Law No. 90/2012 Coll. on Commercial Companies and Cooperatives - Bodies of the Company

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

NOTE: This text has been translated using google translation and may therefore contain misleading information.

Part 5

Bodies of the Company

Section 1

The internal structure of the company

§ 396

(1) The internal structure of the company, which establishes the Board and the Supervisory Board, is a two-tier system.

(2) The internal structure of the society in which the Board establishes and Corporate Director, is a unitary system.

(3) In case of doubt, the two-tier system is chosen.

§ 397

(1) The system can be chosen to change its internal structure by changing the statutes.

(2) Select the internal structures are not affected by the provisions of this Act on the General Meeting, unless this Act provides otherwise.

Section 2

General Meeting

Introductory Provisions

§ 398

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

(2) admits the statutes provide for voting at a general meeting or general meeting of the remote, using technical means, the conditions of the voting or decisions designed to allow companies to verify the identity of the person authorized to exercise the voting rights and to determine the shares, which carry the performed right to vote or votes to a committed such a procedure or to participate in this voting shareholders into account.

(3) Conditions or deciding vote in accordance with paragraph 2 shall lay down, and always shall be included in the invitation to the General Meeting or in the draft decision under § 418; does not contain articles of these conditions shall be determined by the Board.

(4) To vote at the General Meeting with the use of technical means shall be considered as voting by correspondence.

§ 399

Shareholder attends the General Meeting in person or by proxy. Power of attorney for representation at the General Meeting must be in writing and must indicate whether it was granted for representation at one or more general meetings.

§ 400

(1) It is understood that a person entered in the register of investment instruments as an administrator or as a person entitled to exercise rights attached to shares, the shareholders entitled to represent the exercise of rights attached to shares listed on the account, including voting at the General Meeting.

(2) Instead of a power of attorney, this person shows an extract from the register of investment instruments, it is not necessary if the company itself for the purposes of such registration statement requests.

§ 401

(1) The representative shall notify in advance of the meeting the shareholders of any facts that might be relevant for the shareholders in assessing whether a given case there is a conflict of interests and those of his deputy.

(2) If a shareholder is in respect of certain shares on behalf of another person is entitled to exercise voting rights attributable to those shares differently.

Convening of General Meeting

§ 402

(1) General Meeting convened by the Board at least once every financial year, unless the statutes determine that the general meeting to be convened more frequently.

(2) The general assembly convened by the Board or its member, board of directors if it is not convene without undue delay and that the law requires that a general meeting, or if the Board is not long a quorum unless otherwise provided by this Act.

(3) Board members to always attend the meeting. Board member must be given the floor whenever he asks.

§ 403

(1) Proper accounts will discuss general meeting within 6 months from the last day of the preceding financial year.

(2) The Board shall convene a general meeting without undue delay after discovering that the total loss of the company's financial statements has reached such a height that the payment of its available resources, the accumulated losses amounted to half of its capital, or it may be with regard to all circumstances expect, or other serious reason, and propose to the General Assembly repeal or adoption of other appropriate measures.

§ 404

Where the company has elected board of directors or board of directors selected a long and fulfilling its obligations or fails to convene a general meeting the member shall convene a general meeting of the Supervisory Board, which may also convene a general meeting if required by the interests of society. The Supervisory Board also propose the necessary measures. If the Supervisory Board fails to convene a general meeting may be convened by any member of the Supervisory Board.

§ 405

The record date for attending the meeting

(1) The statutes or the decisions preceding the general meeting may determine the date which is determined to attend the meeting. The decision of the General Assembly under the first sentence is not considered a decision to change the statutes.

(2) The record date shall not precede the date of the meeting by more than 30 days.

(3) If shares admitted to trading on a regulated European market is the decisive day for attending the meeting is always the seventh day preceding the day of the meeting, paragraph 1 shall not apply.

(4) do not determine if the statutes of the company issued uncertificated shares which are not admitted to trading on a regulated European market, another record day, the decisive day for attending the meeting is the seventh day preceding the meeting. The company has issued uncertificated shares, the day before the meeting shall affix the registration of uncertificated securities as of the statement issue date.

§ 406

(1) The convener at least 30 days prior to the General Assembly shall publish an invitation to the general meeting the company's website and at the same time it sends to shareholders owning registered shares or dematerialized shares to the address specified in the list of shareholders or dematerialized securities or in the records kept by the custodian immobilized holding shares on deposit. The statutes may determine additional requirements for the convening of the meeting. The statutes may also determine how it will be replaced by sending invitations to the address of the shareholder under the first sentence, this method may not unreasonably restrict shareholder to participate in the meeting.

