Law No. 90/2012 Coll. on Commercial Companies and Cooperatives - Company With Limited Liability

Czech Republic Crest Czech Republic Companies Act Czech Republic Companies Act Czech Republic Companies Act

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TITLE IV

COMPANY WITH LIMITED LIABILITY

Part 1

General Provisions

§ 132

(1) A limited liability company is the company liable for the debts of its members jointly and severally liable to the extent of the deposit have not fulfilled the obligations of the state registered in the Commercial Register at the time when they were asked to creditor claims.

(2) The company shall give the term "limited company" that can be replaced by the abbreviation "spol." or "Ltd.".

§ 133

Share partner in a limited liability company is determined by the ratio of its contribution to the share attributable to the amount of capital, unless otherwise determined by the social contract.

§ 134

(1) Implementation of creditors provided by the partner because of its liability under § 132, paragraph 1 shall be counted to meet its deposit obligations due soon.

(2) If the counting is not possible, provide compensation for his companion fulfillment company. Failure to achieve a partner of payment of the company, give him compensation for the performance of his companions in proportion as they have not fulfilled their obligation under the state deposit registered in the Commercial Register to the day on which the companion was asked to perform.

Types of shares

§ 135

(1) The MOA may allow the emergence of various types of shares. Shares, which carry the same rights and obligations constitute one species. The proportion with which they are not subject to any special rights and obligations, the share base.

(2) Determine if the social contract, a companion to own more shares, and even different species.

§ 136

Different classes of shares and their contents shall be determined by the social contract.

Voucher

§ 137

(1) Determine if the social contract may be represented by the tribal share of shareholder list. If, under the social contract allowed the emergence of more shares to one shareholder, the company may issue a voucher for each share.

(2) Stock certificate may be issued only to share, whose transferability is not restricted or conditioned.

(3) Stock is a security certificate on the lines. Voucher can not be issued as book-entry security.

(4) Master sheet can not be publicly offered or admitted to trading on a regulated European market or other public market.

§ 138

(1) sheet contains Tribal

a) signs that this is a voucher,

b) unique identification of the company

c) the amount of investment per share,

d) unique identification of companion

e) indication of the proportion to which the voucher is issued, and

f) signs voucher, its number and signature of the manager or managers. The signature may be replaced by its fingerprint on the document when used simultaneously safeguards against forgery or alteration of it.

(2) If a given mass voucher also contains information about how many volets replaces, and identification of shares, which it replaces.

The list of shareholders

§ 139

(1) The shareholders shall be entered in the list of shareholders, who leads the company.

(2) The list of shareholders shall be entered the name and permanent address of a shareholder, partner or other designated address for service, its share, marking the share, corresponding amount of the deposit, the number of votes attributable to shares, the obligation to contribute to the creation of equity funds over the cash spolecníkuv deposit (the "surcharge") associated with the share, if determined, and the date of entry into the list of shareholders. If a partner owns more shares, it shall be the amount and the corresponding amount of the deposit for each share. If the company has released several types of shares, it shall also designate them.

(3) If the company issued a voucher, writes a note on the share to which the voucher is issued, and voucher number.

(4) Society for the minutes to be recorded facts without undue delay after the change it will be demonstrated.

§ 140

Company issues each of his companion at his written request and payment of costs for a copy or extract data relating to him, and no later than 7 days of receipt.

§ 141

(1) Data entered in the list of shareholders not company may use other than for their needs in relation to shareholders. For other purposes the data may be used by the company only with the consent of shareholders, which the data relate.

(2) ceases to be a member of a partner, a company from the list of shareholders without undue delay deleted.

Deposit

§ 142

(1) The minimum deposit is CZK 1, unless the partnership agreement determines that the deposit is higher.

(2) The deposit may be defined differently by different interests.

§ 143

(1) Non-monetary contribution will appreciate the expert selected from a list of experts maintained by other legislation. Reward processing experts for an expert opinion is determined by agreement and paid by the company. Besides the fees due for replacement experts reasonably incurred costs associated with the development of an expert. In the event that the company does not arise, shall be borne jointly and severally pay the founders.

(2) The experts selected in accordance with paragraph 1 of the founders of the formation of a company, or agent.

(3) An expert shall contain at least a description of in-kind contribution, the valuation method used or the method of valuation, the amount to which kind contribution valued, and justification of how the expert came to the awards.

(4) The provisions of § 468 to 473 shall apply mutatis mutandis; any new valuation shall be conducted pursuant to paragraphs 1 and 2

§ 144

(1) The social contract in the certificate of deposit or increase in the declaration of acceptance of deposit obligations give a description of in-kind contribution, its valuation and the amount is included in the issue price. Amount to be credited to the issue price must not be higher than the valuation in the expert report or valuation under § 468 or 469th

(2) The difference between the price of in-kind contribution determined by an expert opinion or § 468 or 469 and the amount of the deposit consists of a companion deposit premium, unless the partnership agreement or decision of the General Assembly has determined that this difference or part returned to the depositor or used with the approval of companion creation of reserve fund.

§ 145

If a distribution of new shares in proportion must be maintained above minimum deposit required by this Act or the social contract, the division of shares, contrary to the account.

The Social Contract

§ 146

(1) The MOA also contains

a) the name of the company,

b) the subject of business or operations,

c) determination of shareholders the name and residence,

d) determine the types of shares each shareholder and the rights and obligations associated with them, allows the creation of the social contract of different types of shares

e) the amount of the deposit or deposits per share or shares,

f) the amount of capital and

g) the number of directors and how they act in society.

(2) social contract when a company has also

a) investment duty founders, including deadlines for its implementation,

b) an indication of the founders who determine the manager or managers, or members of other corporate bodies who are to be elected under this Act by the General Assembly,

c) determination of the administrator and deposits

d) a description of its in-kind contribution, its valuation, the amount is included in the emission rate, and determination of the expert who carried out the valuation of assets in kind.

(3) Data under paragraph 2 may be after the company and subject to the deposit obligation of the social contract to launch.

§ 147

(1) The MOA may be modified by agreement of all partners; to this Agreement shall require a public document. If foreseen in the partnership agreement may be changed by the decision of the General Assembly.

