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General meeting of limited liability company
Prokop, Lukáš ; Hurychová, Klára (advisor) ; Flídr, Jan (referee)
General meeting of limited liability company Abstract The thesis deals with the general meeting in a limited liability company. The aim of the thesis is first to analyse the nature of the general meeting as a body of a limited liability company and then to analyse the legal regulation concerning the scope, convening, conduct, decision-making and invalidity of resolutions of the general meeting. The thesis also contains several de lege ferenda considerations. The first part of the thesis focuses on the nature of the general meeting. The general meeting is classified among other bodies of the company, it is discussed what kind of body it is, who it consists of, etc. An analysis and comparison of the literature is made. Furthermore, the thesis deals with the situation when the company has a sole shareholder. The second part of the thesis is devoted to the competence of the general meeting. The competence is divided into individual components. Furthermore, selected areas of the competence of the general meeting are presented and analysed, with an emphasis on the amendment to the Companies Act of 2020. The author compares the opinions of various experts and takes his own views on the issue. Case law conclusions are also presented. The third part deals with the convening of the general meeting. It discusses the...
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Influence of a company member on the management of a limited company
Lepka, Jaroslav ; Patěk, Daniel (advisor) ; Čech, Petr (referee)
78 Influence of a company member on the management of a limited company Summary The thesis focuses on the issue of a limited company member's legal position, particularly the matter of his influence on management of a limited company. The particular member's rights relating to the management of a limited company are discussed in the thesis. Chapter One and Two provide general information on essential terms according to the subject such as different categories of companies focusing on the limited company and differences between limited and personal company and the legal position of limited company member in relation to his share. The essence of the thesis is represented by the Chapter Three dealing with particular member's rights exercising in General Meeting and in relation to the other company bodies, especially the authorized representative. The description of such a specific rights is based on disputing questions, confrontation of different opinions and the case law. Chapter Four deals with the specific problems arising out of the situation the limited company is a company with a sole member who acts within the scope of General Meeting. Chapter Five provides general overview of corporate groups with focus on the relations between controlling and controlled company and definition of controlling company....
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Competencies of the General Meeting of a limited liability company
Černý, Jiří ; Štenglová, Ivanka (advisor) ; Oehm, Jaroslav (referee)
This thesis deals with competencies of the General Meeting of a limited liability company in the Czech legal order. At the first place its aim is to define the term competencies of the General Meeting. The next main task is an in-depth analysis of each issue that falls within the competencies. The attention is concentrated predominately on how decisions about the issues concern the General Meeting as the highest body of the limited liability company, i.e. which requirements, procedures and limitations have to be complied with according to the law. The intent is to point out all the areas within the subject matter of this thesis that are ambiguous or the areas without any consistent view on them for any reason including providing with my own commentary or opinion of a possible solution. The essential part of the thesis is an analysis of a current practice of higher courts of the Czech Republic related to the subject matter of the thesis. The purpose of the first chapter is to introduce briefly the issue of the competencies of the General meeting to the reader. Its content is focused mostly on determination of a position of the General Meeting within the limited liability company comparing to the other bodies of the company. The second chapter is concentrated on defining the term competence, the...
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Position of the general meeting of a limited liability company
Štěpánková, Kateřina ; Patěk, Daniel (advisor) ; Liška, Petr (referee)
- Position of the general meeting of a limited liability company This diploma thesis concentrates on the general meeting of a limited liability company and its position within the organizational structure of the company. The goal of the diploma thesis is to provide a basic overwiev of selected institutes and analyse the relationship between the general meeting and other company bodies. This most often concerns the statutory body and possibly also the supervisory board, as a whole, or their individual members. Individual chapters are chosen as to enable to illustrate the mutual arrangement of relationships on them. The thesis is divided into two basic parts. The first part considers how the general meeting can impact on other company bodies, or their members. That's why the first chapter deals with election and dismissal of a statutory representative, or a member of the supervisory board. It for example describes the concrete process, or the possibilities, which the general meeting has in this connection. The second chapter considers the contract of execution of office, which together with the regulation of rewarding of the body members has to be compulsorily approved by the general meeting itself, the reward, which can be granted by an internal regulation approved by the general meeting and other...
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Invalidity of a resolution of the General Meeting
Maslík, Vladimír ; Patěk, Daniel (advisor) ; Štenglová, Ivanka (referee)
72 Invalidity of a resolution of the General Meeting Summary This thesis focuses on the issue of invalidity of a resolution of the General Meeting in terms of the current legislation contained in the Commercial Code (Act No. 513/1991 Coll.). Extensive space is devoted to its application in decision-making practice of the courts, especially the Supreme Court of the Czech Republic. The work is divided into 11 basic chapters. Chapter One and Two are devoted to a general description of the General Meeting as the supreme authority of the capital commercial companies and analyze the manner of decision-making. Significant space is devoted to the legal nature of the resolutions of the General Meeting, where the work confronts the various currents of opinion among professionals themselves and with the decisions of the Supreme Court of the Czech Republic. Chapter Three contains the reasons for invalidity of a resolution described with a more detailed analysis of defects, in the presence of which can be the validity of the resolution called into question. Chapter Four is devoted to nullity, as the specific case of the invalidity of the resolutions of the General Meeting, which has resulted in a breakthrough to the limits laid down in § 131, respectively § 183 of the Commercial Code. Chapter Five deals with conditions,...
