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Limited liability company after the adoption of new legislation
KLARNER, Lukáš
This Bachelor thesis describes the main changes in business of limited liability company after the year 2014 when the Business Corporations Act became effective. The main aim of this work is to describe the biggest changes that have occurred. It analyses real business environment using questionnaires and structured interviews with executive directors of random companies. Empirical results show that many of these directors are unsatisfied with actual legal situation, and the issue of registered capital is the most questioned. According to the managers there is a lack of laws regulating particle issues, family business company issue for example. The work also evaluates the personal responsibility of executive directors for the operation of the company. As the empirical results show, most executives are not fully aware of their responsibilities. Last, but not least, this thesis suggests some possible solutions of this situation, especially in the field of law.
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Legal regime of a group company after recodification of private law in the CR
Srb, Jaroslav ; Černá, Stanislava (advisor) ; Štenglová, Ivanka (referee)
Legal regime of a group company after recodification of private law in the CR This master thesis is devoted to the group of companies law in a broader sense of the business groups, including the terms influential entity and influence, after the recodification of private law in the Czech Republic. The thesis is composed of seven chapters. Chapter one briefly characterizes the term group of companies law, its two main models of regulation - the German and French approach, including the Rozenblum concept and a comparison of these two models. Subsequently, it presents the European regulation of the group of companies, along with its development and impact on the legal systems of the member states of the European Union. Lastly, a legal basis of the new legislation in the Business Corporations Act is considered. Chapter two describes certain legal terms of the Business Corporations Act, in terms of acting in concert and majority member. Chapter three defines the term and the characters of the group of companies in the sense of the business groups, and it also points to the reasons why the grouping occurs. Chapter four explores the essential elements of influential entity and influence as an institute that is applied within the particular types of the group of companies. In connection with the term...
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Monistic organizational structure of a Czech joint-stock company after recodification of private law
Chlup, Marek ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Monistic organisational structure of a Czech joint-stock company after recodification of private law. This thesis deals with the monistic organisational structure in Czech legal system. The possibility of choosing the one-tier system was given to the Czech joint-stock companies thanks to recodification of private law, under which, effective as at 1. 1. 2014, was adopted The Business Corporation Act. However, implementation of this obligatory option was not without difficulties. The legislator had chosen inconvenient solution when, unlike in the foreign jurisdiction, there are obligatory constituted two organs. Such a conception, based on links on the dualistic system, creates many interpretation difficulties. In the beginning of this thesis, I introduce internal organisational structures in the view of broader framework of corporate governance. Further, I characterize various organisational structures, classify them and point out their differences. The main focus is on the third chapter. First, I describe the development of the Czech legislation until present state. Flowingly, I characterize the Czech one-tier system, and then I analyse the organs that are in monistic organisational structure constituted. Special attention was requested by the board of directors and statutory directors. The largest...
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Members of individual types of Business Company
Flachsová, Liběna ; Horáček, Tomáš (advisor) ; Horáček, Vít (referee)
Members of Individual Types of Business Companies The purpose of my thesis is to analyse the differences between the regulation of members of individual types of business companies in the current Commercial Code and in the Business Corporations Act (hereinafter the "BCA"). The reason for my research is the fact that the BCA will become effective on 1 January 2014. Therefore, it is in the best interest of shareholders to become sufficiently familiar with the new regulation. The thesis is composed of six chapters. Chapter One is introductory and defines the basic terminology used in the thesis. The chapter is subdivided into three parts. Part One defines a business company, Part Two defines a member and Part Three deals with the transition to the new act. Chapter Two focuses on General Commercial Partnership (Unlimited Partnership). This chapter addresses the major changes, e.g. more precise definition of the Partnership, (non)transferability of the share, and the very interesting possibility to pay one's business contribution by performance of work or provision of services. Chapter Three is aimed at members of a Limited Partnership. The primary upcoming change is basically a shift back to the principals of partnership, especially by the subsidiarity of provisions governing a General Commercial...
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Types of shares in the regulation of the Business Corporations Act
Havrlík, Petr ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Types of shares in the regulation of the Business Corporations Act The purpose of this diploma thesis is to analyze, describe and elaborate changes that into the Czech legal order brought the Act No. 89/2012 Coll., the Civil Code and the Act No. 90/2012 Coll., on Companies and Cooperative association. The diploma thesis is divided into five chapters that process from the general to the specific issues and focus on foreign legal orders which deal with particular aspects of shares and types of shares. The first chapter of this thesis is focused on the general concept of security, its definitional delimitation and historical development of security as other property value and thing. Furthermore, this chapter deals with the concept of participating security and its importance in the new legislation. Finally, this thesis generally focuses on the possibilities of incorporation of rights and obligations into shares. The second chapter is a crucial part of this diploma thesis and deals with types of shares as such. Firstly, this chapter focuses on the interpretation of the term type of share and its definitional features. Subsequently, there is a part devoted to basic institutes of ordinary shares and preferred shares. The third chapter is devoted to shares with special rights, namely the legally enshrined...
