Law No. 90/2012 Coll. on Commercial Companies and Cooperatives - Changes in Capital

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.

Section 6

Changes in capital

Section 1

Introductory Provisions

§ 464

(1) The effects of capital increase occurring at the moment write the new amount of capital in the Commercial Register, unless the capital increase a company whose shares are admitted to trading on a regulated European market, or whose release is the last condition for the acceptance of a European regulated market.

(2) Increases the capital of a company whose shares are admitted to trading on a regulated European market, or whose release is the last condition for the acceptance of a European regulated market, the effects of an increase in capital subscription of shares and the repayment of specified portions of their issue price, Unless the decision to increase the capital. The effects of capital increase can not occur before they are subscribed for shares, and no later than the new amount of capital registered in the Commercial Register.

§ 465

(1) If the capital increase registered in the Commercial Register, the subscriber will fulfill its obligations, even if the General Meeting to increase the share capital or subscription of shares was invalid or ineffective. This does not apply, where a decision of the general meeting to increase capital trial.

(2) General Assembly resolution on capital increase is repealed and the obligation to repay the issue price of shares, if any, also expires

a) unless an application for registration of capital increase in the Commercial Register within two months after they have met the prerequisites for the registration of capital increase in the Commercial Register,

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.

§ 466

(1) has been canceled if the General Meeting to increase the capital subscription of shares pursuant to § 465 paragraph 2 or the Court held invalid a resolution of the General Meeting to increase the capital subscription of shares, the company returned to the persons concerned without undue delay, the issue price paid along with the usual interest .

(2) The procedure under paragraph 1, the Board shall publish the decision of the court pursuant to § 465 paragraph 2, point. b) and c) or a court ruling declared invalid the General Meeting of the capital increase. If you already occurred effects capital increase subscription of shares, the Board also published a call for creditors whose claims against the company arising after the effective capital increase to be signed within 90 days of publication. The provisions of § 518 shall apply mutatis mutandis.

(3) If you already have the capital increase were issued new shares or existing shares was marked by a new nominal value and the court declares the decision of the general meeting to increase capital or to cancel this order pursuant to § 465, paragraph 2, the person on notice by shares issued will return to this capital increase, or supplies to exchange for shares of the original nominal value or by submitting shares, on which was marked by a higher nominal value, to indicate the original nominal value. The provisions of § 537 to 541 shall apply mutatis mutandis.

(4) Issued by the company under the circumstances described in paragraph 3 of book-entry shares, without undue delay can order the person who keeps records of dematerialized securities, the cancellation of shares issued to raise capital or to reduce the nominal value of shares.

§ 467

(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) the deadline established by § 518, paragraph 3, when logged in that period, no creditor of his claim,

b) shown to satisfy a claim or reasonable assurance, or effectiveness of an agreement with creditors under § 518, paragraph 3, or

c) demonstrated adequate collateral under a court decision pursuant to § 518 paragraph 4

(3) If a reduction of share capital entered in the Commercial Register, shall also be had, if the decision to reduce capital, or contract under which the shares are taken out of circulation, invalid or ineffective. This does not apply if the court by a decision of the general meeting of the reduction in capital.

(4) The company will handle the corresponding reduction in the amount of capital after the capital reduction is entered in the Commercial Register.

(5) 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 companies and the company

a) will return the shares withdrawn from circulation;

b) they will issue new shares

c) withdraw shares from circulation in order to exchange for shares of nominal value or higher in order to indicate a higher nominal value or

d) gives the order to the person who keeps records of dematerialized securities to indicate a higher nominal value of shares or to issue uncertificated shares.

(6) The procedure under paragraph 5 letter. a) to c) shall apply mutatis mutandis § 537 to 541st

Exceptions to the obligation in kind valued by an expert

to raise capital

§ 468

If non-monetary contribution to the company investment securities or money market instrument under the Act on Capital Market and decide if the board of directors of the company shall apply in determining its price weighted average of prices at which trades were made of the security or tool for one or more regulated European markets within 6 months before by contribution of assets.

§ 469

(1) If a non-monetary contribution to society than other property assets as defined in § 468 and decides if the board of directors of this company used to determine the price of its fair value as determined generally recognized independent expert using generally accepted valuation principles and standards not more than 6 months ago by contribution of assets.

(2) If the non-monetary contribution to society than other property assets as defined in § 468 and decides if the board of directors of this company used to charge the subscriber under another law of such assets in real terms, for the determination of its price fair value is recognized in the financial statements for the previous financial year before the general meeting deciding on the deposit if it has been audited with an unqualified opinion.

§ 470

(1) If the price in-kind contribution under § 468 affected by exceptional circumstances that would make it on his pay significantly changed, the new company shall award to the provisions of § 251 shall apply mutatis mutandis.