(2) Decision of the General Assembly, resulting in a change of the social contract, replaces the decision to change the social contract. Such decision of the General Meeting to certify a public document.

(3) does not follow from the decision of the General Assembly, how the changing social contract, its contents change agent in accordance with the decision of the General Assembly. The change of the social contract agent shall be recorded in a public document.

§ 148

Before submitting an application for company registration in the Commercial Register shall be paid the entire premium and deposit for each cash contribution of at least 30%.

§ 149

(1) The Company may acquire its interest, unless the acquisition of the share transfer agreement, the same applies for the acquisition of stake in its subsidiaries or a person acting in his own name on behalf of the controlled entity.

(2) A company that takes its share, this share does not carry voting rights.

(3) The right to share in the profits associated with its own share of the assets of a company terminates its maturity. Unpaid profit company transfers to retained earnings from previous years.

(4) In the event that the company acquires all of its shares, the transfer or any agent of them within 3 months of the last of them to a third party, court, or its own motion, cancel. Value of shares is determined based on expert opinion, § 143 shall apply mutatis mutandis.

Part 2

The rights and obligations of

Deposit obligation

§ 150

(1) Companion to meet the deposit deadline for obligation in the social contract, but no later than 5 years from the date of the company or from the receipt of the deposit liability for the duration of the company.

(2) Deposit obligations shall not be relieved companion, unless it is a capital reduction.

§ 151

(1) A partner who is in default in repayment of a monetary contribution, the Company will default interest at twice the rate of default interest under any other provisions of the amount due, unless otherwise determined by the social contract.

(2) companion, who is in default in meeting deposit obligations of the company may exclude the general meeting. Where, more shares, the exclusion only applies to the share in respect of which the partner is in default with payment of deposit obligations, unless otherwise determined by the social contract. The expulsion of a shareholder shall apply mutatis mutandis of the Civil Code provisions governing the expulsion of a member association for serious misconduct, the provisions of the possibility of court review the exclusion shall not apply.

(3) Simultaneously with the exclusion of written notice by the excluded member, handed to her without undue delay, voucher, if it was issued, warning that otherwise it will proceed according to § 152 to 154

Obligation to submit the counterfoil

§ 152

(1) If so stipulated by law, hand over without delay companion voucher company.

(2) In case of delay in handing affiliates volets downloaded companies, according to the law of circulation for exchange, marking a new deposit or destruction, managing partners invite the manner prescribed by law and social contract for a general meeting to do so within a reasonable time to them to determine, with the caveat that are not submitted or otherwise not returned voucher void.

(3) Stem leaves not over call in extra time handed, executive declared void and a declaration without undue delay, notify the holders of ordinary sheets of the void touches to the address shown in the list of shareholders and at the same time it published.

§ 153

(1) Stem leaves, to be issued instead of ordinary leaves declared invalid, the company sells at a reasonable price. The stem leaves of sale shall apply mutatis mutandis the provisions of § 213 paragraph 1

(2) The report of the imminent sale of the former shareholders shall notify the Company, the stem leaves were declared invalid.

(3) The Company has the right to recover the costs it incurs volets declaration invalid and the issue of new ordinary leaves.

(4) Unless the new voucher process under paragraph 1 shall sell within 3 months from the declaration neodevzdaných volets invalid, decided by the General Assembly without delay to reduce the amount of capital investment in the unsold stem leaves.

§ 154

(1) A company may claim against a partner, whose voucher has been declared invalid, the payment of the purchase price or the amount equivalent to the satisfied investment duty set off claims against him arising from the declaration voucher for the invalid and the issue of new ordinary leaves.

(2) Difference company buys former companion, whose voucher has been declared void, without undue delay after the counting, or after a sale under § 153 or after the registration of capital reduction in the Commercial Register.

(3) In the event that a voucher downloaded from circulation should not be issued a new, not his being declared invalid affect the right of a former companion, whose voucher has been declared invalid, the payment of sums equivalent to fulfilled the deposit requirement.

(4) Master cast list for its replacement or destruction of society destroys without undue delay after the effective reduction of share capital or other reason for which the voucher was returned.

(5) The provisions of § 542 and 543 shall apply mutatis mutandis.

Right to Information

§ 155

The shareholder is entitled to the General Assembly and outside directors to require information about the company, inspect documents, company check data contained in the documents and other information intended for the right to social contract, the same applies for spolecníkova representative, if committed at least to the same confidentiality as a partner and the company demonstrates this fact.

§ 156

(1) Directors may receive information under § 155 to reject in whole or in part only if

a) for the classified information under other legislation

b) the required information is publicly available.

(2) In the event of a dispute shall, on application by a shareholder whether the company is obliged to provide information to the court, the right claimed after one month from the date of notification of refusal to provide information shall be disregarded.

(3) During the procedure under paragraph 2 is not running the limitation period for exercising the rights that are dependent on the required explanations.

Companion action

§ 157

(1) Each partner is entitled to claim compensation for the damage for the company against its directors or to meet any obligations under the agreement pursuant to § 53 paragraph 3 and in these proceedings represent the company, the same applies for subsequent enforcement.

(2) A partner has no right to claim compensation for damage against the agent in accordance with paragraph 1 when it was when it decided according to § 53 paragraph 3, unless the person societies caused the injury, is the sole shareholder or a person who controls it.

(3) Companion action may be brought as well,

a) If a company causes injury to a member of the Supervisory Board, if it was established,

b) If a company causes injury to influential

c) to exercise the right to seek a partner for the company to meet deposit obligations of the partner, who is in default to fulfill it, or

d) to exercise the rights of a shareholder to the exclusion from society court for non-deposit obligations.

(4) directors, members of the Supervisory Board or an influential person with the necessary companion action also means the one who in such position no longer, but it was at the time of injury for which compensation is after him have offices, partner required.

§ 158

Before the application of rights under § 157 to notify the executive partner in writing of its intention to the supervisory board, if it was established.

§ 159

If the authority informed the court apply the law that the company intends to apply for a companion, without undue delay after receipt of information pursuant to § 158, may exercise this right partner for the company itself.

§ 160

Ceases to be a companion to an action filed companion, partner, represented in proceedings by its legal successor.

