least



and the description of that part of the equity), the company or the company being divided which is to

go to the acquiring company,



(b) the valuation methods used)



(c)) the amount to which are valued that part of the assets of the company being acquired

or distributed by the company, which is to go to the acquiring

the company,



(d)) the Division with the creation of new companies and an indication of whether this amount

corresponds to at least the sum of the deposits into the capital of the acquiring

company with limited liability, which are related to trade shares in

the acquiring company, the shareholders of the company being acquired that will

company in Exchange for shares in the company being acquired with

limited liability company, or to the sum of the nominal value of the shares of the acquiring

joint-stock company to be issued to the shareholders of the company

joint-stock company, and



(e)) the Division by merging and an indication of whether this amount corresponds to the

at least the amount of the capital increase, which is attributable to shareholders

the company being acquired or distributed by the company pursuant to § 253 para. 3.



(2) the provisions of section 75 para. 2 to determine the amounts of awards worth it

accordingly. ".



313. in paragraph 256, the following new section 256a, which reads as follows:



"to section 256a



If the assets of the company or the company being divided or its

part of awarded by an expert opinion for the valuation of property, contains a message about

classification according to § 24 para. 1 and an indication of the fact that the property or part of it

awarded by an expert opinion for the valuation of assets, and the business address of the

the register, in which the collection of documents will be saved. "this assessment.



314. section 257:



"§ 257



(1) each of the recipient companies shall be liable for the obligations that have moved in

due to the split of the extinct or distributed to other companies

the acquiring company or the company being divided are left in

secede, jointly and severally liable with the other successor companies

up to the amount of the valuation that it should go according to the project

allocation as referred to in the expert opinion for valuation of assets.



(2) where there is no valuation expert, guaranteed by each of

the recipient companies or each of the recipient cooperatives for

obligations that have moved due to the split of the extinct or distributed

companies or cooperatives in other company or

cooperatives or remain distributed company or cooperative in

secede, jointly and severally liable with the other successor companies

or cooperatives up to the amount of the equity reported in the opening

the balance sheet ".



315. Section 258:



"§ 258



The company being divided or distributed cooperative is liable for the obligations that

as a result of a split were transferred to the acquiring company or co-operative

or more of the recipient companies or cooperatives, to the amount of their

equity in the opening balance sheet reported. ".



316. paragraph 259:



"§ 259



The provisions of § 35 to 40 are the provisions of § 257 and 258 apply. ".



317. section 260 shall be deleted.



318. In § 261 para. 1 the words "merger or Division is

the emergence of new companies or cooperatives "shall be deleted.



319. In article 261, paragraph 2 reads as follows:



"(2) between the acquiring company or cooperative deal



and the ratio of the amounts of awards) in equity resulting from the expert opinion for

the valuation of the assets, if it was awarded the relevant part of the assets of the company being acquired or

distributed by the company under section 253 or



(b)) in proportion to their own capital declared in their kick-off

balance sheets, in other cases. ".



320. In § 261 para. 3 the words "separation" shall be replaced by

"divestment".



321. In § 262 para. 1, the word "business" is deleted.



322. In section 263 and 264, the words "even if he used his right to information," and

the word "business" shall be deleted and the words "distributed business" shall be replaced by

the word "split".



323. section 265 is added:



"§ 265



(1) the distribution with the emergence of new companies may not be the sum of the deposits

or the nominal value of shares of shareholders of the company or distributed

companies in the acquiring company are higher than the amount of the valuation of that part of the

the assets of the company or the company being divided, from opinion

an expert for the award, which was based on the project go to the

the acquiring company.



(2) the distribution of the merger must not be the amount of the increase of the basic

the capital of the acquiring company or the company being acquired from equity

distributed by the company attributable to the shareholders of the company being acquired or

distributed by the company is higher than the amount of the valuation of that part of the equity

the company or the company being divided, from expert opinion for

the valuation of assets, in accordance with the project go to the

acquiring company. ".




324. § 266:



"§ 266



(1) the distribution by splitting the equity may be distributed

company with limited liability or joint-stock company reported in its

opening balance sheet is less than its share capital, if the record date

the distribution of preceding the date of the project.



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

approval of the spin-off at the same time decided to reduce capital

distributed by the company pursuant to § 266a of paragraph 1. 2, at least by the amount

the corresponding resulting from the difference between equity and the basic

capital, or the partners undertake to provide surcharge outside

the capital, so that the equity capital equal to at least

the basic capital.



(3) If no record date precede Project Division

the distribution and equity reported in the opening balance sheet distributed

the company will be less than its capital, is being divided

company without undue delay after the Assembly opening balance sheet

required to reduce the share capital by at least the amount of the difference or

at least this amount to increase the equity capital surcharges of shareholders outside

the capital, otherwise the Court will decide on its cancellation, and the entrance to the

liquidation. ".



325. the following section is inserted after section 266 266a, which reads as follows:



"§ 266a



(1) as part of the divestment of the company being divided and can always reduce the

the existing capital or increase it from their own resources or

decide about the increase and reduction of capital.



(2) If a company being divided to reduce the existing share capital in

connection with the spin-off, it shall apply to the capital reduction

the company distributed the provisions of § 91 to § 110 and 126 or by analogy. If it is to

be reduced because of capital referred to in § 266 paragraph. 2, cannot be

to pay the amount of the capital reduction to shareholders.



(3) where the company being divided shall decide to increase the basic

capital from its own resources in connection with the spin-off, it shall apply to

increase the share capital of the company being divided the provisions of § 90

or § 125 109 and by analogy.



(4) where the company being divided may decide to increase the concurrency and

reduction of share capital in connection with the spin-off, it shall apply to

simultaneous increase and decrease the share capital of the company being divided

the provisions of § 91a para. 2 or § 111 paragraph. 2 accordingly. ".



326. § 267:



"§ 267



(1) the project Division of a public company in determining the

share exchange ratio includes determining what the legal position will have

Companion companies being acquired or distributed in

the acquiring company and what will be the amount of the deposit in the

the acquiring company, are to be companions or some of them

deposits, and an indication of the status of the repayment of deposits, if they are the companions of the deposit

duty.



(2) If, in accordance with this Act for the exchange of shares of a shareholder

the company or the company being divided for a stake in some of the acquiring

of the company or in any of the recipient companies or has a crease

market share of the incumbent member in the acquiring company, and this

the fact is known at the time of the project Division, the project must

the Division also contain the reasons why the share Exchange will not happen. ".



327. § 268:



"§ 268



If the distribution is not subject to any approval of any of the

the companies involved, the particulars referred to in § 33 para. 1 (b).

b) published or disclosed in accordance with § 33a of at least 1 month before the date, in

which has to be filed for registration in the commercial register. distribution ".



328. section 269 is added:



"§ 269



(1) the Companion must be at least 2 weeks prior to the date in which the

approve a split, delivered



and project Division)



(b)) the accounts of all participating public companies

for the last 3 financial years, if the interested public

During this time the company takes such financial statements, if applicable, the legal

the predecessor, if an interested public company legal

the predecessor, and if required also the auditor's report on verification,



(c)) the final accounts of all interested parties, public business

opening balance sheet distributed by the company, or the acquiring

the company or the recipient companies, if the record date

precedes the date on which the shareholder approve, and distribution

If required, also the auditor's report on verification,



d) interim financial statement and Auditor's report on its verification, or

half-yearly report in accordance with the law on the capital market, if

require, and



(e) report on the Division of expert), if required.



(2) If a shareholder has agreed to by the participating company will be to

providing information to the use of electronic means, he may be

copies of the documents referred to in paragraph 1 be sent electronically. Consent may be

put in any way, from which follows this will Companion.



(3) the provisions of paragraphs 1 and 2 shall not apply if interested

the company shall make the documents referred to in paragraph 1 for at least 2

weeks prior to the date in which the shareholder approve distribution

the website and the website allows partners at all

the period referred to in paragraph 1 to download and print the documents referred to in

paragraph 1. The provisions of § 33b on security websites

apply, mutatis mutandis.



(4) If for any reason whatsoever to interrupt access to the continuously

website for longer than 24 hours, transmit to the interested

company shareholder instruments referred to in paragraph 1, without undue

delay, but not later than 2 days before my companion Division

approve. ".



329. section 270:



"§ 270



(1) if requested by one of the partners, an interested

the company proposal for the appointment of an expert for the Division and shall submit this

partner project Division for approval without undue delay after the

the review appraiser for distribution. In this case, is done

review of distribution only for the companies involved, the companion of

the review asked; the provisions of § 113 paragraph. 3 and § 114 to 116 at

experts for the expert report on the distribution and the distribution shall apply mutatis mutandis.



(2) if the application of a shareholder referred to in paragraph 1 is granted, shall not prevent the

the fact of the registration division in the commercial register, if the distribution of

yet approved.



(3) the company shall not be obliged to grant the request of a shareholder,

If you no longer meet the request by another partnership. ".



330. § 271:



"§ 271



(1) has not complied with the obligation to repay the company's Companion

deposit before preparation of project splitting and splintering from the project

does not imply that its deposit obligation shall cease, the splitting of the project

to determine to which of the acquiring company or the company is obliged to

deposit to pay and in what amount. When the secession of a paid companion but not paid

deposit of the company, unless the project specifies that the divestment should be

repaid within some of the recipient companies.



(2) If, under the project reduces the deposit obligation

Companion or completely ceases to exist, you must specify how the project Division will

loaded with the amount corresponding to the reduction of deposit or the amount

the appropriate deposit in its demise.



(3) it reduces to the amount of deposits of a partner or if the deposit expires, even though

He was paid, and the amount of the reduction of the deposit or the whole deposit is

the project paid companion, contains the draft terms of Division and

the time limit for payment of the amount of the deposit or the whole deposit reduction

Companion.



(4) the amount referred to in paragraph 3 may not be paid before registration of the Division

in the commercial register and before the secured accounts receivable

creditors under this Act.



(5) if the deposit has not been fully or partly paid up, you can conclude an agreement on

waiver of the obligation to repay the outstanding part of the deposit or the whole deposit

only under the conditions specified in paragraph 4. ".



331. the following section is inserted after section 271 271a, which reads as follows:



"§ 271a



(1) the shareholders of the acquiring company shall be liable after the registration division

the merger in the commercial register as well as for the obligations that the recipient

the company incurred prior to the entry or to the entry to it

have moved. Companion who before writing the Division by merging into the commercial

Register for such a commitment, however, may require the; person

which were on the date of registration of the merger in the commercial register

shareholders of the companies involved, whose commitment was to him in

the extent of their shares of this company are written by compensation for

the provision of such transactions and the associated costs. The rights of the guarantor

against the debtor are not affected.



(2) If a partner gives up the company being acquired the rights to the Exchange, warrants

only for the obligations, that registration of the merger in the commercial

the register were transferred to the acquiring company of the company,

which was a companion. "



332. in the introductory part of the provisions of § 273 reads as follows: "the share exchange ratio in the project


the distribution also includes a limited partnership ".



333. In paragraph 273 (a). a), the words "the company being acquired or distributed" are replaced by

the word "participating".



334. In section 273 (a). (b)), the words "listed above must be" shall be replaced by

"the amount of the" and the word "each" is deleted.



335. section 274:



"§ 274



(1) if the shareholder had a participating company before writing

the Division in the register of the position of a limited partner, and after this

writing in the acquiring company has a status of the general partner, is liable for

commitments of all the participating companies continuing to date of registration division

in the commercial register indefinitely and jointly and severally liable with the other

General partners may, however, require the companions, who were

General partners of a participating company whose commitment to it, even before the

registration in the commercial register allocation, to replace transactions

by reason of the liability on this commitment to provide, to the extent of their

shares in the company, unless it comes to the obligations for which vouched for an unlimited

before the registration of the merger in the commercial register. The rights of the guarantor against the

This does not affect the debtor.



(2) The liability of general partners for the obligations of the participating companies

the acquiring company, the provisions of § 271a apply mutatis mutandis. ";"



336. section 275:



"§ 275



If he had a partner company concerned before registration of the Division into

commercial register of the position of the general partner, and after this the registration has

the acquiring company limited partner shall be liable only for the obligations,

the companies involved, which was a general partner, lasting to date

registration in the commercial register for unlimited distribution and jointly and

severally liable with General partners and limited partners of unlimited ručícími, after

a period of 5 years from the date of the registration in the commercial register become a split

effective against third parties; for liabilities arising after registration

distribution in the commercial register, shall be liable only if it is not at this time

paid its contribution to the share capital of the company in the range of

provided for by the law, which regulates the legal relations of business companies

and cooperatives. The rights of the guarantor against the debtor are not affected. "



337. the following section is inserted after article 277 § 277a, which reads as follows:



"§ 277a



(1) if the Division by merging the acquiring company will change

at the same time its legal form, contains in relation to her project Division

instead of changing the social contract a new social contract required

the law, which regulates the legal relations of the companies and

cooperatives, for the kind of company that is the successor company

registration in the commercial register allocation to acquire.



(2) The distribution of the merger referred to in paragraph 1 shall not apply the provisions of

This Act on the change of legal form. ".



338. In paragraph 278, the words "shall be liable for the debts of all the participating companies

continuing on the date of registration in the commercial register for unlimited distribution and

jointly and severally liable with each other or with the other general partners

shareholders of a public company, it may, however, require the

companions, who were partners or members of the public

the company even before writing the Division in the register of companies, to

replace filling, which because of the guarantees provided, to the extent of their

shares in the company, unless it is a debt for which vouched for an unlimited

before registration in the commercial register allocation "shall be replaced by

"it shall apply mutatis mutandis to section 274".



339. In paragraph 279, the words "shall be liable for the debts of all the participating companies

continuing on the date of registration in the commercial register for unlimited distribution and

jointly and severally liable with the partners with unlimited liability and unlimited ručícími

limited partner, for a period of 5 years from the date of the registration division in the

commercial register became effective against third parties; for debts that

After the registration division arose in the commercial register, shall be liable only if the

If, at that time paid its deposit of share capital

companies within the scope of a special law "shall be replaced by

"it shall apply mutatis mutandis to section 275".



340. § 280:



"§ 280



(1) the project limited liability company Division in determining the

share exchange ratio contains further details about the



and the amount of the deposit, extent) its repayment and the amount of business share of each

a partner in the companies concerned before registration of the Division into

commercial register,



(b)), whether the business share of the company being acquired or distributed

the company is subject to the Exchange or that his participation shall cease, if this

the fact known at the time of distribution of the copies of the project, indicating the

because,



(c)) whether to change the amount of the deposit or of a business share of the existing

a shareholder of the acquiring company or the Division by merging

distributed by the company when the divestment, and



(d) the amount of the deposit), the scale of its repayment and the amount of business share of each

partner, whose share of the business changed, in the acquiring company

and distributed the company after registration in the commercial Division

the register.



(2) if he holds all the shares of the acquiring company

the company or the company being divided, it does not contain project Division

information provided in § 250 (a). b), c) and (f)) and paragraph 1. ".



341. in paragraph 280, the following new paragraph shall be added:



"§ 280



The amount of any balance due to the shareholders of a participating company or

participating companies must not exceed 10% of the sum of the amount of the increase

the capital of the recipient companies of assets being acquired or

distributed by the company when the merger or the sum of the basic

capital of the recipient companies in the distribution with the emergence of new

companies. ".



