Czech Republic

Law on commercial corporations

PART ONE

COMMERCIAL CORPORATION

TITLE I

Part 1

Common provisions

§ 1

(1) Business corporations are commercial companies (the "Company") and cooperatives.

(2) Companies are a public company and limited partnership (hereinafter referred to as "partnership"), a company with limited liability and joint stock company (hereinafter referred to as "capital company") and the European Company and European Economic Interest Grouping.

(3) Cooperatives are cooperative and European cooperative society.

(4) European Company and European Economic Interest Grouping and the European cooperative society governed by the provisions of this Act in so far as to admit directly applicable European Union regulations governing European society, European Economic Interest Grouping or European cooperative society.

§ 2

(1) Personal company can be established only for business purposes or to manage their own assets.

(2) Activities under other legislation can only be performed by a natural person may be subject to the business or activities of a commercial corporation, if such activities will be performed by persons who are authorized under other legislation. The responsibility of the person under other laws not affected.

§ 3

(1) The provisions of the Civil Code of associations shall apply to business corporations only if provided for by this Act.

(2) imposes the obligation to make this law the injury affects pest and non-pecuniary damage to compensate.

(3) social contract under this Title and Title IV also means the memorandum and articles.

(4) a shareholder under this title shall also mean a team member.

§ 4

(1) gives to the business corporation law partner to seek for it or against a right, carries the burden of proof required person that committed the infringement, unless the court decides that it is not fair for her request.

(2) Paragraph 1 shall apply by analogy refers to a partner or former partner after another companion call, similar benefits or compensation for damage if there was an end to its position in the corporation or business was harmed by it in connection with his position in the business Corporation as provided by this Act or other legislation.

§ 5

(1) Business corporations may require that the person who violated the ban on competitive negotiations, issued a benefit, which consequently won, or that it transferred the rights arising from it, unless it eliminates the nature of acquired rights, the same applies for everyone else acquirer of the benefit or right, unless the transferee acted in good faith.

(2) The right referred to in paragraph 1 may be required for persons to apply within 3 months from the date of the business corporation for breach of this prohibition learned, but no later than 1 year after the breach; later claimed right to be disregarded.

§ 6

(1) Legal proceedings relating to the establishment, creation, modification, cancellation or termination of business corporations require a written form with an officially verified signatures, otherwise they are invalid, the invalidity of the court to take into account its own motion.

(2) Paragraph 1 shall not apply to decisions of the Supreme body of a business corporation.

§ 7

(1) References to limited liability company or team in the business papers also an indication of their capital, this information must concern only subscribed and paid-up share capital.

(2) Joint Stock Company without undue delay after its establishment, and publishes regularly in a manner allowing remote access, which is free to the public, so that information is easily accessible by entering the email address (hereinafter "website"), data that is required to be placed on business papers and other information required by this Act.

(3) Establish if a limited liability company web site shall be subject to the provisions of paragraph 2, mutatis mutandis.

(4) Paragraphs 1 to 3 shall apply mutatis mutandis to the foreign capital companies race or foreign cooperative or its subsidiary. Information on registration of foreign persons in the register of entrepreneurs in the state whose law is governed by a foreign entity is not required, unless the right of entry into such records requires or allows.

Part 2

Establishment of a Corporation

§ 8

(1) Business corporation based social contract. The social contract establishing a limited liability company, takes the form of a public document. The social contract establishing a cooperative under this Act shall be concluded by adopting the constituent meetings.

(2) if permitted by law, the company established a single founder, constituted the memorandum of association acquired in the form of a public document.

§ 9

(1) If the proposal is for an entry on the Commercial Register administered within 6 months of its establishment, apply the same effects as occur during withdrawal.

(2) The period referred to in paragraph 1 may change in the social contract.

(3) In the team after the lapse of time under paragraph 1 or 2 shall apply to all applicants for membership took back his application.

§ 10

If by that law expert is required to prepare an expert opinion, and prepare it impartially no matter for whom or for whose benefit the expert opinion drawn up.

Part 3

One-person společnost

§ 11

(1) The capital a company can establish a single founder.

(2) limited liability company may have a sole shareholder as a result of all its shares in his hands.

§ 12

(1) Scope of authority exercised in the highest one-person company to its companion.

(2) If required by this Act or another law that decisions of the highest corporate body deed was witnessed by the public, the decision has sole form of public documents.

§ 13

The contract between the single-member companies represented by the sole member and companion must be in writing with an officially verified signatures. This does not apply if such a contract in the ordinary course of business and under normal conditions there.

§ 14

Happens if the company is a single-member companies, the arrangement of the social contract that prohibit or restrict the transferability or suspension or the possibility of the transition portion is over, when a single-company account.

Part 4

Deposit

§ 15

(1) the financial statement is the value of the capital contribution to business corporations. The joint stock company, the deposit referred to as the nominal or book value per share.

(2) The deposit is something that a partner or future partner (the "depositor") undertakes to enter into business corporations for the acquisition or increase participation in it ("the deposit obligation").

(3) The deposit repayment obligation may be satisfied in cash (the "cash deposit") or by introducing other valuable things money (hereinafter referred to as "in kind").

(4) The issue rate for the purposes of this Act, a deposit and any emission or deposit premium.

§ 16

(1) For the duration of business or corporation after its dissolution a partner is not entitled to a refund of the deposit subject.

(2) Can not arrange or pay interest on the issue price.

§ 17

(1) The depositor meet the deposit requirement within the time and manner determined by law and social contract.

(2) Valuation of contributions in kind shall be stated in the Memorandum of business corporations.

(3) non-monetary contribution must be the work or services.

Manager of deposits

§ 18

(1) Before a business corporation receives and manages the objects brought in or paid deposits or part of a social contract administrator responsible for deposits, deposits administrator may be one of the founder or founders.

(2) Unless otherwise agreed, the administrator shall deposit activity under the provisions of the order under the Civil Code.

§ 19

If non-monetary contribution immovable thing is the subject of investment introduced by the depositor shall deposit administrators immovable thing and a written statement with a notarized signature of the introduction of real estate property.

§ 20

(1) Where movable non-monetary contribution, the contribution is subject to recourse administrators brought in deposits, unless otherwise determined by the social contract.

(2) Unless the nature of things possible to the actual transfer of movable assets are passed on submitting data, or other media that capture the thing passed, and documentation that captures the nature, content and other facts important to utilize in-kind contribution.

§ 21

(1) If the non-monetary contribution or part of the race, is the subject introduced by the deposit efficiency of the transfer agreement. The contract for the deposit or part of the race shall apply mutatis mutandis to the Civil Code purchase.

(2) If the non-monetary contribution receivable, the subject is introduced by the deposit of the transfer efficiency claims. The contract for deposit claims shall apply mutatis mutandis the provisions of the Civil Code of the assignment. The depositor is responsible for the collection of the amount of the award.

(3) The claim for the Confederate capital company may not be the subject of his contribution to the company, set off a claim against the company to repay the issue price can only be contracted. Netting contract must be in writing and the design approved by the General Assembly.

§ 22

In other cases, the effect introduced by non-monetary contribution of the transfer agreement between the depositor and the trustee deposits.

§ 23

(1) A financial contribution to the capital is repaid by a special account at a bank or savings and credit cooperatives (hereinafter referred to as the "Bank"), the administrator shall deposit. The bank will not allow these funds to dispose of before the capital to become effective unless it is a cover formation expenses or return of the founders of the emission rates.

(2) Non-monetary contribution of capital to bring before the start.

§ 24

(1) The Administrator shall deposit to the person who is entitled to file a petition for incorporation, a written declaration of compliance with obligations or the deposit of individual depositors. Declaration is attached to the application for registration in the Commercial Register, unless the law of ranges meet deposit obligations of incorporation is not required.

(2) Give the administrator of deposits in the declaration under paragraph 1, a higher amount than that of the deposit requirement was met, the business corporation is liable to creditors for its debts to the amount of this difference; deposit insurance administrator shall cease if no claim against the business corporation applied in court within 5 years of business corporations.

§ 25

Transfer of ownership

(1) ownership of the deposit expounded before the business corporation business corporation becomes the moment of its creation.

(2) Ownership of intangible assets recorded in a public list, which is the subject of investment, business corporation acquires ownership of writing in the public list on the statement according to § 19, the same applies for other things to which it takes ownership of the entry in list.

§ 26

(1) does not change if the business corporation ownership of non-financial investment, which is introduced, the depositor shall pay the price in money according to award the contract in the social and business corporations acceptance of the deposit back, unless it has issued or is required to take other authorized person.

(2) Converts the depositor (partner) share to another, is liable for the obligation under paragraph 1, unless the terms of the acquisition on a regulated market in a Member State of the European Union under the law governing the Capital Market (hereinafter referred to as "European regulated market ").

§ 27

(1) After the establishment of business corporations deposits her administrator shall deposit with the objects and benefits of fruits, except fruits and benefits regarding the partnership agreement determines otherwise.

(2) There shall be no business if Corporation, administrator of deposits deposit items or portions thereof with the fruits and benefits without undue delay, return to depositors; to fulfill this obligation shall be liable jointly and severally founders.

§ 28

If the price reaches the in-kind contribution on the day when it took ownership of business corporation law, above the issue price specified in the partnership agreement, the depositor doplatí difference in money to the provisions of § 26 paragraph 1 shall apply mutatis mutandis.

§ 29

The provisions of this part with the exception of § 17, paragraph 2, § 18, § 23, paragraph 1, § 24, § 25, paragraph 1 and § 27 paragraph 1 shall apply mutatis mutandis to increase capital.

Part 5

Capital

§ 30

Business Capital Corporation is the sum of all deposits.

Section 6

Share

§ 31

The share represents the participation of a partner in the business corporation and the rights and obligations arising from such participation.

§ 32

(1) Each shareholder may only have a share in the same business corporation, it does not apply for participation in the share capital companies and limited partners.

(2) 'shares in the business corporation must be represented by securities or book-entry security, unless it is a capital company, or if provided for by other legislation.

(3) Stop partner share in the business corporation can only conditions under which it can be converted; stop stake in housing co-operative may be subject to the Articles or waived.

(4) If a share in a company jointly owned, are co-owners and share a common companion to a company managed by the administrator only the common cause.

(5) If a share in ownership in the team are co-owners of common interest to members and team manager manages the common things that can only be one of the joint owners. If co-owners share in the cooperative spouses may share team to manage any of them.

§ 33

Business corporation may acquire its own share only if so provided by law.

Share of profit

§ 34

(1) Share of profit is determined by the ordinary or extraordinary financial statements approved by the supreme body of the business corporation. It can be divided only between the partners, unless otherwise determined by the social contract.

(2) Share of profit for capital companies is due within 3 months from the date on which the decision was taken to the supreme body of the corporation's business division, unless the partnership agreement or the highest authority determines otherwise. The share of profits in partnerships is due within 6 months from the end of the reporting period, unless otherwise determined by the social contract.

(3) The payment of profit sharing decisions statutory authority. If the distribution of profits and profit shares in contravention of this Act, profit is not worth it. It is understood that those board members who have a profit-sharing payment in conflict with this Act agreed, did not act with due diligence.

§ 35

(1) Share of profit will not be refunded, unless the person to whom a share of profits paid, knew or should have known that the payment violated the conditions stipulated by this Act, in good faith doubt is assumed.

(2) The period of limitation of the right to return to profit-sharing under paragraph 1 shall run from the date of payment.

(3) Paragraphs 1 and 2 shall not apply to advances in accordance with § 40 paragraph 2

§ 36

(1) Upon termination of participation of partner in the business corporation for its existence other than share or transfer the hammer in the execution procedure creates shareholder or his successors the right of settlement (the "settlement amount"), unless another law provides otherwise.

(2) Unless the partnership agreement otherwise, the amount of the share of the settlement on termination of the participation of a partner in the business of the corporation equity determined from the interim, ordinary or extraordinary financial statements prepared on the date of termination of participation of a partner in the business corporation.

(3) Paragraph 2 shall not apply if it differs substantially fair value of assets from its valuation. In this case, when determining the amount of the settlement share is based on the fair value of assets less the amount of debt reported in the financial statements referred to in paragraph 2 The social contract may specify a different method of determining the appropriate share of the settlement.

(4) settlement amount is determined by the ratio of shares of shareholders on various forms of business corporations and paid in cash without undue delay after it is or could be the amount determined under paragraph 2 or 3, unless the social contract or agreement between the business and corporate partner or member whose participation ceased to exist, or its successor shall determine otherwise.

The share of the liquidation

§ 37

(1) In winding up a corporation in liquidation, each shareholder entitled to share in the liquidation, unless the partnership agreement or shareholders agreement otherwise, this share is paid in cash.

(2) The liquidation balance shall be distributed among shareholders in the first level which they have fulfilled their obligation to deposit. Failing the remaining assets of this division, the partners involved in the liquidation in proportion to the amount paid or brought in their deposits.

(3) If He had no companions of the deposit requirement, the remaining assets distributed among the partners equally.

§ 38

(1) The remainder of the liquidation balance shall be divided equally between the partners and limited liability companies and cooperatives according to their shares.

(2) The liquidator shall pay the share of the liquidation balance without undue delay after approval of the proposal on the use of liquidation value. If the proposal is approved the use of liquidation value, decide the division upon the motion of a liquidator or a companion.

(3) Determine if the social contract, the provisions of paragraphs 1 and § 37 shall apply.

§ 39

When winding up a corporation with the liquidation of the partners is liable for its debts after its termination to the amount of their share of the liquidation, at least in so far as it liable for its duration. Between them the partners settle in the same manner as in the liability of the company. If the shareholders of the Company for debts of the company neručili, settled among themselves in proportion to their shares on the date of termination of the company.

Restrictions on dividends or other own sources

§ 40

(1) Business corporations must pay income or other funds from its own resources, nor to advance payments, if he brought about the decline under other legislation.

(2) An advance payment of the profit can be paid only on the basis of the interim financial statements from which it emerges that the business corporation has sufficient funds for the distribution of profits. The amount of advance payment of income can be higher than, the sum result for the current period, retained earnings from previous years and other funds from profit less the accumulated losses from previous years and mandatory allocation to the reserve fund. The payday advance can not use reserve funds that are created for other purposes or their own resources, which are assigned and whose purpose is not authorized to change the business corporation.

§ 41

The provisions of § 40 paragraph 1 shall apply mutatis mutandis in the provision of advances, loans or loan business corporations for the acquisition of its shares or business corporations to provide security for this purpose (hereinafter referred to as "financial assistance") and the acquisition of shares to employees at preferential terms.

§ 42

Transition share

(1) death or dissolution of a partner brings his share in a corporation the legal heir or successor, unless the partnership agreement prohibits or restricts the transition. The prohibition or restriction of transition the share in the company and housing association is prohibited.

(2) Unless the heirs during the probate proceedings in the exercise of rights attached to shares that are subject to the estate, and if appointed administrator of the estate, appoint an administrator of such court hearing the estate, upon application by any business or corporation of heirs. Manager's estate is entitled to exercise all rights attached to shares.

§ 43

The allocation of

(1) share of the Confederate general partnership and general partner interest in accordance with § 118 can not be divided.

(2) share of a limited partner under § 118 and the share of the company with limited liability can be divided only in connection with the transfer or assignment, unless otherwise determined by the social contract.

(3) The breakdown of the consent of the supreme body of a business corporation.

Part 7

Bodies corporate business

§ 44

(1) The supreme authority in a partnership, all her companions, in a limited company general meeting and the team member meeting.

(2) The supervisory body of business corporations for the purposes of this Act, a supervisory board, audit committee or other similar authority.

(3) The collective body shall appoint a President whose vote is decisive event of a tie, unless the partnership agreement for this case determines otherwise, it does not apply to partnerships.

(4) The statutory body of a partnership, each partner's.

(5) The statutory body of a limited liability company, each agent, unless the partnership agreement determines that more executives are a collective body.

§ 45

(1) In what cases are viewed on the decision of a business corporation, as it would not be accepted, shall be assessed under the provisions of the Civil Code governing associations, it does not apply to a decision that is contrary to good morals.

(2) The decision of a business corporation is regarded as if it was not adopted, even though if its content or vague or unintelligible to undertake to do the impossible.

(3) The provisions of the Civil Code of the apparent legal proceedings, the invalidity of any act, error, and legal consequences of invalidity of negotiations with the decision of a business corporation with the exception of the obligation to compensate damage caused by an invalid legal act do not apply.

(4) The decision of the business corporation act business corporation to the date of acceptance. The sole shareholder in the business scope of authority to the corporation is effective when it occurs. Against third persons operates business decision of the corporation, since they found out about it or could find out.

§ 46

(1) member of the body of a business corporation can not be the one who is blameless in the sense of the trades, and even the one in whom the occurrence of the event, which is a trade barrier.

(2) Who has become a member body of a business corporation, previously the founder of the business or corporation informs about whether his property or business property of corporations in which they operate or worked in the past 3 years as part of an organ, was led by an insolvency proceeding under any other law or proceedings under § 63 to 65 of this Act, whether or not given him the other barrier function.

(3) The legal person who is a member of the body of a business corporation, and shall meet the performance requirements set by law for itself and member of the body caused by injury to replace the business corporation, jointly and severally with a legal entity, represented by the provisions of the Civil Code of the consequences incapacity to perform the function and its losses are similarly applied to a representative.

(4) The legal representative of the person who is a member body of a business corporation, the provisions of this law on conflicts of interest, non-competitive negotiations and legal provisions on the obligation to act with due care and consequences of breach of this obligation.

§ 47

Restrictions jednatelského business corporation authorized authority social contract or other arrangement or decision of a business corporation are not effective against third parties, even though it was published.

§ 48

Legal proceedings to which consent to the highest authority in the business corporation required by law is void, the nullity may be invoked within six months from the date on which the invalidity of the person knew or ought to have to learn, but within ten years from the date when the action took place.

§ 49

(1) In the event that the control authority has given approval to conduct statutory authority to which this Act or the articles require his prior approval, or if the statutory body shall prohibit certain conduct, instead of corresponding members of the statutory authority for any damage caused by members of inspection body who are not with due diligence.

(2) If the control authority agrees to act under paragraph 1 shall be, responsible for any injury to members of the supervisory authority and statutory authority who did not act with due diligence, jointly and severally.

§ 50

If the contract without the legally required proof of an expert opinion, or contrary to such opinion, it may be the one to protect the evidence of expert opinion is to rely on other party settlement, within 3 months from the date of the party that was the conclusion of such damage, learns that the agreed consideration is lower than that implied by the expert opinion, but not later than 10 years of the contract. Settlement shall be made in cash as if it was agreed consideration by an expert. After expiry of this period, the disadvantaged party to cancel the contract.

Rules of Conduct of Members of

§ 51

(1) Carefully and with the necessary knowledge is one who can, in business decisions in good faith reasonably assume that it is an informed and defensible business interests of corporations, it does not apply if such decision has been made with the necessary loyalty.

(2) Members of the Board of the capital may request the highest authority of the business corporation to grant the order relating to business management, this does not affect his obligation to act with due diligence.

§ 52

(1) In assessing whether an organ acted with due diligence, always take into account the care that would be spent in a similar situation other reasonably careful person would if it was as a member of a similar body of a business corporation.

(2) Where in proceedings before the court considered whether an organ trading corporation acted with due care, the burden of proof that member, unless the court decides that it is not justified by demand.

§ 53

(1) A person who breached the duty of care and diligence, a commercial corporation of the benefit in connection with such an act won. If the issue can benefit, replacing it with mandatory business person in the corporation money.