(2) by publishing an invitation, the invitation shall be delivered to the shareholders owning bearer shares. Notice must be published web site until the meeting.

§ 407

(1) Invitation to the General Meeting shall include at least

a) the name and address of the company

b) the place, date and hour of the meeting,

c) an indication of whether or replacement shall convene ordinary general meeting

d) show the general meeting, including the people, is proposed as an organ of society,

e) the record date for attending the meeting if it has been determined and an explanation of its significance for voting at the General Meeting;

f) draft resolutions of the General Assembly and its justification

g) the deadline for receipt of the shareholder to the agenda of the General Meeting, if possible postal voting, which shall not be less than 15 days for the start of the run shall be the delivery of the proposal by shareholders.

(2) If the draft resolution submitted pursuant to paragraph 1. f) contains an invitation to the General Meeting of the Board of expression of each proposed issue, while company on its website without delay after the receipt of shareholder proposals to publish the resolution of the General Assembly.

§ 408

(1) Location, date and hour of the meeting shall be such that excessive restrictions to the right of shareholders to take part in it.

(2) In the headquarters of the company allows each shareholder to the deadline specified in the invitation to the General Meeting nahlédnul free to draft amendments to the articles. On the right the shareholder notifies the company in the invitation to the General Meeting.

(3) Matters not included on the agenda of the General Assembly may, at its meeting to discuss or decide to only take effect if agreed by all shareholders.

§ 409

The General Meeting may decide that some of the issues included on the agenda of the General Meeting resolves to the next meeting, or they will not be discussed. This does not apply if held by the General Assembly at the request of a qualified shareholder unless the shareholder of this agreement.

§ 410

(1) Revocation or suspension of the meeting shall notify shareholders of the Company the manner prescribed by this Act and the statutes for convening the meeting, at least 1 week prior to the originally announced date of the meeting, otherwise it will pay shareholders who showed up at the General Meeting of the original invitation, the associated costs reasonably incurred.

(2) In the event that a general meeting be convened at the initiative of qualified shareholders, or an appeal is possible postponement of the meeting, only with the consent by the shareholders.

§ 411

(1) In the event setting a new place, date and hour of the meeting shall not affect the period that the law provides for sending out invitations to the general meeting and general meeting of shareholders qualified initiative.

(2) Non-compliance with this Act to a general meeting of the General Assembly can take place only with the consent of all the shareholders and determine if the statutes so provide.

§ 412

The ability of the general meeting a quorum

(1) The General Meeting has a quorum if attended by shareholders owning shares with a nominal value or number exceeds 30% of the capital, unless otherwise determined by the statutes.

(2) In assessing the ability of the General Meeting a quorum shall not include shares or provisional sheets issued to which voting rights are not, or if you can not vote under this Act or the Statutes to exercise, this does not apply to take the temporary right to vote.

§ 413

(1) For the present shareholders of the company in the attendance list

a) the name and permanent address,

b) the information referred to in subparagraph a) on the proxy, a shareholder is represented

c) the number of shares

d) the nominal value of shares that entitle the shareholder to a vote, a statement that the shares entitle the shareholder to vote.

(2) If a person refused entry in the attendance list, the fact of his refusal and the reason stated in the present document.

(3) The accuracy of the attendance list convener confirms his signature or his designee.

§ 414

Replacement General Meeting

(1) If the General Meeting quorum, the Board shall convene the manner prescribed by this Act and the statutes, if still necessary, without undue delay, substitute general meeting in the same order; Substitute General Meeting has a quorum regardless of § 412 paragraph 1, unless otherwise determined by statutes, the deadline for sending out invitations shall be reduced to 15 days and the invitation does not contain adequate information about the nature of each issue included in the agenda of the General Meeting pursuant to § 407 paragraph 1 point. d).

(2) Invitation to the replacement general meeting sent to shareholders within 15 days from the date on which the General Assembly convened the original and substitute general meeting must be held within 6 weeks of the original which was convened by the General Assembly.

(3) Matters not included in the proposed agenda of the initial meeting, you can substitute the general meeting to decide only with the consent of all the shareholders.

Decisions of the General Meeting

§ 415

General Meeting by a majority of votes of shareholders present, unless this Act or other statutes require a majority.