342. § 281 including title:



"§ 281



Increase in the capital of the acquiring company from the assets of the company being acquired

or distributed by the company



(1) to increase the capital of the acquiring company from assets

the company or the company being divided when you split may occur



and) in order to exchange shares in the granting of new deposits and

shares in the shareholders of the company in Exchange for the defunct

shares in the company being acquired, if not

the shareholders of the acquiring company, adjusted or for the purpose of

compensation for the reduction in the fair value of their shares when the

divestment,



(b)) in order to exchange shares increasing deposits current

to the shareholders of the acquiring company in Exchange for shares of the defunct

the splitting of the company being acquired, or for the purpose of compensation for

the reduction in the fair value of their shares when the divestment, or



(c) the existing shareholders by increasing the deposits) of the acquiring company, and

If there is no exchange of shares, if there is no change in the

the people of the companions of the acquiring company.



(2) the capital increase referred to in paragraph 1 shall not apply

provisions of the Act, which regulates the legal relations of business companies

and cooperatives, to increase the capital. The provisions of § 89 paragraph 1. 3, the

apply mutatis mutandis to the amount of the increase in deposits of shareholders of the acquiring

the company referred to in paragraph 1 (b). c).“.



343. § 282 including title:



"§ 282



Increase in the capital of the acquiring company from its own

resources



(1) as part of the merger, you can always increase the basic

the capital of the acquiring company as well as from its own resources detected from its

the last ordinary, extraordinary, final or interim financial statements

built before the preparation of the project. This increase

capital only involved the former shareholders of the acquiring

the company.



(2) if increases the capital of the acquiring company in accordance with

paragraph 1, the provisions of the Act, which regulates legal relations

commercial companies and cooperatives, to increase the capital

limited liability company from its own resources with the exception of the provisions

about the content of the invitation to the general meeting when the capital increase, about

the content of the resolution of the general meeting and on the registration of the capital increase to

the commercial register.



(3) the resolution of the general meeting of the acquiring company on the Division must

the procedure referred to in paragraphs 1 and 2 also contain



and) specifying a custom source or sources of the acquiring company, of which

the capital increase, broken down according to the structure of your own

equity in the financial statements,



(b)) the amount of the capital increase from own resources and



(c)) the amount by which the amount of the contribution of each of the earlier increases

a shareholder of the acquiring company. ".



344. § 283 including title:



"§ 283



Reduction of the share capital of the acquiring company



(1) as part of a merger can be always cut

the capital of the acquiring company by lowering the deposits of the existing

the shareholders of the acquiring company.



(2) if it reduces the capital of the acquiring company in accordance with

paragraph 1, the provisions of the Act, which regulates legal relations

commercial companies and cooperatives, to reduce capital


company with limited liability, which reduces the amount of deposits

with the exception of the provisions on the content of the invitation to the general meeting with a reduction of

capital, about the content of the resolutions of the General Assembly, on the registration of the reduction of

the share capital in the commercial register and on the protection of creditors in

reduction of share capital; the provisions of § 35 to 39 are not affected.



(3) the resolution of the general meeting of the acquiring company on the Division must

the procedure referred to in paragraphs 1 and 2 also contain



and) the amount by which the reduced share capital,



(b)) how to change the amount of deposits the existing shareholders, and



c) an indication of whether the amount by which the share capital will be reduced, shall be paid

the current shareholders of the acquiring company, or an indication of how

otherwise it will be loaded.



(4) if the amount of the capital reduction partly paid

the current shareholders of the acquiring company, provides a resolution of the General

meeting of the acquiring company and the time within which this amount should be

paid to the shareholders.



(5) the amount of the capital reduction may not be paid before registration

distribution in the commercial register and before will be ensured

the claims of creditors of all the participating companies under this Act.

The same applies to the conclusion of the agreement on the waiver of the obligation to repay so far

the outstanding part of the deposit. ".



345. in paragraph 283, the following new section 283a, which including the title reads as follows:



"section 283a



The combined capital increase and reduction of the acquiring

company



(1) the Division by merging may be the capital of the acquiring

the company increased at the same time as the procedure under section 281, under section 282.



(2) the Division by merging may be a concurrent increase of the basic

the capital pursuant to § 281 and 282 or reduction of share capital under section

283. This procedure can be reduced and capital below the amount

provided by law, which regulates the legal relations of business companies

and, if at the same time increases, so that at the time of writing the Division into

commercial register has reached at least the minimum amounts laid down by law,

which regulates the legal relations of the trading companies and cooperatives ".



346. § 284:



"§ 284



(1) if requested by one of the partners, an interested

the company without undue delay, a proposal for the appointment of an expert for

Division and shall submit to the general meeting for approval or this

Companion outside the general meeting to approve the draft terms of Division without

undue delay after its review by an expert for the Division;

the review shall be carried out only for the companies involved, the companion of

the review asked; the provisions of § 113 paragraph. 3 and § 114 to 116 at

experts for the expert report on the distribution and the distribution shall apply mutatis mutandis.



(2) the procedure referred to in paragraph 1 could not convene for the purpose of

approval of the Division until the project will be reviewed by Division

an expert for the Division, unless with the consent of all the other

the companions.



(3) if the application of a shareholder referred to in paragraph 1 is granted, and the distribution of

It was still approved, does not prevent this write splitting into

the commercial register.



(4) the company is not obliged to grant the request of a shareholder,

If you no longer meet the request by another partnership. ".



347. In paragraph 285 para. 1 (b). (b)), after the words "the rule of predecessor, and"

the words "where required", and the words "If you require"

shall be deleted.



348. In paragraph 285 para. 1 letter c) is added: "(c)) of the final accounts of all

the participating companies with limited liability, the opening balance sheet

distributed or the acquiring company with limited liability, if

the record date preceding the distribution copy of the draft terms of merger, and

If required, also the auditor's report on verification, ".



349. In paragraph 285 para. 1 (b). (d)), after the word "verify" the words

half-yearly report ", or according to the law on capital market

If you require ".



350. In paragraph 285 para. 2 the word "company" is replaced by "Each

the participating company ".



351. In paragraph 285, paragraph 3 shall be deleted.



Paragraph 4 becomes paragraph 3.



352. in paragraph 285, the following new section 285a, which reads as follows:



"section 285a



(1) If a shareholder has agreed to by the participating company will be to

providing information to the use of electronic means, he may be

copies of the documents referred to in § 285 para. 1 and 2 are sent electronically.

Consent can be put in any way, from which follows this will

Companion.



(2) the provisions of paragraph 1 and § 285 shall not apply if interested

the company shall make available on the website of the documents referred to in section 285

paragraph. 1 and 2 for at least 2 weeks prior to the date in which it has on the allocation of

decisions by the General Assembly or approve companion has a distribution outside the

General meeting and Internet site allows shareholders throughout this

time to download and print the documents referred to in section 285 para. 1 and 2.

The provisions of § 33b on the security of the website it's

by analogy.



(3) If the participating company on their website

available at the same time as well as an expert for the valuation of the assets referred to

in § 285 para. 2 must publish on the website and the notifications referred to in

§ 285 para. 2.



(4) If for any reason whatsoever to interrupt access to the continuously

website for longer than 24 hours, transmit to the interested

company shareholder instruments referred to in § 285 para. 1 without undue

delay, but not later than 2 days before it will be held by the General

meeting or has a companion to approve allocation. ".



353. § 286 reads as follows:



"§ 286



(1) the resolution of the general meeting of the company approving the Division concerned

must have the approval of the



and the allocation and project)



(b) the final accounts of the company being acquired) or distributed by the company and

the opening balance sheet of the acquiring company or companies if the

the record date is preceded by the distribution of the copies of the project,

where appropriate, interim financial statements of the company.



(2) the provisions of the Act, which regulates the legal relations of business

companies and cooperatives, on the prohibition of the exercise of voting rights in the case of

non-monetary contributions in the vote on the split does not apply. ".



354. § 287:



"§ 287



If there is an increase or decrease of the registered capital of the acquiring

or distributed by the company under this Act, contains the invitation to the

a general meeting of all the participating companies as well as an indication of the



and what are the companions) of the participating companies is the capital

the acquiring company increased or reduced



(b)) whether it is a capital increase from own resources of the acquiring

of the company or of the assets of the company or the company being divided and



(c)) whether the combined increase in the share capital or to

the combination of the increase and reduction of capital. ".



355. in paragraph 287, the following new section 287a and 287b are added:



"§ 287a



(1) the Manager of a participating company get acquainted before the vote on the approval of

the Division partners with expert report on the Division, if the

requires, and with all substantive changes relating to assets for which the

in the period from the project to the date fixed for the general distribution

the meeting, which decides on the allocation, in all the participating

companies. The accuracy of notification of changes relating to the property must

to be confirmed by the Auditor, if the company is subject to statutory audit,

or an expert who carried out the valuation of the assets.



(2) the Managing Director shall inform the company concerned about changes to the assets referred to in

paragraph 1, the Managing Director of other participating companies so that they can

inform their respective general meetings.



(3) if the Division is to be approved by the shareholders outside the general meeting,

the Executive Director shall provide the shareholders the information referred to in paragraph

1 in writing, together with a proposal for a decision of the Division of General

the pile.



(4) introduction to changes in equity is not required, unless the advance

They agreed to all the members of all participating companies.



§ 287b



(1) if the acquiring company holds all the shares in

the company or the company being divided, it does not require the approval of the

the allocation by the General Assembly, a single shareholder or shareholders

the companies involved if all participating companies

complied with the obligations referred to in paragraph 3 and in section 33 or 33a and section 285

or 285a.



(2) if the general meeting of the company being acquired, held or distributed

the company shall inform the Secretary of each participating company's Managing Director

other participating companies of any material changes

relating to assets that have occurred in the period from project

the distribution.



(3) the information referred to in § 33 para. 1 (b). (b)), if they are interested

the company referred to in paragraph 1 shall be published in accordance with § 33

or published in accordance with § 33a not later than 1 month before the date in which the

be filed for registration division in the commercial register. This applies

for the fulfilment of obligations pursuant to section 285 or 285a.




(4) if the last annual or extraordinary accounts of any

the companies involved, where appropriate, interim financial statements, if

requires, or her final accounts has not been approved by the General

Assembly, the sole member or members of the participating

the company, prior to registration in the commercial register, the Division approves

the General Assembly, her only companion or companions of the acquiring

of the company after the registration in the commercial register allocation. The approval of the

the opening balance sheet in this case is not required. ".



356. In paragraph 288, after the words "the deposit Manager," the words ", the first

managers or jednatelích, any member of the Supervisory Board "and at the end of

the text of the sentence with the words "if they have been paid for deposits of all

the shareholders ".



357. in paragraph 288, the following new section 288a, which reads as follows:



"section 288a



(1) if the deposit is not a shareholder of the company prior to the preparation of

the project paid off, the splitting of the splitting of the project determine to what

the acquiring company or the company is the partner shall be obliged to

deposit to pay and in what amount. When the secession of a paid companion but not paid

deposit of the company, unless the project specifies that the divestment should be

repaid within some of the recipient companies. In this case,

contains the partnership agreement or the memorandum of the acquiring

the company's way, and the deadline for the repayment of the deposit of that shareholder.



(2) the obligation to repay the deposit to the remission of the Division by merging with

existing shareholders of the acquiring company or the partners

distributed by the company and in a split with the emergence of new companies

can occur only if there is a reduction of the capital of the acquiring

the company according to § 283 or distributed by the company procedure

According to § 266a of paragraph 1. 2. Waive the obligation to repay the deposit to the shareholders

the company can only be if so provided by the project

the distribution.



(3) If an obligation to pay benefit companion so far

the outstanding part of the deposit, they shall not apply when the vote on the allocation of

provisions of the Act, which regulates the legal relations of business companies

and cooperatives, on the prohibition of the exercise of voting rights in the case that is a companion

in default in repayment of the deposit and if he be waived of the

obligations. ".



358. In paragraph 289, the words ' the provisions of § 97-99 ", the words" and section

99B. "



359. § 290:



"§ 290



(1) the Division of a project also includes a joint-stock company



and) in connection with Exchange ratio when splitting an indication of how much

shares and what or what the recipient companies will be replaced with a

one share of the company with an indication of their form, of a kind,

forms, transferability, nominal value and any information concerning admission

to trading on a regulated European market, including detailed rules

a procedure for the Exchange, which shall include at least the method and time limit for the

presentation of the shares of the company to the Exchange, if the

Exchange, or an indication that the shares will be either all or some

shareholders exchanged with the reason, if this fact known in

the time of the merger project,



(b)) in connection with the exchange ratio when you split an indication of how much

What or which shares in the recipient companies will be allocated to a single

share of the company with an indication of their form, the nature, form,

transferability, nominal value and any information about their adoption

to trading on a regulated European market, including detailed rules

the procedure for their přidělovaní, which shall include at least the method and time limit for the

takeover of shares of the acquiring company if shall be allocated,

or an indication that the shares of the acquiring company will not be either all

some shareholders of the company being divided or assigned, with an indication

because, if this fact known at the time of the merger project,



c) determine how will the Division by merging acquired shares of the acquiring

the company needed to replace,



(d) an indication of the impact of split) the merger or divestment of the shares

existing shareholders of the acquiring or distributed by companies, in particular

an indication of the fact that their shares are not subject to Exchange, or an indication that the

breaks down, that increases or decreases their nominal value or with

changing their form, nature or form, including the rules of the procedure for their

Exchange or submission to indicate changes to the nominal value, which

shall contain at least the manner and deadline for the submission of documentary shares

the acquiring or distributed company



e) rights that the acquiring company will provide the owners of each

classes of shares, warrants or other securities, or

the measures, which are designed for them,



f) procedure in the event that the shareholders of the companies involved a

the right to sell off shares in the acquiring company, in particular an indication of the time limit, and

the way the publication of public contract,



g) when nerovnoměrném Exchange or distribution with the emergence of

the acquiring company other legal forms than the joint-stock company,

conditions for a settlement, which is intended to provide some of the succession

companies or a third party, unless all shareholders the right to

the settlement gave up, and



h) data about how many seats on the Supervisory Board of the acquiring stock

the company is to be occupied by persons elected by employees of the acquiring

joint-stock company, stating that this space is not used and will be

occupied until after the registration in the commercial register allocation.



(2) the beginning of the time limit for the submission of documentary shares cannot

precede the date of registration in the commercial register. distribution ".



360. in paragraph 290, the following new section 290a and 290b are added:



"section 290a



(1) if it is not repaid the issue price prior to the preparation of project splitting and

from the project to the split does not follow that the obligation to repay the outstanding part of the

the issue price shall cease, the project must determine to what the split

the acquiring company or the company's shareholder obliged to emission

course pay and in what amount. When the divestment is repaying the outstanding shareholder

part of the issue price of the company, unless the project split

Specifies that has to be repaid within some of the recipient companies.



(2) to repay the outstanding obligations of the waiver portion of the issue price at

the current distribution of the merger the shareholders of the acquiring or

the company being divided may occur only if there is a reduction of

the capital of the acquiring company pursuant to section 296 and 110 or distributed

the company pursuant to § 266a of paragraph 1. 2.



(3) waive the obligation to repay the unpaid issue price

the shareholders of the company being acquired can be used only if so provided by the

Division of a project, just after the registration in the commercial register, and distribution

If secured creditors ' claims under this Act.



