Czech Republic

Czech Republic - Civil Law
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Czech Republic taxes

If you want to do business in Czech Republic, this article explains the tax laws for a LLC which is the most common company structure in Czech Republic.

CZ imposes corporate tax on a worldwide basis. The usual approximate percentage for income remitted, from our research, and this is not personal tax advice, is 19%. Czech Republic may have exclusions and other available benefits to transfer in foreign earned profits. Taxes are low in Czech Republic because the effective corporate tax rate is 19%. This ranks Czech Republic as 64th overall with regards to CIT globally.

The valued added tax rate in Czech Republic is 21.00%, that ranks Czech Republic as 155th overall with regards to VAT taxation rate internationally. In terms of other taxation, an employer will contribute 34% to the equivalent of a social security fund and an employee will contribute 11%. The overall complexity of the tax system is high. This is measured by average time to comply with a country's labor tax requirements is as it is 217 hours. Contributing to this is the number of yearly labor tax payments, which is 2 in CZ.

Thin cap rules are officially enacted. This refers to any sort of restrictions on companies' debt-to-asset ratios.
Dividends paid by resident entities to other resident entities are subject to a 15% final withholding tax. An exemption may apply if parent company owns at least 10% of shares of the payer in an uninterrupted period of 1 year. Dividends received from foreign entities are subject to a special tax of 15%. However, a participation exemption may apply if recipient holds at least 10% of shares of the subsidiary in an uninterrupted period of 1 year, payer is a legal entity similar to a LLC o Join Stock company resident of EU or other jurisdiction where CZ has concluded a tax treaty with, and profits of subsidiary were taxed at an income tax rate of at least 12%. Dividends are payments of company earnings, voted by the board, to a particular class of shareholders. Dividends can be one of the following cash payments, shares of stock, or other property.
Capital Gains are usually subject to CIT. A participation exemption may apply if they are met the aforementioned conditions. A capital gains tax is levied on the profits that a corporation or natural person realizes when they sell sells a capital asset for a price that is higher than the purchase price.

The interest withholding tax rate is estimated at 15%. Which means that the relevant tax authorities expects companies to pay tax on at least 15% of interests remitted abroad. The dividends withholding tax rate is 15%. This means that the taxman expects LLC's to withhold 15% of dividend payments abroad. The royalties withholding tax rate is 15%. This means that the tax authorities expects relevant legal entities to withhold 15% of payments abroad on royalties. A withholding tax exemption may apply, on dividends paid to EEA and Switzerland if the conditions of the participation exemptions are met, and on interests and royalties under the EU interest/royalties directive. Withholding taxes may be reduced under tax treaties. Payments to residents of tax havens may be subject to an increased rate of 35%.
There is no known tax on wealth in Czech Republic. There are inheritance, transfer and real property taxes in CZ. There are popular and well known R&D intitiatives that provide breaks on taxation in Czech Republic.

The above is not tax or legal advice for your individual facts and circumstances. Incorporations.io can point you to an accountant in Czech Republic who can give you the proper advice and help you need. Click the free consultation button above.

It takes approximately 94 hours to file and prepare documents for a Czech Republic Civil Law.
The corporate tax is approximately 19% which is 66 in the world.

Owners of a company in Czech Republic are not allowed to carry back a loss and may be allowed to carry forward a loss for 5 years.

The vat rate in Czech Republic is 21% which ranks 155 in the world.

Patent box
RND credit
Wealth tax
Estate tax
Transfer taxes
Asset taxes
Capital duties
97Tax treaties
19%Offshore Tax
19%Corp rate
-Loss carryback years
94Corporate time
21%VAT rate
19%Capital gains
2017AEOI planned

Read this to learn about incorporating a company in
Czech Republic

We can help you form a company in Czech Republic. Click the button above for a no-obligation quote. We will provide you with all the necessary documents to open a bank account as well as a registered office in Czech Republic, which is required by law.

We can help you with your incorporations needs for an initial payment of just $1000.

Easy Step by Step Process:
The standard process typically takes between two (2) to three (3) weeks depending on when we receive all the required information from you. Once we receive your information, we will email you a complete set of documents for your review within 3 working days upon confirmation of payment. After executing the documents, you will need to mail them to us and we will formally submit your application for filing with the Registry. The Registry will then take about 3-8 working days to process the incorporation and produce certificates necessary for opening your bank account.

Applying for Your Bank Accounts:
Incorporations.IO maintains close working relationship within our extensive network of partner banks to help you apply for and receive banking services that are most appropriate to your specific situation. From the time of verification of incorporation it can take (1) one week to (2) two weeks to apply for and receive a bank account. We work primarily with banks that allow for remotely opened accounts to ensure you are ready to do business as soon as possible.

