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Liquidation of limited liability company in the light of recodification of private law
Stehlík, Ondřej ; Zahradníčková, Marie (referee) ; Horáček, Vít (referee)
. The topic of this work is a liquidation of a limited liability company as by law described process of non-judicial settlement of property relations of company managed by a liquidator. At the end of this process of liquidation a limited liability company cease to exist as legal entity and a remaining assets of that company is usually redistributed between associates of company. This work tries to analyse current legal rules dealing with a dissolution and liquidation of limited liability company, compare them with previous legal rules contained in abolished commercial code and tries to critically describe them in all possible ways, how to solve potential problems that may occur during this process. The whole work is complemented with related judicature with effort to assess its future usability in connection with recodification of private law. In places where I have identified the need to make changes or I considered the current regulation inadequate, inaccurate or admitting multiple interpretation I also proposed my own law adjustments de lege ferenda. Author tries to use modern academic methods in order to create a work, which may contribute to development of Czech legal environment. To achieve this goal I have tried to apply arguments of formal logic and other types of legal argumentation....
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Protection of creditors in the process of liquidation of a company
Moc, Jakub ; Josková, Lucie (advisor) ; Čech, Petr (referee)
in English The thesis deals with the protection of creditors during the liquidation of a company, under the new legislation, effective since 1st January 2014. Although the previous legislation was considered accurate and to a large extent has been adopted in the current regulation, there are some differences to the benefit and detriment of creditor protection, which I highlight in each chapter. The aim of my thesis is to analyze the most important elements of protecting creditors in the liquidation process and after its completion, gradually from the general, to those that provide protection to the creditors of the specific claims, such protection evaluate and highlight possible problems that can endanger the satisfaction of creditor or make it completely impossible. Outside the introduction and conclusion, this thesis consists of three logically consecutive chapters, viewed from the perspective of the protection of creditors. The initial chapter has essentially definitional character needed to determine the scope of my work and therefore is as brief as possible. The first chapter deals with the term creditor, as a concept, defining the group of persons, on whose protection I am focused in my thesis and with the concept of liquidation process as a term for the cancellation of a company without...
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Dissolution of a limited company with liquidation; the assignment of rights and enforceability of obligations
Bartoš, Daniel ; Horáček, Vít (advisor) ; Josková, Lucie (referee)
1 Dissolution of a limited company with liquidation; the assignment of rights and enforceability of obligations Abstract The diploma is concerned about the issue of the enforceability of commitments and the cessions of rights, especially with regard to the shortening of creditors' rights in the event of winding up a corporation, during a liquidation or insolvency process. The diploma does not attempt to analyze in detail the process of liquidation or eventually the process of insolvency, but chooses the specific problems and procedures that are applied to meet the needs of a shareholder corporate model, which means to enrich the ownership structure to the maximal potential extent, including in this procedure the influential and controlling persons who in some way manage to influence decision-making process in the corporation at the expense of creditors. The introductory chapter gives a general description of the liquidation process, including regulations which apply to it. The comparison of foreign legislation, mainly focusing on the law applied in the United Kingdom from which the Czech legislation was also inspired by, is important with regard to legal proceedings of subjects acting on behalf the corporation, especially in case of a liquidator acting in the process of liquidation, furthermore it is...
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Legal regulations of liquidation of a company
Sadílek, Jan ; Zahradníčková, Marie (advisor) ; Josková, Lucie (referee)
Diploma thesis: Legal regulations of liquidation of a company Diploma candidate: Ing. Jan Sadílek Supervisor: JUDr. Marie Zahradníčková, CSc. Date: 22. 3. 2015 Abstrakt This thesis deals with the legal regulation of liquidation of a company in the context of the new legislation, which is effective from 1st January 2014. The previous legal regulation of liquidation was considered successful and was largely taken. The aim of this thesis is to describe the process of liquidation in the new legislation, subsequently find differences in both regulations and explain them, and finally remove interpretative ambiguities. The thesis consists, besides introduction and conclusion, of the five chapters. The first chapter deals with the legislation of liquidation, especially its development, which culminated in the adoption of the new Civil Code no. 89/2012 Coll. and the Business Corporations Act no. 90/2012 Coll. Dissolution of a company is a prerequisite of liquidation, except cases of court declaration of its invalidity. Hence the next chapter discusses ways of dissolution of a company, which include legal proceedings, public authority's decision, expiration term, and purpose achievement. The third chapter deals with the very purpose and process of the liquidation, as well as with monetization followed by separation...
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The liquidator in the process of liquidation of a company
Sniehotta, Michal ; Horáček, Vít (advisor) ; Horáček, Tomáš (referee)
1 The Liquidator in the Process of Liquidation of a Company Abstract The diploma thesis deals with the issue of general legal regulation of liquidation of a company, above all with a focus on the liquidator's legal status and his particular actions within the liquidation process. The thesis follows a hypothesis that the analyzed legal regulation of liquidation of a business company embedded in the Commercial Code is good and well-elaborate. The objective of the thesis is to critically test thus formulated hypothesis on the basis of comprehensive delimitation, analysis and evaluation of qualities of general liquidation rules. Attention is focused mainly on legal issues related to the actual liquidator's position, for instance on the issue of qualification for the function of a liquidator or the issue of appointment and dismissal of a liquidator by the court. The study builds chiefly on the method of description and critical analysis of relevant legal provisions and secondary sources. The obtained theoretical knowledge is then generalized into more general conclusions using a synthetic method. Aside from the introduction the actual thesis comprises four chapters, out of which the first three in particular are rather theoretical, whereas the fourth chapter provides a more practical view of description of the...