(4) in order to be granted immunity from the obligation to repay the outstanding shareholders a portion

the issue price, do not apply in the vote on the allocation of provisions

the law, which regulates the legal relations of the trading companies and cooperatives,

on the prohibition of the exercise of voting rights in the event that a shareholder in arrears

in repayment of deposit or if he be waived of the obligation.



section 290b



(1) the distribution is split prior to the registration in the commercial register

not used the place in the Supervisory Board of the acquiring company to be

occupied by persons elected by employees of the acquiring company.



(2) the election of the members of the Supervisory Board of the acquiring company elected

employees shall be made within 90 days after the registration in the commercial Division

Register. ".



361. § 291:



"§ 291



On the supplements when you split, the provisions of sections 106 and 107 apply mutatis mutandis,

If it is not stipulated otherwise. ".



362. In article 292, the words "paragraph. 3 "shall be deleted.



363. § 294 is hereby repealed.



364. In paragraph 295, the words "or a separation by consolidating ' shall be deleted.



365. In the heading of part III, title VI, part 3, the words "and the distribution of

by splitting by merging the "and the words" issued by the acquiring company "

shall be deleted.



366. § 296 reads as follows:



"§ 296



If the split occurs by merging, shall apply to the determination of the impact

Division by merging or by merging the existing separation

the shares of the shareholders of the acquiring company, the provisions of § 108 to 111

accordingly. ".



367. section 297 reads as follows:



"§ 297



The project will examine the distribution for each of the participating stock

by expert (hereinafter referred to as "expert for distribution") or expert for

distribution common to all participating companies, and on the basis of

a joint request of the companies concerned; the provisions of § 113 up to

117 shall apply mutatis mutandis. ";"



368. § 298:



"§ 298



Notification according to § 33 para. 1 (b). (b)) or the information published in accordance with §

33A must also include at least



warning to shareholders) of the participating companies on their rights

under section 299 or 299a and



b) warning for the shareholders of the company on a commitment

shares of the acquiring company pursuant to § 308. ".



369. In paragraph 299 para. 1 (b). (b)), after the words "the rule of predecessor, and"


the words "where required", and the words "If you require"

shall be deleted.



370. In paragraph 299 para. 1 letter c) is added:



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

balance sheet distributed or the acquiring company if the record date

the Division is preceded by project splitting, and if required,

also, the auditor's report on verification, ".



371. In paragraph 299 para. 1 (b). (d)), after the word "verify" the words

"or half-yearly report pursuant to the Act on capital market".



372. In paragraph 299, the following paragraph 3 is added:



"(3) If a shareholder has agreed to by the participating company will be to

providing information to the use of electronic means, he may be

a copy of the documents sent electronically. Consent can be put in any

in a way that follows this will shareholders. ".



373. in 299 § § 299a shall be inserted:



"§ 299a



(1) the company is not obliged to disclose the documents referred to in

§ 299 para. 1 at its head office, if shall publish for at least 1 month

before the date of the general meeting which is to decide on

approval of the Division, until one month after its venue on the Internet

the page. The provisions of § 33b on security websites

apply, mutatis mutandis.



(2) the provisions of § 299 para. 2 and 3 shall not apply if the Internet

This page allows you to shareholders throughout the period referred to in paragraph 1 download

and printing the documents referred to in section 299 para. 1.



(3) If for any reason whatsoever to interrupt access to the continuously

website for longer than 24 hours, is interested

the company is obliged to fulfil the obligations referred to in paragraph 299, that the time for

their performance is running at the moment of expiry of the period of 24 hours. ".



374. § 300:



"§ 300



(1) in the invitation to the general meeting or in the notice of the convening of the

meeting which is to approve a split, the shareholders shall be notified

on their rights under section 299 or 299a and invitation or notification shall

include the selected data from the financial statements, to be General

tons of approved.



(2) in the invitation to the general meeting or in the notice of the convening of the

meeting which is to approve the merger or split, the split is

including information about the impact of the split or split the shares of existing

the shareholders of the acquiring or distributed by the company, especially about the fact that

existing shareholders of shares in the acquiring company or distributed

are not subject to Exchange or that they break down, that increases or decreases their

nominal value, indicating the total amount by which the increase or decrease

the nominal value of all the shares of the shareholders of the acquiring company, or

that will change their appearance, nature or form.



(3) If there is an increase or reduction of share capital

the acquiring or distributed by the company under this Act, contains

invitation to the general meeting of all of the participating companies or notification

about the venue and an indication of what shareholder participating

the company's share capital increased or reduced, whether it is a

capital increase from own resources of the acquiring company

or from the assets of the company being acquired, whether the combined

increase the share capital or to a combination of increases and decreases

capital. ".



375. In section 301, paragraph 3 reads:



"(3) the Board of Directors of the participating companies become acquainted before the vote on the

shareholder approval of the Division, the expert report of the Division, if the

is required, and any substantial changes concerning equity, which

in the period from the project to the date fixed for the general distribution

the meeting, which decides on the allocation, in all the participating

companies. The accuracy of notification of changes relating to the property must be

confirmed by an auditor if the company is subject to statutory audit, or

an expert who carried out the valuation of the property. ".



376. In section 301, the following paragraphs 4 and 5 are added:



"(4) the Board of Directors of the companies involved shall inform about changes in equity

pursuant to paragraph 3 of the Board the other participating companies

in order to inform their general meeting.



(5) overview of the changes in the assets referred to in paragraphs 3 and 4 shall not be required,

If all shareholders have agreed in advance to all interested

companies. ".



377. section 302:



"§ 302



Resolution of the general meeting of the company being divided or about

approval of the Division must have the approval of the



and the allocation and project)



(b) the final accounts of the company being acquired) or distributed by the company and

balance of all recipient companies and distributed

company spin-off, if the record date is preceded by the distribution

copy the project or interim financial statements

the company or the company being divided. "



378. Section 303:



"§ 303



The general meeting of the acquiring company merger

must contain the



and approval of the merger project),



(b) approval of the final accounts) and the opening balance sheet, if

the record date is preceded by the distribution of the copies of the project,

where appropriate, interim financial statements and the opening balance sheet of the acquiring

the company and the



(c)) the decision on the issuance of new shares or the credentials of the Board

the issuance of new shares or options to acquire its own shares, if

need to exchange the shares of the company or the company being divided for the shares

the acquiring company; the provision of section 102 and 103 at the acquisition

own shares in order to Exchange and to increase the share capital

the acquiring company from the assets being acquired or distributed

the company shall apply mutatis mutandis. ";"



379. section 304:



"§ 304



If the existing shares of the shareholders of the acquiring company

exchanged for shares of nominal value under section 296 and 109, must

the general meeting of the acquiring company for approval of distribution

the merger also contain



and) the amount of the capital increase from own resources of the acquiring

the company and the



(b)) indicate a custom source or sources of the acquiring company from

the last ordinary, extraordinary, final or interim management statements

before drawing up the project, which will be the capital of the

increased, broken down according to the structure of the equity in the financial

accounts. ".



380. the following section is inserted after section 304 304a, which reads as follows:



"section 304a



If the shares of the existing shareholders of the acquiring company

exchanged for shares of nominal value under section 296 and 109a, must

the general meeting of the acquiring company for approval of distribution

the merger also determine the amount of the capital increase

the acquiring company from the assets being acquired or distributed

society. ".



381. section 305:



"§ 305



If the shares of the shareholders of the acquiring company shall be exchanged for shares of the

lower nominal value under section 296 and 110, the resolutions of the General Assembly

the acquiring company for approval of distribution of the merger also contain



a) amount by which reduces the nominal value of the existing shares

the acquiring company,



(b)) the amount by which the present share capital is reduced of the acquiring

the company, and



c) an indication of whether the amount that reduces the capital

the acquiring company shall be paid to the current shareholders of the acquiring

the company with an indication of the time limits for the payment of, or information about how to

otherwise it will be loaded. ".



382. In paragraph 306, the words "the register quoted" shall be replaced by

"register of companies admitted to trading on a regulated European

the market ", the words" their quotations "are replaced by the words" the presentation of

their admission to trading on a regulated European market "and the words

"the company already listed" are replaced by the words "the company has already received

to trading on any regulated European market ".



383. in paragraph 306, the following new section 306a:



"section 306a



(1) if the owner of all the shares of the acquiring company

qualifying to vote on the project, it does not require the approval of the

Division by the general meeting, if all the participating company

complied with the obligations referred to in paragraph 3 and in section 33 or 33a and section 299

or 299a.



(2) if the general meeting is held, the Board of Directors of each

the participating companies the Board of Directors of other participating

companies with all significant changes relating to assets for which the

in the period from project allocations. The accuracy of the notice of

the changes relating to the property must be certified by an auditor, if subject to

the company statutory audit, or an expert who carried out the awards

Fortune.



(3) the information referred to in § 33 para. 1 (b). (b)), if they are interested

the company referred to in paragraph 1 shall be published in accordance with § 33

or published in accordance with § 33a not later than 1 month before the date in which the

be filed for registration division in the commercial register. This is true even

for the performance of duties under section 299 or 299a.



(4) if the last annual or extraordinary accounts of any


the companies involved, where appropriate, interim financial statements, if

requires, or her final accounts has not been approved by the General

tons of or the sole shareholder of the company concerned before

registration in the commercial register, the Division approves it by the General Assembly

or the sole shareholder of the acquiring company after writing the Division into

the commercial register. Approval of the opening balance sheet in this case

not required. ".



384. In paragraph 308 of paragraph 1. 1 (b). and), the word "shareholder" shall be replaced by

"shall be entitled to exercise the voting rights at the General Assembly".



385. In paragraph 308 of paragraph 1. 2 (a). (b)), the words "listed shares in unquoted

shares "shall be replaced by the words" shares admitted to trading on the European

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

the European regulated market ".



386. In paragraph 308, paragraph 3 reads:



"(3) the obligation to buy back the shares of the acquiring company shall apply only

the shares of the acquiring company, which were exchanged for shares, which

were votes against to approve the Division. ".



387. In paragraph 309, the word "incorporated" is replaced by "or" being divided and

the number "151" are replaced by "151a".



388. In the title of part III, title VI, part 9, the words "or the Division

by splitting with the emergence of new joint-stock companies "shall be deleted.



389. In paragraph 310, the words "or separation with the emergence of the one

or more of the new joint-stock companies "shall be deleted.



390. In § 310, the existing text shall become paragraph 1 and the following

paragraph 2, which reads as follows:



"(2) if the Division of the emergence of new public limited companies

established steady exchange ratio is required



and the message of Division)



(b) a review of the project by an expert) and



(c) interim financial statement nor) half-yearly report referred to in the Act on

the capital market. "



391. section 311 is hereby repealed.



392. In paragraph 314, paragraph 1 reads:



"(1) the Division of a project also includes, in the case that the distribution

participate in a successor company or other legal forms than

What is the company or the company being divided, or that the acquiring

at the same time, the company changed its legal form of the Division by merging,

These data



and how many shares a certain form), the type, form and nominal value of the receive

partner of the company or of companies with limited liability

in Exchange for its share of the business when you split or to a business share

in a split with the fact that the amount of the supplement shall not exceed 10% of the amount

the nominal value of the new shares to be exchanged for shares of the

of the company or of companies with limited liability, or



b) data about what will be the amount of the deposit and the amount of shares that

receives the shareholder of the company or of the joint-stock company in Exchange

for their shares, with the fact that the amount of the supplement shall not exceed 10% of the basic

the capital of the acquiring company in each Division of the formation

new companies, or 10% of the amount of capital increase each

the acquiring company from the assets being acquired or distributed

the Division by merging companies. ".



393. In paragraph 314, after paragraph 1 the following new paragraphs 2 and 3, which

shall be added:



"(2) where the company being acquired and the acquiring company joint-stock company

company limited liability company, contains draft terms of Division and

the amount of compensation for the owners of convertible bonds or bonds and

warrants with the rules for her paycheck. A refund shall not be made before the

registration in the commercial register and split before they secured

the claims of creditors under this Act. The provisions of § 380 and 381 of

convertible bonds and preferred bonds shall apply mutatis mutandis.



(3) if the deposit has not been paid or the issue price of actions, this shall be

in fact the project. ".



The current paragraph 2 shall become paragraph 4.



394. In paragraph 315, the words "the company being divided," the words

"or there is a change of legal form of the acquiring company

distribution of the merger, "and part of the sentence after the semicolon semicolon is including

repealed.



395. Section 316:



"§ 316



If, in the company being acquired or acquiring companies with limited liability

have not yet been fully paid all deposits, or if it has not been paid

the issue price of the shares of the joint stock company, concerned that changes the legal

the form of a limited liability company, is required for approval

the distribution of the consent of all the shareholders of the companies involved. ".



396. section 317 read as follows:



"§ 317



(1) when the Division by merging and acquiring company changes its

legal form, contains the draft terms of Division and



and the social contract or by) the instrument of succession

company with limited liability or joint-stock, the statutes of the acquiring

the company and the



(b)) the names and residence of persons who are to be the statutory body or its

members or members of the Supervisory Board.



(2) if the successor company changes legal form to a

the company is exchanged and shares the existing shareholders on

the acquiring company. The provisions of § 252, 290a and 310 on the publication of the

or publication of the Division for repayment, on the

by the Charter and even the share exchange ratio shall apply mutatis mutandis.



(3) if the acquiring company is changing the legal form of the company

limited liability company, the Exchange also shares the existing shareholders of the acquiring

the company. The provisions of § 252 and 288 on the disclosure or publication of the

the project, on the content of the social contract of the acquiring

of the company and by a treaty shall apply mutatis mutandis.



(4) the Division of the merger referred to in paragraph 1 shall not apply the provisions of

This Act on the change of legal form. ".



397. In the heading of part III, title VII, part 2, the words "special

the provisions on the performance of "shall be replaced by" protection ".



398. Section 318:



"§ 318



(1) a shareholder of the company joint-stock company, which did not agree with this,

the successor company, whose Companion is to become, according to the project

the Division after the registration in the commercial register, the Division has, or should have

the legal form of limited liability company has the right of the company

joint-stock company to get off, if the shareholder of the company

joint-stock company at the date of the general meeting, which approved the

the split, and voted against approval of the split.



(2) a shareholder is entitled to withdraw from the company only on those

the shares, which voted against the approval of the Division.



(3) shareholders of the company being acquired for the performance of joint-stock company

the provisions of § § 165 paragraph up to 160. 1 and section 165a shall apply mutatis mutandis. ";"



399. in paragraph 318, the following section is inserted: 318a



"§ 318a



(1) a shareholder of the joint stock company, which did not agree with this,

the successor company, whose Companion is to become, according to the project

the Division after the registration in the commercial register, the Division has, or should have

the legal form of limited liability company has the right to notify the

distributed by the company that it does not want to become a shareholder of the acquiring

company with limited liability, if the shareholder of the company

joint-stock company at the date of the general meeting, which approved the

secede, and voted against approval of the spin-off.



(2) the provisions of § 160 and 163 to § 165 paragraph. 1 and section 165a to performances

the shareholders of the company shall apply mutatis mutandis. ";"



400. §§ 320:



"§ 320



The share exchange ratio in the distribution of the cooperative project also includes determining how

in a way, when you change the amount of distribution of Member deposits and other assets

participation in the team and all the recipient indicating the cooperatives, or

an indication that the amount of members ' shares and other equity, for any

Member in indicating the successor cooperative or not change. ".



