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Dissolution of a business company with special regard to the dissolution with liquidation of property agreed upon by company members
Stiborová, Eva ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
71 Název diplomové práce v anglickém jazyce / Title in English: Liquidation of a company with the intention of voluntary liquidation. Resumé v anglickém jazyce / Résumé in English: Liquidation of a company is important condition for its dissolution. Liquidation occurs on the basis of legal facts, which are listed in the law. Czech law allows the company to liquidate company through two modalities of liquidation: with the liquidation and without liquidation. Without going into liquidation, the company is terminated, if transferred its assets to its legal successor, in other cases liquidation of assets is required. The bankruptcy is not involved into manners of liquidation. It is the legal fact, on which company has to be liquidate - the company is liquidated by termination of bankruptcy because of bankruptcy plan was to be realized or by termination of bankruptcy because of total insufficiency of debtors' property. The liquidation is a settlement of property relations. Liquidation is carried out by liquidator, the body of company sui generis. The liquidator shall be appointed by the one who decided on the liquidation. In the case of a voluntary liquidation, the liquidator shall be appointed by the company, in the case of involuntary liquidation (winding-up) liquidator is appointed by the court. The court...
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Contribution to registered capital of limited liability company
Řeháková, Renata ; Patěk, Daniel (advisor) ; Zahradníčková, Marie (referee)
Summary: The theme of this thesis, I chose to follow in my dissertation, in which I dealth with general rights and duties of members of limited liability company. One of the main duties of members in this type of company is to provide the contribution to the registered capital of the company. During the studying this issue my attention has been caught by a relatively visible and discussed change of the minimal contribution to the registered capital, which is included in a new Commercial Code. This change relates to discussions about the capital of limited liability company and a diversion from its guarantee function. New Commercial Code preserves and let me say than even more supports the nature of a limited liability company, how it is considered by legislators, as a form of the company which has the minimum of regulations and is formed when the undertaking due to trade Act is not sufficient. It's cheap and simple foundation should help the company to succeed in the competitions of law regulations. Although otherwise the Czech legislators tries to deliberate the prudent implementation of European law, the reduction of the contribution obligation and a diversion from the protective function of the registered capital of limited liability company is in line with modern tendencies in other European...
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Business name, the conception of legal regulation and protection
Sommer, Vladimír ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The diploma thesis attempts to provide an overview of legal regulation in field of trade name and its protection. It focuses especially on relatively complex issues connected with legal nature of the trade name as a subject-matter of legal relationship and nature of entrepreneur's right to it. Only little attention is paid to these problems in scientific literature and the conclusions are not unanimous. That is the reason why I chose this topic for my research. The present text is divided into five parts, namely introduction, three chapters and conclusion. The introduction highlights goals of the thesis, it's structure and research methods that will be used in order to reach the defined ends. Chapter One deals with history of the trade name since the second half of the 19th century until the recent regulation came into effect in 2001. The main purpose of this part is to familiarize the reader with inspiring pre-World War II era regulation. Chapter Two describes contemporary legal regulation of trade name contained in the Czech commercial code. The chapter consists of six subchapters, each of which examines different issues related to trade name. The first subchapter attempts to define essential traits of the trade name as a legal concept and to find borders between the trade name and other similar...
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The Registered Capital and Contributions by the Company Members at the Stage of Forming and Incorporating a Capital (Limited) Company
Adámková, Veronika ; Patěk, Daniel (advisor) ; Zahradníčková, Marie (referee)
The registered capital and contributions by the company members at the stage of forming and incorporating a capital company In my thesis I deal with the issues of the registered capital and company members' contributions at the stage of forming and incorporating a capital company. The subject is compared with European and German legislation and the proposal of the new civil code and the legislation of the trading companies and cooperatives is also considered in connection with the ongoing re-codification of the private law. According to the title of the thesis the subject is limited to the stage of forming and incorporating the company. Therefore the terms of the increase and decrease of the registered capital are not included in the thesis. At first I deal with the explanation of the term of trading companies and their division into personal and capital companies. This part contains an interesting comparison of legislation concerning partnership limited by shares in the Federal Republic of Germany, not being included in the Czech legislation. According to my opinion the re-establishment of such limited partnership would be practically positive because of the possibility of the stock brokerage. This would lead to the higher number of companies, which can be established according to the Czech...
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Self-Dealing within a Joint-Stock Company and a Limited Liability Company
Pástor, Martin ; Patěk, Daniel (advisor) ; Zahradníčková, Marie (referee)
Self-Dealing within a Joint-Stock Company and a Limited Liability Company Martin Pástor The main aim of this thesis is to analyze the regulation of self-dealing in Czech law with a brief regard to theoretical fundamentals that influence the legal approach to such regulation and further to compare it with Slovak regulation of self-dealing and the future regulation of self-dealing after the recodification of private law in the Czech Republic. The regulation of self-dealing is provided for in section 196a of the Commercial Code. This highly controversial provision causes many interpretation difficulties and strongly influences the legal certainty of entrepreneurs and non- entrepreneurs in the Czech Republic. As I mention in the introduction of this thesis, the legislator incorporated this provision into the Commercial Code due to negative experience of Czech society with so-called tunneling after the change of regime to capitalistic and with an intent to regulate transactions with conflicts of interests, in particular transactions carried out between a corporation and related persons. The second chapter briefly describes the agency problems, meaning the conflicts arising among particular persons involved in a corporation, problems of which are the theoretical foundation of self-dealing regulations....
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Legal regulations of liquidation of a business corporation
Lehocký, Martin ; Zahradníčková, Marie (advisor) ; Štenglová, Ivanka (referee)
The goal of this master's thesis is, as the title suggests, to map out the legal regulations of liquidation process of business corporations. There are of course loads of similar thesis and monographies on the similiar topic, but after the recodification of the civil law that became effective from the 1st January 2014 the need for description of this topic is coming back again. This master's thesis desribes the legislation after the mentioned recodification of the civil law. Its goal is not to become a guide for the whole procedure of the liquidation process of business corporation. The thesis is written chronologicaly according to the procedure of liquidation mostly in its content and structure. Main goal of this thesis is to higlight the main problems and difficulties, that the persosn participating in the process of liquiadtion can face. With recodifiaction comes also the issue of judiciary, that is created by activity of courts, but the courts need longer time period to create the judiciary. In the time that this master's thesis was written (approximately two years after the new legislation became effective) the courts couldn't react in greater range on this crucial legislation change. With this issue also comes a question if the old judiciary can be used for the new legislation. In this thesis...
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The Duty of Loyalty of a Member of a Business Company
Polena, Stanislav ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The duty of loyalty of a member of a business company This thesis deals with the topic closely connected with the field of corporate governance which is a part of corporate law. According to the American legal theory is duty of loyalty one of the fiduciary duties. The traditional classification of fiduciary duties is based on dualism - duty of loyalty and duty of care. But this concept is changing over time mainly due to case law. There is no settled opinion on the basic question how many fiduciary duties there are. Current opinion of the respected authority in this field - Delaware' Supreme Court is based on dualism of fiduciary duties, but not in the traditional meaning. The duty of loyalty includes according to the opinion of the judges not only conflicts of interests and self-dealing situations, but breach of good faith as well. On the other hand the traditional point of view was settled on two fiduciary duties - loyalty and care as well. Duty of loyalty was connected with conflicts of interest situations between principal and agent, when the personal financial interest of the agent was present. Duty of loyalty protected the legal position of the principal when agent managed entrusted property. The duty of care was connected with the interest of the principal and due performance of the agent with the...
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