(2) There have if new circumstances, which could on its repayment significantly change the price of in-kind contribution determined under § 469, provide the company a new valuation of § 251 shall apply mutatis mutandis.

§ 471

(1) If a revaluation in-kind contribution under § 469 in cases where such awards should be in accordance with § 470, paragraph 2 is made, can the company apply for this award from the date of this in kind decided by the General Assembly, until the day of redemption, a shareholder or shareholders, the aggregate nominal value of shares or number of their shares at the time of the decision of the General Meeting to increase the share capital amounted to at least 5% of the subscribed capital, and the date of application of the shares for at least the same extent still have.

(2) exercises in the Board under § 251 to 14 days of receiving the request under paragraph 1, the expert may determine the shareholders themselves.

(3) If the valuation according to expert opinion secured by shareholders pursuant to paragraph 2, at least the same as the original award, the company may demand that the shareholders had paid the costs associated with its establishment, unless the court decides that for them it can not reasonably be required.

§ 472

If the increased non-cash capital contribution and its value determined under § 468 and 469, published by the repayment of the notice containing the conditions under § 473 and the date when the decision on capital increase adopted. If this obligation is met, it contains a declaration under § 473 only a statement that the publication of notification under this provision, no new circumstances.

§ 473

If the price was determined by in-kind contribution under § 468 and 469, saves the company in one month from the date of introduction of in-kind contribution to the collection of documents containing a statement

a) a description of in-kind contribution,

b) the price of non-monetary contribution, a method of valuation and possibly the method used and the method and reasoning, as the expert came to this award,

c) a statement whether the price of in-kind contribution of at least the number of emission rate and the shares that were issued for him, and

d) a statement that no exceptional or new circumstances that could affect the original valuation.

Section 2

Increase in share capital

Subsection 1

The capital increase subscription of new shares

§ 474

(1) The capital increase subscription of new shares is permissible only if shareholders fully repay the issue price of shares subscribed earlier, unless previously unpaid portion of the issue price is due to the negligible amount of capital and the General Assembly to increase capital by expressing approval procedure.

(2) The prohibition in paragraph 1 shall not apply if bringing an increase in the share capital other than cash only.

§ 475

Resolution of the General Assembly to increase the capital subscription of new shares obsahuje

a) the amount by which the capital shall be increased, with the determination whether to admit the subscription of shares above or below the proposed amount, or to what the highest amount

b) the number, nominal value, type of subscribed shares, the form or statement to be issued as uncertificated securities

c) data for the use of pre-emptive right to subscribe for shares listed in § 485, paragraphs 1, unless all the shareholders before the vote on the latest capital increase gave priority right or is to be increased by agreement the share capital to shareholders under § 491,

d) determining whether the shares are not subscribed for using pre-emptive right, all or part of the agreement subscribed by the shareholders pursuant to § 491, that will be offered the designated candidate or candidates indicating the person or his or their method of choice,

e) determining whether the shares will be subscribed for or part of a public offer pursuant to § 480 to 483,

f) The shares shall subscribe for securities dealer pursuant to § 489 paragraph 1, the information under § 485, paragraphs 1, place and period in which the authorized person may exercise that right there, and the price at which he is entitled akcie buy or method of determining it, this does not apply if all the shareholders before the vote on the latest capital increase gave priority right or is to be the capital increased by a decision of another body

g) An indication of the exclusion or limitation of pre-emptive right to subscribe for shares

h) for subscription of shares without preferential rights of subscription recovery period and the proposed amount of issue price or, if the issue price to pay in cash, reasoned way to its destination, or an indication that its purpose will be in charge of the Board, including the determination of the lowest possible level in what can be determined, the issue price or the method of its determination must be a subscriber to all the same,

i) a bank account and the time within which the subscriber shall pay the issue price or part thereof, or a place and time for insertion kind contribution,

j) approve the non-monetary contribution is his description of his awards and the amount determined under this Act and the issue price, face value and type of shares to non-monetary contribution for this issue, their form or statement to be issued as uncertificated securities

k) if permitted by the subscription amount of the proposed capital increase, an indication of the company to decide on the final amount of the increase

l) admits to the possibility of offsetting claims against the company against a claim for repayment of issue price, the rules of procedure for the conclusion of the counting, count toward determining the claim, including its amount and its owner, if it is offset by the repayment sole issue price, the data referred to in subparagraph h) shall not be.

§ 476

To be subscribed for new shares through a public offer pursuant to § 475 point. e) includes the General Meeting pursuant to § 475 also

a) determining the period by which the Board must publish a public offering pursuant to § 480, which may not be longer than 2 years

b) the subscription of shares, which shall not be less than 2 weeks

c) the procedure for determining the subscription of shares and issue price, which requires the company to repay its registration in the list of subscribers,

d) the rules for share subscription amount in excess of the proposed capital increase.

§ 477

(1) The Board shall without undue delay for registration of the resolutions of the General Assembly into the Commercial Register.