Applying for Payment Processing:
We include introductions to payment processors or merchant accounts with all of our incorporation services. Whether you just need standard credit card processing or specialized services for high risk processing, we have partners that can assist you and are happy to help you with introductions that can empower your business.

Start Online or via Phone:
We can get started for you whenever you are ready via a US$1000 initial payment via credit card. I get notified whenever a payment is made here and would send out the welcome letter and initial forms we would need within 12 hours. If you prefer, we can also process via a phone or Skype call.

Czech Republic Tax Treaties

CountryTypeDate signed
Thailand
DTC 1994-02-12
Bahamas
TIEA2014-03-06
Bosnia and Herzegovina
DTC 2007-11-20
Poland
DTC 2011-09-13
Romania
DTC 1993-11-08
Venezuela
DTC 1996-04-26
Netherlands
DTC 1974-03-04
Guernsey
TIEA2011-09-15
Morocco
DTC 2001-06-11
Latvia
DTC 1994-10-25
China
DTC 2009-08-28
Tunisia
DTC 1990-03-14
Italy
DTC 1981-05-05
Sri Lanka
DTC 1978-06-26
India
DTC 1998-10-01
Bermuda
TIEA2011-07-28
Germany
DTC 1980-12-19
San Marino
TIEA2011-11-25
Bahrain
DTC 2011-05-24
Serbia
DTC 2004-11-11
Russia
DTC 1995-11-17
Albania
DTC 1995-06-22
Cayman Islands
TIEA2012-11-09
Lebanon
DTC 1997-08-28
Macedonia
DTC 2001-06-21
Finland
DTC 1994-12-02
Estonia
DTC 1994-10-24
Vietnam
DTC 1997-05-23
Belarus
DTC 1996-10-14
Sint Maarten
TIEA2012-10-27
Turkey
DTC 1999-11-12
Slovakia
DTC 2002-03-26
Bulgaria
DTC 1998-04-09
Lithuania
DTC 1994-10-27
Ireland
DTC 1995-11-14
Croatia
DTC 1999-01-22
Uzbekistan
DTC 2000-03-02
Jordan
DTC 2006-04-10
Monaco
TIEA2014-07-31
Luxembourg
DTC 1991-03-18
Indonesia
DTC 1994-10-04
Kuwait
DTC 2001-06-05
Barbados
DTC 2011-10-26
Switzerland
DTC 1995-12-04
Mongolia
DTC 1997-01-27
Azerbaijan
DTC 2005-11-24
Liechtenstein
DTC 2014-09-25
Sweden
DTC 1979-02-16
Isle of Man
TIEA2011-07-18
Moldova
DTC 1999-05-12
Montenegro
DTC 2004-11-11
Austria
DTC 2006-06-08
Portugal
DTC 1994-05-24
Pakistan
DTC 2014-05-02
Mexico
DTC 2002-04-04
Cyprus
DTC 2009-04-28
Panama
DTC 2012-07-04
Kazakhstan
DTC 1998-04-09
Tajikistan
DTC 2006-11-07
Saudi Arabia
DTC 2012-04-25
Australia
DTC 1995-03-28
Kosovo
DTC 2013-11-26
Andorra
TIEA2013-06-11
France
DTC 2003-04-28
Cook Islands
TIEA2015-02-04
Syria
DTC 2008-05-17
Georgia
DTC 2006-05-23
Hong Kong
DTC 2011-06-06
Ethiopia
DTC 2007-07-25
United Kingdom
DTC 1990-11-05
Hungary
DTC 1993-01-14
Jersey
TIEA2011-07-12
Israel
DTC 1993-12-06
South Africa
DTC 1996-11-11
Denmark
DTC 2011-08-25
Colombia
DTC 2012-03-22
Canada
DTC 2001-05-25
Ukraine
DTC 1997-06-30
Nigeria
DTC 1989-08-31
New Zealand
DTC 2007-10-26
Singapore
DTC 1997-11-21
Philippines
DTC 2000-11-13
Spain
DTC 1980-05-08
Belgium
DTC 1996-12-16
Malaysia
DTC 1996-03-08
Armenia
DTC 2008-07-06
Greece
DTC 1986-10-23
Brazil
DTC 1986-08-26
United States
DTC 1993-09-16
United Arab Emirates
DTC 1996-09-30
Malta
DTC 1996-06-21
South Korea
DTC 1992-04-27
Iceland
DTC 2000-01-18
Japan DTC 1977-10-11
Slovenia
DTC 1997-06-13
Norway
DTC 2004-10-19
North Korea
DTC 2004-03-02

Country Info

National Flag of
česká republika (ces)
Česká republika (slk)
Currency
CZK
Area Code
+420
Capital
Prague
Region
Eastern Europe
Native Languages
Czech
Slovak

Companies Act of Czech Republic

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.(3) Members of the Board, Supervisory Board or an influential person with the necessary shareholder action also means the one who in such position no longer, but it was at the time of injury for which compensation is sought him qualified shareholder or during negotiations , as a result of damage incurred.

