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Company name and registration of a limited liability company in the commercial register
Krulichová, Michaela ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Company name and registration of a limited liability company in the Commercial Register Abstract This thesis deals with the topic of "company name". It clarifies it's legal basis, formation and the conflict between a company name and a trademark according to Czech law. It consists of three parts which are further structured into three to four chapters. In the first part theoretical foundations of the legal concept "company name" i.e. its legal definition, formation, disposition, and protection are laid down. The second part deals with the procedures for registration of a limited liability company in the light of the current European law developments. Notable amendments have been introduced in the process of registering a limited liability company through a notary. The third part is devoted to the conflict between a company name and a trademark. It provides an impetus for considerations de Lege Ferenda. The apprehension of the legal basis of the subject matter enables to get to the basis of the topic. Emphasis is placed on clarifying controversial issues. The thesis deals with the specific issues of the nature of the rights to the "company name", transfer of property rights to the "company name", the degree of compliance with the requirements of European law, simultaneous exercise of trademark rights and...
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Public procurement
Káňová, Marcela ; Zahradníčková, Marie (referee)
Public Procurement This dissertation focuses on certain aspects and institutes of the Czech Public Procurement Act (No. 134/2016 Sb.) adopted in 2016. These aspects and institutes represent manifestation of one of the most important conceptual changes brought by the Act compared to the previous legislation - strengthening of the principle of the autonomy of the contracting authority during the procurement procedure. The autonomy of will of the contracting authority, which is strengthened in the Act at the cost of greater responsibility of the contracting authority, is the most evident in the form of an institute aimed at eliminating almost any deficiencies in tenderers' bids (see Section 46 of the Act), but it has its limits. Furthermore, the grounds for the exclusion of tenderers (see Section 48 of the Act) are mostly defined as an option and not as an obligation of the contracting authority. At the same time, the new legislation also introduces completely new grounds for the exclusion - the so-called unsuitability of the tenderer, which may be based, inter alia, on the reasonable suspicion of the contracting authority that the tenderer is participating in a prohibited anti-competitive agreement. These new elements of the autonomy of the contracting authority naturally bring their own problems,...
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The Legal Status of a Member of the Statutory Body of a Dependant Joint Stock Company
Štaňko, Silvie ; Zahradníčková, Marie (referee)
(EN) The dissertation deals with the issue of the legal status of a member of the statutory body of a joint stock company in a situation when the influence of the concern's controlling entity interferes with his/her powers. Attention is paid in particular to the definition of the boundaries of due care and to the binding nature of the concern's guidelines and instructions. In preparing the dissertation, general methods of scientific work, such as deduction, analysis, synthesis and the descriptive method, were used. In addition, specific formal legal methods were employed, namely grammatical interpretation, logical interpretation and systematic interpretation (considering the context and place of the provisions from the point of view of the legal regulation, the system of private law, as well as from the point of view of the entire Czech legal system). As supporting methods, historical interpretation (the rules prior to the recodification of private law) and teleological interpretation (reasoning that uses the meaning of corporate law) were applied. Furthermore, the comparative method was used to a considerable extent in the preparation of the dissertation. This involves both a comparison with selected foreign rules (German, British and French) and a comparison with rules at the Community level. The...
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Formation of limited liability company: the current regulation and EU prospects
Pechač, Patrik ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
63 Abstract The aim of this master's thesis is to describe and analyse the foundation and incorporation process of limited liability company according to the Czech law as well as to describe and analyse the directive (EU) 2019/1151 of the European Parliament and of the Council amending the directive (EU) 2017/1132 of the European Parliament and of the Council. The thesis is divided into 3 chapters. Chapter one is a brief summary of the characteristic features constituting limited liability company that distinguish it from other forms of business companies. Those features are limited liability of shareholders, necessity to create share capital, flexible legal regulation and the nature of the company leaning toward smaller involvement of shareholders in the company management. Chapter two deals with the foundation and incorporation of limited liability company according to the Czech law. The first part of this chapter deals with the articles of Association from a general point of view. It deals with the elements of the articles of Association, with the focus on mandatory elements. The second part of this chapter discusses the pre-incorporation contracts. The third part of this chapter deals with the obtaining of a business licence, especially the regulated trade licence. The fourth part of the second chapter...
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Public Procurement
Káňová, Marcela ; Štenglová, Ivanka (advisor) ; Liška, Petr (referee) ; Zahradníčková, Marie (referee)
Public Procurement This dissertation focuses on certain aspects and institutes of the Czech Public Procurement Act (No. 134/2016 Sb.) adopted in 2016. These aspects and institutes represent manifestation of one of the most important conceptual changes brought by the Act compared to the previous legislation - strengthening of the principle of the autonomy of the contracting authority during the procurement procedure. The autonomy of will of the contracting authority, which is strengthened in the Act at the cost of greater responsibility of the contracting authority, is the most evident in the form of an institute aimed at eliminating almost any deficiencies in tenderers' bids (see Section 46 of the Act), but it has its limits. Furthermore, the grounds for the exclusion of tenderers (see Section 48 of the Act) are mostly defined as an option and not as an obligation of the contracting authority. At the same time, the new legislation also introduces completely new grounds for the exclusion - the so-called unsuitability of the tenderer, which may be based, inter alia, on the reasonable suspicion of the contracting authority that the tenderer is participating in a prohibited anti-competitive agreement. These new elements of the autonomy of the contracting authority naturally bring their own problems,...