(2) Proposal to enter the resolution of the General Meeting may be associated with the proposal to write the new amount of capital in the Commercial Register.

§ 478

(1) The subscription of shares in the capital increase and repayment of issue price shall apply mutatis mutandis the provisions of this Act on the emission rate and the foundation. The experts for the valuation of in-kind contribution Board selects from a list of experts maintained by other legislation.

(2) Agreement to offset debts owed by the obligation to repay the issue price of underwriters or part is closed before the application for registration of the new amount of capital in the Commercial Register.

§ 479

Predetermined candidate or the sole shareholder of shares subscribed by a written contract with the company, officially verified signatures. The contract also includes

a) an indication that other shareholders gave preferential right to subscribe for, or has not already done, or under what conditions do so, unless one subscribes akcie shareholder

b) the type, number and nominal value of subscribed shares, the form or statement to be issued as uncertificated securities

c) the amount of issue price and the deadline for its payment, or bank account number for payment of a monetary contribution, and

d) a description of in-kind contribution if the introduction and the amount of the award procedure under this Act, or

e) the number of the asset account to which to be issued uncertificated shares.

The subscription of shares by public offering

§ 480

(1) Subscription of shares by public offering shall be governed by other legislation of a public offer of securities and investment securities prospectus and the provisions of this Act on the procedure for subscription by way of public offer shall only be used if they are not inconsistent with them.

(2) The subscription can be done electronically as well.

(3) Any increase in capital subscription of new shares, which is determined by the candidate or candidates in accordance with § 475 subscription point. d) shall be treated as capital increase subscription by way of public offer.

§ 481

(1) The subscription of shares by public offering takes place entry in the list of subscribers.

(2) The minutes shall include the type, number and nominal value of the subscribed shares, the form or statement to be issued as uncertificated securities, issue price, the name and permanent address of a subscriber number of the asset account to which to be issued uncertificated shares, and signature, otherwise valid, that the registration occurred.

(3) The subscriber shall pay the registration and the issue price point under § 476. c) confirmation in writing, stating the type, number and nominal value of the subscribed shares, the form or statement to be issued as uncertificated securities, the value of the total issue price of shares subscribed and the extent of its repayment.

§ 482

Unless the resolution of the General Meeting pursuant to § 475 rules for the subscription of shares in excess of the amount of the proposed increase in capital, are that such a bond is not possible.

§ 483

(1) Unless within the period specified in the resolution of the General Meeting pursuant to § 475 subscribed shares whose nominal value reaches the required capital increase or a specified number of single shares, the General Meeting of the capital increase is repealed and the deposit obligation shall cease, unless

a) the lack of up to 1 month subscribed by existing shareholders in proportion to the amount of their shares, or

b) capital increase to the extent of the subscribed shares, if permitted by the General Meeting pursuant to § 475 and 476th

(2) In the event that the subscription of shares by public offering took place, the company returns to the beneficiaries without delay paid the issue price.

Preferential right of shareholders to subscribe for new shares

§ 484

(1) Each shareholder shall have the preferential right to subscribe for new shares of the company's subscribed capital to increase the extent of his share, if the issue price to be paid off in cash.

(2) Unless the statutes provide otherwise, each shareholder has a pre-emptive right and those shares in accordance with this Act underwritten another shareholder.

§ 485

(1) The Board will send shareholders the manner prescribed by this Act and the statutes for convening the meeting and at the same time publish information containing at least

a) an indication of the place and time to execute pre-emptive rights that can not be less than 2 weeks from the time of service, indicating how shareholders will be notified of the start of that period, if not already contained in this leaflet,

b) the number of new shares to be subscribed for one share with a current face value, or what proportion of one new share grants per share with a current face value the fact that you can only subscribe for all shares

c) the nominal value, the number and class of shares subscribed by using pre-emptive right, the form or statement to be issued as uncertificated securities, and their issue price or the method of determining the issue price, commission or board to determine it, the issue price is determined so that for all shares can be subscribed for using pre-emptive right, the same, but may be different from the share price of the stock underwritten differently,

d) the record date for the exercise of preferential rights, if the company issued uncertificated shares, the effective date in this case the day might be preferred for the first time exercised.

(2) Paragraph 1 shall not apply if the capital increase without preferential rights of use or if they have any shares to be subscribed by the sole shareholder.

§ 486

(1) The priority right shall be transferable separately from the date of the General Assembly decided to increase capital.

(2) In the event of restrictions on transferability of shares subject to the same restrictions on transferability as well as for pre-emptive rights. In the event that one does not seem so far akcii 1 new shares is always preferred the right freely transferable.

Restrictions on pre-emptive right

§ 487

Preferential right in the statutes can not be limited or excluded.

§ 488

(1) The General Assembly may, by order of the preferential right to limit or exclude, but if it is in the important interests of society.