(2) To conduct business corporation law limiting liability of its member institutions shall be disregarded.

(3) If the violation arose care and diligence business corporation damage it can deal business corporation under contract with the obliged person, to give effect to the contract requires the consent of the supreme body of a business corporation received at least two-thirds majority vote of all shareholders.

(4) If the court declares the resolution null and void the highest body of a business corporation approving a contract for the settlement of damages under paragraph 3, looking at her like an invalid, the date of the decision on the invalidity of the resolution runs for exercising the right to claim damages under paragraph 1 new limitation period.

The rules on conflict of interest

§ 54

(1) becomes aware of an organ if the business corporation, it may exercise its functions be a conflict of interest with his business corporation, it shall inform without delay the other members of the institution to which it belongs, and control authority, if established otherwise the highest authority. This applies to potential conflicts of interests of the members of the institution close to business corporations or persons affected or controlled by him.

(2) No member may fulfill the obligation under paragraph 1 and by informing the highest authority, unless himself as the sole member shall exercise its powers.

(3) This provision shall not affect the board member business corporations act in the interests of business corporations.

(4) Control or the highest authority may suspend for a defined period of time members of the institution, which shall conflict of interest under paragraph 1, the performance of its functions.

§ 55

(1) intends to organ trading corporation close corporation with this contract, it shall inform without delay the authority to which it belongs, and control authority, if established, otherwise the highest authority. Also specify the conditions under which contract is to be closed. This applies to contracts between corporations and the business person is a member of a close body or person affected or controlled by him.

(2) No member may fulfill the obligation under paragraph 1 and by informing the highest authority, unless himself as the sole member shall exercise its powers.

(3) The control authority shall report to the supreme authority of the information received under paragraph 1 and, if issued by the prohibition in § 56 paragraph 2

§ 56

(1) The provisions of § 55 shall apply even if business corporations to provide debt or affirm the persons referred to in § 55 or to become the co-debtor.

(2) Conclusion of a contract under paragraph 1 or § 55, which is not in the interests of business corporations, the highest of its authority to prohibit or control.

§ 57

The provisions of § 55 and 56 shall apply to contracts concluded in the ordinary course of business.

§ 58

(1) The provisions of § 51 to 57 of this Act and the rules on non-competitive negotiation shall also apply to managers, it applies mutatis mutandis to authorized procurator entrepreneur who is not a business corporation.

(2) The obligations under § 54 to 57 meet the proxy notice required the authority which appointed him.

Contract for the performance of the

§ 59

(1) The rights and obligations between business corporations and a member of its governing body as appropriate provisions of the Civil Code of the order, unless the performance of the contract, if it was made, or of this Act indicates otherwise. Provisions of the Civil Code of trust shall not apply.

(2) Contract for the performance of the equity in the company negotiates and approves it in writing, including amendments thereto, the highest organ of society.

(3) If the remuneration in the performance of the contract negotiated in accordance with this Act, the performance is free.

(4) If they agreed on the performance of the contract or agreement herein contained invalid for the remuneration due to the business or corporation unless the performance of the contract because of the obstacles to business corporations closed or approved by the highest authority without undue delay after of office of a member body of a business corporation, paragraph 3 shall not apply to remuneration and reward is determined as usual at the time of the contract or, if no contract, usually at the time of appointment as an activity similar activities performed by an organ.

(5) A member body of a business corporation may resign. But do not so at the time, which is unsuitable for business corporation. Not applicable if the social contract or the performance of the otherwise notify his resignation, the resigning member body which elected him, and his office expires within one month from receipt of such notification, approved by the competent authority of the business corporation at the request of the outgoing instant termination of the other. If that authority only companion, the functions of the expiry of one month from the date of receipt of notice of resignation to a single partner, neujednají if other termination of the moment.

§ 60

Contract for the performance of the equity in these companies also includes data on the remuneration

a) identification of all components of remuneration which belongs or may belong to members of the institution, including any kind, payments into the pension or other benefits,

b) determining the amount of remuneration or the method of its calculation and its form

c) determine the rules for the payment of special bonuses and profit for a member of the body where they may be granted, and

d) information about the benefits or compensation of the disposal of the securities or in facilitating their acquisition member of the body and a person close to him, the reward to be given in this form.

§ 61

(1) Other performance for the person who is a member body of a business corporation, rather than stemming from the right to act, the performance of the contract approved in accordance with § 59 paragraph 2, or internal regulation approved by the authority of the business corporation, the jurisdiction belongs approval of the performance of the contract may be granted only with the consent of the person who approves the contract for performance of the function, expression and control authority, if established.

(2) the supply of contract performance or functions under paragraph 1 shall be granted if performance probably contributed to the negative economic results of business corporations, unless the person who approved the contract on performance, decides otherwise.

(3) The provisions of paragraph 1 shall apply mutatis mutandis to the determination of wages and other benefits to an employee who is currently a member of a statutory body or a person close to him.

§ 62

(1) If the insolvency proceedings initiated on a proposal from a person other than the debtor under another law the court decided that the business corporation is insolvent, shall be issued by members of the institutions called upon to do so if the insolvency administrator, the benefits derived from a contract for the performance functions as well as any other benefit, which received from business corporations, and over 2 years ago before the decision on bankruptcy, if they knew or should have known, and that is a corporation of impending bankruptcy under another law, and contrary with due diligence done for the purpose of averting all necessary and reasonably predictable.

(2) If extradition under paragraph 1 may replace the board members of the derived benefit in money.

(3) Paragraphs 1 and 2 shall apply mutatis mutandis to former members of the body of a business corporation.

Part 8

Expulsion of a member of a statutory body of a business corporation from the office

§ 63

(1) During the bankruptcy proceedings bankruptcy court's own motion determines that the grounds under § 64 Geitner upadnuvší Trade Corporation, which was in office at the time of the decision on or after the bankruptcy, not a period of 3 years from the decision the exclusion act as a statutory authority of any corporation or business entity to be in a similar position (hereinafter referred to as "exclusion").

**(2) This applies as to who at the time of the decision to decline a statutory body corporate or business entity in a similar position has been, but whose previous negotiations to the decline of business corporations likely contribute.

(3) Application for a decision under paragraph 1 may be made by everyone on it has an important interest.

§ 64

(1) The insolvency court shall decide on the exclusion, will be released in the course of insolvency proceedings show that the performance of a person under § 63 with regard to all the circumstances of the case led to the decline of business corporations.

(2) The insolvency court shall decide on the exclusion of those who became a member of the Board upadnuvší business corporation after the initiation of insolvency proceedings, apparently contributed to his actions to reduce damage to the estate and creditors.

(3) The insolvency court decides on the exclusion of

a) who became a statutory body upadnuvší business corporation at the time of impending bankruptcy under other legislation, unless his conduct before the commencement of insolvency proceedings fulfilled the conditions in paragraph 1, or

b) who proves that at its meeting spent much care you would in a similar situation has made other reasonably careful person in a similar position.

§ 65

(1) Outside the cases referred to in § 63 and 64, the court's own motion decide to exclude, if it appears that a member of the Board in the last 3 years repeatedly and seriously violated the care and diligence, or other assistance which, pursuant to other legislation performance of its functions to the provisions of § 63 paragraph 3 shall apply mutatis mutandis.

(2) Paragraph 1 shall apply mutatis mutandis to the person who is required to compensate for damage arising from a breach of care and diligence.

§ 66

(1) the decision on the exclusion ceases to be the person to whom the decision relates, a statutory body in all business corporations; extinction function notifies the court that decided on the exclusion, the court which under other legislation results in the commercial register (hereinafter referred to as "registry Court ").

(2) A person who violates the prohibition on his decision to exclude, is liable for the fulfillment of all obligations of business corporations that were created during his tenure despite a ban on activities of the members of its statutory authority, although it did not become or ceased to be one.

§ 67

(1) The court's own motion determines that the person who violated the ban imposed in a decision on exclusion, re-excreted up to 10 years, § 63, paragraph 3 shall apply mutatis mutandis.

(2) The court may decide that the person for whom there are grounds for exclusion, as provided for in this Decision should remain a statutory body other business corporation if circumstances of the case show that the current performance of its functions in the business corporation does not justify the exclusion of duties, and if the exclusion could result in damage to the legitimate interests of the business corporation or its creditors.

(3) The court may decide that a person who was excluded, the conditions set out in this decision to remain a statutory body other business corporations, if the circumstances of the case show that the current performance of its functions does not justify exclusion from the exercise of functions in the business corporation and if the exclusion could result in damage to the legitimate interests of the business corporation or its creditors; of a decision may be made by exclusion of persons concerned or business corporation under this Act.

§ 68

Liability of Members of the decline in business corporations

(1) The court may, on application of the insolvency administrator or creditors business corporations decide that a member or former member of the statutory body responsible for the fulfillment of its obligations, if

a) it was decided that the business corporation is insolvent, and

b) the member or former member of the statutory body of a business corporation and knew or should have known that it is a business corporation in the impending bankruptcy under another law, and contrary to due diligence done for the purpose of averting all necessary and reasonably foreseeable.

(2) Paragraph 1 shall not apply to a member or former member of the Board business corporations, who have been appointed to the position shown in order to avert bankruptcy or other adverse economic situation and business corporations perform their duties with due diligence.

§ 69

Common provisions

(1) If a statutory body of the corporation business entity, the provisions for exclusion from the performance of a member body of a business corporation and the individual who was by that legal person intended to function as a statutory authority it exercised.

(2) This part shall apply mutatis mutandis to a person in a similar capacity as a Member of the Board.

§ 70

The provisions of this Part and Part 7 with the exception of § 44 paragraph 1, § 45, 48, § 54-56 and § 61 paragraph 1 shall not apply to the highest authority capital companies and cooperatives.

Part 9

Joint Ventures

§ 71

Influence

(1) Any person using his influence in the business corporation (hereinafter referred to as "influential person") decision to significantly affect the behavior of business corporations (hereinafter referred to as "affected person") to her injury, the injury to be replaced, unless the company proves that it can in its influence in good faith reasonably assume that it is an informed and defensible interest affected persons.

(2) fail to pay the influential person harm caused by the end of the accounting period in which the damage occurred, or in another agreed upon within a reasonable time, replaces and injury, which in this context was influenced by partners persons.

(3) influential person liable to creditors affected person for the fulfillment of those debts that they affected person can not influence the result in accordance with paragraph 1 totally or partially.

(4) Due to in paragraph 1 shall also mean the influence exercised by other persons or other persons.

(5) The provisions of paragraph 1 shall not apply to the conduct of Members of the affected person and his representative.

§ 72

Waivers cover damage

(1) Article 71 § 1 to 3 shall not apply where it is demonstrated controlling person under § 79, that the injury pursuant to § 71 paragraph 1 was in the interest of controlling entity or other person with whom you form a corporation under § 79, and was or will be compensated under this group.

(2) Loss under paragraph 1 or to be compensated, if it was or if within a reasonable time and the group settled or other appropriate consideration demonstrable advantages of membership in the group.

(3) If the result of conduct governing entity of managed decline driven person to person, paragraphs 1 and 2 shall not apply.

§ 73

Majority partner

(1) A partner who has the majority of votes resulting from participation in the business corporation, is the majority shareholder and business corporations in which the majority has, is a corporation with a majority shareholder.

(2) The total number of votes resulting from participation in the business corporation for the purposes of this part do not count votes from their own shares owned business corporation or any controlled entity, or of shares, which trade on behalf of corporations controlled by it or the person took any other person acting in his own behalf.

(3) The proportion to which no voting rights permanently, it needs to in paragraphs 1 and 2 without voting rights, even when under this Act shall vote provisionally.

Controlling and controlled entities

§ 74

(1) The controlling entity is a person who may be in the business corporation directly or indirectly exercise a decisive influence. Controlled Entity is a corporation controlled by the controlling entity.

(2) If a controlling person business corporation is the parent corporation business, and if the controlled person business corporation is a subsidiary business corporations.

(3) control person pursuant to § 79 and the majority shareholder are always controlling persons, except in relation to the majority shareholder § 75 provides otherwise. Controlled entity pursuant to § 79, each controlled entity.

§ 75

(1) It is understood that the controlling person is a person who can appoint or remove a majority of persons who are members of a statutory body corporate and business persons in equivalent positions, or members of the supervisory body of a business corporation, which is a partner, or may such appointment or enforce the appeal.

(2) It is understood that the controlling entity is the one who dealt with the share of voting rights representing at least 40% of all votes in a commercial corporation, unless the same or a higher proportion treated by another person or other persons acting in concert.

(3) It is understood that persons acting in concert, which together handle a share of the voting rights representing at least 40% of all votes in the business corporation, the person controlling, unless the same or a higher proportion treated by another person or other persons acting in concert.

(4) It is understood that the person or persons controlling parent is also the one who alone or together with persons acting in concert with it acquires a holding of voting rights representing at least 30% of all votes in the business corporation and the proportion accounted for the last 3 consecutive meetings of the highest authority of that person more than half the voting rights of persons present.

§ 76

(1) The provisions of § 54 to § 56 subsection 1 and § 57 shall apply mutatis mutandis, if the board member conduct business corporations affected by the behavior of influential or controlling person.

(2) The provisions of § 63 to 66 shall apply mutatis mutandis also to influential or controlling person, if his influence has contributed significantly to the decline of business corporations.

(3) The provisions of § 68 shall apply mutatis mutandis to the controlling or influential person.

(4) The provisions of § 60 point. d) shall apply accordingly if they are to be stated therein or rewards benefits provided or is to be able to provide their member body affected osoby influential person.

§ 77

Waste voting rights for the needs of part 9 means the possibility to exercise voting rights at its sole discretion, regardless of whether and on what legal basis are actually performed, or to decisively influence the exercise of voting rights of another person.

§ 78

Acting in concert

(1) acting in concert is that of two or more people handling voting rights to influence, control or management of a single business corporations. Persons acting in concert fulfills its obligations arising therefrom jointly and severally.

(2) It is understood that the persons acting in concert

a) a legal person and a member of its statutory authority, the people in his direct authority, member of the supervisory authority, the liquidator, bankruptcy trustees and other administrators under other legislation, trustee,

b) the controlling entity and its controlled entity,

c) influential and affected persons

d) a limited liability company and its shareholders or its shareholders only,

e) a public company and its shareholders or its shareholders only,

f) the limited partnership and its general partners or only the general partners,

g) people close under the Civil Code,

h) an investment company and its management of investment fund or pension fund or she only managed funds, or

i) persons who have concluded an agreement on the exercise of voting rights.

Concern

§ 79

(1) One or more persons subject to uniform management (hereinafter referred to as "controlled person") by another person or persons (hereinafter referred to as the "controlling person") form a group with a controlling entity.

(2) Single control the influence of the controlling entity controlled entity pursuing activities in order to promote long-term interests of the group member within a single group policy coordination and strategic management of at least one of the major components or activities within the business group.

(3) The existence of the group members without delay publish on its website, otherwise you can not proceed according to § 72

§ 80

Race controlled person and control the concern people are racing.

§ 81

(1) the controlling entity may grant institutions governed people guidance on business management, they are in the interest of controlling entity or other person you are managing person group.

(2) A member of the person or body controlled by the Chief Clerk in the performance of the functions are not deprived of their duty to act with due diligence, liability for injury, however, relieve, if they prove that they could reasonably assume that the conditions pursuant to § 72 paragraph 1 and 2 .

Report on Relations

§ 82

(1) Statutory authority controlled entity shall, within 3 months after the reporting period, a written report on relations between the controlling entity and controlled entity and the controlled entity and the same controlling entity (hereinafter referred to as "Control Report") for the previous financial year.

(2) The report on relations shall

a) the structure of relations between the persons referred to in paragraph 1,

b) the role of the controlled person in it;

c) the manner and means of control,

d) a summary of the negotiations undertaken in the last financial year, which was made at the instigation of or in the interest of the controlling person or persons controlled by such conduct if the property involved, which exceeds 10% equity controlled entity identified in the latest financial statements,

e) a summary of the mutual agreements between the controlled entity and controlling entity or entities controlled by and between

f) an assessment of whether the controlled person was harmed and the assessment of compensation under § 71 and 72

(3) has the statutory authority necessary information for the report on relations, this fact in the report give an explanation.

(4) The statutory body of the report on relations also evaluate the advantages and disadvantages arising from relationships between persons under paragraph 1, indicating that the predominant advantages or disadvantages, and what's in it for controlled person plynou risk. At the same time indicate whether, how and in what period have been or will be offset by possible injury under § 71 or 72nd

§ 83

(1) Where a controlled entity controls the authority, such authority shall examine the report on relations. The results of the review informs its supreme authority and inform him of his position, which also includes a view to compensate for damages under § 71 or 72nd

(2) If the supervisory authority in the report is the verification that the report contains defects, the statutory authority for prompt corrective action.

(3) The review report is the supervisory authority is not required if the sole shareholder, the controlling entity controlled entity, or if all members controlled entity by persons acting in concert against the controlled person.

§ 84

(1) The shareholders of the controlled entity have the right to become familiar with the report on the relations and possible opinion of the supervisory authority at the same time and under the same conditions as the annual financial statements, the findings of these reports inform the statutory authority of the shareholders at the next meeting of the highest authority.

(2) Report on Relations joins the annual report under the laws on accounting.

§ 85

(1) Each partner qualified under § 187 or 365 controlled by a person who believes that the report on relations was not prepared properly, you may request a court order for purposes of review appointed expert.

(2) Proposal of any other shareholder to appoint an expert under paragraph 1, filed earlier than the appointed expert shall be deemed to apply to the proceedings, the date of the proposal. Since the appointment of an expert are further proposals for the appointment of authorized persons expert acceptable.

(3) The right referred to in paragraph 1 may be applied within 1 year from the date of the qualified shareholder of a report on relations knew or could find a way according to § 84 paragraph 1; later claimed right to be disregarded.

§ 86

(1) The court is not bound by the expert design. Parties are controlled entity, the petitioner and the expert, responsible for local decision, the court in whose district houses the controlled entity. The motion for appointment of an expert on the court within 15 days of receipt of the proposal, otherwise, the proposed expert approved. In the event of lapse of this period, the court shall suspend the proceedings, parties that is not so.

(2) If appointed expert particularly serious breach of its obligations, any partner pursuant to § 85 paragraph 1, suggesting that the court appointed expert and a new appeal.

(3) Controlled entity will provide expert assistance necessary for an expert opinion, especially to him without undue delay at its own expense provide all necessary documents and information in the form required by the appraiser.

(4) The expert shall draw up an expert report within the period specified in the court's decision to appoint an expert, or within one month of his appointment. Does not provide the controlled entity experts necessary documents, the period runs until their grant. Expert opinion reviewing the report on relations expert doručí court that appointed him, and the person who drew zprávu under examination. The conclusions of the expert opinion doručí the applicant and persons according to § 85 paragraph 2, if these people known.

§ 87

(1) fee for processing the experts expert opinion is determined by agreement and paid by controlled entity. Unless the controlled entity and expert on the level of remuneration determined by the proposal from some of the court appointed expert. Besides the reward belongs experts reasonably incurred costs associated with the development of an expert.

(2) The court may, on application controlled entity may decide that the usual fee for an expert's expert opinion and costs pursuant to paragraph 1 shall be borne by the petitioner, if the expert opinion, it is found that the relations report was prepared properly and the proposal was manifestly unfair.

§ 88

(1) The right to nominate for appointment of an expert report is the review under § 85 paragraph 1, each partner has a controlled entity, if the report of the statutory authority under § 82 contains information that was harmed, or is not under § 71 or 72 offset.

