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Formation of limited liability company: the current regulation and EU prospects
Pechač, Patrik ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
63 Abstract The aim of this master's thesis is to describe and analyse the foundation and incorporation process of limited liability company according to the Czech law as well as to describe and analyse the directive (EU) 2019/1151 of the European Parliament and of the Council amending the directive (EU) 2017/1132 of the European Parliament and of the Council. The thesis is divided into 3 chapters. Chapter one is a brief summary of the characteristic features constituting limited liability company that distinguish it from other forms of business companies. Those features are limited liability of shareholders, necessity to create share capital, flexible legal regulation and the nature of the company leaning toward smaller involvement of shareholders in the company management. Chapter two deals with the foundation and incorporation of limited liability company according to the Czech law. The first part of this chapter deals with the articles of Association from a general point of view. It deals with the elements of the articles of Association, with the focus on mandatory elements. The second part of this chapter discusses the pre-incorporation contracts. The third part of this chapter deals with the obtaining of a business licence, especially the regulated trade licence. The fourth part of the second chapter...
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Amending the Articles of Association
Malá, Klára ; Eichlerová, Kateřina (advisor) ; Patěk, Daniel (referee)
Amending the Articles of Association Abstract This diploma thesis deals with the issue of amending the articles of association of a limited liability company. The aim of the diploma thesis is to map out and analyse the various ways in which the articles of association can be changed. In the case of the decision-making of the general meeting, the goal is to analyse the rules that apply to the decision-making process of the highest body of a limited liability company in the event of an amendment to the articles of association, and what the possible consequences of non-compliance with these rules are. The aim is also to identify the decisions of the general meeting to which the rules for amending the articles of association apply, especially in cases where the general meeting of a company decides against amending the articles of association directly. In order to fulfil the set goal, the diploma thesis is divided into three chapters. The first chapter briefly deals with the articles of association as the founding document of a limited liability company. It describes its content, the form in which it must be taken, as well as the consequences of non-compliance with the rules set by law. The second chapter discusses the various ways the articles of association can be amended. Specifically, amending the articles...
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By-laws of a bank
Vančová, Pavlína ; Liška, Petr (advisor) ; Elek, Štefan (referee)
Identification and definition of the Bank's Articles and practical analysis of two effective Bank's articles. The aim of this thesis was to emphasize the special treatment of banking statutes and to point to the importance of requirements for the banking statutes of the Commercial Code and Law on Banks. Due to the fact that banks are subjects with a strict state regulation, articles of association are also influenced by the secondary legal acts issued by CNB. The thesis is further focused on effective banking statutes of the two banks in order to estimate the statutory requirements accomplishment. The work consists of an introduction, four chapters, conclusion, appendices and bibliographies. In the introduction the author briefly introduces the reader to the problems and outlines the reasons why she chose the topic as the goals which should be achieved in the thesis. The first chapter deals with the definition and general characteristics of the Articles of Association with the emphasis on mandatory requirements of the Commercial Code. The second chapter is focused on a brief description and definition of the concept and status of banks in the Czech Republic. In the third chapter the author describes the mandatory requirements of the banking statutes according to the needs of the Commercial Code as...
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Articles of apartment owners association
Levý, Jan ; Oehm, Jaroslav (advisor) ; Horáček, Tomáš (referee)
THESIS SUMMARY: ARTICLES OF APARTMENT OWNERS ASSOCIATION The thesis deals with the regulation of apartment owners associations in the Czech Republic, in particular, with the articles of association of such legal entity. The paper is divided into three parts. The first part focuses on the Czech statutory regulation (especially The Act on Ownership of Apartments No. 72/1994 of Collection of Laws, and The Government Order No. 371/2004 Coll.) of the apartment owners association in general. There has been provided a short survey of the historical evolution of the ownership of apartments in the world as well as in the Czech Republic and a short depiction of the approaches on apartment ownership models - Anglo-Saxon-French and German Models. Greater attention in the first part is given then to the legal entity of apartment owners association. It examines the foundation and dismissal of the association, its legal capacity (and limits given by law), the membership in such association, and its bodies - assembly, statutory body, and other optional bodies. The second part is devoted to the articles. It is always necessary to examine the articles in light of the current legislation, which greatly affects the content of the articles. In the beginning of the second part, short characteristics of the articles is given,...