(2) Reduction or elimination of pre-emptive rights must be addressed to all shareholders the same extent.

(3) resolution of the General Meeting shall be stored in a collection of documents.

(4) The General Meeting which is to limit or exclude pre-emptive right to decide, the Board shall submit a written report indicating the reasons for the reduction or elimination of, the proposed issue price or the method of its determination, the Board authorized a proposal or to its destination.

§ 489

(1) The limitation or exclusion of pre-emptive right is not the case, when, according to the Annual General Meeting will subscribe all the shares of a brokerage house under contract for the supply of securities issue, if this contract contains a requirement that dealer to sell to persons who have a prior right on request, at a specified price and time for subscribed shares, to the extent of their priority rights.

(2) The procedure of sale of shares by the investment firm shareholders shall apply mutatis mutandis § 484 to 486th

§ 490

Termination and abandonment priority right

(1) Priority right expires the deadline for its implementation.

(2) A shareholder may also give priority right before the decision on capital increase, in writing with a notarized signature or a statement at the General Meeting, a statement shall be a public document attesting to the general meeting and also have effects in relation to any further acquirer of the shares of the shareholder.

§ 491

The capital increase agreement of all shareholders

(1) The Annual General Meeting, shareholders can all agree on the extent of their participation in the capital increase in the amount determined by the General Assembly, the agreement takes the form of a public document.

(2) The Agreement also contains

a) A statement that the shareholders waive preferential rights, unless he gave him before, or have already done,

b) determining the number, type, nominal value and the amount of the share price of the stock subscribed by each shareholder, the form of shares or a statement that the shares will be issued as uncertificated securities

c) if the issue price to be repaid in money, time and method of repayment,

d) if it is to be brought in kind, description and amount of awards determined by the procedure under this Act and, if necessary

e) the number of the asset account to which to be issued uncertificated shares.

Writing the new amount of capital in the Commercial Register

§ 492

(1) The Board shall submit a proposal to enter the new amount of capital without undue delay after the subscription of shares corresponding to the scope for increase and payment of at least 30% of their nominal value, does not require the resolution of the General Assembly to increase the capital repayment on a larger scale, including the emission premium, in the case of cash deposits, and after the introduction of all non-cash deposits.

(2) A person who subscribed for shares in the capital increase, shall be entitled to exercise shareholders' rights within the scope of the shares subscribed by the time they were effectively underwritten, even if the effects occurred capital increase, unless the repeal of the General Meeting to raise capital under § 465, paragraph 2, or § 493 or by a court decision of the general meeting to increase capital. This is without prejudice until done shareholder rights.

§ 493

General Assembly resolution on capital increase is repealed and the deposit obligation shall cease, if not effectively underwritten shares within a period fixed by resolution of the General Assembly to the extent necessary to increase the registered capital of § 465, paragraph 2 shall apply mutatis mutandis.

§ 494

The right to share in profits from shares issued in connection with an increase in capital will arise if it was in the year in which capital was raised, achieved net profit, unless otherwise determined by the statutes.

Subsection 2

The capital increase from own resources

§ 495

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

(2) The capital increase can not be greater than the difference between the amount and the sum of equity capital and other own resources, which are assigned and the company is not entitled to change their purpose.

§ 496

(1) The increase in share capital, the shareholders in proportion to the nominal value of their shares. The increase is also involved in the ownership of shares of the company that raises capital, and shares in companies controlled by her own person or controlled entity controlled by it. If they were issued piece shares participate in the capital increase of the ratio of shareholder-owned piece of their shares.

(2) the amount of new capital is entered in the Commercial Register together with the resolution on capital increase pursuant to § 495 paragraph 1

§ 497

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

(2) The auditor reviews the 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.

§ 498

General Assembly resolution on capital increase from own resources has

a) the amount by which capital increases,

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

c) determining whether to increase the nominal value of shares, with an indication of how much or piece book value of shares, or whether the shares of the new, with their number and nominal value, unless the piece stocks, and

d) if the share capital increases by increasing the nominal value of shares, and the deadline for submission of shares; start of that period can not precede the date on which the new amount of registered capital in the Commercial Register.

§ 499

The capital increase is carried out either by issuing new shares and their free distribution to shareholders, or by increasing the nominal value of existing shares.

§ 500

(1) increase in the nominal value of shares is carried out either by exchange or showing a higher nominal value of existing shares with the signature of a member or members of the Board.

(2) The Board shall invite the manner prescribed by this Act and the articles for a general meeting of shareholders to share in the General Assembly designated time submitted for exchange or to indicate a higher nominal value.

(3) If the shareholder fails to share in the period, does not perform up to their submission to the Board of shareholder rights and apply the procedure under § 537 to 541st

§ 501

Increase in the nominal value of dematerialized shares will change in the minutes of the nominal value of dematerialized securities by order of society proves to command a company certificate of incorporation showing the registration of the new amount of capital.