§ 161

Share of profit

(1) The shareholders participate in profits determined by the General Assembly for distribution among shareholders in proportion to their shares, unless otherwise determined by the social contract. Unless the partnership agreement or the general meeting otherwise, shall pay the share of profits in cash.

(2) A share of profits paid to its cost and risk to the address of a partner or wire transfer to his account, unless the articles of association or resolutions of the General Meeting shall determine otherwise.

(3) The shares, which is associated with a solid share of the profits to the General Meeting of the profit share is not required. Solid profit share is payable within 3 months of the financial statements from which the right to share in the profit results.

(4) Amount available for distribution among the shareholders shall not exceed the economic result of the completion of the last reporting period plus any retained earnings from previous years, less losses brought forward and allocations to reserves and other funds in accordance with this Act and the social contract.

Surcharges

§ 162

(1) The social contract may specify that the company shareholders at the general meeting to impose an obligation to provide penežitý allowance (hereinafter "the duty of optional").

(2) The MOA will determine what level of charges must not exceed as a whole, otherwise the resolution of the General Assembly on account of optional obligations. The MOA also determines whether and what proportion of the additional cost associated.

(3) Fees provide shareholders in proportion to their shares, unless otherwise determined by the social contract.

§ 163

(1) A partner may with the consent of the executive of the supplement and if so does the social contract.

(2) Surcharge pursuant to paragraph 1 may be provided as in-kind to the provisions of § 143 shall apply mutatis mutandis.

§ 164

(1) The shareholder who voted for the obligation of optional, the Company written notice that appears on the contribution from the company to which the obligation of optional binding. Effective performance of optional obligation expires.

(2) of the company can get off within 1 month from the date of the Annual General Meeting of optional obligations of, or the date when it was announced that the General Assembly decided on of optional obligations under § 174, paragraph 3, or that the decision was taken out of the general obligations of optional Meeting pursuant to § 177, to speak otherwise disregarded.

(3) The right to withdraw from society can be applied only companion, which fulfilled its obligation to deposit associated with the share to which the obligation of optional binding.

(4) withdrawal of a shareholder is effective the last day of the month in which they were written notification under paragraph 1 of the company.

(5) Paragraphs 1 to 4 shall not apply to determine the social contract.

§ 165

Should the companion of optional requirement shall apply mutatis mutandis § 151, unless the partner stepped out of the company under § 164th

§ 166

(1) The General Assembly may decide, provided that the surcharge will be the extent to which the loss exceeds the company returned to the shareholder.

(2) Unless the General Meeting decides otherwise, it returns extra partner in proportion to the amount in which it furnished the first returns provided to supplement partner under § 162 paragraph 1

Part 3

Bodies of the Company

General Meeting

§ 167

(1) The shareholders exercise their right to participate in the management company in general meeting or beyond.

(2) admits the social contract vote at the general meeting or general meeting of the remote, using technical means, the conditions of the voting or decision-making intended to allow the company to verify the identity of the person entitled to exercise the right to vote and determine the shares, which carry the exercise of voting rights, otherwise the voices of such a procedure or resigned to take account of members voting as follows.

(3) Terms of voting or decision under paragraph 2 shall be established by the memorandum and always shall be included in the invitation to the General Meeting or in the draft decision under § 175; does not If these conditions the social contract, identify the statutory authority.

(4) To vote at the General Meeting with the use of technical means and voting shall be in such a way that members casting their votes in writing before the meeting (the "postal vote").

§ 168

(1) The shareholder attends the General Meeting in person or by proxy. The power of attorney must be given in writing and must indicate whether it was granted for representation at one or more general meetings.

(2) The representative shall notify sufficiently in advance of the general meeting of all facts that could be of importance when considering a partner, whether in this case there is a conflict of interest with his agent.

§ 169

(1) Unless the partnership agreement otherwise, the General Assembly quorum if attended by shareholders who have at least half of all votes.

(2) Each shareholder has one vote per 1 CZK deposit, unless otherwise determined by the social contract.

(3) In assessing the ability of the general meeting a quorum is not taken into account the votes of shareholders who can not exercise the voting rights.

§ 170

General Meeting by a simple majority of members present, unless otherwise determined by the social contract.

§ 171

(1) The consent of at least two-thirds majority vote of all members is required

a) no decision to change the content of the social contract,

b) a decision which resulted in changing the social contract,

c) the decision on admission or in-kind contribution of the possibility of set-off against the monetary claim against the company's claim to meet deposit obligations, and

d) the decision on dissolution of the company with liquidation.

(2) Decisions to change the social contract, which interferes with the rights or obligations only some members will require their consent. Intervenes to change the social contract the rights and obligations of all partners, requires the consent of all partners.

§ 172

(1) Decision of the General Meeting of the facts in accordance with § 171 paragraph 1 and other facts, the effects occur and the registration in the Commercial Register shall be certified by a public document.

(2) The contents of public documents is also approved changes to the text of the social contract, if changed, and enumerated members who voted for change.

§ 173

(1) A partner does not carry voting rights, if

a) General Meeting resolves on its non-monetary contribution,

b) the General Assembly decided to exclude or to petition the court to exclude it,

c) the General Assembly decides whether to him or the person with whom it is acting in concert, be waived of the obligation or whether it should be removed from office by a member body of the company for breach of duty in the exercise of functions or

d) is in default in meeting deposit or obligation of optional fulfilling obligations to the extent of delay.

(2) The prohibition does not exercise voting rights in the event that all members act in concert.

§ 174

(1) Unless the partnership agreement otherwise, the companion absent at the meeting in writing in addition to exercise their right to vote, and within 7 days after the meeting.

(2) Voting Where, in accordance with paragraph 1 shall apply, that was when discussing this issue at the General Assembly present.

(3) The provisions of § 175, paragraph 3 and § 177 shall apply mutatis mutandis.

Deciding per rollam

§ 175

(1) exclude the social contract decisions outside the general meeting (hereinafter referred to as "per rollam decision"), send a person authorized to convene a general meeting a draft decision to the address indicated in the list of shareholders or otherwise determined by the social contract.

