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Classes of Shares in Limited Liability Companies
Lála, Daniel ; Černá, Stanislava (advisor) ; Dědič, Jan (referee) ; Josková, Lucie (referee)
1 Název, abstrakt a klíčová slova v anglickém jazyce Classes of Shares in Limited Liability Companies Abstract The Business Corporations Act has brought a number of innovations to Czech company law and has also opened up questions that almost no-one raised while the previous legal regulation was effective. Although many institutes already existed under the Civil Code of 1964 and the Commercial Code, the practice did not use the possibilities provided by the old regulation. Indeed, even the legal doctrine did not address many issues. One of these institutes is the institute of classes of shares. The dissertation is devoted to the creation of different classes of shares. The main research methods used when drafting this dissertation were selective literature research and analytical method, including comparative analysis. The method of abstraction and synthesis of acquired pieces of knowledge was used for generalizing the conclusions of the research goal. As regards the interpretation methods, a grammatical, logical, systematic, historical, teleological and comparative interpretation was used. Especially German, but also Austrian and Swiss laws were taken into account in the comparison and Anglo-American law in the passage concerning preference shares. The main research goal of the thesis was to analyse the...
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Comparison of shareholder taxation from the sale of a share and of a business enterprise in a limited liability company
Páleníček, Adam ; Kohajda, Michael (advisor) ; Sejkora, Tomáš (referee)
99 Comparison of shareholder taxation from the sale of a share and of a business enterprise in a limited liability company Abstract This diploma thesis analyses and compares alternatives for the sale of a stake in a limited liability company and the sale of a business enterprise with or without the distribution of the proceeds from that sale, in particular pertaining to the taxation of the owner of a stake in a limited liability company. The thesis is divided into an introduction, four main chapters, and a final chapter. The first chapter defines the key terms of a limited liability company, share and business enterprise, as well as issues related to the sale of a share and a business enterprise. Both institutes are distinguished. Furthermore, the key terms of tax law are defined, especially the definition of the construction elements of tax, which form the basis for analysis in the second and third chapters. Finally, the issue of tax optimisation and its differentiation from tax evasion in relation to the shareholder is defined. The second and third chapters separately focus on the analysis of alternatives. The second chapter analyses the first alternative of selling a stake. The third chapter analyses the second alternative of selling a business enterprise together with the possible distribution of the...
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Share pledge in a corporation
Pašek, Dominik ; Elischer, David (advisor) ; Frinta, Ondřej (referee)
Share pledge in a corporation Abstract The thesis deals with the share pledge in a corporation. In the beginning I analyse the meaning and purpose of the lien. The following section deals with pledgeability of a share in a corporation. Firstly, I discuss the pledgeability of a share as an intangible movable asset that represents a set of rights and obligations arising from participation in a corporation and, further, the share pledge in each type of corporation, including the association and unit owners' association. The different rules for shares depend on whether they are in a form of a security or not. Subsequently, I deal with the formation of a lien, while focusing on the various titles from which the lien can arise and the question of the moment of creation of the lien. I analyse in detail the creation of a consensual lien, i.e. on the basis of a pledge contract. This is followed by the creation of an ex actu lien on the basis of a court's approval of an agreement of the heirs to divide the estate, and on the basis of a tax administrator's decision pursuant to the Tax Code, where I also provide practical information communicated by the General Financial Directorate. Then I analyse the ex lege lien, and I deduce several options where it could theoretically arise. In the part of the work that I consider...
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Business share in a limited liability company as a subject-matter of legal relations
Greplová, Pavlína ; Čech, Petr (advisor) ; Plíva, Stanislav (referee)
The purpose of my thesis is to analyse the legal regulation regarding the transfer of the business share in a limited liability company in the Czech Republic. I have chosen this topic because of a lack of its legal regulation on the one hand and controversy and topicality on the other hand. The study analyses relevant law, commentaries, books, articles and case law. Moreover, it also compares the current legal regulation with the new legal regulation represented by the new Civil Code and the Act on Commercial Corporations. The main contribution of this paper is in providing a critical perspective on the current legal regulation and also the comparison with the new one. The thesis is composed of five chapters, each of which deals with different issues connected with both the transfer of the business share and the agreement on the transfer of the business share and a comparison with the new regulation. Chapter One is introductory and examines the concept of the business share as a subject-matter of legal relations. Chapter Two is subdivided into nine main parts. Part One focuses on the concept of the transfer of the business share. Part Two analyses its transfer to an existing shareholder or to a third party. Part Three focuses on the duty of loyalty of the shareholder. Part Four is closely...
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Share in a limited liability company as an object of legal relations, equity instrument
Jiroušková, Bohuslava ; Čech, Petr (advisor) ; Eichlerová, Kateřina (referee)
The private limited liability company, as the most frequently used type of business corporation in the Czech Republic, has recently undergone significant changes concerning its legal regulations due to the recodification of private law. This thesis focuses on the share in the limited liability company and the equity instrument (the share certificate), by which the share can be represented, along with the transfer of the share. The treatises aims to identify interpretational disputes arising from the recently enacted civil and corporation codes and, while using resources available at the moment, attempts to adumbrate possible outcomes and solutions. The work itself is divided into five chapters. First chapter provides general description of the notion of the share in the limited liability company and defines its nature. Further, possible variations of issue of shares in the limited liability company such as issue of different classes of shares and the option of ownership of multiple shares in one company are examined. In the second chapter, the concept of the share as a thing in itself (personal property) and the selected implications of this concept are discussed. The focus is aimed on topics, which appear to be highly questionable. Third chapter introduces the institute of the equity instrument...