(2) The right to nominate for appointment of an expert report is the review under § 85 paragraph 1, each partner has a controlled entity, if in the opinion of the inspection authority under § 83 paragraph 1, reservations to a report on relations, unless it is reservations may be removed pursuant to § 83 paragraph 2 and whose character is not in terms of credibility and accuracy of the report on relations decisive.

(3) The provisions of § 85 to 87 shall apply mutatis mutandis.

Special rights of shareholders controlled entity

§ 89

If the controlling party uses its influence in the controlled entity in a way which results in a substantial deterioration in the position of shareholders controlled another person or substantial damage to their legitimate interests, and therefore can not be reasonably required for them to remain in the controlled entity is each partner who is not a controlling person or a person controlled by it, is entitled to require from him his share of the controlling entity bought at a reasonable cost to the provisions of § 328 and 329 shall apply mutatis mutandis.

§ 90

(1) In assessing whether there has been a substantial deterioration in the position of the company or to any other substantial damage to their legitimate interests under § 89, the burden of proof that it happened, partner, unless the court decides that it is not justified by demand.

(2) In determining whether a substantial deterioration in the position of the company or to any other substantial damage to their legitimate interests under § 89 is due to the use of influence in the person of the controlling entity controlling, the burden of proof as to whether this occurred, controlling person, unless the court decides that it is not fair for her request.

(3) If it gets controlled entity due to the effect according to § 89 bankruptcy under another law, the status of its members has always been much worse.

§ 91

(1) share price in the process according to § 89 shall be determined based on the value of property business corporation with regard to the future operation of the plant, based on expert opinion appointed to draft a court controlled entity (hereinafter referred to as "the value of the race"). The expert determines the value of the plant controlled by the person you had at the time than a worsening position in the company or any other substantial damage to their legitimate interests. The appointment of an expert shall apply mutatis mutandis § 86, with the expert opinion shall be delivered only to the controlling entity and the petitioner and publish on the website of a warning for shareholders, which can be consulted. If the company has established a website, also deliver expert advice to members who experienced worsening of their status or other significant damage to their legitimate interests.

(2) For the purpose of the procedure under § 89 shall lapse transferability of shares available under this Act or the social contract.

Part 10

Invalidity of business corporations

§ 92

(1) After the establishment of business corporations also claim the court, even without design, invalid if

a) the memorandum was not taken in the prescribed form,

b) has not complied with the lowest amount of paid-up capital, or

c) identify the legal incapacity to act all the founder members.

(2) The legal requirement is necessary for the existence of a legal person under the provisions of the Civil Code of the invalidity of legal entities for business corporations only means putting business firms (the "Company"), the amount of deposits, the total amount of subscribed capital and of business or activity. For legal existence of the cooperative is only necessary to state the name, the amount of deposits and business activities (activities).

(3) If required by the interests of creditors void trading corporation, the obligation of members to repay the issue price even after the declaration of invalidity of business corporations.

Part 11

Cancellation and termination of business corporations and the provision of disposal

§ 93

Upon the motion of the person on it has a legal interest, or from the prosecution, if it finds compelling public interest, revoke business corporation and directs its liquidation as well, if

a) ceased all business licenses, it does not apply if it has been established to manage and own property or for purposes other than business

b) is unable for more than 1 year carry out its functions and fulfill its purpose,

c) can not operate for the insurmountable contradictions between the partners, or

d) operates pursuant to other legislation may be carried out only natural persons, without the help of these people.

§ 94

(1) The final report on the liquidation, a proposal to use liquidation value and the financial statements present the supreme authority of the liquidator of business corporations.

(2) The liquidator will ensure retention of those documents for 10 years from the dissolution of business corporations. In the event of dissolution without liquidation of business corporations ensure the preservation of these documents, its legal successor.

TITLE II

A public company

§ 95

(1) A public company is a company at least two persons involved in the management of its business or its assets and is liable for its debts jointly and severally.

(2) If the shareholder is a legal person exercises the rights and obligations companion her authorized agent, which can only be a natural person.

(3) can not be the companion on whose property was in the last 3 years, declared bankrupt or has a petition to open insolvency proceedings dismissed for lack of assets, bankruptcy or has been canceled because his property is totally inadequate; who violates this prohibition is companion happens even if the company arises.

§ 96

The company includes the designation "public company" that can be replaced by the abbreviation "public official. Com. Al. ' or "v o s". It contains the company name at least one of the partners is sufficient indication "et al"..

§ 97

**(1) **Mutual legal relations of members shall be governed by a social contract.

(2) Unless the social contract agreed otherwise, the shares of the same partners.

§ 98

The MOA also contains

a) the name of the company,

b) the objects of the Company or a statement that was established to manage their own assets, and

c) determination of shareholders the name or names and surnames, the name of a legal entity (hereinafter referred to as "name") and domicile.

§ 99

(1) The social contract can be changed only by agreement of all partners.

(2) In order to change the social contract interfered with the rights of shareholders, it is necessary to change the consent of shareholders whose rights have to hit.

(3) Each partner has one vote, unless otherwise determined by the social contract.

§ 100

If, pursuant to the social contract companion deposit obligation, fulfill it in time, manner and scope for a social contract, otherwise the money without delay after the establishment of their participation in society.

§ 101

(1) A partner who is in default in repayment of a monetary contribution, the interest on late payment of twice the interest on late payment of amounts due under any other provisions, unless otherwise determined by the social contract.

(2) A partner who is in default in complying with the deposit requirement may be from the company's highest authority after expiry of the additional period for fulfillment excluded, determines if the social contract, this does not apply if the company only two companions. The decision requires the consent of all shareholders, to vote secreted companion without taking into account.

§ 102

(1) Each partner is entitled to claim for the company in court against a fulfillment of the obligation to deposit a partner who is in compliance with the delay in this proceeding to represent it, the same applies for subsequent enforcement. The first sentence shall not apply if it was before the application has already started negotiations to exclude a shareholder of the company under § 101, paragraph 2 and in this procedure shall continue properly.

(2) An application under paragraph 1, the companion file only if it without undue delay after a company to notify you no later than one month, does not society.

§ 103

(1) If it accepts the social contract, a partner under conditions specified in the Memorandum and with the consent of all partners to fulfill its obligation to deposit the making or carrying out work or providing or providing services. In such cases, the social contract and award the work performed or services rendered or the method of valuation.

(2) If the shareholder is required for a company to perform work or provide services to it, without fulfilling its obligation to deposit, give him company share in the profits of the corresponding value of work performed or services rendered, unless the articles provide for another method of settlement.

§ 104

(1) The company will replace the shareholder expenses incurred in arranging the affairs of society and which could reasonably be considered necessary, it shall apply mutatis mutandis to the usual interest on the expenditure, calculated from the time they are incurred.

(2) The right to reimbursement may be claimed within 3 months from the time they were incurred; later claimed right to be disregarded.

(3) With the consent of all shareholders within the period under paragraph 2, a companion set off a claim for reimbursement of expenses incurred pursuant to paragraph 1 and against the interest receivable for the repayment of his deposit.

§ 105

The decision in all matters of the company is to require the consent of all partners, unless otherwise determined by the social contract.

§ 106

(1) The statutory body of all members who meet the requirements specified in § 46th The social contract may specify that the statutory body are only some members who meet the requirements specified in § 46, or one of them.

(2) Where, under the social contract of any determination of shareholders in accordance with paragraph 1 shall be irrevocable, the court may determine the proposal to cancel some of the partners, violates the intended companion particularly seriously its obligations.

§ 107

Each shareholder may inspect all documents there to control the company and the information contained herein, the same applies for společníkova representative, if bound to the same confidentiality as a partner and the company demonstrates this fact.

§ 108

(1) Each partner is entitled to claim in court for the company against another partner compensation for the damage caused to society, or to meet any of its obligations under the treaty on the settlement of damages under § 53 paragraph 3, of § 102 shall apply mutatis mutandis.

(2) A partner has no right to claim compensation for harm against another partner under paragraph 1, if it was approved the settlement agreement on damages under § 53 paragraph 3, unless the person societies caused harm, it dominates.

§ 109

(1) Without the consent of all other partners in the business partner may subject the company's business, nor for any other person or intermediary company for other businesses. A partner may not even be a member of a statutory or other body of another business corporation with a similar line of business, unless it is a concern.

(2) Social Contract may modify the prohibition of competition differently.

§ 110

(1) A partner in the company may join or withdraw from society by changing the social contract.

(2) and acceding partner is liable for the debts of the company resulting from its accession. However, it may require other companions to give him a full refund provided for filling and replace the associated costs.

§ 111

(1) Upon termination of participation in a partner is liable only for debts the company incurred prior to termination of its participation.

(2) of the shareholder can not demand that he share was paid or to be divided among the shareholders equity.

§ 112

(1) Profit and loss is shared between the partners equally.

(2) The shareholder has the right to share in profits of 25% of the amount in which the deposit has fulfilled his duty. If the company's profit to pay this amount is insufficient, distributed among shareholders in proportion to the amounts in which they fulfilled their obligation to deposit. The remaining profit is divided between the partners under paragraph 1

(3) If the partner profit share provided by § 103, paragraph 2, the provisions of paragraph 2 or 3 only on the portion of profit that is not so divided.

(4) If the social contract deviate from the provisions of paragraph 1 only for the profit-sharing or just to share the loss, true, there are doubts that this provision applies to both the social contract to share in profits and a share of the loss .

(5) Paragraphs 1 to 3 shall apply, unless the articles otherwise.

§ 113

(1) Society is deleted

a) the shareholder notice filed no later than 6 months before the expiry of the period, and the last day of the reporting period, unless the partnership agreement prescribes a period in another

b) the date of final court decision, which repeals the company

c) the death of a partner unless the partnership agreement allows inheritance share

d) termination of a shareholder of a legal person, unless the partnership agreement allows the transition to the successor in interest,

e) the day the decision on declaration of bankruptcy of one of the partners or reject the petition to open insolvency proceedings for lack of property or cancellation of bankruptcy because it is totally inadequate společníkův property,

f) the date of the decision approving the discharge of any of the partners,

g) a final regulation enforcement people share in the company of a companion, or legal power to order execution of a disability share partner in the company after the deadline specified in the invitation to meet the obligations enforced by special legislation and, if it was in this period an application for stop the execution, the decision on this,

h) the date on which any of the partners will not meet the requirements of § 46,

i) the exclusion of a shareholder pursuant to § 115, paragraph 1, or

j) for other reasons specified in the Memorandum.

(2) The cancellation of the reasons listed in paragraph 1, except for reasons specified in subparagraphs b) and h), other shareholders may in time of submitting the final report on the liquidation the liquidator changing social contract agree that the company persists even without a partner, whose relates to the reason for cancellation. This Agreement may also be associates is included in the social contract.

(3) If the company were canceled pursuant to paragraph 1. h), the partners may agree on the accession partnership that meets the requirements of § 46, and that the company also continues.

(4) effectiveness of the agreement under paragraph 2 or 3 is completed disposal.

§ 114

(1) If, after the remaining members agreed on the further duration of the company, canceled the bankruptcy of the estate of a partner for reasons other than fulfillment of the resolution or because společníkův property was totally inadequate, shareholder participation in society on the legal effect of such restores the decision, unless the shareholders, including shareholder on whose property has been declared bankrupt, agree otherwise.

(2) Paid if a company already settlement amount, revert to the participation of a partner only if it replaces the company in two months from the decision in the first sentence, participation is renewed to its original date of termination. This applies also in case of final stop enforcement people share partner or against the execution of a final stop under another law.

(3) If the company were satisfied with the reasons for revocation pursuant to § 113 paragraph 1 point. e) to g), has ceased to exist and the conditions referred to in paragraphs 1 and 2, all the partners, including partner, whose participation in society is restored, agree that the company continues.

§ 115

(1) A partner may suggest that the court, set aside, they are important reasons for it, especially if another violation companion particularly seriously its obligations or is not possible to achieve the purpose for which the company was founded.

(2) The Company may propose that the court excluded the companion that particularly serious breach of its obligations, although it was for their proper performance to be invited and made aware of the possibility of exclusion. With the filing of a petition to exclude the member must agree to the partners who have a majority in society; secreted companion to vote shall be disregarded.

§ 116

Transfer of partnership within the public company is prohibited.

§ 117

(1) Heir to the proportion who want to become a partner, is entitled to their participation in the company terminate within a period of 3 months from the date when he became heir, or to disregard this testimony.

(2) The notice period is 3 months and for the duration of the course is not obliged to share heir to participate in activities.

(3) Where a notice heir under paragraph 1 shall apply to become a partner.

TITLE III

Limited Partnership

§ 118

(1) Limited is a company where at least one partner is liable for its debts limited (hereinafter referred to as "limited partner") and at least one unlimited partner (hereinafter referred to as "general partner").

(2) The company shall give the term "limited partnership", which can be replaced by the abbreviation "comm. Al. ' or "SCS". A limited partner whose name appears in the company liable for the debts of the company as general partner. The provisions of § 95 paragraph 3 shall not apply to the position of general partners, unless otherwise determined by the social contract.

§ 119

If the common provisions of Part II of the Act and this title does not imply otherwise, shall apply to the limited partnership reasonably provisions of a public company.

§ 120

(1) Shares of a limited partner shall be determined by the ratio of their deposits.

(2) The general partners share settlement shall be determined in accordance with rules established by this Act for the settlement amount in a limited liability company.

§ 121

(1) A limited partner fulfills the obligation to deposit in the amount and manner specified in the Memorandum, or in money and without undue delay after the establishment of their participation in society.

(2) The provisions of § 103 is not the position of general partners, unless otherwise determined by the social contract.

§ 122

For debts of a company limited partner is liable with the other partners jointly and severally liable to the amount of its outstanding contribution by state commercial registration.

§ 123

The provisions on transferability of shares in limited liability company shall apply mutatis mutandis.

§ 124

The MOA also contains

a) to determine which of the partners is a general partner and limited partner who,

b) the amount of the contribution of each limited partner.

§ 125

(1) The statutory body of the company are all general partners who meet the requirements specified in § 46th The social contract may specify that the statutory body are just some of the general partners who meet the requirements specified in § 46, or one of them.

(2) Unless the partnership agreement provides otherwise, decisions on matters that do not statutory body, all members, particularly the general partners vote separately and limited partners.

§ 126

(1) Profit and loss is shared between the company and general partner. Unless the social contract other division, divides the profit and loss between the company and general partner at the half.

(2) the general partners of profits and losses allocated according to § 112th

(3) Part of profit, which fell to the company, after taxes distributed to limited partners in proportion to their shares. Limited partners do not bear the loss.

(4) Paragraphs 2 and 3 shall apply, unless the partnership agreement or a decision of all partners otherwise.

§ 127

(1) The reason for the dissolution of the company is not

a) a declaration of bankruptcy or rejection of the general partners to initiate bankruptcy proceedings for insufficient assets limited partner or cancellation of bankruptcy because it is totally inadequate komanditistův property,

b) the approval of debt relief limited partner,

c) receipt of notification of repeated unsuccessful auction in enforcement proceedings or in execution or, if not transferable limited partner interest, the final regulation enforcement people share a limited partner, or legal force execution order to share a limited partner of disability following the date specified in the invitation to meet enforcement of obligations under a special law and, if it was at this time a proposal to stop the execution, the legal force of a decision on the proposal or

d) the death or disappearance of a limited partner.

(2) The reasons referred to in paragraph 1 cause extinction of a limited partner participation in society.

(3) To cancel the limited partnership is sufficient that the requirements of § 46 does not meet any of the general partners.

§ 128

(1) The participation of a limited partner in the company recovers

a) cancellation of bankruptcy of a limited partner for reasons other than fulfillment of the resolution or because his property is totally inadequate,

b) the final stop enforcement people share a limited partner in a company or

c) stopping the final execution by other legislation, unless otherwise determined by the social contract.

(2) Paid to the settlement company already share resumes komanditistova participation, will replace him if the company in two months, participation is renewed to its original date of termination.

Limited amount of

§ 129

(1) If the social contract determines that the limited partners liable for the debts of the company in the amount specified above (hereinafter referred to as "limited amount"), enter this amount in the social contract. Unable to negotiate a lower amount limited than a limited partner makes a deposit.

(2) If the company pursuant to paragraph 1, apply to these exemptions from the treatment of limited partnerships

a) the portion of profit, which fell to the company, after taxes distributed to limited partners in proportion to their shares and limited sum,

b) loss of pay limited partner with other partners according to their share, but only to a limited amount of their assets,

c) the debts of a company limited partner is liable with the other partners jointly and severally in the amount of its limited amount incorporated when the creditor is asked to perform.

§ 130

Limited amount is reduced to the extent to which the limited partner has fulfilled its deposit obligations.

§ 131

(1) The changes are effective limited amount of their registration in the Commercial Register.

(2) If a limited partner or a company published with the consent of the limited amount of increase or otherwise notify the creditors, a limited partner is liable under § 129, paragraph 2, point. c) increased up to a limited amount.

TITLE IV

COMPANY WITH LIMITED LIABILITY

Part 1

General Provisions

§ 132

(1) A limited liability company is the company liable for the debts of its members jointly and severally liable to the extent of the deposit have not fulfilled the obligations of the state registered in the Commercial Register at the time when they were asked to creditor claims.

(2) The company shall give the term "limited company" that can be replaced by the abbreviation "spol." or "Ltd.".

§ 133

Share partner in a limited liability company is determined by the ratio of its contribution to the share attributable to the amount of capital, unless otherwise determined by the social contract.

§ 134

(1) Implementation of creditors provided by the partner because of its liability under § 132, paragraph 1 shall be counted to meet its deposit obligations due soon.

(2) If the counting is not possible, provide compensation for his companion fulfillment company. Failure to achieve a partner of payment of the company, give him compensation for the performance of his companions in proportion as they have not fulfilled their obligation under the state deposit registered in the Commercial Register to the day on which the companion was asked to perform.

Types of shares

§ 135

(1) The MOA may allow the emergence of various types of shares. Shares, which carry the same rights and obligations constitute one species. The proportion with which they are not subject to any special rights and obligations, the share base.

(2) Determine if the social contract, a companion to own more shares, and even different species.

§ 136

Different classes of shares and their contents shall be determined by the social contract.

Voucher

§ 137

(1) Determine if the social contract may be represented by the tribal share of shareholder list. If, under the social contract allowed the emergence of more shares to one shareholder, the company may issue a voucher for each share.

(2) Stock certificate may be issued only to share, whose transferability is not restricted or conditioned.

(3) Stock is a security certificate on the lines. Voucher can not be issued as book-entry security.

(4) Master sheet can not be publicly offered or admitted to trading on a regulated European market or other public market.

§ 138

(1) sheet contains Tribal

a) signs that this is a voucher,

b) unique identification of the company

c) the amount of investment per share,

d) unique identification of companion

e) indication of the proportion to which the voucher is issued, and

f) signs voucher, its number and signature of the manager or managers. The signature may be replaced by its fingerprint on the document when used simultaneously safeguards against forgery or alteration of it.

(2) If a given mass voucher also contains information about how many volets replaces, and identification of shares, which it replaces.

The list of shareholders

§ 139

(1) The shareholders shall be entered in the list of shareholders, who leads the company.

(2) The list of shareholders shall be entered the name and permanent address of a shareholder, partner or other designated address for service, its share, marking the share, corresponding amount of the deposit, the number of votes attributable to shares, the obligation to contribute to the creation of equity funds over the cash společníkův deposit (the "surcharge") associated with the share, if determined, and the date of entry into the list of shareholders. If a partner owns more shares, it shall be the amount and the corresponding amount of the deposit for each share. If the company has released several types of shares, it shall also designate them.