(2) The draft decision also includes

a) the deadline for receipt of the shareholder, designated social contract, or 15 days for the start of the run shall be the service of the companion

b) the documents required for its adoption and

c) other data, determine if the social contract.

(3) If required by this Act to the general meeting was witnessed by a public document and shall be included in the companion expression and content of the draft decision of the General Assembly to which the statement relates; signature on the statement must be officially verified.

§ 176

(1) If a partner fails to deliver within the time limit under § 175, paragraph 2, point. a) a person authorized to convene a general meeting consent to the draft resolution, rule, opposes the proposal.

(2) Most of the counts of the total number of votes of all shareholders.

§ 177

Decisions under § 175 and 176 including the day of its adoption to the company or person authorized to convene a general meeting every shareholder without delay after the date of its adoption.

Cumulative voting

§ 178

Determine if the social contract, elects the members of corporate bodies cumulative voting.

§ 179

(1) For the purpose of cumulative voting, the number of votes a shareholder is found such that the number of votes, which treats a partner at the general meeting, to multiply the number of elected seats of Members of the society. If you elect directors and supervisory board members, if it was established, to be collected for the purpose of cumulative voting shareholder votes for each institution separately.

(2) The cumulative voting shareholder is entitled to use all the voices with which it treats, or any number to a particular person or a person.

(3) If cumulative voting in the General Assembly votes on each member institution separately. In cumulative voting shall be handed over only the votes for the election of a person or persons.

(4) If a member be removed from the cumulative body of the company chosen by vote, it can be revoked only with the consent of a majority of those members who voted for his election, or their legal successors, this is not breached if the member bodies of a seriously its obligations.

§ 180

(1) If cumulative voting are selected by the person for whose election was given the highest number of votes, the vote was at least an absolute majority of votes of shareholders present at a general meeting, noted for cumulative voting.

(2) receives more than one person to the same number of votes, the vote on these people again. If the vote and repeated the same number of votes, chosen by lot.

(3) The minutes of the meeting must indicate how many votes were votes for the election or revocation of any proposed list of names of persons and those who so voted.

Convening of General Meeting

§ 181

(1) The general assembly shall convene at least one agent for the reporting period, unless the law or social contract determines that the general meeting to be convened more frequently.

(2) discuss the annual financial statements by the General Assembly no later than 6 months from the last day of the preceding financial year.

§ 182

Managing Director shall convene a general meeting without undue delay after discovering that the companies risk bankruptcy under other legislation, or other serious reasons, especially if it is to compromise the objective pursued by the company and propose to the General Assembly adoption of the dissolution of the company or other appropriate measures, unless another law provides otherwise.

§ 183

If the company does not have a manager or agent fails to fulfill its long-term obligations, shall convene a general meeting any companion. However, if the interests of the Company convene a general meeting of the Supervisory Board, if established.

§ 184

(1) The term of the General Meeting and its program partners are notified in writing at least 15 days before the meeting, unless the partnership agreement otherwise, the invitation is also part of the draft resolution the General Assembly.

(2) Notice shall be sent to the address provided in the companion list of shareholders, unless otherwise determined by the social contract.

(3) The shareholder may waive the right to timely and properly convened general meeting pursuant to paragraph 1 a written statement with a notarized signature or oral statement made at the General Meeting. Statement at the General Meeting shall be recorded in the minutes of the meeting. Certifies to the Annual General Meeting of a public document, it shall be a public statement in this document. Declaration has effect as against any subsequent assignee interest of that shareholder.

(4) directors shall always attend the meeting.

§ 185

Issues not included in the invitation can be discussed only if they are present and with the consent of all members of their discussion.

§ 186

Time and place of the general meeting must not unreasonably restrict the right of a shareholder to attend the General Meeting.

§ 187

(1) A partner or partners whose contributions amount to at least 10% of the capital or 10% of the voting rights (hereinafter called "qualified member") may ask the secretary to convene a general meeting to discuss their proposed matters.

(2) If the general meeting is not convened within one month of receipt and be made within a reasonable time, it is qualified to call himself a partner is entitled to the provisions of § 184 to 186 shall apply mutatis mutandis. Costs associated with convening the general meeting are borne by society unless it was the convening of manifestly unfounded.

Of the meeting

§ 188

(1) The General Assembly shall elect its President and the Secretary, until elected Chairman and in the event that the President was elected, governed by its general meeting convener. Unless elected clerk, the appointment shall be convener of the General Assembly.

(2) Present members of the company in the attendance list with the name and residence or domicile of a shareholder, or the name and residence of his representative and the number of votes with which the partner treated at the General Meeting. The provisions of § 413 paragraph 2 and 3 shall apply mutatis mutandis.

(3) The secretary shall prepare minutes of the General Meeting within 15 days from the date of termination and without undue delay, it costs the company sent to all shareholders; writing signed by the chairman of the meeting convener or, if not elected president, and secretary.

§ 189

(1) The minutes shall include

a) the name and address of the company

b) the place and time of the meeting,

c) the name of the President or convener and clerk,

d) The general assembly with the results of voting,

e) any refusal of the executive to provide information pursuant to § 156 and

f) Content of protest partner, agent, or member of the Supervisory Board, if established, concerning the decision of the General Meeting, if the protesting at the general meeting requests.

(2) The registration shall be accompanied by proposals, statements and list of those present.

§ 190

(1) The General Assembly shall make an order.

(2) The powers of the General Meeting to

a) the decision to change the content of the social contract, determine if the social contract or law, if there is to it by law,

b) decide on changes to the capital or in-kind contribution or admit the possibility of set-off against the monetary claim against the company's claim to meet deposit obligations

c) election and removal of directors or supervisory board, if it was established,

d) election and removal of the liquidator determines if the social contract,

e) approval of the grant and withdrawal of procurement, unless otherwise determined by the social contract,

f) deciding on the dissolution of the company with liquidation, determine if the social contract,

g) approval of the extraordinary, the consolidated financial statements and where the other copies shall be fixed by law and interim financial statements, profit distribution or other payment of own resources and losses

h) the decision to transform the company, unless the law governing the transformation of commercial companies and cooperatives provides otherwise,

i) approve the transfer or cessation of business or such part thereof, which would mean a substantial change in the existing plant structure or a substantial change in business activities or operations,

j) approval of the quiet community

k) approval of financial assistance,

l) a decision on acceptance to the effects made by the company prior to its creation,

m) decisions on the disposition of the deposit premium,

n) decide to change the type of voucher,

o) other cases which in the General Assembly conferred by this Act, other legislation or social contract.