§ 373

Ceases to be a shareholder who filed a shareholder action, shareholder, represented in proceedings by its legal successor, if he was the original shareholder is unknown.

§ 374

(1) Before exercising the right to compensation against a member of the Board informs shareholders of its intention in writing the supervisory board.

(2) If the authority informed exercised its right to compensation or to pay the issue price without undue delay after receipt of the information under paragraph 1, a shareholder may exercise this right for the company itself.

Forced participating securities

§ 375

A shareholder is entitled to demand that the Board convene a general meeting and presented her proposal for a decision on the transition of all other securities of the shareholder if the company's own shares

a) the aggregate nominal value of at least 90% of the share capital of the company for which they were issued shares with voting rights, and

b) with which at least 90% of the voting rights in the company (the "principal shareholder").

§ 376

(1) The owners of the securities are entitled to reasonable compensation in money, the amount set by the General Assembly. The main shareholder demonstrate the adequacy of consideration expert opinion or reasons under § 391 paragraph 1 Opinion may be on receipt of a request pursuant to § 375 older than 3 months.

(2) of the request under § 375 will deliver a major shareholder in the consideration or justification of expert opinion and decision of the Czech National Bank pursuant to § 391, if required.

§ 377

(1) The Board shall convene a general meeting within 30 days of receipt of a request under § 375 of the company.

(2) Notice of General Meeting also includes relevant information on the above consideration, or conclusions of the expert report, if required, mortgage lenders call for companies to communicate the existence of a lien on securities issued by the participating companies, and statements to the Board as to whether the proposed amount of compensation is appropriate.

§ 378

(1) The payment of consideration shall delegate. Authorized person may only be

a) a bank,

b) the securities dealer, or

c) a foreign entity doing business in the Czech Republic, whose business activities corresponds to one of the persons referred to in subparagraphs a) and b).

(2) The authorized person shall shareholder funds as may be required to pay compensation and the company demonstrates this fact.

(3) The authorized person will return the remaining cash, together with interest the principal shareholders without undue delay after the deadline for payment of consideration.

(4) The transferred funds are not part of the assets of the authorized person if it is bankrupt under any law or a similar situation occurs under the law of a Member State other than the Czech Republic.

§ 379

(1) The Company shall make available at its registered office for inspection by any owner of a participating security information about the person of the principal shareholder and expert opinion pursuant to § 376 paragraph 1

(2) A company whose equity securities are admitted to trading on a regulated European market, make way, in accordance with paragraph 1 reading a person's main shareholder, the Czech National Bank pursuant to § 391 of the consideration and justification of major shareholder, information on the procedure under § 375 shall publish on its website.

(3) The company shall without undue delay at the request of the owner of the securities free copy of documents referred to in paragraph 1 or 2 On, the right to notify shareholders in the invitation to the General Meeting.

§ 380

The owners of the securities pledged shall notify the company without undue delay after he learned of the general meeting, the fact and stop of the pledgee; notice of this obligation shall be specified in the invitation to the general meeting.

§ 381

Draft resolution in general meeting may determine the amount of consideration include an amount lower than determined by expert opinion or argument in the above consideration, unless by this Act required an expert opinion.

§ 382

(1) Decisions of the General Meeting is required approval by at least 90% of the votes of all shareholders, the owners of preferred shares and principal shareholder always have the right to vote. The decision of the General Meeting shall be a public document which is annexed to an expert opinion on the amount of the consideration in cash or justification for the consideration.

(2) General Assembly resolution also includes a determination of the main shareholder, the amount of consideration determined under § 376 paragraph 1 and the date of grant.

§ 383

Reason for declaring the nullity of resolutions of the General Meeting to transfer the securities to the majority shareholder is the fact that the consideration is not adequate.

§ 384

(1) The Board shall without undue delay after the adoption by the General Assembly a proposal for its incorporation. At the same General Assembly resolutions and conclusions of the expert report, if required, publish a manner determined by law and statutes for convening the General Meeting and by public deed at the company for the inspection notice on the store in the published notice shall also state this.