401. in paragraph 320, the following new section 320a and Spartan army, which read as follows:



"§ 320a



(1) if the Member contribution to preparation of the project paid off before the split,

the project must determine what the splintering of the successor cooperatives or

Co is a member shall be obliged to pay the fare and Member contribution in what amount. When

divestment is repaid the outstanding member deposit rozdělovanému cooperative,

unless the divestment project specifies that has to be repaid within one of the

the recipient cooperatives.



(2) the obligations of the Member to repay the deposit waivers can occur only

If there is a reduction of Member deposits in the project.



§ a Spartan army



(1) the obligation to repay the deposit does not terminate the registration of the member distribution cooperatives

in the commercial register, unless the project implies that Member

the deposit is due to the split.



(2) reduces to the Member contribution, even though it was paid, and the amount of the reduction

a member of the deposit is to be returned to the Member according to the project,

contains the project Division and the deadline to return the amount of the reduction of the Member

the deposit and the determination of a cooperative member of the performance.



(3) the amount referred to in paragraph 1 shall not be paid before registration of the Division

in the commercial register and before the secured accounts receivable

creditors under this Act.



(4) If a member has not paid off completely, you can deposit to conclude an agreement on the

waiver of the obligation to repay the outstanding part of capital only within the


the conditions referred to in paragraph 3. In this case, the project must

distribution to determine the team that is a member of this deal closes. "



402. In section 321 para. 1, after the words "for distribution for" the words

"either or", and the words "§ 114 (a). (d)), and (e)), paragraph 115, and "shall be replaced by

the word "to".



403. Section 322:



"§ 322



Notification according to § 33 para. 1 (b). (b)) or under section 33a must also

contain at least a warning for members on their rights under section 323, or

323a. ".



404. In section 323 paragraph 2. 1 (b). (b)), after the words "the rule of predecessor, and"

the words "where required", and the words "If you require"

shall be deleted.



405. In section 323 paragraph 2. 1 letter c) is added:



"(c)) of the final accounts of all of the participating cooperatives, opening

balance sheet distributed by the successor cooperatives or cooperative, or, if

the record date is preceded by the distribution of copies of the project, and

If required, also the auditor's report on verification, ".



406. In section 323 paragraph 2. 1 (b). (d)), after the word "verify" the words

"or half-yearly report pursuant to the Act on capital market".



407. In paragraph 323, the following paragraph 3 is added:



"(3) if the Member has agreed to by the participating team will be to

providing information to the use of electronic means, he may be

copies of the documents referred to in paragraph 1 be sent electronically. In such a

the case shall not apply the provisions of paragraph 2. Consent can be put in any

in a way that follows the will of the Member. ".



408. in paragraph 323, the following new section 323a is inserted:



"section 323a



(1) the participating cooperative is not required to make available the documents referred to in section

323 paragraph 2. 1 at its head office, if shall publish for at least 1 month

before the fixed date of the members ' meeting, which is to decide on

approval of the Division, until one month after its venue on the Internet

the page. The provisions of § 33b on security websites

apply, mutatis mutandis.



(2) the provisions of § 323 paragraph 2. 2 and 3 shall not apply if the Internet

This page allows members of cooperatives throughout the period referred to in paragraph 1

downloading and printing the documents referred to in section 323 paragraph 2. 1.



(3) If for any reason whatsoever to interrupt access to the continuously

website for longer than 24 hours, is a participating cooperative

required to fulfil the obligations specified in § 323, that the time for their

the performance runs at the moment of expiry of the said period of time. ".



409. In paragraph 324, after the words "§ 323" the words "or the word" 323a

the "final" shall be deleted and paragraph at the end of the text, the words "shall be added,

that has to be approved by the membership meeting ".



410. In paragraph 325, paragraph 3 reads:



"(3) the Board of Directors become familiar before voting on the approval of the Division members

the expert report on the Division, if required, and with all the

substantial changes concerning equity, which occurred in the period from

copy the project to the date of the meeting of members, which

decides on Division, in all of the participating cooperatives. The accuracy of the

notification of changes concerning equity must be confirmed by the Auditor,

If the cooperative is subject to statutory audit. ".



411. In paragraph 325, the following paragraphs 4 and 5 are added:



"(4) the Board of Directors of the participating cooperatives informs about changes in equity

pursuant to paragraph 3 of the Board the other participating cooperatives,

in order to inform its members ' meeting.



(5) overview of the changes in equity is not required, unless the advance

all members of all the participating teams. ".



412. Section 326:



"§ 326



The resolution of the meeting of members of the merging or distributed by the cooperative on the

approval of the Division must have the approval of the



and the allocation and project)



(b) the final annual accounts of the merging) or distributed by cooperatives and

the opening balance sheet distributed by or for cooperatives or

the recipient cooperatives, if the record date is preceded by the distribution

copy the project or interim financial statements

These teams. ".



413. § 327:



"§ 327



The resolution of the meeting of members of the successor cooperative about the approval of the Division

the merger must have the approval of the



and distribution of the merger project and)



(b) the final annual accounts of the merging) of the cooperative and the opening balance sheet

the successor of the cooperative, if the record date is preceded by the distribution

copy the project or interim financial statements

the merging cooperatives. ".



414. section 328 and 329 are deleted.



415. section 331 is hereby repealed.



416. In the third his head VIII following title IX, including

Title:



"TITLE IX



SPECIAL PROVISIONS ON CROSS-BORDER DIVISION



Part 1



Basic provisions



§ 336a



For the purposes of this Act, the cross-border distribution of means



and distribution of the foreign legal person), if internal affairs

at least one of the acquiring legal entity controls or are governed by

order of the Czech Republic, or



(b)) the allocation of Czech companies or cooperatives, if internal affairs

at least one of the acquiring legal entity will be governed by the laws of the

another Member State other than the United States.



§ 336b



(1) the cross-border distribution with only legal persons may take part in

such legal forms that can participate in a cross-border

the Division under the national law of the Member States whose laws

schedules are governed by or to manage the internal affairs of legal persons

involved in cross-border distribution or successor Corporation

persons.



(2) if it is to have a cross-border acquiring in the distribution of legal

a person of such a legal form, none of the legal persons

involved in cross-border distribution prior to the registration of cross-border

distribution in the commercial register or in the foreign trade

the register, does not consider the procedure for the change of legal form. The provisions of the

paragraph 1 shall not be affected thereby.



Part 2



Some of the provisions of the project cross-border Division



§ 336c



(1) the project cross-border Division must, in addition to General information

required by law, moreover, contain



and details of procedure) determining the involvement of employees in

the Affairs of the acquiring legal person or persons, if required

the legal order of the State, which governs or will govern personal status

the acquiring legal entity,



b) data on the valuation of the assets and liabilities transferred to the successor

the legal entity,



(c) the likely impact of cross-border Division) per employee,

in particular, the figures for the planned layoffs of employees,



(d) the date of the financial statements) of legal entities involved in cross-border

the distribution used for the determination of the conditions of cross-border distribution and



(e)) or any other information required under the laws of the State, which is governed by the

internal ratios of some of the legal entities participating in the cross-border

Division or to manage the internal affairs of the acquiring legal entity

of the person.



(2) the project cross-border Division does not provide data in accordance with § 290 (a).

(c)).



(3) the project cross-border Division contains data in accordance with § 290 (a).

h) only if they have to be members of the Supervisory Board of the acquiring company and the

the representatives of the employees.



§ 336d



(1) if the cross-border distribution of participating in the Czech company with

limited liability companies, must be referred to in § 285 shipped

shareholders at least 1 month before the date of the general meeting, which

It has to be approved by the cross-border distribution.



(2) if the shareholders to approve cross-border Division of General

the pile according to § 19 para. 1, the time limit shall extend to express

Partnership for a period of 1 month.



(3) the period of 1 month also applies to the disclosure of documents pursuant to section 285

and 285a.



Part 3



Some of the provisions concerning the approval of cross-border Division



§ 336e



The project of cross-border distribution of approved by the General Assembly or the Member

meetings of the participating company or the Czech team.



§ 336f



(1) the general meeting or the general meeting of each of the Czech companies or

teams participating in the cross-border Division when authorizing's

cross-border Division may reserve, that must again be convened for

the purpose of the approval of the method and extent of the involvement of employees of the Czech

the acquiring company or cooperative, or foreign recipient

legal person, if required, unless it is a way of engaging

employees already known; in this case, it must be shareholders or

members of the familiar and the approval of the cross-border Division, was

approved the way the involvement of employees.



(2) if the way the involvement of employees approved by the general meeting, or

later, the membership meeting must be approved in the same way and at least

the same number of votes as the cross-border distribution.



(3) the decision of the general meeting or meeting of members of the Czech participating

companies or cooperatives, which approved wiring method

employees of the acquiring legal person, must be taken by a notary

write.



Part 4



Some of the provisions on the law of influence of employees in a cross-border

the Division of



§ 336g




The right to influence employees in the acquiring legal entity shall be governed by

of the State, which is governed by or to control internal affairs

the acquiring legal entity.



Part 5



Cross-border distribution of certificates



§ 336h



In cross-border distribution includes a certificate for registration in the commercial

the register under section 59z para. 3 a declaration the notary, that the



and he was presented by all) Czech participating companies, or

the cooperatives of certificates issued under section 59 votes, or according to § 59y, if

require, and that were submitted to the foreign legal

persons involved in the cross-border distribution of documents proving the

write to the cross-border Division of the foreign trade register

or public documents issued by the competent authorities of the State of the registered office, of the

which implies that the foreign legal person satisfied the requirements laid down

This legal system required for cross-border distribution, if

the Division has not yet entered into the foreign trade register or

It does not write, and



(b)) on the basis of these and other documents to certify that the submitted

the project was approved by the cross-border Division of all interested

persons in the same terms, provided such approval requires, and that they were

the requirements required by the Czech law for the registration of

cross-border Division in the commercial register.



§ 336i



(1) Notary also refuses to issue a certificate for registration in the commercial

the register pursuant to a notarial procedure if any of the documents

specified in § 336h (a). and) at time of application for the issue of certificates

older than 6 months.



(2) if the project requires the approval of the cross-border distribution only

some of the legal entities participating in the cross-border distribution,

includes a certificate for registration in the commercial register of the place that

the project was approved by the cross-border Division of all interested

persons in the same terms, an indication of the fact that cross-border projects

the distribution of all persons involved in cross-border distribution have

the same wording.



Part 6



Writing cross-border Division in the commercial register or in

the foreign trade register



§ 336j



(1) write to the Czech Republic in the commercial register

cross-border distribution only to the company being acquired or distributed by the legal

the person shall without undue delay after the split takes effect

for all of the recipient of legal persons, the application for entry in the commercial

Register



and splitting) the distribution of the person or persons who have a statutory

authority of the defunct legal entity or a member, or



(b)) when separation to be a legal person.



(2) write to the Czech Republic in the commercial register

cross-border distribution only to the acquiring legal person or

the succession of legal persons, serves for registration in the commercial

Register



and) in cross-border merger this acquiring legal

the acquiring person or jointly by all legal entities which have

registered office in the Czech Republic, or



(b)) the Division with the emergence of new companies or cooperatives of the person

that will be a statutory body of the acquiring company or cooperative

or its members.



(3) write in Czech Republic cross-border Division in both the

the acquiring legal entity or the succession of legal persons, and

of the company or of a legal person shall submit an application for registration

cross-border Division in the commercial register together with all

legal persons that have, or are to be based in the Czech Republic,

where appropriate, the persons who are the statutory body of the new company

or cooperative or its Member, if it is a split with the emergence of new

companies or cooperatives, without undue delay after the

the split will take effect for the succession of legal persons in

abroad.



§ 336k



To cross-border Division application for registration in the commercial register,

If the acquiring company or the company being divided,

Czech society or the United Squad, in addition to the documents referred to in

the implementing regulation also attaches a certificate for registration in the

the commercial register and the documents referred to in section 336h (a). and).



§ 336l



(1) the legal effects of the cross-border Division regarding the successor

legal person occurs with the United of the acquiring legal person on the day

cross-border distribution of enrollment for the acquiring legal person in the

the commercial register.



(2) the registration of cross-border Division referred to in paragraph 1 has, in relation to

the Czech company or cooperative legal effects divestment.

The same applies where there are effects of cross-border Division in relation to the

Foreign acquiring legal entity.



(3) registration division of the company being acquired or cooperatives can

do this only after the split will be registered in the commercial register or

the foreign trade register for all of the recipient of legal

persons.



(4) the Czech company being acquired or team shall cease at the moment when

you are experiencing the effects of cross-border Division for the acquiring company, or

cooperatives, where appropriate, with the last of the acquiring companies or cooperatives,

If the recipient companies or cooperatives more. ".



417. In § 337 paragraph. 1, the word "business" and "business" are deleted.



418. In § 337 paragraph. 2, the words "not allowed" are replaced by the words "to

prohibits ".



419. § 338:



"§ 338



(1) if the market share is the successor of a shareholder is stopped, the decision may be taken

on the transfer of assets, only if it is granted to the pledgee, sufficient

ensure its claim.



(2) when the stopped quotient of another partner, is in favor of lien

the creditor instead of the defunct share claim to payment stopped

the settlement, which is the companion to the right under this Act,

up to the amount of the secured debt. Stop this

claims of the pledgor to the pledgee in writing without undue

delay after the registration in the commercial register of the transfer of assets. The same

the obligation of the acquiring shareholder has, if he or she is or may be a person

the pledgee is known.



(3) a partner, whose share is suspended in accordance with paragraph 2, shall be notified in writing

the receiving partner person of the pledgee and the amount provided by the

the claim without undue delay after he learned or could learn

the convening of the general meeting of the company, which has to approve the

transfer of assets to a successor company.



(4) the creation of a lien referred to in paragraph 2 to the receiving

partner at the moment write effective wealth transfer to the business

Register, if he knew or could have known already before this writing, that the share of

another companion is stopped, otherwise at the time when he learned of the

Lien in a manner that provides for the civil code. ".



420. § 339:



"§ 339



Wealth transfer project contains at least



and), name, registered office and legal form of identification number of the company

the company,



(b)), name, registered office and legal form of identification number or name,

last name, residential address and social security number, and if it has not been assigned, date of birth

the successor of a shareholder,



(c)) the record date transfer of assets, if the acquiring shareholder accounting

the unit according to the Act on accounting or happens to her writing conversion

capital in the commercial register, and



(d)) unless the transfer of assets to a single partner, and detailed rules

to determine the amount and maturity of the settlement provided by others

to the shareholders of the company. ".



421. In paragraph 340, after the words "shall be the date of", the words "copy

project acquisitions and at the time ".



422. § 341:



"§ 341



(1) the receiving partner is obliged to provide the other shareholders

the company a cash settlement.



(2) the amount of the settlement provided by the other shareholders of the company

the company must be proportionate to the real value of their shares.

The amount of the settlement must be accompanied by the expert (hereinafter referred to as

"expert for the transfer of assets").



(3) an expert for the transfer of assets, in which the review of the above

the adequacy of the settlement (hereinafter referred to as the "expert report on the transfer of assets"),

must contain in addition to the formalities required by law governing

the activities of the experts also



and valuation of assets of the company) with an indication of the method, or methods,

According to which valuation was made of the company,



(b)) whether and what specific difficulties encountered in valuation and



(c) the amount of the settlement attributable to) each business interest or share

a particular kind of a certain nominal value.



