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Decision making outside the general meeting of limited companies (per rollam)
Málek, Jakub ; Eichlerová, Kateřina (advisor) ; Štenglová, Ivanka (referee)
1 Abstract Decision making outside the general meeting of limited companies (per rollam) The aim of the thesis is particularly using the descriptive and the analytical method and the legal argumentation to analyse the legal regulation of the decision making outside the general meeting of limited companies (per rollam) contained in Civil Code and especially in Business Corporations Act, to focus of its specifics and possible interpretational problems of selected topics, to assess the impact of the per rollam decision making on rights of members of limited companies and last but not least to suggest framework possibilities for the further development of the legal regulation de lege ferenda. Alternatively, the comparative method with the British and Slovak legal regulation is used. The thesis is divided into four chapters; each of them is further divided into subchapters and closed with a partial summary. After the initial definition of the limited company and outlining its characteristics in the first chapter, the second chapter is devoted to the general analysis of the general meeting with an emphasis on possible alternative ways of decision making on and outside the meeting and to the question of the nature of the general meeting's resolution. In the third chapter the per rollam decision making in limited...
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Duty of due managerial care of member of an elective body of a limited company and consequences of its violation
Havlík, Jiří ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
My thesis focuses on one of the fundamental issues of representation of stock corporations by their elected bodies or members of these bodies. This issue concerns the responsibility of these parties to act in the performance of their duties with due managerial care which is a key aspect in determining the standard required from the parties representing a limited liability company and a joint stock company. This topic is extremely relevant to the current situation due to recent re- codification of private law, whose linchpins are Act No. 89/2012 Coll., the Civil Code, and Act No. 90/2012 Coll. on business companies and cooperatives (the Act on Business Corporations). The authors of these regulations during their drafting had to cope with the development of both the doctrine and the case law and their task was not only to adapt the legislation to the commercial law practice of stock corporations of the 21st century, but also to resolve some of its contentious issues. The thesis consists of an introduction, three main chapters further subdivided into subsections and the conclusion. The first chapter deals with the legal regulation and the description of the concept of due managerial care and related aspects at the time of effectiveness of Act No. 513/1991 Coll., the Commercial Code. Particular...
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Influence of a company member on the management of a limited company
Hanka, Petr ; Patěk, Daniel (advisor) ; Čech, Petr (referee)
Influence of a company member on the management of a limited company Petr Hanka Abstract The thesis deals with the legal relation between the member of a limited company and this company with focus on his influence on company's management. The paper concentrates mainly on particular rights of non-proprietary nature, which are entrusted to the member by the Commercial Code and recently by the Business Corporations Act for a purpose of the perfomance of the member's influence. The thesis takes relevant opinions of the doctrine as well as the corresponding case-law into consideration. First two chapters provide overview of fundamental terms, which are used and developed further in the paper. The limited company is distinguished from the personal company. The content of the legal relation between a member and a company is described with emphasis on the existence of a share. The existence of particular rights of a member is indicated. Essential part of the paper is the third chapter, which deals with the right of a member to management of the company and with other related rights, which allow a member to influence the management. The chapter is divided to subsections according to particular rights. A member of a company can perform most of his rights on the general meeting. The general meeting is an assembly of...
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Duty od Care of Members of Statutory Bodies in Capital Business Companies and its Relation to Internal Compliance Programs
Andreisová, Lucie ; Dědič, Jan (advisor) ; Boháček, Martin (referee) ; Lasák, Jan (referee)
The purpose of this dissertation is to provide its readers with a detailed and comprehensive look at the institute of duty of care, business judgment rule and related civil and partly also criminal liability of members of (not only) statutory bodies of capital business companies, and in this respect also to introduce an internal compliance program as one of the main instruments of good and effective corporate governance. The main objective of this dissertation is therefore to verify or refute the hypothesis whether, and if so in what particular form, can an internal compliance program be seen as an institute helping members of statutory bodies of capital business companies in fulfilling specific requirements and obligations of their duty to carry out the statutory function with due (managerial) care. The existence (implementation) of an internal compliance program is quite commonly connected with so called regulated markets and also with individual business corporations whose ownership structure extends the boundaries of the Czech Republic (typically British or American business corporations seated in the Czech Republic). But what about a wide neutral zone of Czech business corporations, i.e. especially small and medium-sized capital business companies? Shall these implement an internal compliance program as well? And, if so, on what grounds and with what benefits?