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Side agreements between members of limited companies
Gerych, Jan ; Štenglová, Ivanka (advisor) ; Černá, Stanislava (referee)
The thesis analyses shareholders' agreements in limited liability and joint stock companies. In a broader sense, both the agreements concluded by shareholders outside the articles of association or bylaws and the provisions of the constitutional documents which are not attached to shares but only bind the individual shareholders can be classified as shareholders' agreements. The thesis consists of a general and a special part. The objective of the general part is to describe the legal nature, effects, usual content and practical use of shareholders' agreements. Particularly, I intend to detail the main legal issues surrounding shareholders' agreements included in the constitutional documents and to suggest the methods of coping with these problems in the legal practice. Further, I will describe the corporate advantages of the shareholders' agreements as separate legal documents as well as their limits. The objective of the specific part of this thesis is to characterize the selected types of shareholders' agreements in terms of their practical use and legal regulation. I put special emphasis on different kinds of shareholders' voting agreements.
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Formation, Incorporation and Invalidity of the Business Company
Bažant, David ; Horáček, Tomáš (advisor) ; Josková, Lucie (referee)
The topic of the thesis "Formation, Incorporation and Invalidity of the Business Company" has been chosen by the author due to its permanent topicality. The goal is to analyse process of formation and incorporation of business companies according to the Czech legislation. The incorporation of new juridical person consists of two-stage process of establishment. This thesis is primarily based on the analysis of definitions of laws, expert publications and on examples of judicial decisions. It shows risk of insufficient or incorrect formulation in the Articles of Association. With the detection of serious drawbacks in founding legal action, the existing company is threatened with resolution of its invalidity. The thesis is divided into seven parts including introduction and conclusion. The second chapter, most comprehensive, deals with the essentials of form and content of Articles of Association. The part dealing with content essentials is furthermore divided into five subchapters depending on figures, which the Articles of Association must contain so that a company can be properly incorporated. The third chapter describes a process how to get an entrepreneurship authorization aimed on Trade Certificate. The fourth chapter analyses the form of power of attorney, which is required when an associate is...
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Articles of apartment owners association
Levý, Jan ; Oehm, Jaroslav (advisor) ; Horáček, Tomáš (referee)
THESIS SUMMARY: ARTICLES OF APARTMENT OWNERS ASSOCIATION The thesis deals with the regulation of apartment owners associations in the Czech Republic, in particular, with the articles of association of such legal entity. The paper is divided into three parts. The first part focuses on the Czech statutory regulation (especially The Act on Ownership of Apartments No. 72/1994 of Collection of Laws, and The Government Order No. 371/2004 Coll.) of the apartment owners association in general. There has been provided a short survey of the historical evolution of the ownership of apartments in the world as well as in the Czech Republic and a short depiction of the approaches on apartment ownership models - Anglo-Saxon-French and German Models. Greater attention in the first part is given then to the legal entity of apartment owners association. It examines the foundation and dismissal of the association, its legal capacity (and limits given by law), the membership in such association, and its bodies - assembly, statutory body, and other optional bodies. The second part is devoted to the articles. It is always necessary to examine the articles in light of the current legislation, which greatly affects the content of the articles. In the beginning of the second part, short characteristics of the articles is given,...
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By-laws of a bank
Vančová, Pavlína ; Liška, Petr (advisor) ; Elek, Štefan (referee)
Identification and definition of the Bank's Articles and practical analysis of two effective Bank's articles. The aim of this thesis was to emphasize the special treatment of banking statutes and to point to the importance of requirements for the banking statutes of the Commercial Code and Law on Banks. Due to the fact that banks are subjects with a strict state regulation, articles of association are also influenced by the secondary legal acts issued by CNB. The thesis is further focused on effective banking statutes of the two banks in order to estimate the statutory requirements accomplishment. The work consists of an introduction, four chapters, conclusion, appendices and bibliographies. In the introduction the author briefly introduces the reader to the problems and outlines the reasons why she chose the topic as the goals which should be achieved in the thesis. The first chapter deals with the definition and general characteristics of the Articles of Association with the emphasis on mandatory requirements of the Commercial Code. The second chapter is focused on a brief description and definition of the concept and status of banks in the Czech Republic. In the third chapter the author describes the mandatory requirements of the banking statutes according to the needs of the Commercial Code as...
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