(2) Unless required by the expert opinion, the company shall publish a manner provided for in paragraph 1 is justified by the consideration and approval of the Czech National Bank pursuant to § 391, if required.

§ 385

(1) expiration of one month from publication of registration of the resolution in the Commercial Register under § 384 is transferred to local ownership of the securities company's principal shareholder.

(2) arrest in cases where the securities for which ownership was transferred, the lien at the time the ownership expires. The mortgage lender who holds the securities pledged, shall apply mutatis mutandis § 386 and 387th

§ 386

Company shall order the entry of the change of owners of securities book-entry securities accounts on the person authorized to keep records of the relevant securities under any other law without undue delay after the ownership is the main shareholder, with the basis for the registration of change is the decision of the General Meeting pursuant to § 375 and 382 and proof of its publication.

§ 387

(1) The current owners of the securities company to be presented 30 days after the transfer of ownership, in the time delay can not claim compensation.

(2) Failure of the current owners of the securities securities specified in paragraph 1-1 months, or within the additional period for companies that must not be less than 14 days, proceed company pursuant to § 346 paragraph 1 first sentence.

(3) returned the securities before the company main shareholders without undue delay.

(4) For the securities declared invalid shall without undue delay by the main shareholders in new equity securities of the same form, type and nominal value.

§ 388

(1) current owners of book entry of securities shall be entitled to payment of the usual consideration and interest at the time of the ownership of the securities registration of title to the asset account in the dematerialized securities and other owners of the securities of their delivery pursuant to § 387, from the date of the occurrence of the transition to local ownership of the securities company's shareholders to the majority shareholder.

(2) The right to interest under paragraph 1 shall not arise for the period during which the beneficiary is a delay in the transfer of the securities company.

§ 389

(1) The authorized person shall provide compensation to the beneficiaries without undue delay after the fulfillment of conditions pursuant to § 388 paragraph 1

(2) The authorized person shall provide compensation to the person who was the owner of the securities at the time of the ownership is the absence of evidence establishing the pledge of such securities, the pledgee give consideration, this does not apply if the owner proves that the lien ahead of property rights disappeared.

§ 390

(1) The owners of the securities may seek compensation from the due date after the main shareholder rights to call, if not given adequate consideration to the value of securities on the date the ownership is the main shareholder, the right shall expire, unless the owner of any participation certificates securities applied by the main shareholders within 3 months from the date of publication of registration of the General Meeting pursuant to § 384 in the Commercial Register.

(2) The shareholder shall, without undue delay the day of exercising the right under paragraph 1 of the manner prescribed for convening the meeting. The limitation period shall run from the date when the major shareholder meet reporting requirements.

(3) The Court decision was entitled to the different amount of consideration is the main shareholder base binding in law and granted to the other owners of securities. The owners of securities who avail itself of the right to call, have the right to compensation in the management of the expenditure actually incurred, if not obliged to provide compensation principal shareholder, to provide the funds deposited in escrow pursuant to paragraph 4

(4) The majority shareholder within the time specified by the court to fulfill Match all owners of the securities in judicial custody and the court together with the decision under paragraph 2, first sentence be posted on its official board a challenge to owners of securities that, for him to make up the register. Company also challenge this decision and to log in to make up the publish the manner provided by law and the convening of the meeting. Reasonably incurred costs associated with the performance of the judicial custody shall be paid from the funds in escrow compound.

(5) The provisions of the Code of Civil Procedure on the subject of custody Accrual of State shall not apply. Passed the period of three years from the final resolution of acceptance into custody, the court, that the object of keeping the main shareholder returns if no one logs on to 1 year from the date of publication of this resolution. This court order be posted on the official board of the court.

(6) agrees with the major shareholder to call the owner of a participating security outside of court proceedings, the agreement is binding for the majority shareholder base as recognized in law as well as against other owners of the securities and principal shareholder of its conclusion shall notify the other owners of the securities manner prescribed by law and the convening of the meeting. The main shareholder without delay after the conclusion of an agreement under the first sentence to fulfill Match all owners of the securities in judicial custody, paragraphs 4 and 5 shall apply mutatis mutandis.

(7) For owners of securities who are not parties in accordance with paragraphs 2 and 3, the limitation period for claiming to call from the funds pursuant to paragraph 4 of the date of publication of the judgment pursuant to paragraph 4 For owners of securities who are not parties to the agreement pursuant to paragraph 6, the limitation period for claiming to call from the funds pursuant to paragraph 6 of the date of publication of notice pursuant to paragraph 4

§ 391

(1) Decisions of the General Meeting of the transfer of all other securities of the company, which participating securities are admitted to trading on a regulated European market, the main shareholder is required to justify the amount of consideration the principal shareholder and prior consent of the Czech National Bank.