(4) the provisions of § 113 paragraph. 3, § 115-117 the expert for conversion

Fortune and an expert report for the transfer of assets shall apply mutatis mutandis. ";"



423. under § 341, the following new section 341a:



"section 341a



(1) the payment of a reasonable settlement provided by other partners

is made within 1 month from the date of entry of the transfer of assets to the business

the register.




(2) the Settlement shall be remunerated at the rate of the average interest rates on loans

granted in the year preceding the year in which the transfer of assets was written

in the commercial register, banks on the territory of the Czech Republic from the date of

registration in the commercial register of the transfer of assets to the payment; the right to

interest on late payment shall remain unaffected.



(3) the interest referred to in paragraph 2 does not arise for a period, after which it was

the creditor is in default with acceptance of the performance of or the provision of the necessary

synergy. ".



424. In § 342 para. 1 the words "§ 92 and 93" shall be replaced by ' paragraph 93 and 93a ".



425. In § 342 para. 2 the words "§ 112 to 117, section 118 (a). a) and b) §

119, § 121 paragraph 2. 1 and article 122 shall be replaced by ' paragraph 118 (b). and), § 119,

119A, section 121 paragraph 2. 1 and section 122 ".



426. In § 342 para. the number "3" is replaced by "167 168" and the words "and section

175-177 "shall be deleted.



427. In § 342, the following paragraphs 4 and 5 are added:



"(4) if the receiving partner is a public company

or the limited partnership, the provisions of § 78 on the right of shareholders to

information shall apply mutatis mutandis.



(5) instead merger expert reports required pursuant to paragraphs 1 to 4 shall

provides the shareholders or members of the expert report on the transfer of assets. ".



428. in § 342, the following new section 342a, which reads as follows:



"section 342a



(1) if the receiving partner Czech legal person other than the

company or cooperative, approving the transfer of assets to the partnership its

the highest authority. Does not have-if the legal person of the highest authority, approves the

project acquisitions its supervisory authority. The provisions of § 343 to

the content of the decision approving the transfer of assets to the partnership, the

by analogy. If the legal person or the inspection authority, subject to the project

transfer of assets to a shareholder approval.



(2) the provisions of § 118 (a). and), § 119 and 119a of the information obligations

the successor of a shareholder shall apply mutatis mutandis to the legal entity

referred to in paragraph 1, if the shareholders or members. ".



429. § 343:



"§ 343



Decision of the competent authority of the receiving partner, that is

a legal person, has the approval of the



and acquisitions, and project)



(b)) the final accounts of the opening balance sheet and, if required,

If the record date is preceded by the wealth transfer project conversion

equity or interim financial statements, if required. "

.



430. section 344:



"§ 344



Opening balance sheet and the final accounts for the successor

Companion builds and approved only if the

According to the Act on accounting unit. ".



431. in paragraph 344 section 344a shall be inserted:



"section 344a



(1) the obligation of the successor of a shareholder to pay off unpaid deposit or

the issue price of shares or part of the company being acquired shall expire on

registration of the transfer of assets in the commercial register of the merger.



(2) the obligation of the other shareholders to repay the outstanding deposit or its

the issue price of shares or part of the registration of the transfer of assets to the business

the register shall not cease and's claim to payment of the settlement

does the claim for repayment of deposit or its unpaid

or the issue price of shares with accessories. "



432. In paragraph 345 of paragraph 1. 1 the word "decide" is replaced by

"declare".



433. In paragraph 345 of paragraph 1. 2, the word "Decision" shall be replaced by

"Declaration", the word "last" shall be deleted and the word "accept" with the

replaced by the words "to make and deliver to the Court rejstříkovému".



434. In article 345, paragraph 3 reads:



"(3) a declaration referred to in paragraph 2 takes the form of a notarial act and its

part of the project is the conversion of the property. ".



435. In the title of part four of title III, the word "General Partner"

replaced by the word "Companion".



436. section 347:



"section 347



On cancellation of a limited partnership with the transfer of assets to the partnership

apply mutatis mutandis legislation canceling a public company with

transfer of assets to the partnership. ".



437. § 348 is hereby repealed.



438. In paragraph 349 of the text at the end of paragraph 2, the words "and represents the

at the same time 90% of the voting rights in the company ".



439. § 350-352 shall be deleted.



440. § 353:



"§ 353



Resolution of the general meeting of the company with limited liability on the

approval of the transfer of assets shall include the approval of the



and the transfer of assets, project)



(b)) of the final accounts, if the record date is preceded by the transfer of assets

project acquisitions, and



(c) the opening balance sheet) if the record date is preceded by the transfer of assets

project transfer of assets, and if the receiving partner in time

decisions of the general meeting the accounting unit. ".



441. In paragraph 354 of the text at the end of the first sentence, the words ", if

It is to these shares and 90% of the voting rights in the company

the company ".



442. § 355:



"§ 355



(1) if the acquired Corporation released a removable or

bonds or warrants on shares and transposing the companion

There is no other corporation, transfer of assets and contains a project of

compensation for the owners of these securities with the rules for its

payout.



(2) compensation shall not be made before the registration of the transfer of assets to the business

Register and before the secured creditors ' claims under this

the law. The provisions of § 380 and 381 to removable and bonds

shall apply mutatis mutandis. ";"



443. section 356 is repealed.



444. § 357:



"§ 357



(1) the acquiring shareholder shall instruct the payment settlement responsible person and

to this end, it will provide the necessary financial resources prior to registration

transfer of assets in the commercial register. The receiving partner is not

entitled to receive funds.



(2) the designated officer shall issue to the shareholders for the purpose of receiving the registration

wealth transfer in the register of a document, certifying that the

received the funds necessary for the payment of the settlement in the amount of

listed in project acquisitions. ".



445. § 358:



"§ 358



(1) the receiving partner is not entitled to with funds provided by the

§ 357 paragraph. 2.



(2) the authorized person returns the unpaid money, together with interest

the receiving partner without undue delay after elapsed

the time limit for payment of the settlement set out in project acquisitions. After

the expiry of the settlement shall be paid directly to the receiving partner.



(3) passed the funds are not part of the insolvency estate

the assignee, if the bankrupt under the Insolvency Act

a similar situation occurs, or under the law of another Member State

than the United States. ".



446. section 359:



"§ 359



Resolution of the general meeting of the joint-stock company for approval

transfer of assets must include approval of the



and the transfer of assets, project)



(b)) of the final accounts, if the record date is preceded by the transfer of assets

project acquisitions, and



(c) the opening balance sheet) if the record date is preceded by the transfer of assets

project transfer of assets, and if the receiving partner in time

decisions of the general meeting the accounting unit. ".



447. In part four of his head in the following title VI, including the

Title:



' TITLE VI



SPECIAL PROVISIONS ON CROSS-BORDER TRANSFER OF ASSETS



Part 1



Basic provisions



§ 359a



For the purposes of this Act, the cross-border transfer of assets means the



and the cancellation of the Czech society) without going into liquidation, if the assets of the

the company, including the rights and obligations arising from employment relations,

takes a foreign person who is its only receiving

Companion or



(b) the foreign legal person) the termination without liquidation, if the assets of the

persons, including the rights and obligations of labor relations, will take over the

Czech person who is its sole implementing partner.



Part 2



Some of the provisions of the project of cross-border transfer of assets



§ 359b



(1) if it is being acquired by a Czech company, the project must

the cross-border transfer of assets in addition to the General requirements that are required

This Act also include



and details of procedure) determining the involvement of employees in

the Affairs of the successor of a shareholder, if required,



(b) the impact of cross-border transfer) likely assets to employees,

in particular, the figures for the planned layoffs of employees, and



(c)) for more information required under the laws of the State whose law

the internal controls, the ratios of foreign partner, receiving or in which

the receiving partner, foreign residence.



(2) if the company is a legal entity a foreign person and

transposing the companion United person, is governed by the requirements of the project

the cross-border transfer of assets by the laws of the State in which the registered office of the

the company legal person.



§ 359c



(1) if it is being acquired by or receiving partner

Czech limited liability company must be the documents referred to in section 93

sent to shareholders at least 1 month before the date of the general meeting,

that has to be approved by the cross-border transfer of assets.




(2) if the shareholders to approve cross-border transfer of assets outside the

the general meeting according to § 19 para. 1, the time limit shall extend to

expression of partnership for 1 month.



(3) the period of 1 month also applies to the disclosure of documents under section 93a.



Part 3



Some of the provisions concerning the approval of the cross-border transfer of assets



§ 359d



(1) the project of cross-border acquisitions approved by the general meeting, if the

the company being acquired by a Czech company with limited liability or Czech

joint-stock company.



(2) the project of cross-border acquisitions approved by the General Assembly or the

the general meeting if the shareholder receiving the Czech company with

limited liability company, Czech joint-stock company or the Czech squad.



(3) if the receiving partner Czech legal person referred to in section

342a para. 1, the provisions of section 342a.



§ 359e



(1) the general meeting of the Czech company being acquired or the general meeting, or

membership meeting of the Czech successor of a shareholder's approval

the cross-border transfer of assets may reserve, that must again be convened

for approval of the method and extent of the involvement of employees, if

It requires unless the way employee involvement already known; in such a

If it must be shareholders or members of the familiar and the approval of the

the cross-border transfer of assets, was approved wiring method

employees.



(2) if the way the involvement of employees approved by the general meeting, or

later, the membership meeting must be approved in the same way and at least

the same number of votes as the cross-border transfer of assets.



(3) the decision of the general meeting of the company or the General Czech

meeting or meeting of members of the Czech partner to whom the successor

was approved by way of engaging employees in the receiving partner,

notarial record must be made.



Part 4



Some of the provisions on the law of influence of employees in a cross-border transfer

Fortune



§ 359f



The right to influence employees in the receiving partner shall be governed by

of the State which governs the internal ratios of the successor company.



Part 5



Some of the provisions of the law on settlement of cross-border transfer

Fortune



§ 359g



(1) the right to settlement is governed by the provisions of this Act, always if the

the company being acquired by a Czech company.



(2) if the company is a legal person of a foreign legal

the person governed by the law on the settlement of the legal order of the State, which is governed by the

its internal affairs.



§ 359h



Some of the provisions of the expert report on transfer of assets



Expert report on the transfer of assets is always required if the company

by a Czech company.



Part 6



Some of the provisions on the closing date



§ 359i



If the project does not include the cross-border transfer of assets and record date

implementing partner is a person who is an entity

According to the Act on accounting, looking at the day when the effective

the cross-border transfer of assets as at the record date.



Part 7



Certificate for cross-border transfer of assets



§ 359j



When the cross-border transfer of assets includes a certificate for registration in the

commercial register under section 59z para. 3 a declaration the notary, that the



and he was presented with the Czech) a person participating in a cross-border

wealth transfer certificate issued under section 59 votes, or according to § 59y,

If required, and that he was made a foreign person

interested in cross-border wealth transfer deed proving registration

the cross-border transfer of assets to the foreign trade register or

a public document issued by the competent authority of the State in which the foreign

by a person established or resident, from which it follows that the foreign person has fulfilled the

the requirements set out in this legal system required for cross-border

transfer of assets, if not yet cross-border transfer of assets to the

the foreign trade register or such registration

does not require, and



(b)), on the basis of these and other documents submitted certifying,

that project was the cross-border transfer of assets has been approved by both the participating

persons in the same terms, provided such approval requires, and that they were

the requirements required by the Czech law for the registration of

the cross-border transfer of assets in the commercial register.



§ 359 k



(1) Notary also refuses to issue a certificate for registration in the commercial

the register of the order of procedure laid down in the notary, if a document is

pursuant to section 359j (a). and) when applying for the issue of a certificate of 6

months.



(2) if the project requires the approval of the cross-border transfer of assets

only some of the people involved in the cross-border transfer of assets,

includes a certificate for registration in the commercial register of the place that

the project was the cross-border transfer of assets has been approved by both the participating

persons in the same terms, the Declaration of a notary, that the project of cross-border

transfer of assets of the company legal person and the successor of a shareholder

have the same wording.



Part 8



Write a cross-border transfer of assets in the commercial register or in

the foreign trade register



§ 359l



To the application for registration of the cross-border transfer of assets in the commercial register,

If it is being acquired by the Czech company or transposing

companion of the Czech person, in addition to the documents referred to in the implementing

the regulation also attaches a certificate for registration in the commercial register and the

the documents referred to in section 359j (a). a).“.



448. In paragraph 360 of paragraph 1. 2 the words "company" shall be replaced by

"Company" and the word "business" is deleted.



449. In paragraph 360 of paragraph 1. 3, the word "business" is deleted.



450. In the introductory part of section 361 of the provisions, the words "must include"

shall be replaced by the word "includes".



451. In paragraph 361 (c). a) to (c)), e), (f)) and i), the word "business" is deleted.



452. In paragraph 361 (c). (d)), the word "processed" shall be replaced by

"comprising".



453. In § 361 to the beginning letter h), the words "when you change the legal

forms of joint-stock companies ".



454. § 362:



"§ 362



(1) the project changes legal form to a company with limited liability or a

joint-stock company or a co-operative may be published under section 33 or

published in accordance with § 33a without putting the data according to § 361 (c). I).



(2) the procedure referred to in paragraph 1 is missing information in the project changes

legal forms make up before its approval, unless the members of the Supervisory Board

elected employees under section 371. The provisions of § 33 and 33a shall apply. ".



455. § 363:



"§ 363



(1) at the registered office of the cooperative or joint-stock company changing its legal form

must be available for inspection to the shareholders or members of at least one month before

set out the date of the general meeting of a public limited company or Member

a meeting of the cooperative, which is to decide on the approval of the change of legal status



and) project change in legal form,



b) report on the change of legal form, if required,



(c)) an expert for the valuation of assets, if required, and



(d)), the emergency or interim financial statements referred to in section 365 and

If required, also the auditor's report on verification.



(2) joint stock company or team changing its legal form issues

each shareholder or member who so requests, without undue

delay, a copy of or an extract from, free of charge, of the instruments referred to in paragraph 1,

If you require.



(3) If a shareholder or member, agreed that the joint-stock company

or changing the legal form of a cooperative will be to provide information to use

electronic means, a copy of the documents may be sent to

electronically. Consent can be put in any way, from which it follows that

will the shareholder or member. ".



456. in paragraph 363, the following section 363a and 363b are added:



"§ 363a



(1) joint stock company, or changing the legal form of a cooperative is not required to

make the documents referred to in § 363 paragraph 2. 1 at its head office, if the

publish for at least 1 month before the date, which has to be taken

the decision on the change of legal form, until 1 month after this

the decision on the Internet site. The provisions of § 33b on security

the website shall apply mutatis mutandis.



(2) the provisions of § 363 paragraph 2. 2 and 3 shall not apply if the Internet

This page allows you to shareholders or members throughout the period referred to in

paragraph 1 to download and print the documents referred to in § 363 paragraph 2. 1.



(3) If for any reason whatsoever to interrupt access to the continuously

website for longer than 24 hours, is a joint-stock company

or changing the legal form of a cooperative is obliged to fulfil the obligations referred to in §

363, that the time for compliance therewith is running at the moment of expiry of 24

hours.



section 363b



(1) changing the legal form of a limited liability company shall be used in

relation to the right of members to get acquainted with the documents specified in § 363

paragraph. 1 the provision of section 93 and 93a, mutatis mutandis.



(2) changes to the legal form of a public company or limited partnership

the company, it shall apply in relation to the right of members to become familiar with

the documents specified in § 363 paragraph 2. 1 the provisions of § 78 accordingly. ".