§ 502

Upon issuance of new shares, the Board asks shareholders without undue delay after writing the new amount of capital in the Commercial Register in the manner provided by this Act and the articles for a general meeting to appear to take them over.

§ 503

(1) Call to shareholders under § 502 contains at least

a) the extent of increase in capital,

b) the ratio of stock split to shareholders,

c) a statement that the company is authorized to sell new shares not taken if the shareholder is within 1 year after delivery of the invitation.

(2) After the lapse of time under paragraph 1 shall apply mutatis mutandis the procedure the Board pursuant to § 539th

§ 504

If they are to be released new book-entry shares, the Board shall without undue delay after writing the new amount of capital into the commercial register of a person authorized to keep records of dematerialized securities to their issue.

Subsection 3

Contingent capital increase

§ 505

(1) If the General Meeting resolves the issue of convertible bonds or bonds, while taking a decision to increase the capital to the extent that they can be applied to exchange or preferential rights of the bonds (hereinafter referred to as "conditional capital increase"), unless they be exchanged for bonds already issued shares.

(2) The conditional capital increase shall be deemed also to increase the extent to which the creditors according to the rules contained in the Annual General Meeting and credit or other similar agreement to exercise their preferential rights or exchange of such contract with the company, this is only if the General Assembly also decided to limit the preferential rights of shareholders under § 487 to 489th

§ 506

Contingent capital increase pursuant to § 505, paragraph 2 is possible only if it has first given the statutes and if it also contain the precise conditions under which it is possible to exchange or preferential right to a credit agreement or similar use.

§ 507

General Assembly Resolution on the conditional capital increase company include

a) the reasons for the increase in capital,

b) determining whether a capital increase is intended to carry out an exchange or any options on bonds or similar rights to execute a credit agreement or other similar contracts,

c) the extent of increase in capital, type, number and nominal value of shares that may be to increase the share capital issued, their form or a notation that will be issued as uncertificated securities, and

d) the proposed amount of issue price or the way it is justified or determine an indication that its purpose will be in charge of the Board, including the determination of the lowest possible level which they can be determined, the issue price or the method of its determination must be the same for all underwriters.

§ 508

(1) The Board shall without undue delay for registration of the resolutions of the General Assembly into the Commercial Register.

(2) Proposal to enter the resolution of the General Meeting may be associated with the proposal to write the new amount of capital in the Commercial Register.

§ 509

(1) Exchangeable law applies to the delivery of applications to exchange bonds for shares. Receipt of the replacement is replaced by subscription and redemption of shares. To be issued uncertificated shares, shall be indicated in the application and number of the asset account to which the book-entry shares to be issued, otherwise the application is ineffective.

(2) The priority right shall be exercised by subscribing for shares. The subscription of shares shall apply mutatis mutandis the provisions of this Act on the subscription when a company and emission rate. The subscription of shares on public offer to all holders of the bonds shall apply mutatis mutandis § 476, 480 and 481st

(3) Paragraphs 1 and 2 shall apply mutatis mutandis to exchange or preferred creditor's right of credit or other similar agreements.

§ 510

(1) The Board shall submit a proposal to enter the new amount of capital into the commercial register without undue delay after the application deadline for exchange or preferential rights applied only to the extent or exchange privileges.

(2) After writing the new amount of capital in the Commercial Register of the Company will issue shares to the extent exercised and convertible preferred rights. In exchange bonds for shares shall proceed accordingly under § 503 and 504 and § 537 to 541st

Subsection 4

The capital increase decision of the Board

§ 511

(1) The General Assembly may authorize the Board or the Board, under the conditions stipulated by this law and the increased share capital by subscription of new shares of conditional capital increase from own resources or with the exception of retained earnings of not more than one half the current amount of capital at the time of commission.

(2) Authorization pursuant to paragraph 1 is replaced by the Annual General Meeting to raise capital and identify

a) the nominal value and class of shares to be to increase the share capital issued, their form or statement to be issued as uncertificated securities, and

b) the authority shall decide on the valuation of in-kind contribution on the basis of expert opinion, if the Board is responsible to raise capital.

§ 512

(1) The Board may increase the authorized capital several times, does not exceed the total amount of the increase limit.

(2) Authorization pursuant to § 511 paragraph 1 may be granted for a maximum period of 5 years from the date of the general meeting is decided on the mandate, even repeatedly.

§ 513

The Board shall without undue delay for registration of a resolution to authorize the General Assembly into the Commercial Register.

§ 514

Commission pursuant to § 511 paragraph 1 may also contain statutes. In this case, the decision of the General Assembly does not require a § 511 to 513 shall apply mutatis mutandis.

§ 515

(1) Decision of the Board to increase the share capital shall be certified by a public document and that decision shall be entered in the Commercial Register.