(2) The Czech National Bank assesses only whether the petitioner properly justify the proposed level of compensation.

(3) The Czech National Bank shall issue a decision within 15 working days from receipt of the request, this deadline may be extended up to a maximum of 15 working days.

(4) party to the proceedings before the Czech National Bank is the only major shareholder.

§ 392

If the securities of the company admitted to trading on a regulated European market, an expert report pursuant to § 376 paragraph 1 shall be required.

§ 393

(1) gained the main shareholder of the shares under § 375 as a result of mandatory takeover offer, the fact that the consideration under a mandatory takeover offer is a reasonable consideration.

(2) has acquired the principal shareholder as a result of a voluntary takeover offer pursuant to the Takeover Shares pursuant to § 375, which are voluntary offer relates, the consideration under such a voluntary takeover offer consideration is appropriate.

(3) has not taken when the main shareholder is entitled under § 375 to 3 months from the end of the binding takeover offer, the provisions of paragraph 1 shall not apply.

§ 394

(1) the date of transition to local ownership of securities under § 385 is to the exclusion of securities from trading on a regulated Czech market, the provisions of § 334, 338 and 339 shall not apply.

(2) The company shall inform without delay the decision of the General Meeting pursuant to § 375 and 382 in accordance with the law on capital market of the regulated market which has the securities to trading.

§ 395

Right of redemption

The owners of the securities against which the main shareholder may invoke the procedure under § 375, may require that the participating securities purchased by a major shareholder in accordance with this Act on compulsory public the draft contract.

Part 5

Bodies of the Company

Section 1

The internal structure of the company

§ 396

(1) The internal structure of the company, which establishes the Board and the Supervisory Board, is a two-tier system.

(2) The internal structure of the society in which the Board establishes and Corporate Director, is a unitary system.

(3) In case of doubt, the two-tier system is chosen.

§ 397

(1) The system can be chosen to change its internal structure by changing the statutes.

(2) Select the internal structures are not affected by the provisions of this Act on the General Meeting, unless this Act provides otherwise.

Section 2

General Meeting

Introductory Provisions

§ 398

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

(2) admits the statutes provide for voting at a general meeting or general meeting of the remote, using technical means, the conditions of the voting or decisions designed to allow companies to verify the identity of the person authorized to exercise the voting rights and to determine the shares, which carry the performed right to vote or votes to a committed such a procedure or to participate in this voting shareholders into account.

(3) Conditions or deciding vote in accordance with paragraph 2 shall lay down, and always shall be included in the invitation to the General Meeting or in the draft decision under § 418; does not contain articles of these conditions shall be determined by the Board.

(4) To vote at the General Meeting with the use of technical means shall be considered as voting by correspondence.

§ 399

Shareholder attends the General Meeting in person or by proxy. Power of attorney for representation at the General Meeting must be in writing and must indicate whether it was granted for representation at one or more general meetings.

§ 400

(1) It is understood that a person entered in the register of investment instruments as an administrator or as a person entitled to exercise rights attached to shares, the shareholders entitled to represent the exercise of rights attached to shares listed on the account, including voting at the General Meeting.

(2) Instead of a power of attorney, this person shows an extract from the register of investment instruments, it is not necessary if the company itself for the purposes of such registration statement requests.

§ 401

(1) The representative shall notify in advance of the meeting the shareholders of any facts that might be relevant for the shareholders in assessing whether a given case there is a conflict of interests and those of his deputy.

(2) If a shareholder is in respect of certain shares on behalf of another person is entitled to exercise voting rights attributable to those shares differently.

Convening of General Meeting

§ 402

(1) General Meeting convened by the Board at least once every financial year, unless the statutes determine that the general meeting to be convened more frequently.

(2) The general assembly convened by the Board or its member, board of directors if it is not convene without undue delay and that the law requires that a general meeting, or if the Board is not long a quorum unless otherwise provided by this Act.

(3) Board members to always attend the meeting. Board member must be given the floor whenever he asks.

§ 403

(1) Proper accounts will discuss general meeting within 6 months from the last day of the preceding financial year.

(2) The Board shall convene a general meeting without undue delay after discovering that the total loss of the company's financial statements has reached such a height that the payment of its available resources, the accumulated losses amounted to half of its capital, or it may be with regard to all circumstances expect, or other serious reason, and propose to the General Assembly repeal or adoption of other appropriate measures.