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Legal, accounting and taxation aspects of liquidation of trading corporations
SMIDKOVÁ, Jana
The dissertation deals with legal, accounting and taxation aspects of liquidation of trading corporations. Based on an analysis, it evaluates aspects in the liquidation process of trading corporations under the conditions of the Czech Republic´s legislation. It provides an outline of the liquidation process and the liquidator´s activities, it points out legislative changes and hazard moments of the liquidation process.
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Accounting Procedure in a Company Entering to Liquidation or Insolvency Proceedings
ZELJKOVIĆ, Simona
The object is to elaborate the accounting practices and liquidators duties of a company that enters into liquidation or insolvency. These procedures are shown on one company that has three default situations. These situations affect the process of liquidation with the target of deletion the company from the Commercial Register. The methodology consists in the comparison of these initial situations and determination of the disposal process. The first starting situation comes from the fact that the company has a sufficient amount of assets to satisfy creditors. The second situation is set for the company, which has not performed any business activity. The third situation is set up so that the company does not have sufficient assets in its property. In the third case there is the need to enter into insolvency.
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Insolvency proceedings with a European international element
Šebková Stráska, Eva ; Smolík, Petr (advisor) ; Zoulík, František (referee)
in English In this thesis, I analyse Council regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings and its practical effects in EU member states' bankruptcy proceedings. The regulation creates a European insolvency law which is aimed at proper functioning of the internal market. The market requires efficient and effective cross-border insolvency proceedings in order to protect creditors. I review interpretations of the principle of controlled universality, Lex fori concursus, recognition of insolvency proceedings, and cooperation of liquidators whose function is to administer or liquidate assets located in various member states. I also examine the process of launching primary and secondary proceedings in relation to the debtor's centre of main interest and to his place of operations where the debtor carries out a non-transitory economic activity with human means and goods. I demonstrate the current legal reasoning of the Court of Justice of the European Union in e.g. the Judgment of the Court (Grand Chamber) of 2 May 2006 in Case C-341/04, Eurofood IFSC Ltd. which interprets Articles 1, 2, 3 and 16 of the regulation, and in the Judgment of the Court (First Chamber) of 21 January 2010 in Case C-444/07, MG Probud Gdynia sp. z o.o., which interprets Articles 3, 4, 16, 17 and 25 of the...
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Legal regulation of liquidation of business company
Jonák, Michal ; Zahradníčková, Marie (advisor) ; Štenglová, Ivanka (referee)
1 LEGAL REGULATIONS OF LIQUIDATION OF A BUSINESS COMPANY ABSTRACT The liquidation of a business company is a legally regulated process of settling the assets of this company out of court, unless the company has not a general legal successor. If the company is going into liquidation, the active commercial activity of this company shall be stopped. All of the activities aim to finish the business of the liquidated company and to find and to settle its property. The liquidation of a business company in the law of The Czech Republic is regulated in the Act No. 513/1991 Coll., The Commercial Code, as amended. The liquidation means a lot of legal and economic problems. This work is centred only on the legal aspects of the liquidation. It is necessary in case of liquidation to distinguish between two terms: dissolution and ending of a business company. A company enters into the process of liquidation as of the day of its dissolution. In this context is necessary to file a motion for entry the liquidation into the Commercial register. A company have to use the addendum "in liquidation", during a liquidation. The liquidation is finished by selling the property of the liquidated company and by settlement of its liabilities. After finishing the liquidation, the liquidator files a motion for deletion of the company...
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Liquidation of the limited liability company from the decision of the court
Vozár, Jan ; Patěk, Daniel (advisor) ; Eichlerová, Kateřina (referee)
Liquidation of the limited liability company from the decision of the court The theme which I have chosen for my thesis is the process surrounding a decision of the court to dissolve a private limited company by liquidation. I have chosen to focus only on private limited companies as I believe it is the most used entity for the purpose of incorporation in the Czech Republic. The purpose of my thesis is to analyse an area which is missing the attention of the public despite the fact that every year hundreds of companies by the Municipal Court in Prague are being dissolved in this way. The reason for my research is based on the current situation in the field of "judicial liquidations" where changes in the insolvency law and the undeveloped conception of the commercial register are contributing to an increasing number of so called "death companies". The thesis is composed of three main parts, each of them dealing with different aspects of the liquidation process. The first part is the introduction and defines the main issues in this field. I have provided a description of the phenomenon regarding the judicial liquidation system, setting it within the context of the continuing economic and financial crisis. I have given details of the causes which lead up to the liquidation of a company; these will...
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