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Suspension of the voting rights in the capital companies
Bečvář, David ; Flídr, Jan (advisor) ; Hurychová, Klára (referee)
Suspension of the Voting Rights in the Capital Companies Abstract This thesis deals with the substantive regulation of preventive suspension of the voting rights concerning the capital companies. Its aim is to provide a comprehensive interpretation of the conditions of selected general cases of preventive suspension of the voting rights set out in the Business Corporation Act, to deal with some interpretative ambiguities and where appropriate, to offer possible solutions. The thesis is divided into five main chapters. The first chapter defines the concept of suspension and describes its impact on the position of shareholders, and consequently on the General Meeting. At the same time, the various general cases of preventive suspension of the voting rights are divided into two basic categories. The second chapter focuses on the case of suspension consisting of default in the fulfilment of deposit and surcharge obligations, which is the only case that falls into the first category of cases by law. The third chapter discusses the case of a conflict of interest arising when a decision is taken to remove a shareholder who is also a member of an elected body of a capital company from his position as a member of the elected body for breach of his duties in the performance of that position. Among other things, it...
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Comparison of duty of loyalty of a member of governing body of a company and duty of loyalty of a company member
Hubáček, Tomáš ; Josková, Lucie (advisor) ; Tomášek, Petr (referee)
The Duty of Loyalty of a Director of a Company and the Duty of Loyalty of a Member of a Company in Their Mutual Comparison Abstract According to the valid legislation, both the member of a company and the director of a company are subject to the duty of loyalty. The duty of loyalty has different content in relation to these persons and affects them with different intensity. The aim of this thesis is to compare selected aspects of the duty of loyalty of the member of company and the director of company. The first part presents initial doctrinal and judicial evolution of the duty of loyalty of the member of company and the director of company in the legal order of the Czech Republic. Furthermore, the essence (creative elements) of the duty of loyalty of mentioned persons is discussed. In this context, legal doctrine concludes that the essence of loyalty of the member of company and the director lies, amongst other matters, in contract. However, each of these persons has a different obligation, which is associated with different rights and duties of the relevant members of company's bodies. The aim of the first part is to develop the issue, which I consider crucial for understanding arguments and conclusions presented in the thesis. In the second part, I try to identify the interest which the member of company...
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The participation and position of a member of an unlimited liability company
Kunášek, Jiří ; Horáček, Tomáš (advisor) ; Josková, Lucie (referee)
The participation and position of a member of an unlimited liability company, Abstract This doctoral thesis examines the participation and position of a member of an unlimited liability company (in Czech veřejná obchodní společnost), which is a topic that has been largely unexplored in theory. At the same time, unlimited liability companies as a legal form are seldom used for running a business in practice. As a result, there are only a very few judicial decisions addressing these issues. For these reasons, the author considers the exploration of this topic helpful and beneficial. The introductory part of the thesis contains an analysis of the unlimited liability company as a separate legal person, its characteristic features and factors specific to this legal form. This is followed by an extensive analysis of the member, the prescribed requirements for taking the position of a member and an analysis thereof, as well as a list of persons who are not granted the right. The fourth part provides a comprehensive analysis of the interest constituting the member's participation in the unlimited liability company, the ownership of the share and the specific aspects of an interest in an unlimited liability company, including dealing with the interest. The thesis also studies the creation of a member's interest by...
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Dopady odměňování společníků s.r.o. ve vazbě na výši starobního důchodu
Holíková, Lenka
The thesis deals with remunerations of the limited partners of limited liability companies and the influence of this action on both the current and the future income of the limited partner. For each type of remuneration, with regard to different levels of incomes, a current levy is observed. The influence on the future incomes is determined by the level of the old age pension which is acquired by the limited partner-depending on the chosen the remuneration type-from the state budget. The outcomes are gained from model examples which are supposed to serve as an overview of all the possibilities of remuneration, including their combinations. The results deal with the impacts of every type of remuneration on the state budget as well. A part of the thesis is focused on a comparison of incomes of the limited partners and incomes of self-employed people. The differences are seen from both the level of taxation and the amount of the old age pension point of view and are aimed at social insurance. The impact on the state budget is added as well.