(2) A decision of the Board for registration may be associated with the proposal to write the new amount of capital in the Commercial Register.

(3) The capital increase by the Board, a similar procedure under the provisions of this Act to increase the capital subscription of new shares of conditional capital increase or capital increase from own resources, having regard to the chosen way of capital increase.

Section 3

Reduction of capital

§ 516

General Assembly resolution to reduce capital, including at least

a) the reasons and purpose of the proposed capital reduction,

b) the scope and modalities of the proposed reduction

c) the way will be dealt with by the appropriate reduction

d) the rules of drawing and the drawn amount of payment for shares or method of determining it, reduces to the capital by withdrawing shares from circulation by drawing lots,

e) reduces to the capital to shareholders a proposal, indicate whether the proposal for the gratuitous payment or withdrawal of shares from circulation, and the design consideration for withdrawal of shares from circulation and the amount of payment or the rules for determining

f) have to be due to the reduction of the capital stock of the company submitted, the deadline for their submission.

§ 517

(1) A reduction in share capital must not fall below the amount of capital provided by this Act.

(2) reducing the capital stock shall not impair the collection of the debts.

Protection of creditors

§ 518

(1) Within 30 days after the effective date of the Annual General Meeting to reduce capital to third parties shall notify the Board of Directors decided to reduce the capital known in writing to those creditors whose claims against the Company arising prior to the effective resolution of the General Assembly to reduce the share capital. The announcement is an invitation to creditors register their claims pursuant to paragraph 3

(2) The Board of Directors at least twice the distance tricetidenním publish a general meeting resolution on reduction of share capital after its entry into the Commercial Register, part of the published information is a challenge that creditors register their claims pursuant to paragraph 3

(3) Creditors of paragraph 1, within 90 days of receiving notification of the capital reduction, or within 90 days of the second publication of information under paragraph 2 to require the fulfillment of their claims, which were not at the time of delivery or of the challenges second publication due to adequately secured or satisfied or an agreement on a solution, this does not apply to worsen with the reduction of capital recoverability of claims against the company.

(4) If the creditors and the company to agree on the manner of the claim or if a creditor that has worsened the recoverability of receivables, ensure a good decision on the court with regard to the type and amount of the claim.

§ 519

(1) The Board shall without undue delay for registration of the resolutions of the General Assembly into the Commercial Register.

(2) Proposal to enter the resolution of the General Meeting may be associated with the proposal to write the new amount of capital in the Commercial Register.

§ 520

(1) Before effect of the reduction and the fulfillment of obligations under § 518, or before a court under § 518 can not provide the benefits of shareholders to reduce their capital and for this reason to waive or reduce the unpaid issue price of shares.

(2) The harm caused by violation of paragraph 1 shall correspond to the creditors of the company and the directors, this liability can not relieve.

Ways to reduce capital

§ 521

(1) The mandatory capital reduction will use the shares it holds in the property. In other cases, the capital reduction will use the first of its own shares it holds in the property.

(2) Another procedure can reduce the capital only if sufficient progress under paragraph 1 to the reduction of capital to the extent determined by the general meeting or, if this procedure failed to fulfill the purpose of capital reduction.

(3) The capital reduction using only own shares that are owned by the company shall be exempted from this law on the separation of the type of voting shares.

§ 522

To reduce capital company uses its own shares so that it is destroyed or can be booked akcií person authorized to keep records of their order for their removal.

§ 523

(1) Society, which has no assets in its own shares, or their use under § 521 to the capital reduction is not sufficient, reducing the nominal value of shares, or shares shall take or refrain from issuing shares outstanding.

(2) Shares are taken out of circulation or a lottery on the basis of the public shareholders. Shares may be taken out of circulation for a lottery only if the statutes of this procedure at the time of subscription of the shares allowed. Rules of procedure for the taking of shares determined by the statutes and the General Assembly decision to reduce capital.

(3) If the company issued a piece shares can reduce the capital without withdrawal of shares from circulation.

The reduction of the nominal value of shares or interim certificates

§ 524

The nominal value of shares is reduced in proportion to all shares, unless the purpose of capital reduction waiver of the unpaid issue price of shares.

§ 525

The reduction of the nominal value of shares or interim certificates is done in exchange of shares or interim certificates for the shares or interim certificates with a nominal value or lower indicating a lower nominal value to the existing shares or interim certificates signed by a member or members of the Board.

§ 526

The Board shall invite the manner prescribed by this Act and the articles for a general meeting of shareholders who own shares or interim certificates to be submitted within the time specified by the General Meeting for the purpose of the procedure under § 525th A shareholder who is in arrears with the submission of shares or interim certificates in the specified time limit, does not perform until they are properly associated with the submission of shareholder rights and the Board apply the procedure under § 537 to 541st

Taking shares from circulation by drawing

§ 527

(1) If the company has issued uncertificated shares, shall submit a drawing of lots by the person authorized to keep records of their numbering order and simultaneously apply for listing of these records, which must include the number of shares.

