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Formation, incorporation and invalidity of a business company
Jechová, Eva ; Horáček, Tomáš (advisor) ; Eichlerová, Kateřina (referee)
The main purpose of my thesis is to analyse and clarify the process of foundation, incorporation and invalidity of the business company. A business company may be defined as a private association of persons established under an agreement, whose purpose is to undertake business. Members contribute their own money to the business and divide among themselves the profits attained. Regulation of all types of business company is contained in Part II of the Commercial Code. Our Commercial Code provides six types of the business company: Unlimited liability company, limited partnership company, limited liability company, joint-stock company, European public limited company and finally European economic interest grouping. It is necessary to be careful with the translation of the concrete types of the company, because this is only approximate translation of the terms, because of the distinct legal institutions in each legal system. The thesis is composed of seven chapters, each of them dealing with different aspects of the above mentioned process of foundation, incorporation and invalidity of the business company. Chapter One is introductory and defines basic terminology used in the thesis. The chapter is subdivided into three subchapters. The subchapter one deals with the concept of the legal person in general. The...
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Legal regulation of book-keeping of entrepreneurs
Puklová, Alena ; Zahradníčková, Marie (advisor) ; Horáček, Tomáš (referee)
Původní idea právní úpravy účetnictví směřovala především ke sjednocení účetních postupů využívaných účetními jednotkami za účelem dosažení maximální efektivnosti při účtování, pravdivého zobrazení skutečností a srovnatelnosti. Později začaly být účetní předpisy využívány panovníky s cílem získat přehled o možných zdrojích pro příjmy státní pokladny. Vývoj účetních postupů a následně právních předpisů upravujících účetnictví probíhal po staletí na jednotlivých kontinentech i ve státních útvarech na nich se nacházejících relativně odděleně. Vyvinuly se tak svébytné účetní systémy, vystavěné na různých ideových základech. Tento stav se stal problematickým zejména ve 20. století, kdy spolu se vznikem nadnárodních koncernů bylo nutno získávat od účastníků údaje umožňující mezinárodní srovnání. Vznikla potřeba stanovit jednotný účetní systém použitelný celosvětově. Vývoj jednoznačně směřuje k prosazení Mezinárodních účetních standardů IAS/IFRS pro použitelnost v celosvětovém měřítku. V současné době jsou již účetní jednotky z téměř všech vyspělých zemí severní polokoule, jejichž emitované cenné papíry jsou obchodovány na veřejných trzích, povinny sestavovat své účetní závěrky v souladu s IAS/IFRS. Současně však tyto účetní jednotky mnohdy podléhají i národním účetním předpisů platným v místě svého sídla. Jsou...
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Public tender
Balihar, Pavel ; Horáček, Tomáš (referee) ; Plíva, Stanislav (advisor)
65 Veřejná obchodní soutěž Public tender Summary The purpose of my thesis is to analyse public tender, which represents the best way how the potential contractor could conclude to an optimal agreement. The reason why I choose this particular topic is my aim to increase the knowledge about public tender because its usage in business transaction is very rare. My thesis focuses on its law adjustment in Commercial Code. However, the Code devotes its law adjustment relatively few provisions (Sections 281 - 288), public tender is the complicated institute of the law and therefore it is necessary to analyse it closer. The thesis does not set up the goal to find new ideas, but rather critically reviewed the regulation and the legal position of public tender in the Czech law order. The thesis is composed of three chapters; each of them deals with different aspects of public tender. Chapter one deals with trade agreements, because public tender is the specific form of agreement formation. This chapter mentions the distinction between the adjustment in Commercial and Civil Code. Chapter Two examines public tender. It focuses on each relevant part, in which public tender appears. It contains individual statutory provisions about public tender. As well, it deals with the basic problems which public tender may cause. The...
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An agreement to enter into a contract under the Commercial Code
Korman, Pavel ; Horáček, Tomáš (referee) ; Patěk, Daniel (advisor)
AGREEMENT ON FUTURE AGREEMENT ACCORDING TO PROVISIONS OF CZECH COMMERCIAL CODE The aim of this thesis was to describe the current statutory provisions relating to an agreement on future agreement according to the Act. No. 513/1991 Coll., the Commercial Code of the Czech Republic, as amended, to distinguish its provisions in comparison with the provisions on agreement on future agreement according to Act no. 40/1964 Coll., the Civil Code, as amended, and to point to certain areas of legislation which are not sufficiently clear and to provide suggestions for dealing with them. The method used was description with the use of available specialist literature and case law (bearing in mind case law is not a source of law in the Czech Republic per se, and form only a supportive role), and in cases where legislation and case law could not provide a sufficient answer, author gave his own opinion on the given matter with his reasoning for it. The agreement on future agreement according to provisions of Czech Commercial Code must, in order to be valid, be made in writing, contain obligation of at least one party to conclude future agreement that must be described at least generally. The obligation to conclude future agreement expires, besides general ways of expiration, also by frustration, i.e. by such a change of...