§ 404

Where the company has elected board of directors or board of directors selected a long and fulfilling its obligations or fails to convene a general meeting the member shall convene a general meeting of the Supervisory Board, which may also convene a general meeting if required by the interests of society. The Supervisory Board also propose the necessary measures. If the Supervisory Board fails to convene a general meeting may be convened by any member of the Supervisory Board.

§ 405

The record date for attending the meeting

(1) The statutes or the decisions preceding the general meeting may determine the date which is determined to attend the meeting. The decision of the General Assembly under the first sentence is not considered a decision to change the statutes.

(2) The record date shall not precede the date of the meeting by more than 30 days.

(3) If shares admitted to trading on a regulated European market is the decisive day for attending the meeting is always the seventh day preceding the day of the meeting, paragraph 1 shall not apply.

(4) do not determine if the statutes of the company issued uncertificated shares which are not admitted to trading on a regulated European market, another record day, the decisive day for attending the meeting is the seventh day preceding the meeting. The company has issued uncertificated shares, the day before the meeting shall affix the registration of uncertificated securities as of the statement issue date.

§ 406

(1) The convener at least 30 days prior to the General Assembly shall publish an invitation to the general meeting the company's website and at the same time it sends to shareholders owning registered shares or dematerialized shares to the address specified in the list of shareholders or dematerialized securities or in the records kept by the custodian immobilized holding shares on deposit. The statutes may determine additional requirements for the convening of the meeting. The statutes may also determine how it will be replaced by sending invitations to the address of the shareholder under the first sentence, this method may not unreasonably restrict shareholder to participate in the meeting.

(2) by publishing an invitation, the invitation shall be delivered to the shareholders owning bearer shares. Notice must be published web site until the meeting.

§ 407

(1) Invitation to the General Meeting shall include at least

a) the name and address of the company

b) the place, date and hour of the meeting,

c) an indication of whether or replacement shall convene ordinary general meeting

d) show the general meeting, including the people, is proposed as an organ of society,

e) the record date for attending the meeting if it has been determined and an explanation of its significance for voting at the General Meeting;

f) draft resolutions of the General Assembly and its justification

g) the deadline for receipt of the shareholder to the agenda of the General Meeting, if possible postal voting, which shall not be less than 15 days for the start of the run shall be the delivery of the proposal by shareholders.

(2) If the draft resolution submitted pursuant to paragraph 1. f) contains an invitation to the General Meeting of the Board of expression of each proposed issue, while company on its website without delay after the receipt of shareholder proposals to publish the resolution of the General Assembly.

§ 408

(1) Location, date and hour of the meeting shall be such that excessive restrictions to the right of shareholders to take part in it.

(2) In the headquarters of the company allows each shareholder to the deadline specified in the invitation to the General Meeting nahlédnul free to draft amendments to the articles. On the right the shareholder notifies the company in the invitation to the General Meeting.

(3) Matters not included on the agenda of the General Assembly may, at its meeting to discuss or decide to only take effect if agreed by all shareholders.

§ 409

The General Meeting may decide that some of the issues included on the agenda of the General Meeting resolves to the next meeting, or they will not be discussed. This does not apply if held by the General Assembly at the request of a qualified shareholder unless the shareholder of this agreement.

§ 410

(1) Revocation or suspension of the meeting shall notify shareholders of the Company the manner prescribed by this Act and the statutes for convening the meeting, at least 1 week prior to the originally announced date of the meeting, otherwise it will pay shareholders who showed up at the General Meeting of the original invitation, the associated costs reasonably incurred.

(2) In the event that a general meeting be convened at the initiative of qualified shareholders, or an appeal is possible postponement of the meeting, only with the consent by the shareholders.

§ 411

(1) In the event setting a new place, date and hour of the meeting shall not affect the period that the law provides for sending out invitations to the general meeting and general meeting of shareholders qualified initiative.

(2) Non-compliance with this Act to a general meeting of the General Assembly can take place only with the consent of all the shareholders and determine if the statutes so provide.

§ 412

The ability of the general meeting a quorum

(1) The General Meeting has a quorum if attended by shareholders owning shares with a nominal value or number exceeds 30% of the capital, unless otherwise determined by the statutes.

(2) In assessing the ability of the General Meeting a quorum shall not include shares or provisional sheets issued to which voting rights are not, or if you can not vote under this Act or the Statutes to exercise, this does not apply to take the temporary right to vote.

§ 413

(1) For the present shareholders of the company in the attendance list

a) the name and permanent address,

b) the information referred to in subparagraph a) on the proxy, a shareholder is represented

c) the number of shares

d) the nominal value of shares that entitle the shareholder to a vote, a statement that the shares entitle the shareholder to vote.