(3) The General Assembly may reserve the decision of cases under this Act falls within the scope of another organ.

§ 191

(1) Each partner, agent, member of the Supervisory Board, if established, or the liquidator may, within the provisions of this resolution to plead the invalidity of the General Meeting pursuant to provisions of the Civil Code, the nullity of the resolution, Member Society meeting conflict with the law or social contract. It was decided outside the General Meeting or if any decision of the General Assembly adopted subsequently, the right to submit a proposal shall expire after three months from the date when the claimant knew or could find out about the decision pursuant to § 174 para 3 or § 177, but not later than 1 year after adoption. The same applies if the decision of the General Assembly only companion.

(2) This decision of the general meeting is the resolution of this contradiction with good morals.

§ 192

(1) the absence of § 191 applied by the statutory deadline, or if no motion of no invalidity granted, can not force a resolution of the General Assembly has reviewed unless another law provides otherwise.

(2) decision of the general meeting can not rely on a partner, if it is not against the resolutions of the General Assembly passed the protest, unless written protest was filed bug reporter or chairman of the General Meeting or the petitioner was not present at the general meeting, or the reasons for the decision of the general meeting could not be at that meeting to find out.

(3) If the questionable whether the protest is filed, it is considered that it was filed.

§ 193

(1) the annulment of decisions of other bodies of persons are liable under § 191 invoked only if it was this decision made at the General Meeting, the provisions of § 191 and 192 shall apply mutatis mutandis.

(2) If the company violates the general meeting or during serious law partner, the partner entitled to reasonable compensation under the provisions of the Civil Code regulating the rights of a member of the association to reasonable satisfaction.

Executives

§ 194

(1) The statutory body of one or more directors.

(2) Determine if the social contract, more executives are a collective body to the provisions of § 440 and 444 shall apply mutatis mutandis.

§ 195

(1) a manager for the business management. If the company has more executives who do not form a collective body, is required to decide on the business management of the approval of a majority of them, unless otherwise determined by the social contract.

(2) No one is authorized to give managers guidance on business management, without prejudice to § 51 paragraph 1

§ 196

Managing Director ensures proper management of prescribed records and accounts, list management and shareholders on request, inform shareholders about corporate affairs.

§ 197

Executive without undue delay after he learns that there is a change of the social contract on the basis of any legal facts, establish the full text of articles and stores them together with documents proving the change of the Collection of Deeds Register of Companies (hereinafter referred to as "collection of documents").

§ 198

(1) In case of death of directors, resignation or dismissal or other termination of his functions, select the General Assembly within 1 month of the new executive director.

(2) ceases to exist if the legal person who is managing director, the legal successor, becomes managing director of its legal successor, unless the articles otherwise. Termination of the legal person who is managing director, with liquidation, paragraph 1 shall apply mutatis mutandis.

(3) If the executive elected pursuant to paragraph 1 shall be appointed by the executive upon the motion of the person on it has a legal interest for the period before the duly elected a new executive, otherwise the company and the court may cancel the motion and ordered its liquidation .

§ 199

(1) Without the consent of all partners must CEO

a) business activity in the course of business or society, or for any other person, business or intermediary company for another,

b) be a member of a statutory body of another legal person with a similar business or activity or a person in a similar position, unless it is a concern, or

c) participate in the business of another corporation as a business partner with unlimited liability or as a controlling person of another person with the same or similar activity or business.

(2) If all members when a company or at the time were elected executive director of any of the circumstances described in paragraph 1 was expressly advised or if later, the executive pointed out in writing all her companions, it is considered that the executive action that prohibition relates not forbidden. This does not apply if any of the partners expressed disapproval of executive actions under paragraph 1 within one month from the date it was notified of the executive.

(3) The Social Contract, with the consent of all partners to identify further constraints on the executive.

(4) The Social Contract can determine the extent to which competition ban also applies to shareholders.

§ 200

Financial Assistance

(1) Unless the social contract the other conditions, the company may provide financial assistance if

a) financial assistance is provided under fair conditions, especially in terms of interest or securing financial assistance for the benefit of society,

b) the agent prepare a written report, which provide financial assistance substantive reasons, including the benefits and risks of which the company derived, indicating the conditions under which financial assistance will be provided and the reasons why the granting of financial assistance is not in conflict with the interests of society.

(2) The report pursuant to paragraph 1. b) Require the company to the collection of documents without undue delay after the General Assembly approves financial assistance, and shall be available to the shareholders at the company from sending invitations to the general meeting and must be freely available to the general meeting of shareholders.

(3) In providing financial assistance, paragraphs 1 and 2 shall not apply to financial institutions under other law regulating the activities of banks, if the usual limits of their main activities.

The Supervisory Board

§ 201

(1) The Company shall establish a supervisory board determines if the partnership agreement or other legislation.

(2) Unless the partnership agreement otherwise, the Supervisory Board

a) supervise the activities of agents,

b) look into the business and accounting records, other documents and financial statements and controls the data contained there,

c) bringing the action under § 187 and

d) to report annually on its activities to the General Assembly.

(3) Members of the Supervisory Board can not be a CEO or other person authorized by a registration act for the company.

(4) The Supervisory Board members shall apply mutatis mutandis § 198 and 199th

Part 4

Termination of shareholder participation in society

§ 202

Withdrawal of a shareholder

(1) A partner may withdraw from the company only if permitted by this Act.

(2) Unless the partnership agreement otherwise, a companion, who disagreed with the decision adopted by the General Meeting

a) alter the prevailing nature of business of the company, or

b) extension of the company,

and voted against the general meeting, may withdraw from society. The withdrawal of a shareholder of the company shall apply mutatis mutandis the provisions of § 164 regarding his holdings, which voted against it.