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Účetní a daňové souvislosti zrušení obchodní korporace s likvidací a zániku účasti společníka ve společnosti
Mašová, Sabina
The diploma thesis is focused on the accounting and tax connection of the cancellation of the business corporation with liquidation and the termination of the shareholder's participation in the company. The theoretical part of the thesis is focused on the definition of legal, accounting and tax issues. In the context of liquidation of companies, accounting and tax obligations are described gradually in the course of this process. In the following section, the process of liquidation in practice is illustrated in the model example. Subsequently, through financial anal-ysis, it is verified whether it is possible to predict the cancellation of a business based on the development of its financial results.
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Daňové zatížení jednotlivých druhů příjmů fyzických osob
Kondr, Tomáš
This diploma thesis deals with the tax burden on the income of individuals for the years 2015-2018. The thesis focuses primarily on the tax burden of individual who is an employee, a self-employed and a partner of a limited liability company. The diploma thesis also compares the impacts of the social insurance paid by the different types of taxpayer on the future old age pension.
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Termination of membership in limited liability company
Zanášková, Lucie ; Štenglová, Ivanka (advisor) ; Eichlerová, Kateřina (referee)
Termination of membership in limited liability company Abstract The thesis deals with meanings of termination of membership in limited liability company, namely by (i) transfer of business interest, (ii), stepping out of the company, (iii) agreement on termination of shareholder's participation in a company, (iv) exclusion of a shareholder, (v) cancellation of shareholder's participation by court, (vi) termination of shareholder's participation due to insolvency proceedings against the shareholder, and (vii) termination of shareholder's participation due to execution towards the shareholder's interest. The thesis further deals with termination of shareholder's participation due to death of the shareholder who is a natural person or winding-up of the shareholder which is a legal entity. After a short foreword follow chapters concerning general issues about the limited liability company as a type of a legal corporation, the rights and obligations of shareholders and the creation and termination of participation in a limited liability company. Chapters dealing with various meanings of termination of shareholder's participation in a limited liability company and a brief conclusion follow. The aim of this thesis is to analyze and clarify some interpretative and application difficulties arising in connection with...
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Statutory liability of members and other persons for debts of business corporations (including supranational corporations)
Trojan, Ivo ; Čech, Petr (advisor) ; Eichlerová, Kateřina (referee)
86 Abstract Statutory liability of members and other persons for debts of business corporations (including supranational corporations) The thesis aims to introduce the economic rationale behind the legal concept of limited liability, including the risks for creditors attached thereto, and to analyse the legal instruments designed to remedy the impacts of its misuse or abuse. Accordingly, this thesis attempts to point to the shortcomings of the current legal framework and to offer a solution thereto. For this purpose the author uses the traditional methods of legal interpretation and draws upon the laws of the United Kingdom, which inspired the authors of the Czech Corporations Act 2012 in many respects. After the opening chapter, which introduces the current legal framework for limited liability of shareholders and defines legal relations of company's agents towards third persons, the historic development of limited liability in the United Kingdom will be outlined in the second chapter. The introduction of limited liability in 19th Century was accompanied by intense society-wide debate, the findings of which will help to understand the limited liability in its wider context and will form the ground for the following assessment of its benefits and risks for creditors of limited liability companies. Third...
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Statutory Secondary Liability in the Law of the Limited Companies
Vrba, Milan ; Černá, Stanislava (advisor) ; Dvořák, Tomáš (referee) ; Josková, Lucie (referee)
Particular cases of statutory secondary liability in the law of limited companies are relatively frequent. Forasmuch as a publication providing comprehensive analysis of the subject matter is still missing, the aim of the thesis is to offer thorough treatise of the issue in its whole broadness. The first chapter analyses the secondary liability as the institution of the general law of obligations. Fundamental features of the secondary liability are pointed out and respective rights and duties of the relevant parties are outlined. The issue of subrogation, joint secondary liability, termination of the secondary liability and statutory bar of the rights arising therefrom are discussed. The second chapter deals with the statutory secondary liability of the members (shareholders) of the limited companies. The thesis shows that both debts and claims of company may be subject to secondary liability of its shareholders. The third chapter focuses on the statutory secondary liability of the members of company bodies (directors). Besides primary liability for the harm caused, the company law punishes the director's failure to observe his or her duties by means of secondary liability for the company's debts as well. Particular cases are critically analysed. The fourth chapter concentrates on the statutory...
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