§ 416

(1) A decision under § 421, paragraph 2, point. m) to modify the statutes, the decision as a result of amending the Statutes, the decision on behalf of the Board to raise capital, the possibility of offsetting monetary claim against the company against a claim for repayment of issue price, to issue convertible bonds or bonds, on the dissolution of the company with disposal and to decide on the distribution of the liquidation value requires approval by at least two-thirds majority votes of shareholders present.

(2) Decisions of the General Meeting of the facts referred to in paragraph 1 and other facts, the effects occur and the registration in the Commercial Register shall be certified by a public document. The contents of public documents is also approved text amendments to the articles if they are changed.

§ 417

(1) A decision under § 421, paragraph 2, point. m) change in the amount of capital is also required approval by at least two-thirds majority votes of the shareholders of each type of shares whose rights are affected by this Decision.

(2) The decision to change the type or types of shares to change the rights attached to a class of shares, to limit the transferability of registered shares or dematerialized shares and the exclusion of securities from trading on a regulated European market also requires approval by at least three-fourths majority vote of those present shareholders owning the shares.

(3) The decision on the exclusion or limitation of pre-emptive right to acquire convertible bonds or preferred profit distribution to allow persons other than shareholders pursuant to § 34 paragraph 1, of the exclusion or limitation of pre-emptive rights of shareholders to raise capital by subscription of new shares and increase the non-monetary contributions to capital requires approval by at least three-fourths majority of shareholders present. If a company has issued shares of different kinds, requires such decisions to the approval by at least three-fourths majority of shareholders present each type of shares, unless the owners of these decisions affect these types of shares.

(4) The decision on the merger of shares requires the consent of all shareholders whose shares are to be contacted.

Deciding per rollam

§ 418

(1) admits the company statutes per rollam decision, send the person authorized to convene a general meeting to all shareholders a draft decision.

(2) contains a draft decision

a) the text of the proposed decision and its rationale,

b) the deadline for receipt of the shareholder intended statutes, or 15 days for the start of the run shall be the delivery of the proposal by shareholders

c) documents needed for its adoption and

d) other information, determines if the statutes so provide.

§ 419

(1) If the shareholder fails to deliver within the time limit under § 418, paragraph 2, point. b) a person authorized to convene a general meeting consent to the draft resolution, rule, opposes the proposal.

(2) If required by this Act to the general meeting was witnessed by a public document, the decision of shareholders by way of public documents, which shall indicate the content of the draft decision of the General Assembly, which the statement relates.

(3) The decisive majority is calculated from the total number of votes of all shareholders.

§ 420

The result of the decision pursuant to § 418 and 419, including the day of its receipt, notify the person authorized to convene meetings manner prescribed by this Act and the articles for a general meeting of all shareholders without undue delay.

Powers of the General Assembly

§ 421

(1) The General Assembly shall make an order.

(2) The powers of the General Assembly entitled

a) the decision to amend the statutes, determine if the statutes or the law, unless a change as a result of capital increase authorized by the Board or a change that occurred under any other legal facts

b) decide on changes to the capital on behalf of the Board to increase capital

c) deciding on the possibility of offsetting monetary claim against the company against a claim for repayment of issue price,

d) decision to issue convertible bonds or bonds,

e) election and removal of directors or of the Director, if the statutes do not determine that this application belongs to the Supervisory Board

f) election and dismissal of members of supervisory or administrative board or other authorities designated by the statutes, with the exception of supervisory board members who do not vote for the General Assembly,

g) approval of the ordinary, extraordinary or consolidated financial statements and where the other copies shall be fixed by law and interim financial statements

h) the allocation of profits or other own resources, or the payment of losses

i) deciding on an application for admission of the securities to trading on a regulated European market or to exclude such securities from trading on a regulated European market,

j) a decision to wind up the company with liquidation

k) the appointment and dismissal of the liquidator, if so determined by statutes,

l) approval of the distribution of the liquidation balance

m) 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,

n) decisions on the effects of takeover negotiations made for the company prior to its creation,

o) the approval of the quiet community, including the approval of its changes and its cancellation,

p) other decisions by this Act or the statutes delegate to the General Meeting.

(3) The General Assembly can not reserve the decision of cases within its jurisdiction does not confer this Act or the Statutes.