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Competencies of General Meeting of limited liability company
Snížek, Martin ; Štenglová, Ivanka (advisor) ; Čech, Petr (referee)
Competencies of General Meeting of limited liability company The purpose of my thesis is to analyse competencies of a general meeting of a limited liability company, show different theoretical opinions and present my own ideas. I have chosen this topic because the limited liability company is the most common type of business entity in the Czech Republic and so I find this topic useful. The thesis is composed of Introduction, four chapters and Conclusion. Introduction defines aims and methods of this thesis. First general chapter is followed by three chapters, each of which dealing with different aspects of general meeting's competence. Chapter One is introductory and defines basic terminology used in the thesis. This chapter is subdivided into five parts. Part One describes the limited liability company and explains basic characteristics of this type of business entity set out by the Czech Commercial Code, No. 513/1991 Coll., as amended (hereinafter referred to as the ,,Commercial Code ). Part Two deals with the general meeting and it's position within the company. Part Three is concerned with powers of the general meeting and explains this term in general. Part Four is about members' decision making outside of the general meeting and Part five deals with some differences of decision making of a...
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Selected legal issues of corporate governance in the Czech Republic
Filip, Václav
The thesis is divided into several parts. The first part contains categorization of corporate governance systems and their fundamental characteristics. Author divides them according to criteria of the ownership structure and organizational structure and considers the influence of the corporate governance system to the protection of shareholders and the value of their shares. In the next part identifies three basic types of agency problems and discusses market and legal instruments that might reduce these problems. In conclusion, this chapter deals with the modern trend of regulation of quoted companies that are codices of corporate governance. The third, fourth and fifth part are the key parts with respect to analysis of domestic legal regulation. In the third part is the main focus given to the legal regulation of providing information to investors and shareholders. The field of transparency of joint-stock companies is the mostly regulated part by the European law regulation that was massively changed and lead to the strong modification of local laws regulation of new member states of the European Union including the Czech Republic as well as the developed founding members. In the fourth part is analyzed organizational structure of the quoted company with respect to the distribution of the powers between...
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Invalidity, nullity and ineffectiveness of a resolution of general meeting and other bodies of a limited company
Šutko, David ; Čech, Petr (advisor) ; Horáček, Tomáš (referee)
Invalidity, nullity and ineffectiveness of a resolution of general meeting and other bodies of a limited company Abstract This Master's thesis deals with the issue of invalidity of the resolutions of the general meeting of capital companies in the applicable private law of the Czech Republic. The introduction of this Master's thesis covers the historical development of legislation concerning the general regulation of the limited liability company and the joint stock company with a certain focus on good morals and the invalidity of the resolutions of the general meeting of the capital companies in the territory of the Czechoslovak Republic and its successor state departments. Chapter on the legal nature of the resolutions of the general meeting follows on from this historical definition. Similarly as in the case of historical development, legal nature of the resolutions of general meeting is first addressed in historical context, more specifically before the year 2014. The purpose of this analysis is to define the basic theoretical assumptions, which are also applicable to the legal nature of the resolutions of the general meeting at the time of applicability of the Civil Code and the Business Corporations Act. The chapter is concluded with a finding that the change in the legal nature of the resolutions of...
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Resolution of the General Meeting of Limited Liability Company
Mach, Lukáš ; Patěk, Daniel (advisor) ; Josková, Lucie (referee)
- Resolution of the General Meeting of Limited Liability Company The subject of this diploma thesis is Resolution of the General Meeting of Limited Liability Company. Since legal character of a resolution is mainly determined by how a legal order defines legal persons and juridical acts, the first part of this thesis discusses the theoretical grounds of legal (artificial) persons. The specifics of the current legal regulation are also mentioned afterwards. These general conceptions are then applied to the specifics of the Czech legal order and limited liability company respectively. The second chapter looks into the function of the general meeting. Specifically, issues such as convening and powers of the general meeting or attendace and voting at the general meeting, are dealt with. The third chapter analyzes the resolution of the general meeting itself. It begins with a brief historical excursion to the concept of the legal nature of the resolution. Then it looks for an answer on how the resolution is percieved nowadays. It follows the conclusions found in chapter one, when it deals in more detail with the question of whose will is manifested in the resolution of the general meeting. Furthermore, a short explanation of the juridical acts is provided. The thesis then proceeds in logical order by...
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The course of a general meeting of a joint-stock company
Sladký, Filip ; Patěk, Daniel (advisor) ; Štenglová, Ivanka (referee)
The course of a general meeting of a joint-stock company The primary goal of the following diploma thesis is to comprehensively analyse the topic in question after the recent recodification of the Czech private law. The author aims to evaluate the current legal state of the course of a general meeting of a joint-stock company by studying multiple relevant sources, outlining the most important legal aspects and reviewing some of the frequently academically discussed contemporary issues and topics. Primarily the author aims to accomplish that by thoroughly studying and examining the newest legal doctrine and some of the most important existing judicial decisions. Systematically the thesis consists of four main chapters. The first chapter contains the general introduction of the matter and a legal definition of a joint-stock company while mainly focusing on its structure and bodies. The second chapter is divided into two parts and generally focuses on the matter of participation and the legal representation on a general meeting. The first part of the chapter highlights the legal reasons of why and by whom the general meeting of a joint-stock company can be convened. The author then defines and discusses all its possible participants in the following part of the chapter. The third chapter is devoted to...
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