(3) If the company issued a voucher, writes a note on the share to which the voucher is issued, and voucher number.

(4) Society for the minutes to be recorded facts without undue delay after the change it will be demonstrated.

§ 140

Company issues each of his companion at his written request and payment of costs for a copy or extract data relating to him, and no later than 7 days of receipt.

§ 141

(1) Data entered in the list of shareholders not company may use other than for their needs in relation to shareholders. For other purposes the data may be used by the company only with the consent of shareholders, which the data relate.

(2) ceases to be a member of a partner, a company from the list of shareholders without undue delay deleted.

Deposit

§ 142

(1) The minimum deposit is CZK 1, unless the partnership agreement determines that the deposit is higher.

(2) The deposit may be defined differently by different interests.

§ 143

(1) Non-monetary contribution will appreciate the expert selected from a list of experts maintained by other legislation. Reward processing experts for an expert opinion is determined by agreement and paid by the company. Besides the fees due for replacement experts reasonably incurred costs associated with the development of an expert. In the event that the company does not arise, shall be borne jointly and severally pay the founders.

(2) The experts selected in accordance with paragraph 1 of the founders of the formation of a company, or agent.

(3) An expert shall contain at least a description of in-kind contribution, the valuation method used or the method of valuation, the amount to which kind contribution valued, and justification of how the expert came to the awards.

(4) The provisions of § 468 to 473 shall apply mutatis mutandis; any new valuation shall be conducted pursuant to paragraphs 1 and 2

§ 144

(1) The social contract in the certificate of deposit or increase in the declaration of acceptance of deposit obligations give a description of in-kind contribution, its valuation and the amount is included in the issue price. Amount to be credited to the issue price must not be higher than the valuation in the expert report or valuation under § 468 or 469th

(2) The difference between the price of in-kind contribution determined by an expert opinion or § 468 or 469 and the amount of the deposit consists of a companion deposit premium, unless the partnership agreement or decision of the General Assembly has determined that this difference or part returned to the depositor or used with the approval of companion creation of reserve fund.

§ 145

If a distribution of new shares in proportion must be maintained above minimum deposit required by this Act or the social contract, the division of shares, contrary to the account.

The Social Contract

§ 146

(1) The MOA also contains

a) the name of the company,

b) the subject of business or operations,

c) determination of shareholders the name and residence,

d) determine the types of shares each shareholder and the rights and obligations associated with them, allows the creation of the social contract of different types of shares

e) the amount of the deposit or deposits per share or shares,

f) the amount of capital and

g) the number of directors and how they act in society.

(2) social contract when a company has also

a) investment duty founders, including deadlines for its implementation,

b) an indication of the founders who determine the manager or managers, or members of other corporate bodies who are to be elected under this Act by the General Assembly,

c) determination of the administrator and deposits

d) a description of its in-kind contribution, its valuation, the amount is included in the emission rate, and determination of the expert who carried out the valuation of assets in kind.

(3) Data under paragraph 2 may be after the company and subject to the deposit obligation of the social contract to launch.

§ 147

(1) The MOA may be modified by agreement of all partners; to this Agreement shall require a public document. If foreseen in the partnership agreement may be changed by the decision of the General Assembly.

(2) Decision of the General Assembly, resulting in a change of the social contract, replaces the decision to change the social contract. Such decision of the General Meeting to certify a public document.

(3) does not follow from the decision of the General Assembly, how the changing social contract, its contents change agent in accordance with the decision of the General Assembly. The change of the social contract agent shall be recorded in a public document.

§ 148

Before submitting an application for company registration in the Commercial Register shall be paid the entire premium and deposit for each cash contribution of at least 30%.

§ 149

(1) The Company may acquire its interest, unless the acquisition of the share transfer agreement, the same applies for the acquisition of stake in its subsidiaries or a person acting in his own name on behalf of the controlled entity.

(2) A company that takes its share, this share does not carry voting rights.

(3) The right to share in the profits associated with its own share of the assets of a company terminates its maturity. Unpaid profit company transfers to retained earnings from previous years.

(4) In the event that the company acquires all of its shares, the transfer or any agent of them within 3 months of the last of them to a third party, court, or its own motion, cancel. Value of shares is determined based on expert opinion, § 143 shall apply mutatis mutandis.

Part 2

The rights and obligations of Deposit obligation

§ 150

(1) Companion to meet the deposit deadline for obligation in the social contract, but no later than 5 years from the date of the company or from the receipt of the deposit liability for the duration of the company.

(2) Deposit obligations shall not be relieved companion, unless it is a capital reduction.

§ 151

(1) A partner who is in default in repayment of a monetary contribution, the Company will default interest at twice the rate of default interest under any other provisions of the amount due, unless otherwise determined by the social contract.

(2) companion, who is in default in meeting deposit obligations of the company may exclude the general meeting. Where, more shares, the exclusion only applies to the share in respect of which the partner is in default with payment of deposit obligations, unless otherwise determined by the social contract. The expulsion of a shareholder shall apply mutatis mutandis of the Civil Code provisions governing the expulsion of a member association for serious misconduct, the provisions of the possibility of court review the exclusion shall not apply.

(3) Simultaneously with the exclusion of written notice by the excluded member, handed to her without undue delay, voucher, if it was issued, warning that otherwise it will proceed according to § 152 to 154

Obligation to submit the counterfoil

§ 152

(1) If so stipulated by law, hand over without delay companion voucher company.

(2) In case of delay in handing affiliates volets downloaded companies, according to the law of circulation for exchange, marking a new deposit or destruction, managing partners invite the manner prescribed by law and social contract for a general meeting to do so within a reasonable time to them to determine, with the caveat that are not submitted or otherwise not returned voucher void.

(3) Stem leaves not over call in extra time handed, executive declared void and a declaration without undue delay, notify the holders of ordinary sheets of the void touches to the address shown in the list of shareholders and at the same time it published.

§ 153

(1) Stem leaves, to be issued instead of ordinary leaves declared invalid, the company sells at a reasonable price. The stem leaves of sale shall apply mutatis mutandis the provisions of § 213 paragraph 1

(2) The report of the imminent sale of the former shareholders shall notify the Company, the stem leaves were declared invalid.

(3) The Company has the right to recover the costs it incurs volets declaration invalid and the issue of new ordinary leaves.

(4) Unless the new voucher process under paragraph 1 shall sell within 3 months from the declaration neodevzdaných volets invalid, decided by the General Assembly without delay to reduce the amount of capital investment in the unsold stem leaves.

§ 154

(1) A company may claim against a partner, whose voucher has been declared invalid, the payment of the purchase price or the amount equivalent to the satisfied investment duty set off claims against him arising from the declaration voucher for the invalid and the issue of new ordinary leaves.

(2) Difference company buys former companion, whose voucher has been declared void, without undue delay after the counting, or after a sale under § 153 or after the registration of capital reduction in the Commercial Register.

(3) In the event that a voucher downloaded from circulation should not be issued a new, not his being declared invalid affect the right of a former companion, whose voucher has been declared invalid, the payment of sums equivalent to fulfilled the deposit requirement.

(4) Master cast list for its replacement or destruction of society destroys without undue delay after the effective reduction of share capital or other reason for which the voucher was returned.

(5) The provisions of § 542 and 543 shall apply mutatis mutandis.

Right to Information

§ 155

The shareholder is entitled to the General Assembly and outside directors to require information about the company, inspect documents, company check data contained in the documents and other information intended for the right to social contract, the same applies for společníkova representative, if committed at least to the same confidentiality as a partner and the company demonstrates this fact.

§ 156

(1) Directors may receive information under § 155 to reject in whole or in part only if

a) for the classified information under other legislation

b) the required information is publicly available.

(2) In the event of a dispute shall, on application by a shareholder whether the company is obliged to provide information to the court, the right claimed after one month from the date of notification of refusal to provide information shall be disregarded.

(3) During the procedure under paragraph 2 is not running the limitation period for exercising the rights that are dependent on the required explanations.

Companion action

§ 157

(1) Each partner is entitled to claim compensation for the damage for the company against its directors or to meet any obligations under the agreement pursuant to § 53 paragraph 3 and in these proceedings represent the company, the same applies for subsequent enforcement.

(2) A partner has no right to claim compensation for damage against the agent in accordance with paragraph 1 when it was when it decided according to § 53 paragraph 3, unless the person societies caused the injury, is the sole shareholder or a person who controls it.

(3) Companion action may be brought as well,

a) If a company causes injury to a member of the Supervisory Board, if it was established,

b) If a company causes injury to influential

c) to exercise the right to seek a partner for the company to meet deposit obligations of the partner, who is in default to fulfill it, or

d) to exercise the rights of a shareholder to the exclusion from society court for non-deposit obligations.

(4) directors, members of the Supervisory Board or an influential person with the necessary companion action also means the one who in such position no longer, but it was at the time of injury for which compensation is after him have offices, partner required.

§ 158

Before the application of rights under § 157 to notify the executive partner in writing of its intention to the supervisory board, if it was established.

§ 159

If the authority informed the court apply the law that the company intends to apply for a companion, without undue delay after receipt of information pursuant to § 158, may exercise this right partner for the company itself.

§ 160

Ceases to be a companion to an action filed companion, partner, represented in proceedings by its legal successor.

§ 161

Share of profit

(1) The shareholders participate in profits determined by the General Assembly for distribution among shareholders in proportion to their shares, unless otherwise determined by the social contract. Unless the partnership agreement or the general meeting otherwise, shall pay the share of profits in cash.

(2) A share of profits paid to its cost and risk to the address of a partner or wire transfer to his account, unless the articles of association or resolutions of the General Meeting shall determine otherwise.

(3) The shares, which is associated with a solid share of the profits to the General Meeting of the profit share is not required. Solid profit share is payable within 3 months of the financial statements from which the right to share in the profit results.

(4) Amount available for distribution among the shareholders shall not exceed the economic result of the completion of the last reporting period plus any retained earnings from previous years, less losses brought forward and allocations to reserves and other funds in accordance with this Act and the social contract.

Surcharges

§ 162

(1) The social contract may specify that the company shareholders at the general meeting to impose an obligation to provide peněžitý allowance (hereinafter "the duty of optional").

(2) The MOA will determine what level of charges must not exceed as a whole, otherwise the resolution of the General Assembly on account of optional obligations. The MOA also determines whether and what proportion of the additional cost associated.

(3) Fees provide shareholders in proportion to their shares, unless otherwise determined by the social contract.

§ 163

(1) A partner may with the consent of the executive of the supplement and if so does the social contract.

(2) Surcharge pursuant to paragraph 1 may be provided as in-kind to the provisions of § 143 shall apply mutatis mutandis.

§ 164

(1) The shareholder who voted for the obligation of optional, the Company written notice that appears on the contribution from the company to which the obligation of optional binding. Effective performance of optional obligation expires.

(2) of the company can get off within 1 month from the date of the Annual General Meeting of optional obligations of, or the date when it was announced that the General Assembly decided on of optional obligations under § 174, paragraph 3, or that the decision was taken out of the general obligations of optional Meeting pursuant to § 177, to speak otherwise disregarded.

(3) The right to withdraw from society can be applied only companion, which fulfilled its obligation to deposit associated with the share to which the obligation of optional binding.

(4) withdrawal of a shareholder is effective the last day of the month in which they were written notification under paragraph 1 of the company.

(5) Paragraphs 1 to 4 shall not apply to determine the social contract.

§ 165

Should the companion of optional requirement shall apply mutatis mutandis § 151, unless the partner stepped out of the company under § 164th

§ 166

(1) The General Assembly may decide, provided that the surcharge will be the extent to which the loss exceeds the company returned to the shareholder.

(2) Unless the General Meeting decides otherwise, it returns extra partner in proportion to the amount in which it furnished the first returns provided to supplement partner under § 162 paragraph 1

Part 3

Bodies of the Company

General Meeting

§ 167

(1) The shareholders exercise their right to participate in the management company in general meeting or beyond.

(2) admits the social contract vote at the general meeting or general meeting of the remote, using technical means, the conditions of the voting or decision-making intended to allow the company to verify the identity of the person entitled to exercise the right to vote and determine the shares, which carry the exercise of voting rights, otherwise the voices of such a procedure or resigned to take account of members voting as follows.

(3) Terms of voting or decision under paragraph 2 shall be established by the memorandum and always shall be included in the invitation to the General Meeting or in the draft decision under § 175; does not If these conditions the social contract, identify the statutory authority.

(4) To vote at the General Meeting with the use of technical means and voting shall be in such a way that members casting their votes in writing before the meeting (the "postal vote").

§ 168

(1) The shareholder attends the General Meeting in person or by proxy. The power of attorney must be given in writing and must indicate whether it was granted for representation at one or more general meetings.

(2) The representative shall notify sufficiently in advance of the general meeting of all facts that could be of importance when considering a partner, whether in this case there is a conflict of interest with his agent.

§ 169

(1) Unless the partnership agreement otherwise, the General Assembly quorum if attended by shareholders who have at least half of all votes.

(2) Each shareholder has one vote per 1 CZK deposit, unless otherwise determined by the social contract.

(3) In assessing the ability of the general meeting a quorum is not taken into account the votes of shareholders who can not exercise the voting rights.

§ 170

General Meeting by a simple majority of members present, unless otherwise determined by the social contract.

§ 171

(1) The consent of at least two-thirds majority vote of all members is required

a) no decision to change the content of the social contract,

b) a decision which resulted in changing the social contract,

c) the decision on admission or in-kind contribution of the possibility of set-off against the monetary claim against the company's claim to meet deposit obligations, and

d) the decision on dissolution of the company with liquidation.

(2) Decisions to change the social contract, which interferes with the rights or obligations only some members will require their consent. Intervenes to change the social contract the rights and obligations of all partners, requires the consent of all partners.

§ 172

(1) Decision of the General Meeting of the facts in accordance with § 171 paragraph 1 and other facts, the effects occur and the registration in the Commercial Register shall be certified by a public document.

(2) The contents of public documents is also approved changes to the text of the social contract, if changed, and enumerated members who voted for change.

§ 173

(1) A partner does not carry voting rights, if

a) General Meeting resolves on its non-monetary contribution,

b) the General Assembly decided to exclude or to petition the court to exclude it,

c) the General Assembly decides whether to him or the person with whom it is acting in concert, be waived of the obligation or whether it should be removed from office by a member body of the company for breach of duty in the exercise of functions or

d) is in default in meeting deposit or obligation of optional fulfilling obligations to the extent of delay.

(2) The prohibition does not exercise voting rights in the event that all members act in concert.

§ 174

(1) Unless the partnership agreement otherwise, the companion absent at the meeting in writing in addition to exercise their right to vote, and within 7 days after the meeting.

(2) Voting Where, in accordance with paragraph 1 shall apply, that was when discussing this issue at the General Assembly present.

(3) The provisions of § 175, paragraph 3 and § 177 shall apply mutatis mutandis.

Deciding per rollam

§ 175

(1) exclude the social contract decisions outside the general meeting (hereinafter referred to as "per rollam decision"), send a person authorized to convene a general meeting a draft decision to the address indicated in the list of shareholders or otherwise determined by the social contract.

(2) The draft decision also includes

a) the deadline for receipt of the shareholder, designated social contract, or 15 days for the start of the run shall be the service of the companion

b) the documents required for its adoption and

c) other data, determine if the social contract.

(3) If required by this Act to the general meeting was witnessed by a public document and shall be included in the companion expression and content of the draft decision of the General Assembly to which the statement relates; signature on the statement must be officially verified.

§ 176

(1) If a partner fails to deliver within the time limit under § 175, paragraph 2, point. a) a person authorized to convene a general meeting consent to the draft resolution, rule, opposes the proposal.

(2) Most of the counts of the total number of votes of all shareholders.

§ 177

Decisions under § 175 and 176 including the day of its adoption to the company or person authorized to convene a general meeting every shareholder without delay after the date of its adoption.

Cumulative voting

§ 178

Determine if the social contract, elects the members of corporate bodies cumulative voting.

§ 179

(1) For the purpose of cumulative voting, the number of votes a shareholder is found such that the number of votes, which treats a partner at the general meeting, to multiply the number of elected seats of Members of the society. If you elect directors and supervisory board members, if it was established, to be collected for the purpose of cumulative voting shareholder votes for each institution separately.

(2) The cumulative voting shareholder is entitled to use all the voices with which it treats, or any number to a particular person or a person.

(3) If cumulative voting in the General Assembly votes on each member institution separately. In cumulative voting shall be handed over only the votes for the election of a person or persons.

(4) If a member be removed from the cumulative body of the company chosen by vote, it can be revoked only with the consent of a majority of those members who voted for his election, or their legal successors, this is not breached if the member bodies of a seriously its obligations.

§ 180

(1) If cumulative voting are selected by the person for whose election was given the highest number of votes, the vote was at least an absolute majority of votes of shareholders present at a general meeting, noted for cumulative voting.

(2) receives more than one person to the same number of votes, the vote on these people again. If the vote and repeated the same number of votes, chosen by lot.

(3) The minutes of the meeting must indicate how many votes were votes for the election or revocation of any proposed list of names of persons and those who so voted.

Convening of General Meeting

§ 181

(1) The general assembly shall convene at least one agent for the reporting period, unless the law or social contract determines that the general meeting to be convened more frequently.

(2) discuss the annual financial statements by the General Assembly no later than 6 months from the last day of the preceding financial year.

§ 182

Managing Director shall convene a general meeting without undue delay after discovering that the companies risk bankruptcy under other legislation, or other serious reasons, especially if it is to compromise the objective pursued by the company and propose to the General Assembly adoption of the dissolution of the company or other appropriate measures, unless another law provides otherwise.

§ 183

If the company does not have a manager or agent fails to fulfill its long-term obligations, shall convene a general meeting any companion. However, if the interests of the Company convene a general meeting of the Supervisory Board, if established.

§ 184

(1) The term of the General Meeting and its program partners are notified in writing at least 15 days before the meeting, unless the partnership agreement otherwise, the invitation is also part of the draft resolution the General Assembly.

(2) Notice shall be sent to the address provided in the companion list of shareholders, unless otherwise determined by the social contract.

(3) The shareholder may waive the right to timely and properly convened general meeting pursuant to paragraph 1 a written statement with a notarized signature or oral statement made at the General Meeting. Statement at the General Meeting shall be recorded in the minutes of the meeting. Certifies to the Annual General Meeting of a public document, it shall be a public statement in this document. Declaration has effect as against any subsequent assignee interest of that shareholder.

(4) directors shall always attend the meeting.

§ 185

Issues not included in the invitation can be discussed only if they are present and with the consent of all members of their discussion.

§ 186

Time and place of the general meeting must not unreasonably restrict the right of a shareholder to attend the General Meeting.

§ 187

(1) A partner or partners whose contributions amount to at least 10% of the capital or 10% of the voting rights (hereinafter called "qualified member") may ask the secretary to convene a general meeting to discuss their proposed matters.

(2) If the general meeting is not convened within one month of receipt and be made within a reasonable time, it is qualified to call himself a partner is entitled to the provisions of § 184 to 186 shall apply mutatis mutandis. Costs associated with convening the general meeting are borne by society unless it was the convening of manifestly unfounded.

Of the meeting

§ 188

(1) The General Assembly shall elect its President and the Secretary, until elected Chairman and in the event that the President was elected, governed by its general meeting convener. Unless elected clerk, the appointment shall be convener of the General Assembly.