457. In § 364 para. 1, the word "business" be deleted, the words "does not include


information about the Manager of the deposit "with the words", the first jednatelích and

members of the Supervisory Board "and at the end of the text of paragraph 1, the following words"

If the deposits are fully paid. "



458. In § 364 para. 2, the word "business" is deleted.



459. the following section is inserted after section 364 364a, which reads as follows:



' paragraph 364a



(1) If, at the time the project changes to the legal form of paid

whole or in part, the deposit or deposit the issue price of the shares, the

This change in legal form in the project for each partner or

Member indicating the method and the maturity of the deposit, a member of the deposit

or the issue price.



(2) in the event that the deadline for the repayment of the deposit, a member of the deposit

the issue price or current partner or a member of a is longer than the

the period provided for by the law for the form of the company or cooperative, which has

acquire the company or team changing its legal form, must not be a time limit in the

change in legal form project longer than the period laid down

by law. Run the statutory period is counted from the date of entry of the change of legal form

in the commercial register. ".



460. section 365:



"§ 365



(1) a company or a cooperative is required to build on the date on which it was

the project made changes of legal form, interim financial statements, if not

day processing of changes to the legal form of the balance sheet date.



(2) Interim, annual or extraordinary financial statements prepared on the date on

which was made project changes of legal form, must be verified

the Auditor, if the verification of the financial statements by the auditor is required by law to

Auditors.



(3) the data from which it is drawn up the financial statements, must not be older than 6

months calculated to the date on which the change of legal form is approved.



(4) if the amount of equity in the financial statements to the

the date on which the project is made of legal form, lower than the standard

capital, which is to have a company or team project changes

legal forms, legal forms of change is not permissible, unless the partners

or members of the change in legal form in a project shall undertake to the surcharges legally established outside the

the share capital in a level that at the date of entry of the change of legal form to a

commercial register capital was equal to or higher than the base

capital. ".



461. In section 366 para. 1 the words "legal status" shall be replaced by

"on the day preceding the day of entry of the change of legal form to the business

the register "and the word" business "after the word" on "is repealed.



462. In section 366 para. 2, after the words "interim financial statements"

the words "referred to in paragraph 1" and at the end of the text, the words "shall be added,

If provided for by a special legal regulation ".



463. Section 367, including footnote # 5 reads as follows:



"§ 367



(1) If a change in the legal form of a limited liability company

or joint-stock company, is obliged to leave the company or cooperative

appreciate their assets by an expert opinion on the date on which it was drawn up project

change in legal form.



(2) the provisions of section 75 para. 1 (b). ) to c) the contents of the expert opinion

for the valuation of the assets shall apply mutatis mutandis. In addition, the expert opinion shall state whether

the valuation of the assets of the company or cooperative matches at least the amount of the

the company's capital by project changes of legal form. The amount of the

the share capital of the company with limited liability or joint-stock

the company in this case cannot be higher than the amount of the award

assets resulting from expert opinion.



(3) the valuation of the assets referred to in paragraphs 1 and 2 may be replaced by the procedure referred to

the law governing legal relations of commercial companies and cooperatives in the

cases in which regulates the exemptions from the obligation to appreciate the non-monetary

deposit by an expert opinion when the capital increase ^ 5). Period 6

months provided by law, which regulates the legal relations of business

companies and cooperatives, with the valuation, carried out by recognized independent

an expert in this case calculated on the date of entry of the change of legal form to a

the commercial register.



5) section 59a of the commercial code. ".



464. In paragraph 368 paragraph 2. 2, the word "business" is deleted.



465. the following section is inserted after section 369 369a is inserted:



"§ 369a



The company's decision or to change the legal form of a cooperative must

include the approval of the



and) project change in legal form and



(b)) ordinary, extraordinary or interim financial statements referred to in section 265,

If so far approved. ".



466. section 370 is hereby repealed.



467. In paragraph 371 of paragraph 1. 1, the word "business" is deleted.



468. section 372:



"§ 372



(1) the application for registration of the change of legal form of limited liability company

or a public limited company in the commercial register can be filed at the earliest after

the expiry of 30 days from the date when the change of legal form of the company

limited liability company or joint stock company approved by the General Assembly;

This does not apply if there is no one here who could of limited company

limited or public limited liability companies to withdraw under this Act.



(2) If changing the legal form of limited liability company and amending

the legal form of the shareholders outside the general meeting decisions, or decisions

on the change of legal form adopted pursuant to § 18 para. 2, the time limit referred to in

paragraph 1 only from the date when the last of the partners that

voted against the change of legal form, notice of acceptance

the decision on the change of legal form, unless all dissenting shareholders

reported participation in the limited liability company is already in the notice on the

opposition to the change of legal form. This does not apply if there is no one here who

could from the limited liability company to withdraw pursuant to this

of the law. ".



469. In § 373 paragraph. 1, the word "business" and the words "and of the business

company or cooperative of some organization troubles procedure laid down in this Act, "

be deleted and the word "debt" is replaced by the word "commitments".



470. In paragraph 373 paragraph 2 reads as follows:



"(2) if the liability of the members or the members after the entry of the change of the legal

form to the commercial register higher, shall be liable as follows the shareholders or members of the

After the entry of the change of legal form to the register of companies as well as for the obligations,

that existed at the date of entry of the change of the legal form of the company or

cooperatives in the commercial register. This does not apply if the disagreeing

the companion of a company under this Act or for the Member

vystoupivšího of the team. ".



471. In part five, title II, including the title. The present head

III to V are known as title II to IV.



472. In § 376 paragraph. 1, after the words "limited liability company

get off the ", the words" within the period of 30 days from the date when the change was

legal forms approved by the General Assembly ".



473. section 377 reads as follows:



"§ 377



If the withdrawal of a shareholder of the company under this Act

included in the notice of opposition to the change of the legal form of a partner

conversion pursuant to section 19 para. 2 and 3, shall be delivered to the performances

the company, no later than 30 days from the day on which the shareholder learned of the

the fact that the decision on the change of legal form was adopted by the general meeting of

the conversion, on the basis of the notification of the outcome of the vote, according to the law, which

regulates the legal relations of the trading companies and cooperatives ".



474. In section 378 paragraph. 1 the words "and the company must be delivered within the time limit

30 days from the date when the change was approved by the general meeting of legal forms "

shall be deleted.



475. In paragraph 379 of paragraph 1. 1, the word "procedure" shall be deleted and the words "from the final"

the words "ordinary, extraordinary."



476. In § 381 at the end of paragraph 1, the following sentence "the adequacy of the compensation

must be accompanied by the expert. ".



477. In § 381 para. 2, the part of the sentence after the semicolon including the semicolon

repealed.



478. In § 381 paragraph 3 reads:



"(3) if the right referred to in paragraph 1 takes effect with the company at least

one of the authorised persons within 6 months from the date on which the registration change

legal forms of incorporation become effective against third parties,

ceases to exist. The provisions of § 47 para. 2 to 4, the exercise of the right referred to in

paragraph 1 shall apply mutatis mutandis. The limitation period for payment of the difference between the

the amount of the refund referred to in the project change in legal form and the designated court is running

from the effective date of the decision of the Court under paragraph 2. ".



479. In paragraph 381, paragraph 4 shall be deleted.



480. § 383 is hereby repealed.



481. In the fifth for the title IV inserted titles V and VI, which

including the following titles:



"HEAD IN THE



THE TRANSFER TO THE UNITED STATES



Part 1



Basic provisions



section 384a



Foreign legal person may transfer its registered office in the Czech Republic,

without prejudice to its demise and the emergence of a new legal person,

unless prohibited by the legislation of the Member State in which it is situated, or

law of the State, which is governed by its internal legal relations, if

When the transfer of the seat changes its legal form of the company or the

the United squad and will be a change of legal form of its internal legal

conditions control the Czech law.



§ 384b



(1) On the transfer to the United Kingdom, the provisions of § 364,

364A, 367, 368 and 371, unless stipulated otherwise.



(2) pursuant to § 367 is the expert appointed by a court in the Czech Republic.



(3) valuation expert referred to in paragraph 2 shall not be required, if the assets of the


foreign legal persons awarded in accordance with the rules laid down

the relevant provision of the European Union for the valuation of non-monetary contributions in the

public limited liability companies.



§ 384c



For the transfer to the United States cannot occur if the foreign

legal person in liquidation or insolvency was against it

proceedings or similar proceedings in any Member State.



Part 2



Certification for transfer to the United States



§ 384d



(1) a notary shall issue a certificate for registration in the commercial register in the

the transfer to the United States under section 59z, only if he



and submitted to a public document issued) by the competent authority of the State where

foreign legal person has its registered office, and the State of which the legal order of the

governed by its internal legal relations, if different from the State in which the

registered office, showing that the foreign legal person to meet the requirements of

required by the laws of this State to the transfer to the United

Republic,



(b) a document required by the founder) Czech law in the

change of legal form and



(c)) submitted to the opinion of an expert or other document under section 384b

certifying that the property of a foreign legal person corresponding to at least the amount of the

the share capital referred to in the document referred to in subparagraph incubator

(b)), if the foreign legal person to change its form to

company with limited liability, joint-stock company or cooperative.



(2) in the case of the transfer to the United States, the certificate enrollment

in the commercial register under section 59z para. 3 also contains



and notary, statement) the foreign legal person to meet the requirements of

Czech law laid down for registration in the commercial register,



(b) a notary that) the Declaration was brought before him a public document issued

the competent authority of the State in which the foreign legal person is situated, and

the State, which is governed by its internal legal relations, certifying that the

foreign legal person has fulfilled the legal requirements required by this

regulations for cross-border change of legal form,



(c)) of the original seat of the foreign legal person, the name or business name and

indication of its legal form, and (d) the designation of foreign trade)

the index, which is a foreign legal person is registered, and the number of the

the registration.



(3) the notary also refuses to issue a certificate for registration in the commercial

the register pursuant to a notarial procedure, if a public document referred to in

paragraph 2 (a). a) and b) at the time of submission of application for issue of a certificate

older than 6 months.



Part 3



Registration of the transfer to the United States in the commercial register



§ 384e



(1) the transfer to the United States shall take effects on registration

in the commercial register of the transfer or the date of deletion of the

foreign commercial register, if the foreign law with him, in

which is the foreign trade index is maintained, it combines the legal effects of the changes

legal form.



(2) when the transfer to the United States shall be entered in the commercial

the register of the same information as when writing Czech society or cooperative

in the commercial register and an indication that the foreign person has transferred its

registered office abroad or with the name of the company, legal form and registered office

cross-border foreign legal persons before the change of the legal form,

including the foreign trade register, which has not yet

registered, and the registration number.



TITLE VI OF THE



TRANSFER OF REGISTERED OFFICE ABROAD



Part 1



Basic provisions



§ 384f



(1) the Czech company or cooperative may transfer its registered office to another

Member State other than the United States, without its demise and

creation of a new legal person. The personal status and the legal form of the company

or cooperatives with even after the transfer abroad continued to be governed by Czech

the legal order, unless something other the legal order of the State

company or the team moves its headquarters.



(2) the Czech company or cooperative may transfer its registered office to another

Member State other than the United States, without its demise and

creation of a new legal person, and change when you transfer your legal

form to one that is recognised in the rules of the Member State to

which the Czech society or cooperative move their headquarters,

unless prohibited by the law of that Member State.



§ 384g



On the transfer abroad shall apply mutatis mutandis the provisions of this

the law governing the change of legal form, with the exception of § 360, 361, 362, 364,

364A, § 365 paragraph. 4, section 367, 368, 371, 372.



§ 384h



Subject to the Czech company or cooperative supervision or the supervision of the administrative

authority or the Czech National Bank, is to be cross-border relocation

the headquarters of the consent of the authority, unless otherwise provided by special law something else.



§ 384i



To transfer abroad cannot occur if the Czech company

or cooperative in liquidation or insolvency was against it

control.



Part 2



Some of the provisions on the transfer of the project to a foreign country



§ 384j



The transfer of the project to a foreign country must contain



and the name, registered office and) identification number of the Czech companies or cooperatives,

wishing to move their headquarters abroad, the indication of the registration

the Court in which this company or cooperative registered, and paid,

brand, under which it is registered in the commercial register,



(b) the proposed registered office),



(c) the proposed amendments to the founding documents) or the new wording

founding documents required by the law of the State in which it intends to

transfer the registered office, including any new business or name,



(d) the transfer of the) consequences on the right to influence employees,



e) transfer timetable abroad,



(f) the right to protection of shareholders), or members or creditors and other

beneficiaries, and



(g)), which information shall be governed by the laws of the internal ratios of the United

companies or cooperatives after the entry into force of cross-border transfers

of the registered office.



§ 384k



The deadline for the fulfilment of the obligations specified in § 33 or 33a is when

the transfer abroad of 2 months.



Part 3



Certification for transfer abroad



§ 384l



(1) before a notary shall issue a certificate for the transfer abroad

According to § 59 votes, the Czech company or team demonstrated with regard to the

liabilities arising prior to the publication or by posting the relocation project

abroad, that it has satisfied the obligations required by this Act

for a change of legal form in accordance with § 384g to protect the interests of creditors,

of the members or of members and other beneficiaries in respect of this company

or the team.



(2) certification for transfer to foreign countries pursuant to § 59 votes also contains

statement the notary, that the



and the project has been submitted to him) transfer to Foreign Affairs and the documents

from which it follows that the transfer of the project to a foreign country was published

According to § 33 or published in accordance with § 33a and that has been approved under this

of the Act, and



(b)), on the basis of these and other documents submitted certifying,

that project was the transfer abroad approved and have been fulfilled,

the requirements laid down in paragraph 1.



section 384 m



(1) the certificate for registration of the transfer abroad in the commercial

the register under section 59z para. 3 also contains a statement of a notary about



and that was brought to him) a public document issued by the competent authority

State in which the registered office was relocated, certifying that there has been a registration

the transfer to the foreign trade register, and the date when the

such registration has occurred,



(b)) what is the new seat of the foreign legal person, the name or business name

and its legal form,



(c) what is the name of a foreign) the register in which the

foreign legal person is registered, and the number of the registration.



(2) Notary also refuses to issue the certificate referred to in paragraph 1 in accordance with

notary regulations, if an authentic instrument referred to in paragraph 2 (a). and)

It is older than 6 months.



Part 4



Registration of the transfer abroad for a foreign business

the register and in the commercial register



§ 384n



Application for registration of the transfer to the foreign trade register

may be filed after the expiry of the period referred to in paragraph 372, and was issued

certificate under section 59 votes and 384l.



§ 384o



Transfer of the seat of the Czech companies or cooperatives abroad, and

related changes in their founding documents take effect

the date on which the transfer of the seat of the Czech society or cooperative

entered in the appropriate foreign trade register, unless otherwise provided by

law of the State in which the registered office of the registered, something else. In such a

the case of effects in accordance with what the law provides,

otherwise, the erasure of the Czech companies or cooperatives from the commercial register.



§ 384p



(1) a proposal for the cancellation of the Czech companies or cooperatives, which has moved

registered office abroad, can be given up after the transfer to the

abroad takes effect, unless the transfer abroad shall take

the efficiency of removal of the Czech companies or cooperatives out of business


the register.



(2) the cancellation of the Czech companies or cooperatives, writes that moved

registered office abroad, the new registered office abroad or a new company or

name and designation of the foreign trade register, in which it is registered

the new premises, including the number and the date of such registration.