(2) If a person refused entry in the attendance list, the fact of his refusal and the reason stated in the present document.

(3) The accuracy of the attendance list convener confirms his signature or his designee.

§ 414

Replacement General Meeting

(1) If the General Meeting quorum, the Board shall convene the manner prescribed by this Act and the statutes, if still necessary, without undue delay, substitute general meeting in the same order; Substitute General Meeting has a quorum regardless of § 412 paragraph 1, unless otherwise determined by statutes, the deadline for sending out invitations shall be reduced to 15 days and the invitation does not contain adequate information about the nature of each issue included in the agenda of the General Meeting pursuant to § 407 paragraph 1 point. d).

(2) Invitation to the replacement general meeting sent to shareholders within 15 days from the date on which the General Assembly convened the original and substitute general meeting must be held within 6 weeks of the original which was convened by the General Assembly.

(3) Matters not included in the proposed agenda of the initial meeting, you can substitute the general meeting to decide only with the consent of all the shareholders.

Decisions of the General Meeting

§ 415

General Meeting by a majority of votes of shareholders present, unless this Act or other statutes require a majority.

§ 416

(1) A decision under § 421, paragraph 2, point. m) to modify the statutes, the decision as a result of amending the Statutes, the decision on behalf of the Board to raise capital, the possibility of offsetting monetary claim against the company against a claim for repayment of issue price, to issue convertible bonds or bonds, on the dissolution of the company with disposal and to decide on the distribution of the liquidation value requires approval by at least two-thirds majority votes of shareholders present.

(2) Decisions of the General Meeting of the facts referred to in paragraph 1 and other facts, the effects occur and the registration in the Commercial Register shall be certified by a public document. The contents of public documents is also approved text amendments to the articles if they are changed.

§ 417

(1) A decision under § 421, paragraph 2, point. m) change in the amount of capital is also required approval by at least two-thirds majority votes of the shareholders of each type of shares whose rights are affected by this Decision.

(2) The decision to change the type or types of shares to change the rights attached to a class of shares, to limit the transferability of registered shares or dematerialized shares and the exclusion of securities from trading on a regulated European market also requires approval by at least three-fourths majority vote of those present shareholders owning the shares.

(3) The decision on the exclusion or limitation of pre-emptive right to acquire convertible bonds or preferred profit distribution to allow persons other than shareholders pursuant to § 34 paragraph 1, of the exclusion or limitation of pre-emptive rights of shareholders to raise capital by subscription of new shares and increase the non-monetary contributions to capital requires approval by at least three-fourths majority of shareholders present. If a company has issued shares of different kinds, requires such decisions to the approval by at least three-fourths majority of shareholders present each type of shares, unless the owners of these decisions affect these types of shares.

(4) The decision on the merger of shares requires the consent of all shareholders whose shares are to be contacted.

Deciding per rollam

§ 418

(1) admits the company statutes per rollam decision, send the person authorized to convene a general meeting to all shareholders a draft decision.

(2) contains a draft decision

a) the text of the proposed decision and its rationale,

b) the deadline for receipt of the shareholder intended statutes, or 15 days for the start of the run shall be the delivery of the proposal by shareholders

c) documents needed for its adoption and

d) other information, determines if the statutes so provide.

§ 419

(1) If the shareholder fails to deliver within the time limit under § 418, paragraph 2, point. b) a person authorized to convene a general meeting consent to the draft resolution, rule, opposes the proposal.

(2) If required by this Act to the general meeting was witnessed by a public document, the decision of shareholders by way of public documents, which shall indicate the content of the draft decision of the General Assembly, which the statement relates.

(3) The decisive majority is calculated from the total number of votes of all shareholders.

§ 420

The result of the decision pursuant to § 418 and 419, including the day of its receipt, notify the person authorized to convene meetings manner prescribed by this Act and the articles for a general meeting of all shareholders without undue delay.

Powers of the General Assembly

§ 421

(1) The General Assembly shall make an order.