(2) Present members of the company in the attendance list with the name and residence or domicile of a shareholder, or the name and residence of his representative and the number of votes with which the partner treated at the General Meeting. The provisions of § 413 paragraph 2 and 3 shall apply mutatis mutandis.

(3) The secretary shall prepare minutes of the General Meeting within 15 days from the date of termination and without undue delay, it costs the company sent to all shareholders; writing signed by the chairman of the meeting convener or, if not elected president, and secretary.

§ 189

(1) The minutes shall include

a) the name and address of the company

b) the place and time of the meeting,

c) the name of the President or convener and clerk,

d) The general assembly with the results of voting,

e) any refusal of the executive to provide information pursuant to § 156 and

f) Content of protest partner, agent, or member of the Supervisory Board, if established, concerning the decision of the General Meeting, if the protesting at the general meeting requests.

(2) The registration shall be accompanied by proposals, statements and list of those present.

§ 190

(1) The General Assembly shall make an order.

(2) The powers of the General Meeting to

a) the decision to change the content of the social contract, determine if the social contract or law, if there is to it by law,

b) decide on changes to the capital or in-kind contribution or admit the possibility of set-off against the monetary claim against the company's claim to meet deposit obligations

c) election and removal of directors or supervisory board, if it was established,

d) election and removal of the liquidator determines if the social contract,

e) approval of the grant and withdrawal of procurement, unless otherwise determined by the social contract,

f) deciding on the dissolution of the company with liquidation, determine if the social contract,

g) approval of the extraordinary, the consolidated financial statements and where the other copies shall be fixed by law and interim financial statements, profit distribution or other payment of own resources and losses

h) the decision to transform the company, unless the law governing the transformation of commercial companies and cooperatives provides otherwise,

i) approve the transfer or cessation of business or such part thereof, which would mean a substantial change in the existing plant structure or a substantial change in business activities or operations,

j) approval of the quiet community

k) approval of financial assistance,

l) a decision on acceptance to the effects made by the company prior to its creation,

m) decisions on the disposition of the deposit premium,

n) decide to change the type of voucher,

o) other cases which in the General Assembly conferred by this Act, other legislation or social contract.

(3) The General Assembly may reserve the decision of cases under this Act falls within the scope of another organ.

§ 191

(1) Each partner, agent, member of the Supervisory Board, if established, or the liquidator may, within the provisions of this resolution to plead the invalidity of the General Meeting pursuant to provisions of the Civil Code, the nullity of the resolution, Member Society meeting conflict with the law or social contract. It was decided outside the General Meeting or if any decision of the General Assembly adopted subsequently, the right to submit a proposal shall expire after three months from the date when the claimant knew or could find out about the decision pursuant to § 174 para 3 or § 177, but not later than 1 year after adoption. The same applies if the decision of the General Assembly only companion.

(2) This decision of the general meeting is the resolution of this contradiction with good morals.

§ 192

(1) the absence of § 191 applied by the statutory deadline, or if no motion of no invalidity granted, can not force a resolution of the General Assembly has reviewed unless another law provides otherwise.

(2) decision of the general meeting can not rely on a partner, if it is not against the resolutions of the General Assembly passed the protest, unless written protest was filed bug reporter or chairman of the General Meeting or the petitioner was not present at the general meeting, or the reasons for the decision of the general meeting could not be at that meeting to find out.

(3) If the questionable whether the protest is filed, it is considered that it was filed.

§ 193

(1) the annulment of decisions of other bodies of persons are liable under § 191 invoked only if it was this decision made at the General Meeting, the provisions of § 191 and 192 shall apply mutatis mutandis.

(2) If the company violates the general meeting or during serious law partner, the partner entitled to reasonable compensation under the provisions of the Civil Code regulating the rights of a member of the association to reasonable satisfaction.

Executives

§ 194

(1) The statutory body of one or more directors.

(2) Determine if the social contract, more executives are a collective body to the provisions of § 440 and 444 shall apply mutatis mutandis.

§ 195

(1) a manager for the business management. If the company has more executives who do not form a collective body, is required to decide on the business management of the approval of a majority of them, unless otherwise determined by the social contract.

(2) No one is authorized to give managers guidance on business management, without prejudice to § 51 paragraph 1

§ 196

Managing Director ensures proper management of prescribed records and accounts, list management and shareholders on request, inform shareholders about corporate affairs.

§ 197

Executive without undue delay after he learns that there is a change of the social contract on the basis of any legal facts, establish the full text of articles and stores them together with documents proving the change of the Collection of Deeds Register of Companies (hereinafter referred to as "collection of documents").

§ 198

(1) In case of death of directors, resignation or dismissal or other termination of his functions, select the General Assembly within 1 month of the new executive director.

(2) ceases to exist if the legal person who is managing director, the legal successor, becomes managing director of its legal successor, unless the articles otherwise. Termination of the legal person who is managing director, with liquidation, paragraph 1 shall apply mutatis mutandis.

(3) If the executive elected pursuant to paragraph 1 shall be appointed by the executive upon the motion of the person on it has a legal interest for the period before the duly elected a new executive, otherwise the company and the court may cancel the motion and ordered its liquidation .

§ 199

(1) Without the consent of all partners must CEO

a) business activity in the course of business or society, or for any other person, business or intermediary company for another,

b) be a member of a statutory body of another legal person with a similar business or activity or a person in a similar position, unless it is a concern, or

c) participate in the business of another corporation as a business partner with unlimited liability or as a controlling person of another person with the same or similar activity or business.

(2) If all members when a company or at the time were elected executive director of any of the circumstances described in paragraph 1 was expressly advised or if later, the executive pointed out in writing all her companions, it is considered that the executive action that prohibition relates not forbidden. This does not apply if any of the partners expressed disapproval of executive actions under paragraph 1 within one month from the date it was notified of the executive.

(3) The Social Contract, with the consent of all partners to identify further constraints on the executive.

(4) The Social Contract can determine the extent to which competition ban also applies to shareholders.

§ 200

Financial Assistance

(1) Unless the social contract the other conditions, the company may provide financial assistance if

a) financial assistance is provided under fair conditions, especially in terms of interest or securing financial assistance for the benefit of society,

b) the agent prepare a written report, which provide financial assistance substantive reasons, including the benefits and risks of which the company derived, indicating the conditions under which financial assistance will be provided and the reasons why the granting of financial assistance is not in conflict with the interests of society.

(2) The report pursuant to paragraph 1. b) Require the company to the collection of documents without undue delay after the General Assembly approves financial assistance, and shall be available to the shareholders at the company from sending invitations to the general meeting and must be freely available to the general meeting of shareholders.

(3) In providing financial assistance, paragraphs 1 and 2 shall not apply to financial institutions under other law regulating the activities of banks, if the usual limits of their main activities.

The Supervisory Board

§ 201

(1) The Company shall establish a supervisory board determines if the partnership agreement or other legislation.

(2) Unless the partnership agreement otherwise, the Supervisory Board

a) supervise the activities of agents,

b) look into the business and accounting records, other documents and financial statements and controls the data contained there,

c) bringing the action under § 187 and

d) to report annually on its activities to the General Assembly.

(3) Members of the Supervisory Board can not be a CEO or other person authorized by a registration act for the company.

(4) The Supervisory Board members shall apply mutatis mutandis § 198 and 199th

Part 4

Termination of shareholder participation in society

§ 202

Withdrawal of a shareholder

(1) A partner may withdraw from the company only if permitted by this Act.

(2) Unless the partnership agreement otherwise, a companion, who disagreed with the decision adopted by the General Meeting

a) alter the prevailing nature of business of the company, or

b) extension of the company, and voted against the general meeting, may withdraw from society. The withdrawal of a shareholder of the company shall apply mutatis mutandis the provisions of § 164 regarding his holdings, which voted against it.

(3) Simultaneously with the announcement of withdrawal from society partner in a company submits voucher, if issued, otherwise the performance is ineffective.

§ 203

Agreement on the termination of a partner

The participation of a partner in the company may be terminated by written agreement with an officially verified signatures of all partners and submitting voucher company has been issued.

§ 204

Exclusion of the Confederate

(1) The company may seek a court expulsion of a shareholder who violates particularly seriously its obligation, although its performance was to be invited and made aware of the possibility of exclusion, without prejudice to § 151st

(2) obligation to make a request pursuant to paragraph 1 shall not be given if the infringement had legal consequences that can not be removed.

(3) Without undue delay after the expulsion of a shareholder of the company hand over the counterfoil partner in a company, if it was issued.

§ 205

Cancellation of participation in a court companion

(1) A partner may suggest that the court revoked his participation in society, can not be fair to him to require that remained in the company, this does not apply if it is the sole member.

(2) Without undue delay after the cancellation of participation in the company of Confederate surrender partner in a company voucher, if it was issued.

§ 206

Other methods of termination of participation by a shareholder in the company

(1) Participation by a shareholder in the company terminates the refusal of an insolvency petition for lack of property or cancellation of bankruptcy because his property is totally inadequate. The participation of a partner in the company terminates the final regulation enforcement disabilities ownership interest or legal power to order execution of a business share of disability following the date specified in the invitation to meet the enforcement of obligations under other legislation and, if it was at this time a proposal to stop the execution, the decision on this proposal, if a share is transferable.

(2) Without undue delay after cancellation Confederate surrender at the partner or insolvency manager of voucher, if it was issued.

(3) The repeal of a decision under paragraph 1 shall be renewed shareholder participation. Already paid the company with a settlement amount, revert to his presence, just replace it if the company in two months from the date of final cancellation decision.

(4) The liquidation of a shareholder interest in bankruptcy shall apply mutatis mutandis § 213 paragraph 1 If there is no liquidation 'shares within six months from the declaration of bankruptcy partner, similar effects occur as the withdrawal of a shareholder of the company. Settlement amount is determined under § 214th

Transfer of

§ 207

(1) Each shareholder may transfer his share to another partner.

(2) make the social contract if the share transfer agreement under paragraph 1, one of the institutions of society and if approval is granted within 6 months of signing the transfer contract, the same effects occur, such as the withdrawal, unless the contract of transfer otherwise specified. Contract on transfer of shares shall not take effect before approval will be granted.

(3) If the authority under paragraph 2 of active or not to consent to any reason, a companion for termination of contract pursuant to paragraph 2 withdraw from society to the provisions of § 164 shall apply mutatis mutandis. Exit from the company to be one month from the date of termination of the contract pursuant to paragraph 2, to show otherwise disregarded.

§ 208

(1) Unless the partnership agreement otherwise, a companion to share transfer a person who is not a partner, only with the consent of the General Assembly. Contract on transfer of shares shall not take effect before approval will be granted.

(2) If approval is granted within 6 months of signing the transfer contract, the same effects occur, such as the withdrawal, unless the contract of transfer otherwise specified.

§ 209

(1) The acquisition of the share approaches to the social contract the transferee company. The transferor guarantees the company for debts that have been with the share transferred to the transferee.

(2) Transfer of shares to the company's effective delivery of an effective agreement on transfer of shares with an officially verified signatures.

(3) The sale of pledged shares in the exercise of lien with the consent of the competent authority is not required. In a sale of shares pledged shall apply mutatis mutandis § 213 paragraph 1

§ 210

(1) Where the proportion represented by ordinary companion certificate, enter the unique identification of the transferee by endorsement to the provisions of § 209 paragraph 1 shall apply mutatis mutandis.

(2) The effectiveness of the transfer voucher to the community notification is required and change the person submitting companion voucher company.

§ 211

Inheritance share

(1) The heir may claim cancellation of their participation in court, if there are reasons for which it is not justified to require that remained in the company, claimed the right to 3 months after final court ruling on inheritance shall be disregarded.

(2) Heir to the annulment of their participation in the court must not participate in the activities of the company, even if such an obligation determines the social contract, unless the other partners agree otherwise in writing.

(3) Participation in the company of an heir can not be canceled, if it is the sole member.

§ 212

Loose share

(1) share of a partner whose participation ceased otherwise than by transfer of shares shall be deemed to share relaxed.

(2) If a transfer switch or share limited or excluded, paragraph 3 shall not apply and the company dispose of shares according to § 214 and 215

(3) The proportion of companies the costs loose as a representative and dispose of it under § 213 or 215th

(4) The rights and obligations associated with the released share can not perform.

Transfer of shares released and settlement amount

§ 213

(1) The Company sells loose is at least a reasonable cost without undue delay. Shareholders have pre-emptive right to commercially trade share. The use of the option to purchase more partners, distributed relaxed ownership interest between the shareholders in proportion to their shares.

(2) The proceeds from the sale are net of costs and set-off pursuant to paragraph 2 settlement company and share it without undue delay after the sale to pay the beneficiary or placed in official custody.

(3) The Company may be obtained from the proceeds from the sale of reasonably incurred costs deducted and set off a debt for a partner whose participation in the company disappeared. Extinguished completely offsetting the deposit obligation, he is liable to whom a right to the settlement amount, the deposit for the fulfillment of obligations of the acquirer shares.

§ 214

(1) Unless the proportion of loose sold within 3 months under § 213, paragraph 1 and 2 above shall be determined share of the settlement on termination of participation in accordance with § 36 paragraph 2 and the company it within 1 month after the three month period under § 213, paragraph 1 and 2 shall pay to the holder.

(2) Pursuant to paragraph 1 may proceed without the fulfillment of the requirements of § 213, if provided by the social contract.

§ 215

(1) Without undue delay after the settlement payment of interest under § 214, but no later than one month from the date of such payment, a decision released by the company of the share transfer for consideration at least equal share of the settlement paid to the remaining shareholders in proportion to their shares, or reduce capital contribution of a partner whose participation in the company ceased to exist; If the company fails to comply with this obligation, the court's own motion it shall cancel and order its liquidation.

(2) The decision referred to in paragraph 1 shall comprise the General Meeting and for its adoption is necessary two-thirds majority vote of all members; decision to certify a public document.

(3) a decision under paragraph 1 of title to shares passes to the partners according to their shares.

Part 5

Changes in capital

Section 1

Increase in share capital

Subsection 1

General Provisions

§ 216

(1) The registered capital can be increased

a) acceptance of deposit obligations to increase the existing deposits or a new deposit

b) from its own resources or

c) a combination of ways to increase the share capital referred to in subparagraphs a) and b).

(2) The effects of an increase in capital acquisition deposit obligations arise and the takeover by introducing deposit obligation or repayment of the prescribed part, unless the General Meeting to raise capital, that occur later. Effects of increasing the capital can not be later than the new capital of incorporated. The effects of an increase in capital from its own resources or a combination of methods referred to in paragraph 1 point. a) b) occur at the moment write the new amount of capital in the Commercial Register.

§ 217

If the capital increase registered in the Commercial Register, meet depositor deposit his duty, even if the resolution of the General Meeting to increase the share capital or a declaration of acceptance of deposit obligations invalid or ineffective. This does not apply if the court by a decision of the general meeting to increase capital.

§ 218

(1) Resolution of the General Meeting to increase the registered capital shall be deleted and the deposit obligation shall cease, as well

a) unless an application for registration of capital increase in the Commercial Register within 2 months of the decision of the General Assembly to raise capital

b) the legal power of the court's decision to reject an application for registration of capital increase in the Commercial Register, or

c) the expiry of two months from the final court decision rejecting the application for registration of capital increase in the Commercial Register, if not filed within the same period this proposal again.

(2) In the event that was canceled the General Meeting to increase the capital receipt of deposit or obligation of the Court held invalid, the company returned to the persons concerned without undue delay, the issue price paid along with the usual interest. Unless provided otherwise in this Act, the provisions of § 236 to 238 as appropriate.

(3) The procedure under paragraph 2 of the directors published court decision pursuant to paragraph 1. b) and c) or a court ruling declared invalid the resolution meeting.

(4) Issued when a company already in the capital increase new stem leaves or leaves existing stem or exchanged for new notes on the original stem mapped out a new stake and resolutions of the General Assembly has repealed under paragraph 1 or the Court held it invalid, ask agent without undue delay, the owners of ordinary leaves, so that the company submitted. If the company replaced the stem leaves or leaves existing stem mapped out a new deposit amount, indicated on the original cast of ordinary sheets of deposit or exchange the voucher with the original amount of the deposit.

Subsection 2

The capital increase acceptance of deposit obligations

§ 219

(1) The capital increase in cash is permissible only when the current cash balances are fully paid, unless the increase is the creation of new shares.

(2) Increase in non-monetary capital contributions is permitted prior to this repayment. Managing Director to the General Assembly a written report stating the reasons for the increase in non-monetary capital contributions and justify the amount to be included on the emission rates.

§ 220

(1) Shareholders have a preferential right to participate in the capital increase, the increases in cash deposits, certificates of deposit and acceptance of responsibilities.

(2) Deposit obligations are entitled to assume the partners in proportion to the amount of their shares, unless the agreement of all partners shall determine otherwise.

(3) The social contract may be preferred shareholders the right to exclude, limit or determine the rate at which they are shareholders entitled to assume the obligation to deposit.

§ 221

Companion can be pre-emptive right to waive in writing with a notarized signature or a statement at the General Meeting, a statement shall be in the public instrument of resolution of the General Assembly and shall have effect as against any subsequent assignee of this společníkova share.

§ 222

(1) If a partner does not use pre-emptive rights within the time specified social contract, or within 1 month from the day when he learned of the decision of the General Assembly to increase the share capital or the decision to increase capital taken out of the General Meeting, the deposit requirement assume the consent of the General Assembly anyone, the same applies, excluding the social contract or pre-emptive right of shareholders to give up the companion of a right under § 221st

(2) With the consent of the General Assembly may be obliged to deposit up to the proposed capital increase also any companion.

§ 223

Resolution of the General Assembly has

a) the amount by which the capital increase,

b) the deadline for receipt of deposit obligations

c) determining the type of shares be made, if new investment partner for a new share or

d) a description of in-kind contribution and the amount to be included on the companion issue price as determined on the basis of expert opinion or procedure under § 468 or 469,

e) the deadline for submission of voucher or receipt for a new voucher.

§ 224

(1) assume the obligation to deposit a written statement that contains

a) the amount of the deposit per new share and the amount of new shares, increasing the amount of deposit per existing share and the amount of the deposit and any share premium,

b) a description of in-kind contribution and the amount to be included on the companion issue price as determined on the basis of a study

c) the deadline to meet deposit obligations, and

d) a statement of any future partner that treats the social contract.

(2) The signature on the declaration under paragraph 1 shall be certified and this statement becomes effective delivery of its society.

(3) The netting claims underwriters for the company to meet its obligation to deposit obligation or part thereof is closed before the application for registration of the new amount of capital in the Commercial Register.

§ 225

(1) were taken over the obligation to increase the deposit or the new deposit within the time specified by the General Meeting, the General Meeting of the capital increase is repealed and the deposit obligation shall cease.

(2) Should there be any effects under paragraph 1, the company returns to the beneficiaries without delay emission rates paid along with the usual interest.

§ 226

(1) In order to stem the leaves marked a new deposit, or if they are to be exchanged for ordinary leaves new stem leaves with a new amount of the deposit, ask agent without undue delay, the owners of ordinary sheet that is handed in within the time specified by the General Assembly to mark new deposit or to exchange a voucher with a new amount of the deposit. The provisions of § 152 to 154 shall apply mutatis mutandis.

(2) To be issued to raise new capital stem presses, executive invite depositors to take a new voucher within the time specified by the General Assembly. The provisions of § 152 to 154 shall apply mutatis mutandis.

Subsection 3

The capital increase from own resources

§ 227

(1) The General Meeting may decide to increase the capital from its own sources reported in an approved regular, special or interim financial statements in equity, unless these resources are assigned and the company is not entitled to change their purpose.