(3) Simultaneously with the announcement of withdrawal from society partner in a company submits voucher, if issued, otherwise the performance is ineffective.

§ 203

Agreement on the termination of a partner

The participation of a partner in the company may be terminated by written agreement with an officially verified signatures of all partners and submitting voucher company has been issued.

§ 204

Exclusion of the Confederate

(1) The company may seek a court expulsion of a shareholder who violates particularly seriously its obligation, although its performance was to be invited and made aware of the possibility of exclusion, without prejudice to § 151st

(2) obligation to make a request pursuant to paragraph 1 shall not be given if the infringement had legal consequences that can not be removed.

(3) Without undue delay after the expulsion of a shareholder of the company hand over the counterfoil partner in a company, if it was issued.

§ 205

Cancellation of participation in a court companion

(1) A partner may suggest that the court revoked his participation in society, can not be fair to him to require that remained in the company, this does not apply if it is the sole member.

(2) Without undue delay after the cancellation of participation in the company of Confederate surrender partner in a company voucher, if it was issued.

§ 206

Other methods of termination of participation by a shareholder in the company

(1) Participation by a shareholder in the company terminates the refusal of an insolvency petition for lack of property or cancellation of bankruptcy because his property is totally inadequate. The participation of a partner in the company terminates the final regulation enforcement disabilities ownership interest or legal power to order execution of a business share of disability following the date specified in the invitation to meet the enforcement of obligations under other legislation and, if it was at this time a proposal to stop the execution, the decision on this proposal, if a share is transferable.

(2) Without undue delay after cancellation Confederate surrender at the partner or insolvency manager of voucher, if it was issued.

(3) The repeal of a decision under paragraph 1 shall be renewed shareholder participation. Already paid the company with a settlement amount, revert to his presence, just replace it if the company in two months from the date of final cancellation decision.

(4) The liquidation of a shareholder interest in bankruptcy shall apply mutatis mutandis § 213 paragraph 1 If there is no liquidation 'shares within six months from the declaration of bankruptcy partner, similar effects occur as the withdrawal of a shareholder of the company. Settlement amount is determined under § 214th

Transfer of

§ 207

(1) Each shareholder may transfer his share to another partner.

(2) make the social contract if the share transfer agreement under paragraph 1, one of the institutions of society and if approval is granted within 6 months of signing the transfer contract, the same effects occur, such as the withdrawal, unless the contract of transfer otherwise specified. Contract on transfer of shares shall not take effect before approval will be granted.

(3) If the authority under paragraph 2 of active or not to consent to any reason, a companion for termination of contract pursuant to paragraph 2 withdraw from society to the provisions of § 164 shall apply mutatis mutandis. Exit from the company to be one month from the date of termination of the contract pursuant to paragraph 2, to show otherwise disregarded.

§ 208

(1) Unless the partnership agreement otherwise, a companion to share transfer a person who is not a partner, only with the consent of the General Assembly. Contract on transfer of shares shall not take effect before approval will be granted.

(2) If approval is granted within 6 months of signing the transfer contract, the same effects occur, such as the withdrawal, unless the contract of transfer otherwise specified.

§ 209

(1) The acquisition of the share approaches to the social contract the transferee company. The transferor guarantees the company for debts that have been with the share transferred to the transferee.

(2) Transfer of shares to the company's effective delivery of an effective agreement on transfer of shares with an officially verified signatures.

(3) The sale of pledged shares in the exercise of lien with the consent of the competent authority is not required. In a sale of shares pledged shall apply mutatis mutandis § 213 paragraph 1

§ 210

(1) Where the proportion represented by ordinary companion certificate, enter the unique identification of the transferee by endorsement to the provisions of § 209 paragraph 1 shall apply mutatis mutandis.

(2) The effectiveness of the transfer voucher to the community notification is required and change the person submitting companion voucher company.

§ 211

Inheritance share

(1) The heir may claim cancellation of their participation in court, if there are reasons for which it is not justified to require that remained in the company, claimed the right to 3 months after final court ruling on inheritance shall be disregarded.

(2) Heir to the annulment of their participation in the court must not participate in the activities of the company, even if such an obligation determines the social contract, unless the other partners agree otherwise in writing.

(3) Participation in the company of an heir can not be canceled, if it is the sole member.

§ 212

Loose share

(1) share of a partner whose participation ceased otherwise than by transfer of shares shall be deemed to share relaxed.

(2) If a transfer switch or share limited or excluded, paragraph 3 shall not apply and the company dispose of shares according to § 214 and 215

(3) The proportion of companies the costs loose as a representative and dispose of it under § 213 or 215th

(4) The rights and obligations associated with the released share can not perform.

Transfer of shares released and settlement amount

§ 213

(1) The Company sells loose is at least a reasonable cost without undue delay. Shareholders have pre-emptive right to commercially trade share. The use of the option to purchase more partners, distributed relaxed ownership interest between the shareholders in proportion to their shares.

(2) The proceeds from the sale are net of costs and set-off pursuant to paragraph 2 settlement company and share it without undue delay after the sale to pay the beneficiary or placed in official custody.

(3) The Company may be obtained from the proceeds from the sale of reasonably incurred costs deducted and set off a debt for a partner whose participation in the company disappeared. Extinguished completely offsetting the deposit obligation, he is liable to whom a right to the settlement amount, the deposit for the fulfillment of obligations of the acquirer shares.

§ 214

(1) Unless the proportion of loose sold within 3 months under § 213, paragraph 1 and 2 above shall be determined share of the settlement on termination of participation in accordance with § 36 paragraph 2 and the company it within 1 month after the three month period under § 213, paragraph 1 and 2 shall pay to the holder.

(2) Pursuant to paragraph 1 may proceed without the fulfillment of the requirements of § 213, if provided by the social contract.

§ 215

(1) Without undue delay after the settlement payment of interest under § 214, but no later than one month from the date of such payment, a decision released by the company of the share transfer for consideration at least equal share of the settlement paid to the remaining shareholders in proportion to their shares, or reduce capital contribution of a partner whose participation in the company ceased to exist; If the company fails to comply with this obligation, the court's own motion it shall cancel and order its liquidation.