(2) During the period when the shares are numbered, shall suspend the right to dispose of them.

(3) The draw of uncertificated shares shall be made within 10 days from the date on which the command was given to the numbering.

§ 528

(1) The course and results of the lottery winning numbers indicating the shares shall be certified by a public document.

(2) The Board shall notify the results of the draw in this manner provided by law and statutes for convening the meeting.

(3) The notification shall contain at least

a) the winning numbers of shares

b) the period within which the company will reimburse the drawn shares; deadline may prevent effective reduction of share capital and must not be longer than 3 months from the effective reduction of capital, unless the shareholder agreement determines otherwise,

c) the amount of payment for shares be drawn,

d) data identifying the shareholders whose shares have been drawn if the company has issued shares or dematerialized shares, and

e) the period within which they must be drawn to be presented to the company shares.

§ 529

A shareholder who is late in submitting winning shares for a period not exercise until they are properly associated with the submission of shareholder rights and the Board apply the procedure under § 537 to 541st

§ 530

Shareholders for the company buys shares of the drawn their reasonable price consideration, the adequacy of remuneration shall be supported by expert opinion.

§ 531

(1) The Board of Directors, has issued uncertificated shares, the person authorized shall keep their records on the outcome of the draw along with the cancel command numbering nevylosovaných akcií documented public document certifying the results of the draw.

(2) After the effective reduction of capital shall board a person authorized to keep records of securities dematerialized instruction to cancel a winning stock, order shall be accompanied by the certificate of incorporation showing the registration of capital reduction in the Commercial Register.

Taking shares from circulation on the basis of a public contract

§ 532

(1) In the event that the shares are taken out of circulation on the basis of a public contract, the decision of the General Assembly to determine the capital

a) will be reduced to the extent of the nominal value of shares to be withdrawn from circulation, or

b) will be reduced by a fixed amount.

(2) Shares may be taken out of circulation on the basis of the draft contract for consideration by the public and free to the provisions of § 322 paragraph 1 and 2, § 323-325 and § 329 shall apply mutatis mutandis.

§ 533

(1) The purchase price is due within 3 months of the effective reduction in capital. Due date of the purchase price and the deadline for submission of shares shall not precede the effective date of capital reduction.

(2) A shareholder does not exercise effective reduction of capital in shares pursuant to paragraph 1 related to shareholder rights and the Board apply the procedure under § 537 to 541st

§ 534

Without undue delay the effective date of capital reduction shall board a person who keeps records of book-entry securities, uncertificated order to cancel the shares purchased by the company under public contract proposal, the command shall be accompanied by the certificate of incorporation showing the registration of the reduction and the proof of receipt public the draft contract.

§ 535

(1) In the event that reduces the capital according to § 532 paragraph 1 point. a) contains the General Meeting also authorized the Board to submit an application for registration of the share capital in the Commercial Register in the extent to which shareholders will be accepted by public contract proposal.

(2) In the event that the sum of selected nominal values ??of shares in circulation in accordance with § 532 paragraph 1 point. b) reaches the set amount of capital reduction, the general meeting may decide to reduce the share capital according to § 532 paragraph 1 point. a), or otherwise provided by this Act.

§ 536

The abandonment of the issue of shares

(1) The General Meeting may decide to reduce capital by avoiding the issue of shares to the extent to which underwriters are in default in repayment of the nominal value of shares, unless the company prodlevšího shareholders of the company eliminated.

(2) Issued by the company in the interim certificates outstanding shares, will issue the waiver of outstanding shares so that the Board invite the shareholder who is in default in repayment of issue price or part thereof, within a period specified by the General Assembly gave the provisional certificate with the that the company issued shares to the interim certificates in lieu thereof, and subscribers to return without undue delay after the effective reduction of share capital not paid up issue price of the offsetting of claims against the underwriters.

(3) A shareholder who is in default of submission of interim certificate in the specified time limit, does not perform up to the time of presentation associated with shareholder rights and the Board apply the procedure under § 537 to 541st

Procedure for leaks or abandonment akcií

§ 537

In case of default of the shareholders with the submission akcií spolecností downloaded from circulation in order to exchange, indicate the new nominal value or destroying or taking over new shares in the capital increase shareholder asks board manner prescribed by this Act and the articles for a general meeting to do so within a reasonable time limit which designates them with a warning that otherwise they will not presented akcie declared invalid or that the shares will be sold uncollected.

§ 538

Shares have not been through the challenge handed over an additional period, the Board declared invalid, the Board of Directors declaration without undue delay notify the manner prescribed by this Act and the articles for a general meeting of shareholders, whose shares are void concerned (hereinafter referred to as "the person"), while publish it.