(2) Net income can not be used to raise capital on the basis of interim financial statements.

§ 228

The capital increase can not be greater than the difference between the amount and the amount of equity capital.

§ 229

(1) As a result of an increase in capital from its own resources to change the amount of deposits existing shareholders in proportion to deposits, unless the partnership agreement allows more shares and the General Assembly decided that creates a new share.

(2) In order to create this new equity, there must be a new share to all shareholders, unless that right companion in accordance § 221 waives, in proportion to its existing deposits.

§ 230

(1) In order to stem the leaves marked a new deposit, or if they are to be exchanged for ordinary leaves new stem leaves with a new amount of the deposit, ask agent without undue delay, the owners of ordinary sheet that is handed in within the time specified by the General Assembly to mark new deposit or to exchange a voucher with a new amount of the deposit. The provisions of § 152 to 154 shall apply mutatis mutandis.

(2) To be issued to raise new capital stem leaves, invite the executive members, it is assumed that within the time specified by the General Assembly. The provisions of § 152 to 154 shall apply mutatis mutandis.

§ 231

(1) Increase in share capital from its own resources is only possible if part of the financial statements, under which the General Assembly decided to increase, audited with an unqualified opinion.

(2) The Company prepares financial statements for the purposes of a decision under paragraph 1 of data collected by the date from which the day meeting decision to raise capital from its own resources, not older than 6 months.

(3) In case the company of an interim financial report finds reducing its own resources, not data from the ordinary or extraordinary financial statements, but will come out of this interim financial statements.

§ 232

General Assembly resolution on capital increase from own resources has

a) the amount by which the capital increase,

b) identification of own source or sources from which capital increases, broken down by the structure of equity in the financial statements

c) the amount of new investment partner or shareholder of a new deposit, or

d) determine the shares made, if new investment to the new share

e) the deadline for submission of voucher or receipt for a new voucher.

Section 2

Reduction of capital

§ 233

General Assembly resolution on reduction of share capital has

a) the amount by which the capital is reduced

b) a statement as to change the amount of deposits of members, or their number,

c) an indication of whether an amount corresponding to the reduction shall be paid in whole or in part, shareholders or whether it will meet the deposit waiver from the obligation or which otherwise will be loaded with this amount,

d) the deadline for submission of voucher.

§ 234

The amount of the contribution of each shareholder as a result of a decision to reduce capital decreases in proportion to the existing deposits. As a result of the decision to reduce the share capital may also occur to extinction společníkova deposit, if yet another deposit, or in the case of the share or the company released its declared invalid voucher. The General Meeting may with the consent of all partners decide to reduce their deposits unevenly.

§ 235

(1) A reduction in share capital must not fall above the individual contributions of members below the amount determined by the law or social contract, unless there is a dissolution of the deposit pursuant to § 234th

(2) In order to be in the context of capital reduction to reduce the amount of deposit issued by the stem or leaves to their withdrawal, casting is a company within the period specified in the decision to reduce capital. The provisions of § 152 to 154 shall apply mutatis mutandis.

§ 236

(1) Directors shall publish a resolution on reduction of share capital within 15 days of its adoption twice with an interval of 30 days.

(2) Executives also known creditors in writing invite the company to the company whose claims arose before the time of the adoption by the General Assembly to reduce capital to register their claims to the company within 90 days after the last publication, unless it is a reduction in capital purpose of covering losses.

§ 237

(1) The company shall provide the lender, which in time logs his claim against the company, reasonable assurance that it will satisfy the claim or, unless otherwise agreed with the lender.

(2) The provisions of paragraph 1 shall not apply to worsen with the reduction of capital recoverability of claims against the company.

(3) If a creditor that has worsened the recoverability of receivables and the company denies it, the court will decide whether it belongs to the creditor sufficient collateral. The provisions of § 238 shall apply mutatis mutandis.

§ 238

In the event that the company and the creditor in the manner of its debt agree to decide on the appropriate security court with regard to the type and amount of the claim; court, the decision demonstrates the Court Registry for filing petition for reduction in capital.

§ 239

(1) The effects of capital reduction occurring at the moment write the new amount of capital in the Commercial Register.

(2) Reduction of the share capital entered in the Commercial register court only if

a) evidence that the deadline under § 236, paragraph 2, when logged in that period, no creditor of his claim,

b) submitted to the company's statement that it has no creditors who are entitled to the security or satisfaction of their claims, corresponds to such a statement to the fact

c) demonstrated to the satisfaction of the claim or reasonable assurance of its effectiveness or agreement pursuant to § 237 paragraph 1,

d) Submission of an effective agreement with creditors who are entitled to satisfaction or securing their claims to the satisfaction of their rights,

e) demonstrated adequate collateral under the court's decision under § 238th

(3) In the event of a declaration under paragraph 2. b) and the Agreement pursuant to paragraph 2. d) does not need to meet the deadline specified in § 236 paragraph 2

(4) If a reduction of share capital entered in the Commercial Register, shall be carried out, even if the General Meeting's resolution to reduce capital invalid or ineffective. This does not apply if the court by a decision of the general meeting of the reduction in capital.

§ 240

(1) Society will handle the corresponding reduction in the amount of capital after the capital reduction is entered in the Commercial Register.

(2) If the court declares the resolution of the General Meeting of the capital reduction to be invalid, it returns those that have adopted performance due to a reduction in capital, the performance of the company and society if released stem leaves

a) return the stem leaves them withdrawn from circulation;

b) they will issue new ordinary leaves,

c) withdraws from circulation voucher to exchange for ordinary shares leaves with higher vkladem or to indicate a higher deposit.

(3) The procedure under paragraph 2 shall apply mutatis mutandis § 152 to 154

Section 6

Repeal of

§ 241

(1) Agreement on the dissolution of the company shareholders to form a public document.

(2) A partner may also seek dissolution of the company in court on the grounds and under conditions determined by the social contract.

§ 242

(1) have been issued if the stem leaves are entitled to repayment upon liquidation of returning the company to challenge a liquidator.

(2) If a partner leaves stem liquidator fails to return the call, the liquidator shall apply mutatis mutandis procedure under § 152 to 154

(3) Count of stem leaves liquidator immediately destroyed.

TITLE V

JOINT-STOCK COMPANIES

Part 1

General Provisions

§ 243

(1) joint-stock company is a company whose capital is divided into a number of shares.

(2) The company shall give the term "joint-stock company" that can be replaced by the abbreviation "akc. Al. ' or "SpA".

§ 244

(1) The company treated the same terms to all shareholders equally.

(2) The legal act whose purpose is unreasonable advantage at the expense of shareholders of any company or other shareholders, shall be disregarded unless otherwise provided by this Act or would be prejudicial to third persons who have such a legal act in good faith reliance.

§ 245

Participating securities are securities issued by companies with which is connected to the share capital or voting rights in that company, and securities issued by companies with which the right to acquire such securities.

§ 246

(1) The registered capital is expressed in Czech crowns. In the event that a joint stock company led by a special Act of accounting in euro capital may be expressed in euros.

(2) The capital of the company is at least CZK 2 million, or EUR 80 000.

§ 247

The issue price of the stock

(1) issue price of shares shall not be less than the nominal value of shares.

(2) The issue price piece shares shall not be less than its carrying value. Book value of shares is determined by piece so that the amount of capital divided by the number of issued shares of piece.

Share premium

§ 248

(1) If the issue price of shares higher than its nominal or book value, the difference consists of the share premium. If the amount paid to the issue price or redemption price of the inserted in-kind contribution determined articles of the General Assembly or lower than the issue price of shares, credited with the first performance of the share premium.

(2) If the amount paid for the repayment of issue price or price inserted in-kind contribution determined by the statutes or the General Assembly under this Act is not sufficient due to the repayment of the nominal or book value of shares subscribed, count gradually due to the repayment of the nominal or book value of individual shares unless otherwise determined by the statutes or in accordance with agreed otherwise.

§ 249

The difference between the price of assets in kind and the nominal or accounting value of shares to be issued to shareholders in return is considered share premium, unless the statutes or decisions of the General Assembly determined that this difference or its part is returned to the subscriber or that it applies to the creation of reserve fund.

Part 2

Establishment of

§ 250

(1) The creation of the adoption of the statute requires. Those who received the articles and participate in the subscription of shares, the founder.

(2) The statutes also contain

a) the name and the subject of entrepreneurial activity,

b) the amount of capital,

c) the number of shares, their nominal value, determining whether and how many shares will be for registered or owners, or whether they will be issued as uncertificated securities, or an indication of the transferability of shares, where applicable, whether the shares are immobilized,

d) if they are to be issued shares of different species, their name and a description of the rights associated with them,

e) the number of votes attached to shares in one way and vote at the general meeting, if they are to be issued shares of different nominal value, the statutes also the number of votes related to that of the nominal value of shares and total number of votes in the company,

f) an indication of which of the internal structure of the company was chosen, and the rules determining the number of directors or supervisory board,

g) other information, if provided for by this Act.

(3) the incorporation statutes also contain

a) data on how many shares subscribed by the founding fathers, for which the issue price, method and period for repayment of such issue price and issue price of deposit will be repaid

b) what amount must be paid at the time the capital of the company,

c) if, if the issue price of shares filled by non-monetary deposits, the depositor's name, a description of non-monetary deposits, as well as the number, type and nominal value of shares to non-monetary contribution for this issue, their form or statement to be issued as uncertificated securities papers, and determination of the expert who carried out the valuation of assets in kind,

d) determining the price of non-monetary contributions in establishing the company,

e) at least approximate the amount of costs in connection with the establishment of the company incurred

f) an indication of the founders who determine the company's board members, who shall be elected according to the statutes the General Assembly,

g) designation of the controller and deposits

h) if they are to be issued shares as dematerialized securities, the number of securities accounts, which are to be dematerialized shares issued.

(4) The information referred to in paragraph 3, after the company and subject to the deposit obligations of statutes omitted.

Award-kind contribution

§ 251

(1) Price-kind contribution shall be determined on the basis of an expert report prepared pursuant to other legislation, but must not be higher than the amount determined by an expert. The experts chosen to set up the company's founders, otherwise the board of directors.

(2) an expert's opinion oceňujícího kind contribution includes at least

a) a description of in-kind contribution,

b) the ways of his awards and an indication of whether the price obtained in-kind contribution of at least used methods úhrnnému emission rate of shares to be a company issued as consideration for the kind contribution and

c) the amount to which kind contribution valued.

(3) an expert's opinion under paragraph 1 company stores in the collection of documents.

(4) processing fee for an expert opinion is determined by agreement and paid by the company. Besides the fees due for replacement experts reasonably incurred costs associated with the development of an expert. In the event that the company does not arise, shall be borne jointly and severally pay the founders.

§ 252

Deposit Administrator shall provide each subscriber with written confirmation that contains

a) the type, number and nominal value of the subscribed shares, the form or information that will be issued as uncertificated securities

b) the total amount of issue price of shares subscribed and

c) the extent of repayment of issue price of shares subscribed.

§ 253

(1) Establishment of a company is efficient, if everyone paid back the founder of any share premium in the aggregate at least 30% of the nominal or book value of shares subscribed at the time specified in the statutes and the bank account specified in the statutes, but not later than the time the application for registration of the Commercial Register.

(2) If the obligation under paragraph 1 and § 26, společnost not enroll in the Commercial Register.

§ 254

(1) Any special advantage granted to any person who participated in the founding of the company shall be determined in the statutes and the person identified in them.

(2) If the obligation under paragraph 1, the legal act on the basis of which any person at the time of incorporation granted an advantage is not taken into account, it can be remedied by amendment to the statutes approved by all shareholders.

§ 255

Consideration of property acquisition company from the founders and shareholders within two years after the company

(1) If a company comes from the founder or shareholder within 2 years after its foundation property for a consideration exceeding 10% of its subscribed capital must be

a) the remuneration is set so as not to exceed the value of the acquiree's assets provided expert opinion to the provisions of § § 251 and 468 to 473 shall apply mutatis mutandis, and

b) the acquisition, including the fees, approved by the General Assembly.

(2) Paragraph 1 shall not apply to the acquisition of property

a) in the ordinary course of trade

b) on the initiative or under the supervision or supervision of a public authority, or

c) on a European regulated market.

(3) Paragraphs 1 and 2 shall apply mutatis mutandis, occurred as a result of conversion to change the legal form of joint-stock company, the period provided for in paragraph 1 runs from the date of conversion efficiency.

(4) If the remuneration is determined under paragraph 1, the board members who voted for the acquisition of property, did not act with due diligence and founder shareholder returns or the company a sum exceeding the price set by an expert opinion.

Part 3

Shares and other securities issued by joint stock company

Section 1

Akcie

§ 256

(1) The stock is a security, or book-entry security with which they are linked to the shareholder's rights as a shareholder to participate under this Act and the Company in its management, its profits and liquidation when the liquidation.

(2) The repayment of issue price of shares represent shareholders' rights and obligations of the outstanding stock, the absence of a provisional certificate. Outstanding shares may be transferred under the provisions of the contract assignment, consent to be required. The provisions of § 285, paragraph 3, the transferor's liability shall apply mutatis mutandis.

(3) If the shares issued, although the issue price was paid, the paragraph 2 and paragraph 1 § 321 and § 523 paragraph 1, mutatis mutandis.

(4) The outstanding shares pursuant to paragraph 2, the unissued shares referred to in paragraph 3 and the interim certificates, the provisions of this Act on the stock, if this does not preclude their nature or other provisions of this Act.

§ 257

Routine akcie

(1) Determine if the statutes so provide, the company may issue shares, which have no par value and represent the same shares in the capital of the company (the "piece Shares").

(2) If the company issues a piece shares can not issue or have issued shares with a nominal value.

(3) share capital at akcie piece determined by the number of shares. On one piece share grants one vote, unless the statutes permitted the issue of shares with different weighting of votes.

(4) If the company issued a piece shares, apply the provisions of this Act that relate to the nominal value.

§ 258

(1) The statutes may provide that employees may acquire its shares or shares of related companies under special conditions listed in paragraph 2

(2) The statutes or the decisions of the General Assembly to raise capital, they may determine that the employee does not have to repay the issue price of the subscribed shares or may acquire under other special conditions, if any difference between repaying part of the issue price and the price or the emission rate and the cost is covered from its own resources.

(3) Paragraphs 1 and 2 shall apply to employees who retired.

§ 259

(1) Shares obsahuje

a) an indication that it is a share

b) unique identification of the company

c) nominal value,

d) identification of types of shares unless the share was issued as a book-entry security, and

e) shares unambiguous identification of shareholders and

f) the type of shares, or with reference to the statutes.

(2) ordinary shares may not contain data on the species. Piece shares must contain the term "routine actions".

§ 260

(1) Shares includes a serial number and signature of the member or members of the Board. The signature may be replaced by its fingerprint on the document when used simultaneously safeguards against forgery or alteration of it.

(2) If the shares issued as book-entry security, it is sufficient that the information provided in § 259 are ascertainable from the records of dematerialized securities. The numerical designation of dematerialized shares are required only in cases where this is for the shares provided by law.

§ 261

Shares in the same company may have a different nominal value.

§ 262

If the issued public shares, also contains information on how many shares and what type it replaces.

§ 263

Form of shares

(1) Shares may take the form of security to order or bearer, the same applies for the dematerialized shares.

(2) Shares in the form of bearer securities is referred to as bearer shares. The Company may issue bearer shares only as a book-entry security or immobilized securities, the same applies also to change the form or the form of shares.

(3) Shares in the form of security to order is referred to as shares.

List of Shareholders

§ 264

(1) The registered shares are entered in the register of shareholders, who leads the company. Issued if the company dematerialized shares, the statutes may provide that the list of shareholders is replaced by the records of dematerialized securities.

(2) The list of shareholders are recorded indicate the type of shares, its nominal value, the name and permanent address of the shareholder, the bank account held by a person authorized to provide banking services in the state, which is a full member of the Organization for Economic Cooperation and Development, the designation of shares and changes in recorded data.

(3) The register of shareholders shall be entered in the separation or transfer of separately transferable rights.

§ 265

(1) It is understood that in relation to the company's shareholder a person who is enrolled in the list of shareholders.

(2) A new owner writes to the list of shareholders without undue delay after it will change those shareholders demonstrated.

(3) In the event that caused the shareholder that is not registered in the list of shareholders or that registration is not true, can not claim the invalidity of the resolutions of the General Assembly because his company on that account did not allow participation in general meetings or voting power.

§ 266

(1) The Company will issue each of its shareholders at its written request and payment of costs for a copy of a list of all shareholders who own the shares, or required of the list, without undue delay of receipt of the request. Bank account number entered in this list will provide under the conditions listed in paragraph 2

(2) other persons will provide information on the list of shareholders as provided by law regulating the business on the capital market for the provision of data by the person leading register of investment instruments, or with the consent of the shareholder to which the registration relates.

§ 267

(1) Data entered in the register of shareholders, the company used only for their needs in relation to shareholders. For other purposes the data may be used by the company only with the consent of shareholders, which the data relate.

(2) a shareholder ceases to be a shareholder, a company from the list of shareholders without undue delay deleted.

§ 268

The provisions of § 264 to 267 shall apply mutatis mutandis also for the outstanding shares and interim certificates.

Shares

§ 269

(1) Registered shares shall be transferred by endorsement, which shall contain a clear identification of the acquirer.

(2) The effective transfer of shares to the company requires notification of the change and the person submitting the shareholders of shares of the company.

§ 270

Statutes may transferability of shares reduced but not eliminated.

§ 271

(1) In the event that the transferability of shares subject to the consent authority, company, contract for the transfer of such shares shall not take effect before approval will be granted.

(2) If approval is granted within 6 months of signing the transfer contract, the same effects occur, such as the withdrawal, unless the contract of transfer otherwise specified.

(3) If the limited transfer of shares otherwise than in accordance with paragraph 1 and if the shareholder transfers shares in contradiction with that limitation, the transfer of shares invalid.

§ 272

(1) Where the statutes make the transferability of shares authorized by the authority of society, may also determine in what cases and under what conditions the competent body of the company is obliged to consent, or in which cases must refuse consent.

(2) Unless the competent authority of the company in two months from receipt of the request, the approval was granted.

(3) Where the competent body of the consent to transfer of shares granted, although not required by statutes to refuse consent, the Company without undue delay of receipt of applications that share a shareholder purchases at a reasonable price. The deadline for exercising the right to purchase shares is one month from the date on which the shareholders received a decision to refuse the transfer of shares, the provisions of § 329 paragraph 1 and 2 shall apply mutatis mutandis.

§ 273

(1) If the transfer of shares in the name of the statutes is limited, the same rules as for their suspension.

(2) The sale of pledged shares in the exercise of lien with the consent of the competent organ of the company is not required.

§ 274

Bearer shares

(1) Bearer shares are freely transferable.

(2) Bearer shares may be issued only as book-entry security or immobilized securities. Shareholders are not entitled to demand the release of immobilized their shares from public custody.

§ 275

Book-entry shares

(1) book-entry shares are freely transferable, unless the statutes limit their transferability. The transferability of uncertificated shares shall apply mutatis mutandis to limit the transferability of shares.

(2) Transfer of dematerialized shares is effective to the company, if it proved Changing shareholder statement of account owner or the date of delivery or receipt of an extract from the issue of shares under the law governing business in the capital market.

(3) The rights attached to the book-entry shares executes a person who is registered in the records of dematerialized securities as of the day as owner of shares, and if not set the record date, the date on which law applies, unless it is established that the entry in the dematerialized securities is not true.