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Liability for defects of a share or shares of stock
Červená, Lucie ; Zahradníčková, Marie (referee)
Liability for defects of a share or shares of stock ABSTRACT This diploma thesis deals with the analysis of legal and contractual liability for defects of a share or shares of stock and with the definition of its qualities focusing on the legislation of the purchase. Due to the fact, that the number of executed transactions concerning a share or shares of stock reaches several hundred per year in the Czech Republic and the Czech legal system deals with the legislation of the share purchase agreement marginally, the number of disputes arises regarding their defects and the transferor's liability for them in practice. Therefore, I consider the topic of liability for defects of a share or shares of stock as a topical issue and appropriate to more detailed elaboration. Several research questions were asked e.g.: if a share of shares of stock can have the usual qualities or the usual purpose of use; if the qualities of the enterprise can be also the qualities of a share or shares of stocks directly by law; or if a shareholder of the business corporation can be considered as a consumer. In some issues that are controversial in legal theory or are not solved, or only marginally in the Czech legal system, a comparison with foreign legal doctrine, especially German and Austrian, is used to find solutions. Following...
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Vacant membership interest in a limited liability co.
Donátová, Elena ; Zahradníčková, Marie (referee)
A vacant membership interest is not an emerging concept in Czech law; disposition of vacant membership interest was regulated already by Section 113(5) and 113(6) of the then applicable Commercial Code. The legislative rules, however, were criticised for being incomplete and hence difficult to be applied: regulated as transferable to the company, the vacant membership interest could be transferred by the company to another company member or third party; if the membership interest was not transferred, the company was required to reduce its registered capital or distribute the vacant membership interest among the remaining company members. The newly enacted amendments have impacted a number of related concepts, introduced a liberalised company law regime and weakened the relationship between company members and companies. The calls on the government from the professional public to introduce a more flexible company law regime, give way to contractual freedom and expand the circumstances in which the company members have a right to withdraw from the company have been heard. The concept of vacant membership interest, now constructed on the principle of company member's representation, was completely revised. The rules introduced by the re-enacted Business Corporations Act are quite complex and detailed;...
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Vacant membership interest in a limited liability company
Donátová, Elena ; Černá, Stanislava (advisor) ; Liška, Petr (referee) ; Zahradníčková, Marie (referee)
A vacant membership interest is not an emerging concept in Czech law; disposition of vacant membership interest was regulated already by Section 113(5) and 113(6) of the then applicable Commercial Code. The legislative rules, however, were criticised for being incomplete and hence difficult to be applied: regulated as transferable to the company, the vacant membership interest could be transferred by the company to another company member or third party; if the membership interest was not transferred, the company was required to reduce its registered capital or distribute the vacant membership interest among the remaining company members. The newly enacted amendments have impacted a number of related concepts, introduced a liberalised company law regime and weakened the relationship between company members and companies. The calls on the government from the professional public to introduce a more flexible company law regime, give way to contractual freedom and expand the circumstances in which the company members have a right to withdraw from the company have been heard. The concept of vacant membership interest, now constructed on the principle of company member's representation, was completely revised. The rules introduced by the re-enacted Business Corporations Act are quite complex and detailed;...
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Classes of Shares in Limited Liability Companies
Lála, Daniel ; Čech, Petr (referee)
1 Název, abstrakt a klíčová slova v anglickém jazyce Classes of Shares in Limited Liability Companies Abstract The Business Corporations Act has brought a number of innovations to Czech company law and has also opened up questions that almost no-one raised while the previous legal regulation was effective. Although many institutes already existed under the Civil Code of 1964 and the Commercial Code, the practice did not use the possibilities provided by the old regulation. Indeed, even the legal doctrine did not address many issues. One of these institutes is the institute of classes of shares. The dissertation is devoted to the creation of different classes of shares. The main research methods used when drafting this dissertation were selective literature research and analytical method, including comparative analysis. The method of abstraction and synthesis of acquired pieces of knowledge was used for generalizing the conclusions of the research goal. As regards the interpretation methods, a grammatical, logical, systematic, historical, teleological and comparative interpretation was used. Especially German, but also Austrian and Swiss laws were taken into account in the comparison and Anglo-American law in the passage concerning preference shares. The main research goal of the thesis was to analyse the...
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Classes of Shares in Limited Liability Companies
Lála, Daniel ; Čech, Petr (referee)
1 Název, abstrakt a klíčová slova v anglickém jazyce Classes of Shares in Limited Liability Companies Abstract The Business Corporations Act has brought a number of innovations to Czech company law and has also opened up questions that almost no-one raised while the previous legal regulation was effective. Although many institutes already existed under the Civil Code of 1964 and the Commercial Code, the practice did not use the possibilities provided by the old regulation. Indeed, even the legal doctrine did not address many issues. One of these institutes is the institute of classes of shares. The dissertation is devoted to the creation of different classes of shares. The main research methods used when drafting this dissertation were selective literature research and analytical method, including comparative analysis. The method of abstraction and synthesis of acquired pieces of knowledge was used for generalizing the conclusions of the research goal. As regards the interpretation methods, a grammatical, logical, systematic, historical, teleological and comparative interpretation was used. Especially German, but also Austrian and Swiss laws were taken into account in the comparison and Anglo-American law in the passage concerning preference shares. The main research goal of the thesis was to analyse the...
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