§ 422

(1) The General Assembly shall elect a chairman, clerk, auditor registration and the person or persons responsible for counting votes. Until the election of the President manages the general meeting convener or his designee. The same applies if the chairman of the meeting was not elected. If elected clerk, auditor registration or the person to count votes, determine the convener of the General Assembly. The General Assembly may decide that the Chairman of the General Assembly and authenticator will write one person.

(2) The General Assembly may decide that the chairman of the meeting also made the counting of votes, if it does not jeopardize the proper conduct of the meeting.

§ 423

(1) The secretary shall prepare minutes of the General Meeting within 15 days from the date of termination. Minutes signed by the clerk, chairman of the meeting convener or verifier or verifiers and registration.

(2) 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 chairman, clerk, minutes verifiers and the person or persons to count votes

d) a description of each issue included discussion on the agenda of General Meeting

e) the General Meeting with the results of voting and

f) Content of protest shareholder, member of the Board or the Supervisory Board regarding the resolution of the General Meeting, if the protesting requests.

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

§ 424

(1) decision of the general shareholder meeting is not invoked 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.

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

§ 425

(1) A shareholder may ask the Board to issue a copy of the record or part thereof throughout the company. If part of the registration or published within the period pursuant to § 423 paragraph 1, the company's website, makes the copies at the expense of society.

(2) Minutes, invitations to annual general meetings and the attendance list keeps company throughout its existence.

§ 426

A shareholder shall not exercise its right to vote

a) If the delay in complying with the deposit obligations to the extent of delay,

b) decide if the general meeting of its kind contribution,

c) decide if the General Assembly on 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 of board member for misconduct in the performance of functions

d) as otherwise required by this Act or other legislation.

§ 427

(1) Restrictions on exercise of voting rights pursuant to § 426 point. b) to d) also applies to shareholders who act in the shareholder can not exercise voting rights in concert.

(2) Restrictions on exercise of voting rights pursuant to § 426 point. b) to d) shall not apply in the case where all shareholders acting in concert.

§ 428

Decision of the general meeting

(1) Each shareholder, member of board or liquidator may rely on the invalidity of the resolution of the General Meeting pursuant to provisions of the Civil Code, the nullity of the resolution, Member Society meeting conflict with the law or the statutes.

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

§ 429

(1) It was decided outside the meeting, 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 under § 420, but not later than 1 year after the adoption of this decision. The same applies if the decision of the General Assembly the sole shareholder.

(2) the absence of § 428 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.

§ 430

(1) the annulment of decisions of other bodies of persons are liable under § 428 invoked only if it was this decision made at the General Meeting, the provisions of § 428 and 429 shall apply mutatis mutandis.

(2) violated the company in general meeting or during the shareholder's right to seriously, the shareholder is entitled to reasonable compensation under the provisions of the Civil Code to grant adequate compensation member association.

Amendments to the Statutes as a result of the decision

fact or law

§ 431

(1) In the event that the general meeting decides on the share split or combination of multiple shares into one, to change the form or type of shares or to limit the transferability of registered shares or dematerialized shares or its amendment, the amendment takes effect as from the statutes of recording these facts into Commercial Register.

(2) Other amendments to the articles on which the General Meeting shall take effect upon its decision unless that decision or of this Act holds that take effect later.

§ 432

(1) Decisions of the General Assembly, resulting in a modification to the statutes, replacing Decision to amend the Articles. Such decision of the General Meeting to certify a public document.

(2) does not follow from the decision of the General Assembly on how to change the statutes, the Board will change their content in accordance with the decision of the General Assembly. The decision of the Board to amend the statutes to certify the contents of a public document.

§ 433

In the event that changes the content of the statutes, the Board shall prepare without undue delay after the change of any of its members learn the full text articles.

§ 434

(1) When changing the type or form of shares the rights with this kind of change in shares or effect amendments to the statutes, regardless of when the exchange of shares.

(2) The conversion of uncertificated shares and shares in the conversion of shares into dematerialized shares are changing the legal status of shareholders to exchange their shares or declared void.

(3) Where shares are admitted to trading on a regulated European market, the general meeting may decide on the conversion in paragraph 2, but unless this change have resulted in exclusion or withdrawal of shares from trading on any regulated European markets on which the traded, unless at the same time decide on the withdrawal of securities from trading on a regulated European market.

(4) adopt a general meeting of the joint stock company decision that will result in disqualification or withdrawal of securities of this company from trading on regulated markets of Europe, shall apply mutatis mutandis the provisions of § 333 subsection 1 and § 338 to 341st

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