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Accounting and tax consequences of the Business corporation act
Šindelář, Michal ; Molín, Jan (advisor) ; Müllerová, Libuše (referee)
The diploma thesis deals with the new legal regulation of trading companies. The aim is to present the legal regulation of trading companies and so to connect the Business corporation act with the accounting and tax regulations. The first part presents the basic aspects of the regulation of trading companies in the system of the new legal regulation. It deals with the mutual position of the new Civil code and the Business corporation act and occupies itself with the general reglation of legal persons, that applies to trading companies. This part is being followed with the presentation of general requirements of the Business corporation act. The second part analyses the personal companies, where the special attention is dedicated to deposit duty, that can be paid for by doing work. The last part presents the capital companies and the special attention is dedicated ty paying of prepayments on share on profit (dividends) in these companies. The thesis is completed with a lot of practical examples and diagrams.
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Shares in companies after recodification
Hlaváčková, Lucie ; Kříž, Radim (advisor) ; Hásová, Jiřina (referee)
This thesis deals with shares in companies representing participation rate of the shareholder in a company and his rights and duties resulting from. At first I analyse establishing and regime of companies. Then I deal with kinds of shares in company limited by quarantee and private limited company. Finally, I focus on profit share, settlement and liquidating share. The aim is to analyse new Czech legislation.
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The emergence of companies with equity operations
Pátková, Michaela ; Polák, Martin (advisor) ; Roubíčková, Jaroslava (referee)
The aim of my thesis is the creation of companies with a focus on operations with equity. The work deals with the legal context of limited liability companies, capital and payment. The following section is devoted to operations with equity. Are explained and the differences between their own capital and ways to increase or decrease of capital. There are also mentioned capital funds and funds that are created from profit. The last part of the paper is the analysis of ten selected equity joint-stock companies, including an analysis of the statutory reserve fund.
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The Legal Status of Partners in a Private Limited Liability Company Compared to the Legal Status of Partners (shareholders) in a Joint Stock Company
Andreisová, Lucie ; Kříž, Radim (advisor) ; Müller, Milan (referee)
This diploma thesis poses the question of the legal status of partners in a private limited liability company compared to the legal status of partners (shareholders) in a joint stock company. Although both companies are in a theory of Czech business law classified as capital corporations, which means that they have much in common, the legal enactments which are regulating the area of the partner's legal status in both legal forms contain many significant differences. Some of them may well be considered as slight, unimportant details, whereas the others represent fundamental differences, which, for the partner's legal status, are more than crucial. The partner's participation in the company's activities and in its management could be mentioned as one of the examples. Meanwhile, the partners in a private limited liability company typically participate in the whole life of their corporation, the shareholders in a joint stock company only influence the life of their corporation implicitly, through their influence over the personal structure of the executive body (called board of directors), which is entrusted with the power of the company's management. The members of this executive body are usually represented by people outside of the company; the theory talks about professional, hired management, which is leading to a phenomenon called corporate governance. This diploma thesis not only contains chapters on the legal status of partners in the given types of corporations, it also includes a general interpretation of the terms private limited liability company and joint stock company. Only a correct representation of these terms can lead to an accurate understanding of the partner's legal status. Finally, there are also several comparative thoughts and tables, including some decisions of the business courts added at the end of the paper. Through the means of the above mentioned business court's decisions the author is attempting to demonstrate how the partner's rights and obligations are being performed in practice.
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Limited Liability Company
ŠUSOVÁ, Veronika
The Bachelor Work is aimed at the limited liability company, focused on founding of this legal form. The goal of this work is to describe the legal regulations of this capital-type company in the Czech Republic. Next goal of this work is to compare limited liability company with the single-person corporations. In the practical part, there you can find analysis of popularity of different types of companies in the South Bohemia Region.
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