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Monistic organizational structure of a Czech joint-stock company after recodification of private law
Chlup, Marek ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Monistic organisational structure of a Czech joint-stock company after recodification of private law. This thesis deals with the monistic organisational structure in Czech legal system. The possibility of choosing the one-tier system was given to the Czech joint-stock companies thanks to recodification of private law, under which, effective as at 1. 1. 2014, was adopted The Business Corporation Act. However, implementation of this obligatory option was not without difficulties. The legislator had chosen inconvenient solution when, unlike in the foreign jurisdiction, there are obligatory constituted two organs. Such a conception, based on links on the dualistic system, creates many interpretation difficulties. In the beginning of this thesis, I introduce internal organisational structures in the view of broader framework of corporate governance. Further, I characterize various organisational structures, classify them and point out their differences. The main focus is on the third chapter. First, I describe the development of the Czech legislation until present state. Flowingly, I characterize the Czech one-tier system, and then I analyse the organs that are in monistic organisational structure constituted. Special attention was requested by the board of directors and statutory directors. The largest...
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Legal regime of a group company after recodification of private law in the CR
Srb, Jaroslav ; Černá, Stanislava (advisor) ; Štenglová, Ivanka (referee)
Legal regime of a group company after recodification of private law in the CR This master thesis is devoted to the group of companies law in a broader sense of the business groups, including the terms influential entity and influence, after the recodification of private law in the Czech Republic. The thesis is composed of seven chapters. Chapter one briefly characterizes the term group of companies law, its two main models of regulation - the German and French approach, including the Rozenblum concept and a comparison of these two models. Subsequently, it presents the European regulation of the group of companies, along with its development and impact on the legal systems of the member states of the European Union. Lastly, a legal basis of the new legislation in the Business Corporations Act is considered. Chapter two describes certain legal terms of the Business Corporations Act, in terms of acting in concert and majority member. Chapter three defines the term and the characters of the group of companies in the sense of the business groups, and it also points to the reasons why the grouping occurs. Chapter four explores the essential elements of influential entity and influence as an institute that is applied within the particular types of the group of companies. In connection with the term...
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Types of shares in the regulation of the Business Corporations Act
Havrlík, Petr ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Types of shares in the regulation of the Business Corporations Act The purpose of this diploma thesis is to analyze, describe and elaborate changes that into the Czech legal order brought the Act No. 89/2012 Coll., the Civil Code and the Act No. 90/2012 Coll., on Companies and Cooperative association. The diploma thesis is divided into five chapters that process from the general to the specific issues and focus on foreign legal orders which deal with particular aspects of shares and types of shares. The first chapter of this thesis is focused on the general concept of security, its definitional delimitation and historical development of security as other property value and thing. Furthermore, this chapter deals with the concept of participating security and its importance in the new legislation. Finally, this thesis generally focuses on the possibilities of incorporation of rights and obligations into shares. The second chapter is a crucial part of this diploma thesis and deals with types of shares as such. Firstly, this chapter focuses on the interpretation of the term type of share and its definitional features. Subsequently, there is a part devoted to basic institutes of ordinary shares and preferred shares. The third chapter is devoted to shares with special rights, namely the legally enshrined...
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Duties of members of a Limited Liability Company
Kec, Jan ; Patěk, Daniel (advisor) ; Pelikán, Robert (referee)
This master thesis provides a comprehensive view on duties of members of a Limited Liability Company (LLC) according to Act No. 90/2012 Coll., on commercial corporations and cooperatives (Commercial Corporations Act), which replaced Act No. 513/1991 Coll., Commercial Code. The content of this thesis is composed of five chapters. In the first chapter, the reader is acquainted with general characteristics of the LLC and with essential changes, which impact the LLC as a result of force of Business Corporations Act. The second chapter explains general definitions of rights, duties, and shares that subsequently allows the reader a better understanding of individual duties. The main content of this thesis is distributed between the chapters Duties arisen from act and Duties arisen from the Memorandum of Association. The division of individual duties of members of LLC is based on a categorization of duties established in the third chapter. The fundamental part of this thesis analyzes following individual duties of members of LLC: the deposit duty, the duty of liability of members of LLC, the contributory duty, the duty of fulfillment to reserve fund, the duty to past a fundamental certificate and the duty of loyalty. Furthermore, the rules on conflict of interest, the ban on competition and special duties...
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