(2) The decision referred to in paragraph 1 shall comprise the General Meeting and for its adoption is necessary two-thirds majority vote of all members; decision to certify a public document.

(3) a decision under paragraph 1 of title to shares passes to the partners according to their shares.

Part 5

Changes in capital

Section 1

Increase in share capital

Subsection 1

General Provisions

§ 216

(1) The registered capital can be increased

a) acceptance of deposit obligations to increase the existing deposits or a new deposit

b) from its own resources or

c) a combination of ways to increase the share capital referred to in subparagraphs a) and b).

(2) The effects of an increase in capital acquisition deposit obligations arise and the takeover by introducing deposit obligation or repayment of the prescribed part, unless the General Meeting to raise capital, that occur later. Effects of increasing the capital can not be later than the new capital of incorporated. The effects of an increase in capital from its own resources or a combination of methods referred to in paragraph 1 point. a) b) occur at the moment write the new amount of capital in the Commercial Register.

§ 217

If the capital increase registered in the Commercial Register, meet depositor deposit his duty, even if the resolution of the General Meeting to increase the share capital or a declaration of acceptance of deposit obligations invalid or ineffective. This does not apply if the court by a decision of the general meeting to increase capital.

§ 218

(1) Resolution of the General Meeting to increase the registered capital shall be deleted and the deposit obligation shall cease, as well

a) unless an application for registration of capital increase in the Commercial Register within 2 months of the decision of the General Assembly to raise capital

b) the legal power of the court's decision to reject an application for registration of capital increase in the Commercial Register, or

c) the expiry of two months from the final court decision rejecting the application for registration of capital increase in the Commercial Register, if not filed within the same period this proposal again.

(2) In the event that was canceled the General Meeting to increase the capital receipt of deposit or obligation of the Court held invalid, the company returned to the persons concerned without undue delay, the issue price paid along with the usual interest. Unless provided otherwise in this Act, the provisions of § 236 to 238 as appropriate.

(3) The procedure under paragraph 2 of the directors published court decision pursuant to paragraph 1. b) and c) or a court ruling declared invalid the resolution meeting.

(4) Issued when a company already in the capital increase new stem leaves or leaves existing stem or exchanged for new notes on the original stem mapped out a new stake and resolutions of the General Assembly has repealed under paragraph 1 or the Court held it invalid, ask agent without undue delay, the owners of ordinary leaves, so that the company submitted. If the company replaced the stem leaves or leaves existing stem mapped out a new deposit amount, indicated on the original cast of ordinary sheets of deposit or exchange the voucher with the original amount of the deposit.

Subsection 2

The capital increase acceptance of deposit obligations

§ 219

(1) The capital increase in cash is permissible only when the current cash balances are fully paid, unless the increase is the creation of new shares.

(2) Increase in non-monetary capital contributions is permitted prior to this repayment. Managing Director to the General Assembly a written report stating the reasons for the increase in non-monetary capital contributions and justify the amount to be included on the emission rates.

§ 220

(1) Shareholders have a preferential right to participate in the capital increase, the increases in cash deposits, certificates of deposit and acceptance of responsibilities.

(2) Deposit obligations are entitled to assume the partners in proportion to the amount of their shares, unless the agreement of all partners shall determine otherwise.

(3) The social contract may be preferred shareholders the right to exclude, limit or determine the rate at which they are shareholders entitled to assume the obligation to deposit.

§ 221

Companion can be pre-emptive right to waive in writing with a notarized signature or a statement at the General Meeting, a statement shall be in the public instrument of resolution of the General Assembly and shall have effect as against any subsequent assignee of this spolecníkova share.

§ 222

(1) If a partner does not use pre-emptive rights within the time specified social contract, or within 1 month from the day when he learned of the decision of the General Assembly to increase the share capital or the decision to increase capital taken out of the General Meeting, the deposit requirement assume the consent of the General Assembly anyone, the same applies, excluding the social contract or pre-emptive right of shareholders to give up the companion of a right under § 221st

(2) With the consent of the General Assembly may be obliged to deposit up to the proposed capital increase also any companion.

§ 223

Resolution of the General Assembly has

a) the amount by which the capital increase,

b) the deadline for receipt of deposit obligations

c) determining the type of shares be made, if new investment partner for a new share or

d) a description of in-kind contribution and the amount to be included on the companion issue price as determined on the basis of expert opinion or procedure under § 468 or 469,

e) the deadline for submission of voucher or receipt for a new voucher.

§ 224

(1) assume the obligation to deposit a written statement that contains

a) the amount of the deposit per new share and the amount of new shares, increasing the amount of deposit per existing share and the amount of the deposit and any share premium,

b) a description of in-kind contribution and the amount to be included on the companion issue price as determined on the basis of a study

c) the deadline to meet deposit obligations, and

d) a statement of any future partner that treats the social contract.

(2) The signature on the declaration under paragraph 1 shall be certified and this statement becomes effective delivery of its society.

(3) The netting claims underwriters for the company to meet its obligation to deposit obligation or part thereof is closed before the application for registration of the new amount of capital in the Commercial Register.

§ 225

(1) were taken over the obligation to increase the deposit or the new deposit within the time specified by the General Meeting, the General Meeting of the capital increase is repealed and the deposit obligation shall cease.

(2) Should there be any effects under paragraph 1, the company returns to the beneficiaries without delay emission rates paid along with the usual interest.

§ 226

(1) In order to stem the leaves marked a new deposit, or if they are to be exchanged for ordinary leaves new stem leaves with a new amount of the deposit, ask agent without undue delay, the owners of ordinary sheet that is handed in within the time specified by the General Assembly to mark new deposit or to exchange a voucher with a new amount of the deposit. The provisions of § 152 to 154 shall apply mutatis mutandis.

(2) To be issued to raise new capital stem presses, executive invite depositors to take a new voucher within the time specified by the General Assembly. The provisions of § 152 to 154 shall apply mutatis mutandis.

Subsection 3

The capital increase from own resources

§ 227

(1) The General Meeting may decide to increase the capital from its own sources reported in an approved regular, special or interim financial statements in equity, unless these resources are assigned and the company is not entitled to change their purpose.

(2) Net income can not be used to raise capital on the basis of interim financial statements.