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Types of shares in limited liability company
Srbová, Kateřina ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Types of shares in limited liability company Abstract Prevailing non-mandatory rules in the Business Corporations Act give considerable possibilities to the party autonomy of its addressees, so they can agree on their own regulation of rights and duties for certain matters, if the law allows it. Types of shares in limited liability company are one of those matters, which is also the topic this diploma thesis deals with. In accordance with the Business Corporations Act, memorandum of association can admit formation of different types of shares in the limited liability company. However, this act does not specify in more detail which types of shares can be or can not be in limited liability company created or what the limits of its formation even are. The main aim of this diploma thesis is to determine those limits and also rights and duties connected to the share that are possible to be modified or excluded and whose modification can create individual different types of shares in limited liability company. This diploma thesis consists of three main chapters which are further divided into subchapters. The first chapter is devoted to the share in limited liability company as a general legal term, its content and its delimitation as a subject of legal relationships. The second chapter is aimed at the limits...
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Board of directors as the statutory body of a bank
Rumlová, Alena ; Zahradníčková, Marie (referee)
BOARD OF DIRECTORS AS THE STATUTORY BODY OF A BANK Abstract This thesis focuses on the board of directors as the statutory body of a bank, and provides a comprehensive view on the Czech, EU and selected foreign legal regulation of this area, with an emphasis on the specifics of the legal regulation of a bank's board of directors and the legal requirements imposed on its members, in comparison with the legal regulation of the boards of directors of other, "regular" Czech joint stock companies, i.e. joint stock companies not subjected to banking regulation and supervision of the Czech National Bank. The first chapter contains an overview of the relevant legal regulations and other sources - its aim is to provide an overview of the sources referred to herein together with a brief analysis of the binding nature of selected sources so that the reader gets an opportunity to better orientate themselves in the complicated area of banking regulation. The second chapter deals with the internal organisation of a bank as a joint stock company and other relating requirements imposed by the regulator on banks as so- called special business corporations, with an emphasis on the specific requirements in relation to the board of directors. In the third chapter, the focus shifts on the board of directors as a bank's...
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Bonds and their types
Polach, Jaromír ; Zahradníčková, Marie (advisor) ; Elek, Štefan (referee)
Bonds are a type of debt securities, which are regulated by the Act on Bonds (the Act No. 190/2004 Coll., as amended). In the Czech Republic, bonds are used to finance especially the government is especially financed through bond issuing. Despite bonds are not widespread across private companies or territorial self-governing units at the moment, in the future they might play a bigger role and become a competitor to the traditional ways of financing (e.g. bank loans) thanks to their advantages. The purpose of this master's thesis is to introduce the legal regulation of bonds, to distinguish bonds from different ways of financing, including description of their advantages and disadvantages, to analyze particular requirements of bonds, to describe the process of bonds issuing and finally to divide bonds into categories according to various standpoints. The thesis is composed of five chapters. The first chapter focuses on the formal sources of Czech and European bond law and on the concept of a bond, including its characteristic features. The second chapter concerns with the comparison of bonds to other ways of financing. For purposes of this thesis a company was chosen as a role issuer for the comparison. This chapter also introduces the advantages and disadvantages of bonds in relation to theirs...
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The name of a company, the concept of its legal regulation and protection
Hegerová, Kristína ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Resumé The aim of my thesis, as anticipated in the introduction, was to introduce to the reader the topic of company-name law with all its key institutes headed by the company name as such. In the process of executing the thesis I worked with older, as well as current literature, legislation and judicature while simultaneously using internet sources. I have made effort to provide a complex view of company name and the legal regulation related thereto, including the regulation on international and foreign (Slovak) level. Therefore, having carried out a general discourse on the concept and meaning of company name, I introduced the thesis with a brief historical excursion into the development of this insitute in the area of the Czech Republic which, as I believe, has provided at least an elementary base for understanding the current progress trends, as well as the current regulation in this field. This was followed by a part focused on the current Czech regulation, in which I closely adressed myself to the principles of company-name law and consequently to the particular means of protecting the company name which where, at the same time, the focal point of my studies of this matter. As I believe, that also in this field it is impossible to default the importance of the international regulation, I made an...
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The Board of Directors in a joint-stock company and the position of its members
Bukovská, Kateřina ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
BOARD OF DIRECTORS OF THE JOINT-STOCK COMPANY AND STATUS OF ITS MEMBERS The goal of my study is to analyse the joint-stock company, in particular the board of directors and their main duties and responsibilities. The reason for my research is my interest in company law and engaging topics related to the joint-stock company I have questioned while studying the matter. The thesis is composed of six chapters, each of them dealing with different aspects of a board of directors of joint-stock company. Chapter One is introductory and defines theoretical grounds. The chapter is subdivided into two parts. The first part outlines basic terminology used in the paper and explains the organisational structure of a joint-stock company. The second part deals with statutory models of a joint-stock company. Chapter Two describes the historical evolution of the joint-stock company. Primarily, it explains the predecessors of the joint-stock company followed by origins and development of current legal forms of joint-stock companies. Chapter Three is subdivided into three parts and focuses on legal aspects of dualistic and monistic model of governance. Part One examines the dualistic type, part Two the monistic and the last part reviews European Company. Chapter Four illustrates problems resulting from competency of...
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