(3) the registration Court shall release the content of registration referred to in paragraph 2 in the full

range. ".



482. In paragraph 388, the words "§ 208 paragraph. 2 and article 210 paragraph 2. 2 "shall be replaced by

"section 59 votes of paragraph 1. 2 and section 59z para. 2 ", the words" United interested corporations "

shall be replaced by "the person concerned on cross-border conversion" and the words "§

208, 209 or 210 "are replaced by the words" § 59 votes, or 59y 59z ".



Article. (II)



Transitional provisions



1. where the conversion project was drawn up according to law No. 125/2008

Coll., in the version in force until the date of entry into force of this Act,

the conversion of the current legislation, unless the shareholders or authority

companies or cooperatives responsible for approval of the conversion, decides that the

to proceed under Act No. 125/2008 Coll., in the version in force from the date of

entry into force of this law, or required by this Act to something else.



2. The provisions of § 107 para. 2 to 4 and section 358 of the Act No. 125/2008 Coll., in

the version in force from the date of entry into force of this law, shall be applied in

cases where the conversion project was drawn up before the date of the acquisition of

the effectiveness of this law, if it is not contrary to content conversion project.



3. The period of limitation for the payment of a supplement, to which a right in front

the effective date of this Act, if the current legal

Edit this right nepromlčovalo, runs from the effectiveness of this Act.



4. the provisions of paragraph 1 of section 341a. 4 of law No. 125/2008 Coll., in the version in force

from the date of entry into force of this Act shall apply in relation to the law of the sea

the settlement, which is entitled and before the date of entry into force of

of this Act.



5. Proceedings under Act No. 125/2008 Coll., initiated before the date of

entry into force of this law shall be completed in accordance with the existing laws,

regulations, unless otherwise provided by this law is something else.



6. In proceedings for nullity conversion instituted before the date of acquisition

the effectiveness of this law, the provisions of § 57 para. 2 to 4 of the Act

No 125/2008 Coll., in the version in force from the date of entry into force of this

the law.



Article. (III)



The publication of the full text of the Act



The Prime Minister shall be empowered, in the collection of laws promulgated the full text

Act No. 125/2008 Coll. on transformation of trade companies and cooperatives,

as is clear from the laws of it changing.



PART TWO



To change the code of civil procedure



Article. (IV)



Act No. 99/1963 Coll., the code of civil procedure as amended by Act No. 36/1967

Coll., Act No. 158/1969 Coll., Act No. 50/1973 Coll., Act No. 20/1975

Coll., Act No. 135/1982 Coll., Act No. 180/1990 Coll., Act No. 328/1991

Coll., Act No. 519/1991 Coll., Act No. 263/1992 Coll., Act No. 24/1993

Coll., Act No. 171/1993 Coll., Act No. 114/1994 Coll., Act No. 152/1994

Coll., Act No. 216/1994, Coll., Act No. 84/1995 Coll., Act No. 118/1995

Coll., Act No. 160/1995 Coll., Act No. 237/1995 Coll., Act No. 247/1995

Coll., Constitutional Court declared under no. 31/1996 Coll., Act No.

142/1996 Coll., the Constitutional Court declared under no. 269/1996 Coll.,

Act No. 202/1997 Coll., Act No. 227/1997 Coll., Act No. 15/1998 Coll.,

Act No. 91/1998 Coll., Act No. 167/1998 Coll., Act No. 326/1999 Coll.

Act No. 360/1999 Coll., the Constitutional Court declared under no.

2/2000 Coll., Act No. 27/2000 Coll., Act No. 30/2000 Coll., Act No.

46/2000 Coll., Act No. 105/2000 Coll., Act No. 130/2000 Coll., Act No.

155/2000 Coll., Act No. 204/2000 Coll., Act No. 220/2000 Coll., Act No.

227/2000 Coll., Act No. 367/2000 Coll., Act No. 366/2000 Coll., Act No.

120/2001 Coll., Act No. 137/2001 Coll., Act No. 231/2001 Coll., Act No.

273/2001 Coll., the Constitutional Court declared under no. 276/2001 Coll.

Act No. 311/2001 Coll., Act No. 451/2001 Coll., Act No. 491/2001 Coll.

Act No. 501/2001 Coll., Act No. 151/2002 Coll., Act No. 202/2002 Coll.

Act No. 229/2002 Coll., Act No. 309/2002 Coll., Act No. 320/2002 Coll.

Constitutional Court declared under no. 476/2002 Coll., Act No.

88/2003 Coll., Act No. 120/2004 Coll., the Constitutional Court declared

under Act No. 153/2004 Coll., Act No. 235/2004 Coll., Act No. 256/2004 Coll.,

Act No. 340/2004 Coll., Act No. 435/2004 Coll., Act No. 501/2004 Coll.

Act No. 561/2004 Coll., Act No. 561/2004 Coll., Act No. 628/2004 Coll.

Act No. 59/2005 Coll., Act No. 170/2005 Coll., Act No. 205/2005 Coll.

Act No. 216/2005 Coll., Act No. 340/2005 Coll., Act No. 377/2005 Coll.

Act No. 383/2005 Coll., Act No. 413/2005 Coll., Act No. 56/2006 Coll.

Act No. 57/2006 Coll., Act No. 79/2006 Coll., Act No. 112/2006 Coll.

Act No. 115/2006 Coll., Act No. 115/2006 Coll., Act No. 135/2006 Coll.

Act No. 135/2006 Coll., Act No. 135/2006 Coll., Act No. 189/2006 Coll.

Act No. 216/2006 Coll., Act No. 233/2006 Coll., Act No. 262/2006 Coll.

Law No 267/2006 Coll., Act No. 309/2006 Coll., Act No. 315/2006 Coll.

Act No. 296/2007 Coll., Act No. 104/2008 Coll., Act No. 123/2008 Coll.,

Act No. 126/2008 Coll., Act No. 129/2008 Coll., Act No. 259/2008, Coll.,

Act No. 274/2008 Coll., Act No. 297/2008 Coll., Act No. 305/2008 Coll.,

Act No. 384/2008 Coll., Act No. 7/2009 Coll., Act No. 198/2009 Coll.,

Act No. 218/2009 Coll., Act No. 227/2009 Coll., Act No. 281/2009 Coll.,

Act No. 285/2009 Coll., Act No. 286/2009 Coll., Act No. 420/2009 Coll.,

Constitutional Court declared under no 48/2010 Coll., Act No.

347/2010 Coll., Act No. 409/2010 Coll., Act No. 69/2007 Coll., Act No.

139/2011 Coll., Act No. 186/2007 Coll., Act No. 188/2007 Coll. and act

No 218/2006, is amended as follows:



1. in § 9 para. 3 (b). w), after the words "commercial companies and

cooperatives, "the words", including all of the refund procedure ".



2. In section 200b, the following paragraph 4 is added:



"(4) the proceedings for the cancellation of limited liability companies, joint-stock

company or cooperative as a result of cross-border mergers of commercial

or other relevant public register or equivalent

registers kept under the legislation of another Member State of the European

the Union than the United States or another State, the formation of the European

economic area (hereinafter referred to as the "foreign business register") cannot be

start the proposal, if the acquiring company or co-operative based in

The Czech Republic. The Court shall be entered on the basis of the notification authority

Member State, who leads the foreign trade register in which the

cross-border merger is registered. Paragraphs 1 to 3 shall not apply. ".



3. in paragraph 4 of section 200db is added:



"(4) the commercial court within 3 working days from the date of the registration

cross-border conversion in the commercial register under a special legal

legislation sends a notification about this registration, and information about its content,

who leads the foreign trade register in which is recorded the foreign

legal person interested in cross-border conversion. ".



PART THREE



Changing the law on trades



Article. In



In section 14 of Act No. 455/1991 Coll., on trades, as amended by

Act No. 283/1995 Coll., Act No. 167/2004 Coll., the Act No. 216/2006 Coll.

Act No. 130/2008 Coll. and Act No. 155/2010 Sb., after the words "does not have the

the competent trade licence, "the words", where appropriate,

the receiving partner who is a natural person and does not have the appropriate

the trade licence ".



PART FOUR



Amendment of the commercial code



Article. (VI)



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 section 26 para. 1, after the words "in the territory of the United States", the words

"under the terms of special legislation".



2. in section 26, paragraphs 2 and 3 shall be deleted.



The current paragraph 4 shall become paragraph 2.



3. In section 38b paragraph 2 reads as follows:



"(2) the Division of a legal entity (hereinafter referred to as" the Division ") to

commercial register of the company or of a legal person

notation that the demerger could lapse or the secession of part of the

its capital, with an indication of the company, location and identification numbers of all

the succession of legal persons. When writing cross-border distribution

writes and write the acquiring legal entity in the foreign

foreign commercial register, including the number of this registration. ".



4. in the section para. 38i 1 (b). (d)):



"(d)) decision on the revocation of a legal person, the decision is cancelled

the decision to cancel the legal person, the decision on the conversion of business

companies or cooperatives, the decision to cancel the decision on conversion

commercial companies or cooperatives, the Court's decision on the invalidity of

the company (section 68a), a report on the liquidation under section 75 para. 1,

the list of shareholders in accordance with § 75a para. 1 or a report on the disposition of

the property under section 75 para. 6. "



5. in the section para. 38i 1 letter e) is added:



"e) of the draft terms of conversion; If the project was posted on the Internet conversion

site under the law on transformation of trade companies and cooperatives,

an obligation arises Save draft terms of conversion to the collection of documents, together with the

a proposal for registration in the commercial register, ".



6. in the section para. 38i 1, the following point (e)) the following new subparagraph (f)), which read as follows:



"(f)) notice of cancellation or disapproval of the project of conversion, if it was after

its creation is cancelled or neschválen, ".



Subparagraph (f)) to (p)) are known as the letters g) to q).



7. In article 38 paragraph 2. 3 the words "§ 38i para. 1 (b). (h)), i), (j)), k), (l)), and

p), "are replaced by the words" § 38i para. 1 (b). I) to m) and q), the project

the cross-border transfer and of the Charter of the ".



8. In section 38 paragraph 4 is added:



"(4) of the Charter imposed on the collection of documents pursuant to § 38i para. 1 (b). a) to

(h)), n), o) and (p)), unless it is a cross-border project of conversion,

be made and stored in a collection of documents in the Czech language. In the collection of

documents can be saved and the translation of such documents into any foreign

of the language. Will not go to the translation into one of the official languages of the

The European Union or of another State, the formation of the European economic area,

must be officially verified. If the project was cross-border conversion in accordance

with the law on transformation of commercial companies and cooperatives comprising in

multiple language versions and applicable wording is not a Czech version, the

the collection of documents and a certified translation of the applicable text of the project

cross-border conversion into Czech language. ".



9. § 68 para. 2, the words "if its fortune on legal

the successor to "be replaced by" unless this law, that the disappearance of and

dissolution of the company occurs at the same time ".



10. In § 68 para. 3, letter e) is added:



"e) on the day of dissolution of the company, if the dissolution of the company in

as a result of the merger, transfer of assets to the partnership or as a result of the split, ".



11. In paragraph 131 of paragraph 1. 3 at the end of subparagraph (b)) the following the word "or", and

subparagraph (c)) shall be deleted.



Subparagraph (d)) shall become point (c)).



12. In § 132 paragraph. 1, the second and third sentences are replaced by the phrases "the manifestation of the will of the

partnership in the exercise of the General Assembly shall be in writing

(hereinafter referred to as "the decision of the companion"). The decision of the shareholder must have

the form of a notarial deed on the legal act in those cases where the

the decision of the general meeting takes a notarial instrument. ".



13. in section 155 is added at the end of paragraph 1, the phrase "a person who has

participates in the capital, the increase in capital

entitled to exercise shareholder rights in the entirety of the subscribed shares from

When effectively subscribed for, even if the increase was

share capital recorded in the commercial register, unless the Court

for registration in the commercial register shall refuse or will be cancelled the decision on

the increase in capital. This does not affect until done

shareholder rights. ".



14. In article 162, paragraph 1 reads:



"(1) the company may be founded by one or more of the founder

founder. ".



15. In article 190 paragraph 1. 1, the second and third sentences are replaced by the phrases "the manifestation of the will of the

shareholders in the exercise of the General Assembly shall be in writing

(hereinafter referred to as "the decision of the shareholders"). The companion decision must take the form of

notarial acts an act in those cases where a decision

the General Assembly takes a notarial instrument. ".



16. In article 239 para. 6, after the words "on the dissolution of a cooperative" the words ",

the conversion of cooperatives under a special legal regulation ".



PART FIVE



Amendment of the Act on accounting



Article. (VII)



Act No. 563/1991 Coll., on accounting, as amended by Act No 117/1994 Coll.

Act No. 227/1997 Coll., Act No. 492/2000 Coll., Act No. 353/2001 Coll.

law no 575/2002 Coll., Act No. 441/2003 Coll., Act No. 256/2004 Coll.,

Act No. 669/2004 Coll., Act No. 179/2005 Coll., Act No. 495/2005 Coll.

Act No. 57/2006 Coll., Act No. 81/2006 Coll., Act No. 230/2006 Coll.

Act No. 264/2006 Coll., Act No. 69/2007 Coll., Act No. 261/2007 Coll.

Act No. 296/2007 Coll., Act No. 348/2007 Coll., Act No. 126/2008 Coll.,

Law No 304/2008 Coll., Act No. 227/2009 Coll., Act No. 230/2009 Coll.,

law no 410/2010 Coll. and Act No. 188/2010 Coll., shall be amended as follows:



1. In article 3, paragraph 3. 2, the fifth to last sentence shall be deleted.



2. in article 3, after paragraph 2, the following paragraphs 3 and 4 are added:



"(3) in cases of transformation of companies or cooperatives under a special

law (hereinafter referred to as "the transformation of society"), with the exception of the changes

legal forms and the cross-border transfer of registered office, financial year begins

reference date and ends on the last day of the accounting period in which it was

written above in the commercial register, if the

acquiring a business unit, the business unit is being divided by splitting the

or, in the case of the receiving partner transfer of assets to the partnership.

At participating business units for the accounting period ends on the date of

prior to the merger effective date under special legislation.



(4) the accounting period may be longer than 12 months also



and in the formation of the entity) in a period of 3 months before the end of

the calendar year,



(b)) upon termination of the business units in the period of 3 months after the end of

calendar year or of the marketing year,



(c)) if provided for in this Act or special legislation at the balance sheet date

a period of up to 3 months before the beginning of the current accounting period,



(d)) if provided for in this Act or special legislation at the balance sheet date

within 3 months after the end of the current accounting period and is not contrary to the

such an extension of the meaning of the balance sheet date for the current period,



e) falls on the record date of the acquiring entity's financial

units distributed by splitting or successor of a shareholder in the

the case of the transfer of assets to the partnership contribution to the period of 3 months before the end

calendar or marketing year and if at the same time in this period

to write a conversion company in the commercial register. ".



The former paragraph 3 shall become paragraph 5.



3. In article 3, paragraph 3. 5 the second sentence, after the words "by a change in accounting period"

the words "or before the end of the current financial year, according to the

of terms occurs before "and the second sentence, the following sentence

"Such an amendment to the accounting period, an entity in the current accounting

period only once. ".



4. in article 3, the following paragraph 6 is added:



"(6) the marketing year under the conditions referred to in paragraph 5 may be

whether or not



and) an entity within 30 days from the date of the entity, or



(b) the acquiring entity) by the entity being divided

by splitting or transposing the companion in the case of a transfer of assets to

Companion within 30 days from the date of registration of the conversion of the company into the business

Register. ".