Types of events

§ 276

(1) Shares with special rights, which carry the same rights, form a single species. Shares which does not carry any special law, the ordinary shares.

(2) Shares, which carry a right to an interest independent of the economic results of the Company is prohibited.

(3) The shares with special rights may be associated in particular is different, hard or subordinate share in the profits or liquidation, or a different weighting of votes. The shares of the same nominal value which can be combined for various specific rights.

§ 277

(1) Special rights and their content shall be determined in the statutes. In case of doubt as to their content upon the motion of a company or its shareholders

a) decide what special law is associated with shares, if the circumstances clear that such special law expresses the will contained in the statutes or this will be the closest in content, or

b) if it is not possible to proceed according to a), decide that the shares are ordinary shares.

(2) If the court decides, pursuant to paragraph 1. b) the owner of shares, of which species it was decided to require that the company shall it shares up to 1 month after the court decision was bought at a reasonable price, unless the question was obvious at a time when the shares acquired to the provisions of § 329 paragraph 1 and 2 shall apply mutatis mutandis.

Preferred shares

§ 278

(1) Shares, with which are associated with preferential rights for profit or other own sources or the liquidation company is the preferred shares.

(2) Unless otherwise specified in the statutes are issued preferred shares without voting rights. If required by this Act, voting at a general meeting in accordance with the type of shares, the owner of preferred shares without voting rights entitled to vote at a general meeting.

§ 279

Shares to which no voting rights, may be issued only if the sum of their nominal value shall not exceed 90% of the capital.

§ 280

(1) From the day following the day on which the General Assembly decided that the preferred share of the profits will not be repaid, or the date of default in payment of profit sharing, becomes the owner of preferred shares the right to vote until the General Assembly decides priority for payment of profit-sharing or time of payment, if the company is in default of its payment.

(2) The owner of preferred shares, which temporarily gained the right to vote under paragraph 1 shall be entitled to vote even in the range of the agenda at the general meeting which will decide the priority for payment of profit sharing.

Self-transferable rights

§ 281

(1) The transfer of shares shall be transferred all rights attached thereto, unless otherwise determined by law.

(2) The right to payment of profit, a preferential right to subscribe for shares and convertible bonds and bonds, the right to share in the liquidation and other similar property rights statutes are designed separately transferable.

(3) Determine to do so in accordance with this Act statutes, or this Act may be entitled under paragraph 2 otherwise associated with the action from the stock and associated with a separate security issued to the share.

(4) The voting rights attaching to shares can not be transferred separately.

§ 282

(1) If the company gave the order to enter separately transferable rights associated with shares in the register of dematerialized book-entry securities transfers this right to transfer the registration of dematerialized securities. The procedure of registration of separately transferable rights to its transfers and shall apply mutatis mutandis to other legislation governing the issuance and transfer of uncertificated securities.

(2) The law, which was issued securities under § 281, paragraph 2 or which have been registered under paragraph 1 shall not transferred together with one share.

(3) Transfer and separation separately transferable rights shall be indicated on the share register or in book-entry securities.

§ 283

Self-transferable right, unless the cases mentioned in § 282, the transfer agreement on the assignment.

§ 284

The effective date

(1) In cases specified by law or in the cases determined by this Act, the statutes or decisions of the General Assembly may separately transferable rights related to securities or book-entry security, or other related rights enforceable against the company only person who is the authorized to exercise the right to a certain date specified in this Act, the statutes or decisions of the General Meeting (the "record date"), even if that occurs after the closing date for the transfer of securities or separately transferable rights.

(2) In the event that the company has issued shares and shareholder rights can only be performed by a person who had the rights to the effective date, she is a person who was the decisive day in the list of registered shareholders.

(3) It is understood that those who exercise the right referred to in paragraph 1 společnosti prove ownership of the shares to the owner, was entitled to exercise this right as of the day.

§ 285

Scrips

(1) Determine if the statutes may be rights and obligations attached to shares outstanding associated with the provisional certificate.

(2) Interim certificate is a valuable paper on the series, which includes

a) the term "interim list"

b) unique identification of the company

c) unique identification of the owner of the interim certificate,

d) the nominal value of the sum of the nominal value of outstanding shares

e) the number of shares to be replaced by interim certificate, or an indication of their form, it replaces the book-entry shares, as appropriate, determine their type,

f) the paid and unpaid issue price of shares and the repayment period for a

g) the signature of a member or members of the Board. The signature may be replaced by its fingerprint on the document when used simultaneously safeguards against forgery or alteration of it.

(3) The transferor is liable for the debts of the company that had been provisional certificate transferred to the transferee.

Section 2

Exchangeable bonds and preferred

§ 286

(1) Determine if the statutes so provide, the company may by resolution of the General Assembly to issue bonds, which carry the right to exchange for shares or priority bonds, which include the right to preferential subscription of shares.

(2) Issue of convertible bonds in accordance with paragraph 1 may be linked to exchange them for shares already issued or the current company's decision on the conditional capital increase. Priority issue of bonds is tied to the current decision of the conditional capital increase.

(3) Applies to the approval of the priority issue of bonds under paragraph 1 of the General Assembly at the same time to limit shareholders' preferential right to subscribe for shares, to the extent in which they may, in accordance with the terms and conditions and this decision of the General Assembly to exercise its preferential right bondholder to the provisions of § 488, paragraph 4 shall apply mutatis mutandis.

§ 287

Resolution of the General Assembly to issue bonds under § 286 includes

a) the face value of bonds and of the revenue from them,

b) the number of bonds

c) place and deadline for exercising the rights of the bond, specifying how it will be announced the beginning of the run, the deadline for exercising the right to exchange bonds for shares (the "Exchange Law") or pre-emptive right to subscribe for shares may not be less than 2 weeks

d) the type, form, number and nominal value of shares that can be exchanged for one bond, or to subscribe, the form or statement to be issued as uncertificated securities, the nominal value of shares that may be exchanged for convertible bonds shall not be higher than the sum of the nominal value of convertible bonds for which can be exchanged

e) the proposed issue price of bonds, or a way to be specified for the board or commission to determine the amount thereof, including the determination of the lowest possible level at which the issue price may be determined.

§ 288

The convertible and priority bonds shall be subject to other legislation governing the bonds, unless this Act provides otherwise.

§ 289

In the event that issued convertible bonds or bonds as dematerialized securities, the exchange or preferential right to apply for whom this law according to records of dematerialized securities testified at the date could be done first.

§ 290

(1) Each owner of a bond has priority preferential right to subscribe for new shares under the terms and conditions for, subscribe to the shares in cash.

(2) The Board shall notify the manner specified in terms of emissions, but always also on the website of the issuer, the bond owners of priority information containing at least

a) place and deadline for applying pre-emptive rights that can not be less than 2 weeks, indicating how the owners of priority bonds announced the start of that period,

b) the type, nominal value and number of shares to be subscribed for a bond, the form or information that will be issued as book-entry securities with the fact that you can only subscribe for all shares

c) emission value of the stock underwritten using pre-emptive right or way to be fixed, or information that the Board was authorized to set its size, and

d) the date under § 289 for the exercise of preferential rights, if the priority bonds issued as uncertificated securities.

(3) Preferential right of priority associated with the bond expires the deadline for his execution.

§ 291

(1) Preferential right of priority associated with the bond is transferable separately from the date specified in the General Meeting.

(2) If the priority is limited transferability of the bond, similar restrictions also apply for the transfer of priority rights.

§ 292

(1) The shareholders have a preferential right to acquire convertible bonds or bonds.

(2) The preferential right referred to in paragraph 1 shall apply mutatis mutandis the provisions of this Act on preferential right to subscribe for shares, including provisions on the closing date and self-transferability of pre-emptive right.

§ 293

(1) The limitation or exclusion of pre-emptive right shall not be considered if, in the Annual General Meeting will subscribe to all exchangeable bonds or preferred securities dealer under a provision of securities issue, if this contract contains an obligation for brokerage firms to sell to persons with preferential right to acquire convertible bonds or bonds, at their request, at a specified price and time for bonds acquired in the range of their priority rights.

(2) The sale of convertible bonds or preferred broker shareholders shall apply mutatis mutandis the provisions of this Act on preferential subscription right of shares, including provisions on the closing date and self-transferability of pre-emptive right.

§ 294

(1) A shareholder may be pre-emptive rights to acquire convertible bonds or bonds to give up even before the decision of the General Assembly, which shall issue a decision.

(2) Waiver of right of priority shall be in writing with a notarized signature or at the General Meeting deciding on the issue of convertible bonds or bonds. Waiver of pre-emptive rights at the General Meeting shall be a public document attesting to the General Meeting.

(3) Waiver of right of priority shall have effect as against any subsequent assignee of the shares.

Section 3

Securities to exercise any options

§ 295

(1) The Company may issue pre-emptive right to exercise warrants.

(2) Warrants are bearer securities.

(3) Warrants may be issued as book-entry security.

§ 296

Warrants the

a) an indication that it is an option list,

b) unique identification of the company

c) determine how many shares and what form or how many shares to be issued as uncertificated securities, what kind or how many bonds of what form or how many bonds to be issued as uncertificated securities, and in which the nominal value can be obtained from the optional sheet, and

d) the time and conditions for exercising the right.

§ 297

(1) and warrants the serial number and signature of the member or members of the Board. The signature may be replaced by its fingerprint on the document when used simultaneously safeguards against forgery or alteration of it.

(2) In the event that warrants were issued as uncertificated securities (hereinafter referred to as "book-entry option list"), it is sufficient that the information provided in § 296 are ascertainable from the records of dematerialized securities. To be issued book-entry warrants, puts society is a person who keeps records of dematerialized securities, the command to write the book-entry warrants asset account in the records of dematerialized securities, if preferred exercised within a specified time after the conditions for issuance of securities. At the same time the company will give the command to cancel those warrants, of which the prior right claimed, or if no right arising therefrom applied in a given period.

Section 4

The subscription and acquisition of own shares

§ 298

(1) A company may not subscribe for shares.

(2) The company may acquire shares under the conditions stipulated herein.

§ 299

(1) Owners of shares subscribed in contravention of § 298 paragraph 1 shall become founders or increases in the capital board members, such owner shall pay the issue price.

(2) The owner of shares pursuant to paragraph 1 shall not exercise until the issue price of redemption rights associated with the subscribed and unpaid shares.

§ 300

A person in his own name but on behalf of the subscribed shares shall be considered as the shares subscribed to your account.

§ 301

(1) The Company may itself or through another person acting in his own name and on behalf of a company to acquire its own shares only if it was fully repaid their issue price, and only if

a) the acquisition of own shares resolved by the General Assembly,

b) the acquisition, including shares acquired by the company previously and still own, and shares acquired on behalf of another person acting in his own name, does not cause a reduction in equity under the subscribed capital plus funds which are not under this Act or articles distributed to shareholders, and

c) the company has the resources to create a special reserve fund to own shares if the fund required under § 316.

(2) Resolution of the General Assembly pursuant to paragraph 1. a) modify the details of the anticipated acquisition of shares, at least

a) the maximum number of shares to be acquired, and their nominal value,

b) the period during which the society on the basis of this mandate Shares Becomes, not longer than 5 years, and

c) the highest and lowest price at which the power is given, while the acquisition of shares for consideration.

§ 302

Society can not itself or through another person acting in his own name and on behalf of a company to acquire its own shares if it would have brought about a decline under other legislation.

§ 303

To meet its obligations under § 301 and 302 corresponds to the board of directors.

§ 304

(1) The provisions of § 301 paragraph 1 point. a) shall not apply to the acquisition of own shares in order to avert grave harm to society is imminent, or if so stipulated in this Law.

(2) If the company pursuant to paragraph 1, the Board following the General Meeting of the reasons for and nature of the acquisition, the number and nominal value of shares acquired, or have a nominal value, the accountable par, of the subscribed share capital that they represent, and of the consideration given for the shares.

§ 305

The provisions of § 301 paragraph 1 point. a) does not apply to the acquisition of own shares by a company or through another person acting in his own name on behalf of the Company for resale to employees; disposes acquired shares in companies at least 1 year from the date of their acquisition.

§ 306

(1) The Company may acquire its own shares without meeting the conditions under § 301 to 303 when it comes to

a) to implement the decision of the General Meeting to reduce capital

b) as a universal legal successor, or in connection with the acquisition of plant or part thereof,

c) due to the implementation of obligations under other legislation or court decisions to protect minority shareholders

d) due to failure to repay the issue price shareholder, or

e) in court auction for the enforcement of recovery against the owner of the paid-up shares.

(2) The company may acquire shares in accordance with paragraph 1, with the exception of the acquisition pursuant to paragraph 1. a) the nominal value or piece shares to their book value reaches 10% of the capital. If the company will acquire shares referred to in paragraph 1 with the exception of the acquisition pursuant to paragraph 1. a) the amount referred to in the first sentence, disposes, within 3 years from the date of their acquisition of the portion exceeding 10% of the capital or the nominal or book value of more than 10% of the capital reduce capital and shares canceled.

(3) A company that obligation under paragraph 2 fails, the court may revoke its own motion and order its liquidation.

§ 307

In case of acquisition of own shares Board report contains the company's business and its assets as well such data

a) the reasons of acquisition, which occurred during the accounting period

b) the number and nominal value or, if the piece issued shares, book value of shares acquired and stolen during the reporting period and their share in the subscribed capital which they represent,

c) the number and nominal value or, if the piece issued shares, book value of shares owned by companies and their share in the subscribed capital, at the beginning and end of financial year

d) In case of acquisition or transfer for consideration, provided consideration for the shares and

e) the person from whom the number of shares acquired, unless they were acquired on a European regulated market.

§ 308

(1) Legal actions by which a company in contravention of this Act, acquired own shares is valid, unless the transferor has not acted in good faith.

(2) Shares acquired in contravention of this LAW, disposes, within 1 year from the date of their acquisition, otherwise it will lose, and reduce their nominal or book value of capital.

(3) A company that obligation under paragraph 2 fails, the court may revoke its own motion and order its liquidation.

§ 309

(1) A company that acquired own shares does not carry with them voting rights.

(2) The right to share in the profits associated with the shares owned by the Company terminates his maturity. Unpaid profit company transfers to retained earnings from previous years.

§ 310

The company may take its own shares as collateral under the conditions set out in this section for the acquisition of own shares; restriction does not apply to banks and financial institutions in respect of trades concluded in the ordinary course of business.

Financial Assistance

§ 311

Financial assistance may have provided, determine if the statutes and subject to at least the following conditions

a) financial assistance is provided under fair market conditions, particularly in respect of interest or securing financial assistance for the benefit of society,

b) the Board properly investigate the financial capacity of the person to whom financial assistance is provided,

c) provision of financial assistance approved in advance by the General Assembly, based on reports of the Board under subparagraph d) to take the decision requires the approval of at least two thirds of the votes of shareholders present,

d) The Board shall draw up a written report in which

1. provide financial assistance substantive reasons, including the benefits and risks of the company arising,

2. specify the conditions under which financial assistance will be provided, including the price at which shares will be receiving financial assistance obtained

3. drawing conclusions of the examination of financial eligibility under subparagraph b),

4), reasons for the granting of financial assistance in the interest of society is to help financial assistance for the acquisition of shareholdings from providing financial assistance shall be the price at which such shares will be obtained, reasonable,

e) provision of financial assistance will not reduce the subscribed equity capital plus funds which are not under this Act or the Statutes distributed to shareholders, taking into account any reduction in equity, which may occur when a company or other person on his behalf shall its shares

f) the company creates in the amount of financial assistance granted special reserve fund, § 317 shall apply mutatis mutandis.

§ 312

Report pursuant to § 311 point. d) Require a company without undue delay after the General Meeting approved the financial assistance, the collection of documents. The report shall be available to shareholders at the company from the date of convening the general meeting called to approve financial assistance and must be located within the same period the company's website and must be at that meeting freely available to shareholders.

§ 313

If financial assistance be provided to board members, controlling person company, a member of its statutory authority or a person acting with the company or any of the above persons in concert, or a person acting in his own name but on behalf of the above persons review the report under § 311 point. d) the company and these individuals generally recognized independent expert designated by the Supervisory Board. In his written report will assess the accuracy of the written report of the Board and shall refer specifically to whether the provision of financial assistance is not contrary to the interests of society to the provisions of § 312 shall apply mutatis mutandis.

§ 314

The provisions of § 311 point. a) to d) and § 312 shall not apply at the company to purchase its own shares or shares in the company's employees to staff its subsidiaries companies. Such shares to employees must be within 1 year from the date of their acquisition.

§ 315

The provisions of § 311 paragraph 1 point. a) to c) and f), § 312, § 313, second sentence, the semicolon and § 314 shall not apply to provide financial assistance to banks and financial institutions, as is the usual limits of their main activities.

The special reserve fund for own shares

§ 316

(1) A company that is recognized in balance sheet assets of its own shares, it creates the same amount of the special reserve fund.

(2) Special reserve fund company canceled or reduced if the shares in whole or in part, stolen or used to reduce capital.

(3) The Company is not entitled to use a special reserve fund except as provided in paragraph 2

§ 317

The creation or addition of a special reserve fund company may use retained earnings or other funds which may be used at your discretion.

Special provisions for groups of companies

§ 318

(1) This section shall apply by analogy to the subscription, acquisition of shares and stopping the controlling entity controlled by a person with the exception of § 304, § 306 paragraph 1 point. a) d) and § 309 paragraph 2 and the provisions for reductions in capital.

(2) Controlled person who acquired shares nezcizí controlling person, the court may cancel and order its liquidation.

§ 319

(1) The provisions of § 318 shall not apply if the controlled entity

a) act on behalf of another person, unless acting on behalf of the person controlling it, or on behalf of another entity controlled by the controlling person

b) is a trader in securities and in the case of negotiations carried out as part of its business as a dealer in securities, or

c) acquired the status of the controlled entity to acquire shares.

(2) The voting rights attached to shares acquired pursuant to paragraph 1 may not be exercised and the shares are included in calculating the ratio of equity share capital pursuant to § 301 paragraph 1 point. b).

§ 320

This section shall also apply mutatis mutandis to cases where the shares of a third person takes his own name on behalf of or on behalf of companies controlled by the person.

§ 321

(1) This section shall apply mutatis mutandis also to the outstanding shares, interim certificates were issued to, and other participating securities outstanding, unless this Act provides otherwise.

(2) Outstanding shares or own scrips or other outstanding equity securities only be acquired free of charge.

Section 5

Public offer to purchase or exchange of securities

§ 322

(1) Who makes public the draft contract to purchase or exchange of securities, it shall proceed according to § 323 to 325, without prejudice to the rules for takeover bids in accordance with the Law on takeover bids, public draft of the contract pursuant to the transformation of commercial companies and cooperatives, and rules for public offer of investment securities under the Act on Capital Market.

(2) Offer or purchase of securities exchange to a wider circle of persons otherwise than through a public contract proposal under paragraph 1 shall be prohibited. This does not apply if someone intends to offer redemption or exchange of securities

a) less than 100 persons

b) the aggregate nominal value does not exceed 1% of capital, or

c) exclusively regulated on the European market.

(3) Articles of Association may provide that at the participating securities do not apply paragraphs 1 and 2 and § 323 and 324, when an offer to buy or exchange during a consecutive 12 months made only to shareholders owning the securities together, the nominal value does not exceed 5% of the capital, this does not apply if the obligation to make public the draft contract law or other regulation.

§ 323

(1) The petitioner shall publish a public draft of the contract the manner provided by law and the company whose equity securities it intends to acquire (the "target company"), for convening the meeting.