§ 228

The capital increase can not be greater than the difference between the amount and the amount of equity capital.

§ 229

(1) As a result of an increase in capital from its own resources to change the amount of deposits existing shareholders in proportion to deposits, unless the partnership agreement allows more shares and the General Assembly decided that creates a new share.

(2) In order to create this new equity, there must be a new share to all shareholders, unless that right companion in accordance § 221 waives, in proportion to its existing deposits.

§ 230

(1) In order to stem the leaves marked a new deposit, or if they are to be exchanged for ordinary leaves new stem leaves with a new amount of the deposit, ask agent without undue delay, the owners of ordinary sheet that is handed in within the time specified by the General Assembly to mark new deposit or to exchange a voucher with a new amount of the deposit. The provisions of § 152 to 154 shall apply mutatis mutandis.

(2) To be issued to raise new capital stem leaves, invite the executive members, it is assumed that within the time specified by the General Assembly. The provisions of § 152 to 154 shall apply mutatis mutandis.

§ 231

(1) Increase in share capital from its own resources is only possible if part of the financial statements, under which the General Assembly decided to increase, audited with an unqualified opinion.

(2) The Company prepares financial statements for the purposes of a decision under paragraph 1 of data collected by the date from which the day meeting decision to raise capital from its own resources, not older than 6 months.

(3) In case the company of an interim financial report finds reducing its own resources, not data from the ordinary or extraordinary financial statements, but will come out of this interim financial statements.

§ 232

General Assembly resolution on capital increase from own resources has

a) the amount by which the capital increase,

b) identification of own source or sources from which capital increases, broken down by the structure of equity in the financial statements

c) the amount of new investment partner or shareholder of a new deposit, or

d) determine the shares made, if new investment to the new share

e) the deadline for submission of voucher or receipt for a new voucher.

Section 2

Reduction of capital

§ 233

General Assembly resolution on reduction of share capital has

a) the amount by which the capital is reduced

b) a statement as to change the amount of deposits of members, or their number,

c) an indication of whether an amount corresponding to the reduction shall be paid in whole or in part, shareholders or whether it will meet the deposit waiver from the obligation or which otherwise will be loaded with this amount,

d) the deadline for submission of voucher.

§ 234

The amount of the contribution of each shareholder as a result of a decision to reduce capital decreases in proportion to the existing deposits. As a result of the decision to reduce the share capital may also occur to extinction spolecníkova deposit, if yet another deposit, or in the case of the share or the company released its declared invalid voucher. The General Meeting may with the consent of all partners decide to reduce their deposits unevenly.

§ 235

(1) A reduction in share capital must not fall above the individual contributions of members below the amount determined by the law or social contract, unless there is a dissolution of the deposit pursuant to § 234th

(2) In order to be in the context of capital reduction to reduce the amount of deposit issued by the stem or leaves to their withdrawal, casting is a company within the period specified in the decision to reduce capital. The provisions of § 152 to 154 shall apply mutatis mutandis.

§ 236

(1) Directors shall publish a resolution on reduction of share capital within 15 days of its adoption twice with an interval of 30 days.

(2) Executives also known creditors in writing invite the company to the company whose claims arose before the time of the adoption by the General Assembly to reduce capital to register their claims to the company within 90 days after the last publication, unless it is a reduction in capital purpose of covering losses.

§ 237

(1) The company shall provide the lender, which in time logs his claim against the company, reasonable assurance that it will satisfy the claim or, unless otherwise agreed with the lender.

(2) The provisions of paragraph 1 shall not apply to worsen with the reduction of capital recoverability of claims against the company.

(3) If a creditor that has worsened the recoverability of receivables and the company denies it, the court will decide whether it belongs to the creditor sufficient collateral. The provisions of § 238 shall apply mutatis mutandis.

§ 238

In the event that the company and the creditor in the manner of its debt agree to decide on the appropriate security court with regard to the type and amount of the claim; court, the decision demonstrates the Court Registry for filing petition for reduction in capital.

§ 239

(1) The effects of capital reduction occurring at the moment write the new amount of capital in the Commercial Register.

(2) Reduction of the share capital entered in the Commercial register court only if

a) evidence that the deadline under § 236, paragraph 2, when logged in that period, no creditor of his claim,

b) submitted to the company's statement that it has no creditors who are entitled to the security or satisfaction of their claims, corresponds to such a statement to the fact

c) demonstrated to the satisfaction of the claim or reasonable assurance of its effectiveness or agreement pursuant to § 237 paragraph 1,

d) Submission of an effective agreement with creditors who are entitled to satisfaction or securing their claims to the satisfaction of their rights,

e) demonstrated adequate collateral under the court's decision under § 238th

(3) In the event of a declaration under paragraph 2. b) and the Agreement pursuant to paragraph 2. d) does not need to meet the deadline specified in § 236 paragraph 2

(4) If a reduction of share capital entered in the Commercial Register, shall be carried out, even if the General Meeting's resolution to reduce capital invalid or ineffective. This does not apply if the court by a decision of the general meeting of the reduction in capital.

§ 240

(1) Society will handle the corresponding reduction in the amount of capital after the capital reduction is entered in the Commercial Register.

(2) If the court declares the resolution of the General Meeting of the capital reduction to be invalid, it returns those that have adopted performance due to a reduction in capital, the performance of the company and society if released stem leaves

a) return the stem leaves them withdrawn from circulation;

b) they will issue new ordinary leaves,

c) withdraws from circulation voucher to exchange for ordinary shares leaves with higher vkladem or to indicate a higher deposit.

(3) The procedure under paragraph 2 shall apply mutatis mutandis § 152 to 154

Section 6

Repeal of

§ 241

(1) Agreement on the dissolution of the company shareholders to form a public document.

(2) A partner may also seek dissolution of the company in court on the grounds and under conditions determined by the social contract.

§ 242

(1) have been issued if the stem leaves are entitled to repayment upon liquidation of returning the company to challenge a liquidator.

(2) If a partner leaves stem liquidator fails to return the call, the liquidator shall apply mutatis mutandis procedure under § 152 to 154

(3) Count of stem leaves liquidator immediately destroyed.

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