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Institutions inviting public tenders
Kulhánková, Kamila ; Liška, Petr (referee) ; Horáček, Tomáš (advisor)
RESUMÉ CONTRACTING ENTITY OF PUBLIC CONTRACT The aim of this thesis is to describe and represent the current legal regulation of contracting entity of public contract, as well as to highlight some of the key judgments of the ECJ and decisions and opinions of the Office for the Protection of Competition in relation to the contracting entity of public contract. In this thesis, I have tried to focus on the general definition of a contracting entity of public contract and the descriptions of different types of contracting entity of public contract - a contracting authority, a subsidized contracting entity, as well as a sector entity. Undoubtedly an interesting area, which is also the subject of this thesis, is the centralized procurement. Regarding the fact that this institution is not very widespread in the Czech Republic, I have joined the description of a central public procurement in selected European countries to this chapter. The conclusion of this thesis is devoted to a brief outline of the current amendment to Act No. 137/2006 Coll., on Public Contracts, as amended, which is currently at the beginning of the legislative process. In this final chapter, I have also joined some of my thoughts to the legal aspects in relation to the contracting entity of public contract. Personally, I believe that the...
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Cross-border mergers of capital companies
Schýbal, Jan ; Čech, Petr (advisor) ; Horáček, Tomáš (referee)
57 Cross-border mergers of limited-liability companies Summary This thesis focuses on legal aspects of cross border mergers within the European Community, especially, the question of involvement of employees in a succession com- pany. It was the clue question which solution was a premise for removing the lack of progress that took for twenty five years. That time The European Commission was looking for a compromise that could help to resolve those different systems of participa- tion in company bodies in Member States of the European Union. It was trying to reach a balance in involvement of workers' representatives in the decision-makinng process within undertakings for the needs of the European Company. So, the long-lasting block of the progress led the European Commissioners to a decision of setting up a group of experts under the chairmanship of Etienne Davignon that should have come to suggest a solution which met everybody's concerns. The Group of Experts finally came up to ex- pectations and its final report became a basis of Directive 2001/86/ European Council (hereinafter ″The Directive″) that has been added to the European Company Statute. The Directive has been a substantial part of the Directive 2005/56/ European Council draft (hereinafter ″The 10th Directive″) because The 10th Directive in 16 th...
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A current account contract
Drašnerová, Lucia ; Horáček, Tomáš (referee) ; Liška, Petr (advisor)
56 Resumé - A Current Account Contract Opening a bank account is nowadays a part of everyday life. A current account is a deposit account held at a bank or other financial institution in order to provide for its holder a secure and quick access to deposited funds on demand and to carry out operations with the monetary funds on the account. The main purpose of a current account is therefore to enable its owner to use their money in a clearing. There are various types of bank accounts offered by the banks to suit all their customers' different needs (e.g. personal, bussiness, student, children accounts etc.). To open an current account, the law requires a written agreement where both contracting parties - a bank and an account holder (owner) - have to be properly identified (hence opening an annonymous account is de facto forbidden by law). In practise, though, banks sometimes require a minimum deposit too. An account holder may be an individual or an entity. One current account may be opened for more that one person (owner). If the account is established for two or more persons, each of them has the status of an account holder. Therefore co-owners dispose with the account jointly and their shares in the balance of monetary funds in the account shall be equal, unless the contract (or a court) stipulates...
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Legal regulation of accounting of entrepreneurs
Martínková, Romana ; Zahradníčková, Marie (advisor) ; Horáček, Tomáš (referee)
66 The thesis is "Legal regulations of accounting" Summary The purpose of my thesis is to analyse the legal regulations of accounting for entrepreneurs. The reason for my research is to know about the regulations of accounting, to compare the accounting regulations of Czech and foreign legal entity, to better understand the rules for an harmonization of accounting legislation and to discover the regulations of auditing. The thesis is composed of five chapters, each of them dealing with different aspects of legal accounting regulations and various topics. First Chapter contains main information about the history of accounting. Chapter Two is introductory and defines the basic terminology used in the thesis and the main legal definitions for accounting. The chapter is subdivided into six parts. Part One describes what an accounting entity is and explains what legal entity should provide accounting in accordance with the legal regulation. Part Two deals with the main goal of accounting. Part Three treats of bookkeeping. In the fourth part the attention is paid to the fiscal period for legal entity. Part Five recommends the registration obligations for the financial statements. Part Six concentrates on problems resulting from the variation of the obligations for Czech and foreign legal entities for bookkeeping....
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Members of individual types of business company
Procházka, Pavel ; Horáček, Tomáš (advisor) ; Eichlerová, Kateřina (referee)
95 12. 3 RESUMÉ Members of Several Forms of Business Companies. This paper aims to find the difference between the status of the members of the several forms of Czech business companies. This paper is about rights and obligations of the members of Czech business companies which are an unlimited partnership (a general commercial partnership), a limited partnership, a limited liability company and joint stock company. This paper is also about rights and obligations of the members of business companies which are supranational and governed by the law of European communities. These European supranational forms are European economic interest grouping and European company (SE). In the beginning I give a brief overview of the general rights and obligations arising from the membership of natural or corporate entities of business companies. The rights and obligations of the members of business companies depending on whether nature of the business company is so called personal or capital. The nature of the unlimited partnership, particularly the limited partnership and the European economic interest grouping is personal. The nature of the limited liability company, the joint stock company and European company (SE) is capital. I try to explain the differences among above mentioned two groups of business companies The...
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