(2) A public contract proposal contains at least

a) the name and permanent address of the applicant, particulars of sale or exchange contract, including data on the amount of consideration offered for each of the securities or the method of its determination,

b) the binding public the draft contract,

c) the grounds on which a public draft of the contract held.

§ 324

(1) The petitioner shall deliver a public version of the draft contract with a request for an opinion under paragraph 2 of the target company within 10 working days before publication.

(2) The Board of Directors of the target company handles public opinion on the draft contract and delivered to the applicant within 5 working days from the date on which the target company's contract proposal delivered to the public. For the content of this opinion shall apply mutatis mutandis the provisions governing the contents of the views of the target company under the law on takeover bids.

(3) If the directors of the target company violates the obligation to draw up an opinion, jointly and severally liable for the debt of compensation for the damage caused to the appellant pursuant to § 329th

§ 325

(1) petitioner draft contract with the public opinion of the Board shall publish the target company, if it passed at least 2 working days before the date of publication of public contract proposal.

(2) The provisions of paragraphs 1 and § 324 shall not apply if the petitioner herself the target company.

§ 326

(1) The public draft of the contract may not be withdrawn once it has been made. Change public draft of the contract is only possible if in its expressly stated or, if more convenient for applicants, such changes will be reflected in all contracts already concluded.

(2) The provisions of the takeover bids, to conclude the contract and the withdrawal procedure, including partial or conditional offer, shall apply mutatis mutandis.

Compulsory public draft contract

§ 327

Compulsory public draft contract is a public contract proposal made by the petitioner to fulfill the obligations imposed by law to purchase the securities.

§ 328

(1) If it is a mandatory public offer to contract, the amount of reasonable compensation to the value of securities. Proposer shall demonstrate the adequacy of consideration expert opinion to the provisions of § 251, paragraph 2 shall apply mutatis mutandis.

(2) Validity Period of the public proposal under paragraph 1 shall not be less than 4 weeks from the date of its publication in accordance with § 323 paragraph 1

§ 329

(1) if the applicant has breached an obligation to make public the draft contract, there is the legitimate owner of securities entitled to include the applicant contract for the purchase of securities for adequate consideration and the petitioner will be obliged to accept such a proposal.

(2) If the proposal is accepted within 15 working days of its receipt, it may be a legitimate owner of the securities contract claim in court or to demand compensation for the damage, not later than within 6 months from the date it was served with the closure agreement pursuant to paragraph 1 of § 390 paragraph 3 to 5 and paragraph 7 shall apply mutatis mutandis for damages.

(3) If it appears that the owners of the securities that were subject to public the draft contract, or received under the contract do not receive adequate consideration, can claim that their consideration is called the petitioner to the provisions of § 390 paragraph 3 to 5 and paragraph 7 shall apply mutatis mutandis.

§ 330

If they are subject to mandatory public offer to contract the securities which are admitted to trading on a regulated European market, the applicant shall design of the public the draft contract of the Czech National Bank, and evidence of the adequacy of the consideration offered for each participating securities; expert opinion pursuant to § 328 paragraph . 1, in this case required if the applicant otherwise properly justify the adequacy of consideration.

§ 331

(1) The Czech National Bank may, within 15 working days of receipt of a public contract proposal to issue a decision on the prohibition to make public the draft contract, or a call to eliminate defects in design, including insufficient justification adequacy of consideration.

(2) Issue a prohibition decision to make public the draft contract is the first procedural step; party to the proceedings before the Czech National Bank is the only applicant. Call to remove the defects referred to in paragraph 1 shall include instruction about the importance of its failure may have, and it is issued outside the administrative proceedings.

(3) The period referred to in paragraph 1 shall cease on the date of issue calls for removal of defects in the petition and ending not earlier than 15 working days from the date of expiry of the period to put the proposal.

(4) If the applicant fails to submit the draft contract or a public justification of the proposed consideration within the period specified in the invitation referred to in paragraph 1, or if the public contract proposal still shows defects, the Czech National Bank shall issue a decision on the prohibition to make public the draft contract.

§ 332

Mandatory public offer agreement pursuant to § 330 may be made only after vainly deadline for a decision on the ban to make public a draft agreement under § 331, unless the Czech National Bank before the expiry of the period under § 331 shall notify the applicant that it has completed the review.

Compulsory purchase of securities

§ 333

(1) Society, the General Assembly decided to exclude the securities from trading on a regulated European market, it will do within 30 days of this decision the draft contract.

(2) Paragraph 1 shall not apply if the securities traded on a regulated European market in which the issuer fulfills reporting obligations under the Act on Capital Market Undertakings or under similar arrangements state that is party to the Agreement on the European Economic Area.

§ 334

The Board of Directors without undue delay, notify the General Meeting of the exclusion of securities from trading on a regulated European market of the Czech National Bank and the regulated market on which they are traded, and publish the manner prescribed by law and the convening of the meeting.

§ 335

(1) If the decision by the General Assembly to change the type of shares or to limit the transferability of registered shares or dematerialized shares, or about the tightening will make the company on those shares within 30 days of entry of such facts in the Commercial Register of the public contract proposal.

(2) The Board shall, without undue delay in a manner determined by law and statutes for convening the meeting day, which was changed the type of shares or to restrict the transferability of the shares in the Commercial Register.

§ 336

In the public document attesting to the General Meeting must be mentioned by the owners of securities who voted to exclude from trading on a regulated European market, or to change the type of shares or to restrict the transferability of shares.

§ 337

Submitting them to the Czech National Bank pursuant to § 330, the time limit under § 333, paragraph 1 or § 335 places, in the course continues to the date on which the petitioner is entitled to make public the draft contract, or the date of the decision pursuant to § 331 paragraph 1 or 4 becomes final.

§ 338

Compulsory public draft contract must be determined by those who were at the date of the meeting the owners of the securities and for taking a decision under § 333, paragraph 1 or § 335 paragraph 1, did not vote.

§ 339

(1) An authorized person pursuant to § 338 may waive the right to repurchase the securities.

(2) Waiver of rights under paragraph 1 shall be in writing with a notarized signature or must be made at a general meeting, a statement of waiver of the general meeting shall be a public document attesting to the General Meeting.

(3) Waiver of rights under paragraph 2 shall have effect as against any subsequent assignee of the shares.

§ 340

Company pays the price of the securities acquired by compulsory public contract proposal within one month from the day following the date of expiry of the binding public the draft contract.

§ 341

Shareholders who voted to change the type of shares, restrictions on transferability of shares, the tightening or withdrawal of securities from trading on a regulated European market, buys securities from a company acquired by the company under § 333 to 340, according to the ratio of nominal values their shares or units by the number of shares owned by them, within 3 months from the date on which the company bought for the price the company paid for them, plus interest at the usual time the company has made public the draft contract. This does not apply if the company can sell shares more advantageously.

Section 6

Exchange of shares

§ 342

She decided to change the General Meeting of the type or form of shares or a share split to more shares with a lower nominal value or combination of multiple shares into one share, the company may issue new shares and set a deadline for submission of shares to the exchange after this change will incorporated.

§ 343

For the procedure for exchanging shares for shares of another type or form or in exchange of shares after the split or combination of multiple shares into one share with § 526 and § 531, paragraph 2 shall apply mutatis mutandis.

Part 4

The rights and obligations of shareholders

Deposit obligation

§ 344

(1) A shareholder shall pay the issue price of shares subscribed by the time specified in the statutes or decisions of the General Assembly to raise capital, but no later than 1 year from the date of effectiveness of the company or from the capital increase.

(2) A shareholder who is in default in repayment of issue price, the company shall pay interest on late payment of the amount due at twice the rate of interest determined under other legislation, unless otherwise determined by the statutes.

(3) Deposit obligations can not be relieved of the shareholder, unless it is a capital reduction.

§ 345

(1) If a shareholder with the fulfillment of the obligation to deposit or part of the delay, the Board shall invite him to meet her in the additional period designated by the statutes of the company, or within 60 days of receipt of the call.

(2) The Board after a lapse of time under paragraph 1 of lingering excluded from the shareholder for the shares in respect of which fulfilled the deposit requirement, and invite him to a reasonable period gave interim certificate, if issued. This does not apply if the Board adopts other measures. Unless issued interim certificates, passes futile expiration of the additional period outstanding shares to the company.

(3) Excluded Shareholder shall be liable to repay the issue price of shares subscribed by it.

§ 346

(1) If the shareholder is excluded for the time of interim certificate, if issued, fails to return, this Board declares interim certificate as invalid and notify shareholders in writing. This decision of the Board shall notify shareholders of the manner prescribed by this Act and the statutes for convening the meeting and is published.

(2) The company will issue shares to anyone who has been approved by the General Assembly to repay the issue price, or the nominal or book value of interim certificate or reduce the outstanding share capital.

§ 347

(1) Performance of the company returned to profit when selling shares, the performance of the implementation provided by the excluded shareholder to repay the issue price and the company to him without delay worthwhile.

(2) performance of the Company under paragraph 1 shall be charged against the claim, which may have excluded a shareholder for breach of his duties.

(3) The Company may set off purposefully incurred costs incurred in connection with the declaration of interim certificate invalid; shareholders of the netted amount shown.

§ 348

(1) A shareholder is entitled to a share in profits, which the General Assembly approved for distribution to shareholders. Unless the statutes in relation to a particular type of shares otherwise determined by the percentage ratio of shareholders' share in the capital.

(2) Unless the statutes provide otherwise, shall pay the share of profits in cash.

(3) The company pays profit share at its expense and risk only by bank transfer to the shareholders in the share register.

(4) The shares, which is associated with a solid share of the profits, the decision of the General Meeting of its distribution is not required. Share of profit is due within 3 months of the financial statements.

§ 349

Unless the law otherwise provided by any monetary compensation for the owner of certificated shares only by bank transfer to a bank account specified in the list of shareholders.

§ 350

(1) The Company may not distribute profit or other private sources to shareholders, if the date of the last financial year end equity arising out of the ordinary or extraordinary financial statements or equity after this distribution will reduce the amount of the subscribed capital plus funds that can not be this Act or the Statutes distributed to shareholders.

(2) Amount available for distribution to shareholders shall not exceed the economic result of the completion of the last reporting period plus any retained earnings from previous years, less losses brought forward and allocations to reserves and other funds in accordance with this Act and Statutes.

(3) The decision of the General Assembly made in breach of paragraphs 1 and 2 are considered as having been received.

§ 351

Unless the statutes provide another day, the decisive day for exercising the right to share in profits decisive day for attending the meeting that decided on the payment of profit sharing.

§ 352

(1) Right to share in profits is separately transferable from the date of the General Assembly decided on its payout.

(2) In the event that were issued or to be issued to exercise the right to share in profits coupons under other legislation, this right is transferable only with coupon.

(3) Coupons can also go by the general meeting before the decision on profit distribution for the accounting period to which the coupon applies. Paragraph 1 shall not apply.

§ 353

Vote

(1) A shareholder is entitled to attend the meeting and vote on it.

(2) The statutes may restrict the exercise of voting rights by setting the highest number of votes one shareholder to the same extent for each shareholder or controlled entity for it.

Cumulative voting

§ 354

Determine if the statutes, elects the members of corporate bodies cumulative voting.

§ 355

(1) For the purpose of cumulative voting, the number of votes of shareholders and finds that the number of votes, which treats the general shareholder meeting, multiply the number of elected members of the institution of society. If you elect board members and members of the Supervisory Board, to be collected for the purpose of cumulative voting shareholder votes for each institution separately.

(2) The cumulative voting shareholder is entitled to use all the voices, which treats, or any number to a particular person or a person.

(3) If cumulative voting in the General Assembly votes on each member institution separately. In cumulative voting shall be handed over only the votes for the election of a person or persons.

(4) In order to be revoked member elected body of cumulative voting, it can be revoked only with the consent of a majority of those who voted for his election, or their legal successors, this shall not apply if the breach of an organ of its obligations seriously.

§ 356

(1) If cumulative voting is elected those persons for whose election was given the highest number of votes, the vote was at least an absolute majority of votes of shareholders present at a general meeting, noted for cumulative voting.

(2) If more than one person gets the same number of votes, the vote on these people again. If the vote and repeated the same number of votes will decide the election by drawing lots.

(3) The minutes of the meeting must indicate how many votes were votes for the election of each person and the proposed list of names of those who so voted.

The right to an explanation

§ 357

(1) A shareholder is entitled to request and obtain a general meeting from an explanation of matters relating to the Company or its subsidiaries, if such explanation is necessary to assess the content matters assigned to the General Meeting or to exercise its shareholder rights on it. The statutes may provide that each shareholder has the presentation of his application for a reasonable time limit.

(2) A shareholder may request under paragraph 1 shall submit in writing. Statutes of limitation may determine the extent of the application. Application must be made after publication of the invitation to the General Assembly and before the event.

§ 358

(1) Explanation of matters relating to the ongoing meeting will provide shareholders directly to the General Assembly. If this is not due to the complexity of the explanation may be provided to shareholders within 15 days of the meeting, even though it is no longer necessary for the assessment of the general meeting or for the exercise of shareholder rights on it.

(2) Information contained in the explanation must be specific and provide sufficient and fair view of the fact interviewed. Explanation by providing complete answers to more questions of similar content. It is true that the explanation given to shareholders even if the information was published on the web site no later than the day preceding the meeting and is available to shareholders at the meeting. If the information is communicated to shareholders, each shareholder entitled to further the information requested without completion of the procedure under § 357th

§ 359

The Board of Directors or the person who convenes a general meeting may provide an explanation wholly or partly refused if

a) the provision could cause the company or had a controlling influence injury

b) goes on inside information or classified information under other legislation or

c) an explanation is required in the public domain.

§ 360

(1) Compliance with the conditions for refusal to examine the board and explain the reasons shareholders. Notification of refusal to provide an explanation is included in the minutes of the meeting.

(2) A shareholder has the right to demand that the Supervisory Board has determined that the conditions provide an explanation for the rejection occurred and the Board is obliged to tell him. The Supervisory Board decides on the request directly to the shareholders general meeting, and can not do this, so within 5 working days of the meeting.

(3) In the event that the provision of an explanation of the Supervisory Board does not agree or does not respond within the statutory time limit, decide whether the company is obliged to provide information, upon the motion of the shareholders. The right to initiate proceedings in court can be applied within one month from the date of the meeting, which was refused to provide an explanation, or the refusal or failure to provide information in the time limit under § 358, paragraph 1; later claimed right to be disregarded.

(4) During the proceedings pursuant to paragraph 3 running of the limitation period for exercising the rights that are dependent on the required explanations.

The right to make proposals and counterproposals

§ 361

(1) A shareholder is entitled to make proposals and counterproposals to the matters included on the agenda of the meeting.

(2) If a shareholder wishes to apply counter-issues agenda of the General Assembly, it delivers the company a reasonable time before the meeting, this does not apply to proposals of certain persons into bodies. The provisions of § 369, paragraph 2 shall apply mutatis mutandis.

§ 362

(1) The Board shall notify shareholders of the manner prescribed by this Act and the articles for a general meeting of shareholders amended counterclaim with its opinion, this does not apply if a notification received less than 2 days before the meeting or where the cost of them were in gross disproportionate to the significance and content of a counterclaim or a counterclaim if the text contains more than 100 words.

(2) If the counterclaim is more than 100 words, the Board shall notify shareholders of the essence of his opinion of the counterclaim and the counterclaim shall publish on the web site.

§ 363

Shareholders have the right to make proposals on matters to be included on the agenda of the General Assembly, before the publication of the invitation to the General Meeting. Design delivered by companies at least seven days before publication of the invitation to the General Meeting and the Board shall publish its opinion with an invitation to the General Meeting. The proposals received after this deadline shall apply mutatis mutandis § 362nd The statutes of the period may be shortened under the second sentence.

§ 364

(1) Unless the statutes provide otherwise, the first vote on the proposal for shareholders.

(2) The statutes or the general meeting at which the proposal is to be recited, may provide that each shareholder has the presentation of its proposal for a reasonable time limit.

The rights of shareholders qualified

§ 365

(1) A shareholder or shareholders, whose capital is more than 100 million CZK, who shares with an aggregate nominal value or number of units reaches at least 3% of the capital, enjoy special rights provided by this Act (hereinafter referred to as "qualified shareholder" ).

(2) The company, whose registered capital is CZK 100 million or less are considered as a qualified shareholder the shareholder or shareholders holding shares with an aggregate nominal value or number of at least 5% of the capital.

(3) The company, whose registered capital is CZK 500 million or higher with a qualified shareholder considers the shareholder or shareholders holding shares with an aggregate nominal value or number of units reaches at least 1% of the capital.

(4) The articles of agreement narrowing the legal rights of qualified shareholders rights shall be disregarded.

Qualified shareholders may ask the Board to convene to discuss their issues proposed by the General Assembly. The request shall bring a draft resolution on the proposed issues or arguments.

§ 367

(1) The Board shall convene at the request of qualified shareholders if it complies with the requirements of § 366, the General Meeting in the manner provided by this Act and the articles to be held no later than 40 days from the date on which the request is received to convene, the deadline for publication and sending invitations to the General Meeting in this case reduced to 15 days. In the case of a company whose shares are admitted to trading on a regulated European market, the time limit under the first sentence and 50 days period under the second sentence of 21 days.

(2) The Board is not entitled to the proposed agenda of the General Assembly to change. The Board is entitled to the proposed agenda of the General Assembly to supplement only with the consent of persons who have requested to convene a general meeting pursuant to § 366th

§ 368

(1) If the Board fails to convene a general meeting within the time limit under § 367, paragraph 1, authorize the court to convene its qualified shareholders who request it, and it is empowered to act for any company in general meeting to be linked; recognize Where appropriate, the court's own motion to determine simultaneously the President of the General Assembly.

(2) Notice of General Meeting of the court's decision contain a statement pursuant to paragraph 1, including data which court issued the decision and when it becomes enforceable. The provisions of § 367 relating to the invitation shall apply mutatis mutandis; qualified shareholders are entitled to request extract from the book-entry securities for purposes of the General Meeting convened by them.

(3) Costs associated with the meeting are borne by society; to fulfill this obligation shall be liable jointly and severally members of the Board. Authorization to the company shareholders have a right to pay the costs of legal proceedings and other costs reasonably incurred.

§ 369

(1) If requested by a qualified shareholder, the Board shall include on the agenda of the General Assembly designated it matter, provided that each of the issues and the proposed resolution or its inclusion is justified.

(2) In the event that a request under paragraph 1 was received after the publication and distribution of invitations to the meeting, the Board shall publish a complete agenda of the General Assembly no later than 5 days before the meeting or, if specified, before the record date for participation in the General Meeting in the manner prescribed by law and the convening of the meeting.

§ 370

A qualified shareholder may request the Supervisory Board to the matters referred to in the application, review the performance of the Board. The Supervisory Board shall examine the performance of the Board without undue delay and no later than two months of receiving the request shall inform the qualified shareholders of results of the review.

Shareholder action

§ 371

Each shareholder is entitled to qualified for the company to seek compensation for injury against a member of the Board or the Supervisory Board, or to meet their obligations under any agreement pursuant to § 53 paragraph 3, repayment or against the issue price shareholder who is in arrears with their repayments, and in this management to represent the company, the same applies for subsequent enforcement.

§ 372

(1) A qualified shareholder is entitled to claim damages under § 371 does not, if the injury determined pursuant to § 53 paragraph 3, unless the person societies caused the injury, is the sole shareholder or a person who controls it.

(2) Shareholders' action may be brought also against influential person causes harm to society.