§ 539

(1) New shares to be issued to actions declared void, or shares that have not been an increase in capital in accordance with § 500 shareholders taken even within an appropriate time to sell the Board without undue delay by a trader in securities on behalf of the person concerned on a European regulated market, otherwise it will be sold at public auction.

(2) Location, time and subject of the auction shall be published within the Board at least 15 days before the meeting, if the value of the auctioned akcií lower than CZK 100 000, within 30 days before the meeting, if the value is higher and at the same time send a report on the planned public sale of the person concerned, if the board is unknown.

(3) The proceeds from the sale of set-off by the company for the person incurred in connection with the declaration of its shares to be invalid, or in connection with the sale of shares, the company paid without undue delay to the person concerned.

§ 540

(1) In the event that the shares have downloaded from the circulation to be issued new shares is not invalid statement of shares for the prejudice to the right person to pay for their purchase price or a refund of the paid issue price or part thereof.

(2) A company may claim against the person concerned to pay or refund the purchase price or issue price of set-off claims that for this person incurred in connection with the declaration of its shares to be invalid.

(3) The company pays the difference to the person concerned without undue delay after the counting, or after the declaration of shares or interim certificates invalid.

§ 541

Spolecnost returned shares or interim certificates destroyed without undue delay after the effective reduction in capital.

§ 542

The Company may at the discretion of the General Assembly to invite shareholders to submit within the period specified shares at the exchange or the designation of new information to share, there is a change in the data yet for the shares listed. The provisions of § 537 to 541 shall apply mutatis mutandis.

§ 543

(1) A shareholder may request the company to exchange shares, is damaged so that some data on it that are not legible, and the authenticity of that share is not in doubt.

(2) A share exchange without undue delay after its submission. Undone action will destroy the company and the new shares shall state that it is a duplicate of damaged shares.

The simplified capital reduction

§ 544

(1) The provisions of this section on the protection of creditors, shall not apply if the company

a) reduces the capital to cover losses, or

b) reduces the capital in order to transfer to the reserve fund and payment of future losses and the amount transferred does not exceed 10% of the reduced share capital.

(2) Meeting the conditions under paragraph 1 shall demonstrate spolecnost Registry Court for making the application for registration of a reduction of capital in the Commercial Register. In this case, the written resolution of the General Assembly to reduce capital, along with writing the new amount of capital.

(3) Reserve Fund to the extent established pursuant to paragraph 1. b) may only be used to offset losses of the company or to increase its capital. The special reserve fund to own shares shall be disregarded.

§ 545

(1) In the context of capital reduction under § 544 can not provide any performance to shareholders.

(2) Compliance granted in contravention of paragraph 1, the shareholder. To meet this obligation, the directors liable jointly and severally.

Simultaneous reduction and increase in share capital

§ 546

The General Meeting may decide to increase and the concomitant reduction in capital only if the reduced share capital subject to the conditions set out in § 536 or § 540 paragraph 1

§ 547

When acting pursuant to § 546 a company can begin raising capital after the capital reduction will be effective.

§ 548

(1) In the event that the purpose of capital reduction adjustment of the nominal value of existing shares traded on a regulated European market, their price on a European regulated market in connection with capital increases through subscription of new shares and the conditions under § 544, the General Meeting may also decide and a concomitant reduction in the capital increase to the provisions of § 546 and 547 shall not apply.

(2) The decision of the concomitant reduction in capital and increase the general meeting may determine the extent of capital reduction by the method of calculating the amount of reduction depending on the emission rate of new shares to be determined later, and also authorize the Board to reduce the basic amount capital and the corresponding new nominal value of existing shares to shareholders promptly reported the manner provided by law and the convening of the meeting.

Part 7

Disposal of joint stock companies

§ 549

(1) Right to share in the liquidation are transferable separately from the day when the company went into liquidation, unless otherwise determined by the statutes.

(2) In the event that the remaining assets are not sufficient to cover the nominal value of shares divided into the portion attributable to owners of preferred shares and the portion attributable to owners of other shares in the range specified by the statutes, if more classes of shares, the benefit relates to the liquidation balance , divided the remaining assets and the portion attributable to owners of these shares.

(3) Parts of the liquidation balance is divided among shareholders in proportion to their paid-up nominal value of shares.

§ 550

(1) The right to repayment upon liquidation occurs surrender shares to the challenge of a liquidator.

(2) In the event that shares the shareholder fails to return the call of the liquidator, the liquidator shall apply mutatis mutandis the procedure under § 537, 538 and 540th

(3) Count shares liquidator immediately destroyed.

§ 551

In the case of uncertificated shares issue arises authorized person entitled to repayment upon liquidation to the date of cancellation of shares in dematerialized securities by order of the liquidator.

Czech Republic Companies Act Czech Republic Companies Act Czech Republic Companies Act
Ask System Day
only required if you wish us to call you back