5. In paragraph 4, at the end of paragraph 8, the period is replaced by a comma and the following

in the letter), which read as follows:



"in the transformation method including) modifications carried out in the framework of the transformation

the company at the date of registration in the commercial register with the effects from the

the vesting date, method of opening balance sheet Assembly and adjustments when

cross-border conversion, deposit, or a sale of the company. ".



6. in section 17(2). 3, the second sentence is replaced by the phrase "Acquiring accounting

the unit, which was not the entity concerned, opens the book

books on the date of registration of the conversion in the commercial register the company with the

effects from the effective date in accordance with the method of transformation of society. ",

end of the text of the third sentence, the words ", if it is not stipulated

otherwise, "and the last sentence shall be deleted.



7. In article 17, the following new paragraph 3, paragraphs 4 to 6 shall be added:




"(4) in the case of a transfer of assets to a successor who does not

accounting, business unit of the company concerned closes the books

on the day preceding the day of registration of the transformation of a company

the register.



(5) if the cross-border conversion is the incumbent,

cooperative or receiving a foreign person and the partner

the participating business units being acquired pursuant to § 1 (1). 2 (a). and)

creates an entity pursuant to § 1 (1). 2 (a). (b)), this does not open

an entity at the date of commencement of their activity books, but

continues after the accounting adjustments made in accordance with the

methods for the conversion of the company with effect from the effective date. If when you

cross-border conversion is the acquiring company, cooperative or

receiving a foreign person and companion of the participating company

the business units pursuant to § 1 (1). 2 (a). and develops a business unit)

According to § 1 (1). 2 (a). (b)), the interested company accounting

unit pursuant to § 1 (1). 2 (a). and the accounting books to date). This

the provisions shall not apply to cross-border change in legal form and

cross-border transfer of the registered office.



(6) in accordance with paragraphs 3 to 5 shall, if he fails in the transformation of society

the date of registration of the conversion in the commercial register of the company congruent with

the decisive day. When this conversion of the company's business units closed

involved in the conversion of the company's accounting books on the day preceding

the record date for the conversion of the company. The decisive day of the conversion of the company

Open the books only the acquiring entity's financial

Unit divided by splitting or transposing a companion in the case

transfer of assets to the partnership. In the case of cross-border conversion, unless the

the participating business units being acquired pursuant to § 1 (1). 2 (a). and)

creates an entity pursuant to § 1 (1). 2 (a). (b)), and these financial

the unit opens the books on the date decisive transformation. ".



Paragraphs 4 and 5 shall be renumbered as paragraphs 7 and 8.



8. in section 18 at the end of paragraph 2 the following sentence "If the date of registration

the conversion of the company in the commercial register the same as the reference date, in the

the acquired business units are signing record according to the previous sentence

the signing means the record of the person who performed the function of the statutory

authority to the balance sheet date, unless the highest authority of the entity

otherwise. ".



9. in section 21 para. 1 the words "and 3" are deleted.



10. In section 21a para. 3 the words "audit" shall be replaced by the word "auditor".



11. In paragraph 24, at the end of the text of paragraph 5, the words "including

the use of the method of valuation provided for in paragraph 3 (b). and in the case of point 1)

cross-border conversion, deposit, or a sale of the company ".



12. In section 27 para. 1 (b). and section 27, paragraph 1). 7, the last sentence, the words "with the

a decisive or "is replaced by" controlled by a person or in the person under ".



13. in section 27, paragraph 3 reads:



"(3) if the law of transformation companies and cooperatives stores

the obligation to award the assets in the transformation of the company, the assets and

the fair value of liabilities in the cases provided for in the implementing

Regulation; the implementing legislation provides for even a moment of accounting for

fair value measurements. ".



Article. (VIII)



Transitional provision



In cases where the project has been drawn up of the conversion or takeover project

According to law No. 125/2008 Coll., in the version in force until the date of entry into force of

This law, they shall be taken when posting on the conversion of the company according to the

Act No. 563/1991 Coll., in the version in force until the date of entry into force of this

the law.



PART SIX



Amendment of the Act on income taxes



Article. (IX)



Act No. 586/1992 Coll., on income taxes, as amended by Act No. 35/1993

Coll., Act No. 96/1993 Coll., Act No. 156/1993 Coll., Act No. 196/1993

Coll., Act No. 323/1993 Coll., Act No. 42/1994 Coll., Act No. 85/1994

Coll., Act No. 114/1994 Coll., Act No. 266/1994 Coll., Act No. 32/1995

Coll., Act No. 87/1995 Coll., Act No. 118/1995 Coll., Act No. 149/1995

Coll., Act No. 247/1995 Coll., Act No. 314/1996 Coll., Act No. 18/1997

Coll., Act No. 151/1997 Coll., Act No. 209/1997 Coll., Act No. 209/1997

Coll., Act No. 227/1997 Coll., Act No. 111/1998 Coll., Act No. 148/1998

Coll., Act No. 167/1998 Coll., Act No. 333/1998 Coll., Act No. 63/1999

Coll., Act No. 129/1999 Coll., Act No. 144/1999 Coll., Act No. 169/1999

Coll., Act No. 222/1999 Coll., the Constitutional Court declared under no.

3/2000 Coll., Act No. 17/2000 Coll., Act No. 27/2000 Coll., Act No.

72/2000 Coll., Act No. 100/2000 Coll., Act No. 101/2000 Coll., Act No.

121/2000 Coll., Act No. 132/2000 Coll., Act No. 242/2000 Coll., Act No.

340/2000 Coll., Act No. 492/2000 Coll., Act No. 115/2001 Coll., Act No.

120/2001 Coll., Act No. 239/2001 Coll., Act No. 452/2001 Coll., Act No.

483/2001 Coll., Act No. 50/2002 Coll., Act No. 128/2002 Coll., Act No.

198/2002 Coll., Act No. 210/2002 Coll., Act No. 260/2002 Coll., Act No.

309/2002 Coll., Act No. 575/2002 Coll., Act No. 161/2003 Coll., Act No.

362/2003 Coll., Act No. 441/2003 Coll., Act No. 19/2004 Coll., Act No.

47/2004 Coll., Act No. 49/2004 Coll., Act No. 256/2004 Coll., Act No.

280/2004 Coll., Act No. 359/2004, Act No. 360/2004 Coll., Act No.

436/2004 Coll., Act No. 561/2004 Coll., Act No. 628/2004 Coll., Act No.

669/2004 Coll., Act No. 676/2004 Coll., Act No. 179/2005 Coll., Act No.

217/2005 Coll., Act No. 340/2005 Coll., Act No. 361/2005 Coll., Act No.

441/2005 Coll., Act No. 530/2005 Coll., Act No. 545/2005 Coll., Act No.

552/2005 Coll., Act No. 56/2006 Coll., Act No. 57/2006 Coll., Act No.

109/2006 Coll., Act No. 112/2006 Coll., Act No. 179/2006 Coll., Act No.

189/2006 Coll., Act No. 203/2006 Coll., Act No. 223/2006 Coll., Act No.

245/2006 Coll., Act No. 262/2006 Coll., Act No. 262/2006 Coll., Act No.

29/2007 Coll., Act No. 67/2007 Coll., Act No. 160/2007 Coll., Act No.

261/2007 Coll., Act No. 296/2007 Coll., Act No. 362/2007 Coll., Act No.

126/2008 Coll., Act No. 306/2008 Coll., Act No. 482/2008 Coll., Act No.

2/2009 Coll., Act No. 87/2009 Coll., Act No. 216/2009 Coll., Act No.

221/2009 Coll., Act No. 227/2009 Coll., Act No. 281/2009 Coll., Act No.

289/2009 Coll., Act No. 303/2009 Coll., Act No. 304/2009 Coll., Act No.

326/2009 Coll., Act No. 362/2009 Coll., Act No. 199/2010 Coll., Act No.

346/2010 Coll., Act No. 348/2010 Coll., Act No. 73/2007 Coll. and Act No.

188/2010 Coll., shall be amended as follows:



1. in paragraph 1 of article 23. 17 at the end of the text of the second sentence, the words

"relating to the acquired assets and liabilities".



2. In section 23a para. 6 (a). (b)), the words "and transferred the assets and liabilities

not after the transfer of a part of the permanent establishment of the receiving company

located outside the territory of the United States ' shall be deleted.



3. In section 23 c of paragraph 1. 9 (a). (b)), the words "and, if the assets and liabilities, which

passed from the company or the company being divided on

acquiring an existing company, the acquiring company, based

the acquiring company, which is the sole shareholder, or

the acquiring company is split up as a result of merger or

divisions of the company, are not part of the permanent establishment of the recipient

an existing company, the acquiring company-based, the acquiring

the company, which is the sole partner or the acquiring company

When the distribution outside the Czech Republic "shall be deleted.



4. In Section 23d para. 1, the words "or before the exchange of shares" shall be replaced by

"before the exchange of shares prior to the merger or Division of companies".



5. § 24 para. 7 (b). b) point 3 is added:



"3. the taxpayer referred to in § 2 (2). 3 and § 17 para. 4, in the amount of

converting foreign prices ".



6. in section 24 para. 2 (a). y), the words "at the same time it is not a claim

acquired free of charge or claim arising between persons "

replaced by the words "that can be used at the same time apply a corrective to this claim

the items referred to in subparagraph (i)) or it is a claim that cannot be

form a corrective entry under the law governing the creation of

provisions and adjustments to determine the tax base from income only

because of the maturity of less than 6 months, or

the claim, which could not form a corrective entry by legal

the rules relating to the creation of reserves and adjustments for findings

the tax base from income only because it is a claim to

the nominal value at the time of greater than 200 000 CZK, on the

that has not been initiated arbitration proceedings or administrative

control ".



7. in section 29 para. 9 (a). a), the words "the company being acquired or distributed"

replaced by the words "when the merger or Division".



8. In section 32 c of paragraph 1. 4, the words "of converted foreign prices fixed

According to § 29 para. 1 (b). (d)) "shall be replaced by" of the entry price under section

29 para. 1 (b). (g)). "



9. In paragraph 38 (a) of paragraph 1. 10, the words "with the exception of the conversion of ^ 131), which is

the acquiring company the taxpayer referred to in § 17 paragraph 2. 4, which does not have

on the territory of the United States a permanent establishment and, ' shall be deleted.



10. In article 38 paragraph 2. 2 (a). (d)) at the end of the first sentence is replaced by the dot


by a semi-colon and the word "While" is replaced by the word "when".



11. In article 38 paragraph 2. 2 letter g) and (h)):



"(g)) for the period from the effective date of conversion to the date of registration of the conversion in the

commercial register at the company or business being divided

company or cooperative, or part of the business of the company or

the cooperative, which is the legal successor of the taxpayer referred to in § 17 paragraph 2.

4, which does not have the date of the registration of the conversion in the commercial register constant

establishment in the territory of the Czech Republic; in the determination of the tax base,

is based on the results observed from ordinary or extraordinary financial

shutter ^ 20), which is required to build a commercial enterprise or

the cooperative on the day preceding the date of registration of the conversion in the commercial

the register,



(h)) for the period before the date of registration of the conversion of the company into the business

Register for receiving shareholder acquired the company

in the case of transfer of the assets of a company who is

a natural person, and if not for this period tax return

is lodged; in the determination of the tax base is based on the financial results

determined from the ordinary or extraordinary financial statements ^ 20), which is required to

build a company on the day preceding the date of registration of the conversion

in the commercial register. ".



12. In § 38 paragraph 3 reads:



"(3) the return referred to in paragraph 2 shall be filed not later than the end of the

the month following the month in which the falls



and) in a merger or transfer of assets to the partnership or distribution company

or cooperative



1. the date of the decision of the general meeting or meeting of members or members

the cooperative of merger or transfer of assets to the partnership or distribution

company or cooperative, if the record date precedes or coincides

the date of the decision of the general meeting or meeting of members or members

the cooperative of merger or transfer of assets to the partnership or distribution

company or cooperative, if the effective date of the merger or transfer of assets

the partnership or distribution company or cooperative first day

calendar year or marketing year, or



2. the day preceding the date of the merger or transfer of assets to the

partner and/or distribution companies or cooperatives, if decisive

day after the decision of the general meeting or the shareholders or

meeting of members of the cooperative of merger or transfer of assets to the partnership or

distribution company or cooperative, if the effective date of the merger or

transfer of assets to the partnership or distribution company or cooperative

the first day of the calendar year or the marketing year,



(b) the day preceding the day of entry) changes to the legal form of a limited partnership

company to another company or cooperative, and changes to the legal

forms of joint-stock companies or limited liability company, or

the cooperative to a public company or limited partnership,



c) day preceding the first day of the marketing year or calendar

year, and that when you change the accounting year,



d) day preceding the relocation of the registered office of the European

the company ^ 35f) or European cooperative society ^ 35 g) from the territory of

The United States,



(e)) the day before the registration of the conversion in the commercial register, if

the legal successor of the company or cooperative satisfies the conditions

referred to in paragraph 2 (a). (e)),



f) day preceding the registration of the transfer of assets to the trading company

a partner who is a natural person. ".



13. In article 38 paragraph 2. 7 at the end of the text of subparagraph (c)), the words ",

unless otherwise provided ".



PART SEVEN



Amendment of the Act on the bonds



Article. X



Act No. 190/2004 Coll. on bonds, as amended by law No 378/2005 Coll.

Act No 56/2006 Coll., Act No. 57/2006 Coll., Act No. 296/2007 Coll.

Act No. 230/2008 Coll., Act No. 227/2009 Coll., Act No. 230/2009 Coll.,

Act No. 281/2009 Coll., Act No. 160/2010 Coll. and Act No. 199/2010

Coll., is amended as follows:



1. in article 15, the following paragraph 4 is added:



"(4) on the bonds that are entered when they are released first on the

the issuer's securities account in the register under a special legal regulation,

seen as properly issued by at the time of their registration on this account,

If they fulfil the other conditions laid down in this Act, or

other legislation for the issuing of bonds. ".



2. in section 26 para. 4, the first sentence is replaced by the phrase "Government bonds are in

sold through the territory of the Czech National Bank or, in the case

the bonds referred to in paragraph 6, it also sells the Ministry, legal

person established by the Ministry under a special act in connection with the

management of the public debt or on the basis of the agreement with the Ministry of domestic

a person who is authorized to exercise such activity. ".



3. In article 26, the following paragraph 6 is added:



"(6) the transferability of government bonds and conditions can be ruled out.

Transferability of the Government bonds may also limit the emission conditions, if

at the same time the conditions under which their transferability.

Reduction or elimination of the transferability of government bond is binding

to everyone. ".



Article. XI



Transitional provision



The bonds, which were before the date of entry into force of this Act when

their issue written first at the issuer's securities account in the register

under other legislation, are viewed as duly issued in

the time of their registration on this account, the rest have been met.

conditions laid down in the existing legislation for the issue

bonds.



PART EIGHT



Changing the law on European companies



Article. (XII)



In § 51 para. 2 Act No. 627/2004 Coll., on the European company, the words

"that would have occurred if the agreement has not been concluded" shall be replaced by "before

that still represents the highest impact existing in any of

the participating companies ".



PART NINE



The EFFECTIVENESS of the



Article. XIII



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



Němcová in r.



Klaus r.



Nečas in r.

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