(2) The powers of the General Assembly entitled

a) the decision to amend the statutes, determine if the statutes or the law, unless a change as a result of capital increase authorized by the Board or a change that occurred under any other legal facts

b) decide on changes to the capital on behalf of the Board to increase capital

c) deciding on the possibility of offsetting monetary claim against the company against a claim for repayment of issue price,

d) decision to issue convertible bonds or bonds,

e) election and removal of directors or of the Director, if the statutes do not determine that this application belongs to the Supervisory Board

f) election and dismissal of members of supervisory or administrative board or other authorities designated by the statutes, with the exception of supervisory board members who do not vote for the General Assembly,

g) approval of the ordinary, extraordinary or consolidated financial statements and where the other copies shall be fixed by law and interim financial statements

h) the allocation of profits or other own resources, or the payment of losses

i) deciding on an application for admission of the securities to trading on a regulated European market or to exclude such securities from trading on a regulated European market,

j) a decision to wind up the company with liquidation

k) the appointment and dismissal of the liquidator, if so determined by statutes,

l) approval of the distribution of the liquidation balance

m) 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,

n) decisions on the effects of takeover negotiations made for the company prior to its creation,

o) the approval of the quiet community, including the approval of its changes and its cancellation,

p) other decisions by this Act or the statutes delegate to the General Meeting.

(3) The General Assembly can not reserve the decision of cases within its jurisdiction does not confer this Act or the Statutes.

§ 422

(1) The General Assembly shall elect a chairman, clerk, auditor registration and the person or persons responsible for counting votes. Until the election of the President manages the general meeting convener or his designee. The same applies if the chairman of the meeting was not elected. If elected clerk, auditor registration or the person to count votes, determine the convener of the General Assembly. The General Assembly may decide that the Chairman of the General Assembly and authenticator will write one person.

(2) The General Assembly may decide that the chairman of the meeting also made the counting of votes, if it does not jeopardize the proper conduct of the meeting.

§ 423

(1) The secretary shall prepare minutes of the General Meeting within 15 days from the date of termination. Minutes signed by the clerk, chairman of the meeting convener or verifier or verifiers and registration.

(2) 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 chairman, clerk, minutes verifiers and the person or persons to count votes

d) a description of each issue included discussion on the agenda of General Meeting

e) the General Meeting with the results of voting and

f) Content of protest shareholder, member of the Board or the Supervisory Board regarding the resolution of the General Meeting, if the protesting requests.

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

§ 424

(1) decision of the general shareholder meeting is not invoked 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.

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

§ 425

(1) A shareholder may ask the Board to issue a copy of the record or part thereof throughout the company. If part of the registration or published within the period pursuant to § 423 paragraph 1, the company's website, makes the copies at the expense of society.

(2) Minutes, invitations to annual general meetings and the attendance list keeps company throughout its existence.

§ 426

A shareholder shall not exercise its right to vote

a) If the delay in complying with the deposit obligations to the extent of delay,

b) decide if the general meeting of its kind contribution,

c) decide if the General Assembly on 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 of board member for misconduct in the performance of functions

d) as otherwise required by this Act or other legislation.

§ 427

(1) Restrictions on exercise of voting rights pursuant to § 426 point. b) to d) also applies to shareholders who act in the shareholder can not exercise voting rights in concert.

(2) Restrictions on exercise of voting rights pursuant to § 426 point. b) to d) shall not apply in the case where all shareholders acting in concert.

§ 428

Decision of the general meeting

(1) Each shareholder, member of board or liquidator may rely on the invalidity of the resolution of the General Meeting pursuant to provisions of the Civil Code, the nullity of the resolution, Member Society meeting conflict with the law or the statutes.

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

§ 429

(1) It was decided outside the meeting, 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 under § 420, but not later than 1 year after the adoption of this decision. The same applies if the decision of the General Assembly the sole shareholder.

(2) the absence of § 428 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.

§ 430

(1) the annulment of decisions of other bodies of persons are liable under § 428 invoked only if it was this decision made at the General Meeting, the provisions of § 428 and 429 shall apply mutatis mutandis.

(2) violated the company in general meeting or during the shareholder's right to seriously, the shareholder is entitled to reasonable compensation under the provisions of the Civil Code to grant adequate compensation member association.

Amendments to the Statutes as a result of the decision fact or law

§ 431

(1) In the event that the general meeting decides on the share split or combination of multiple shares into one, to change the form or type of shares or to limit the transferability of registered shares or dematerialized shares or its amendment, the amendment takes effect as from the statutes of recording these facts into Commercial Register.

(2) Other amendments to the articles on which the General Meeting shall take effect upon its decision unless that decision or of this Act holds that take effect later.

§ 432

(1) Decisions of the General Assembly, resulting in a modification to the statutes, replacing Decision to amend the Articles. Such decision of the General Meeting to certify a public document.

(2) does not follow from the decision of the General Assembly on how to change the statutes, the Board will change their content in accordance with the decision of the General Assembly. The decision of the Board to amend the statutes to certify the contents of a public document.

§ 433

In the event that changes the content of the statutes, the Board shall prepare without undue delay after the change of any of its members learn the full text articles.

§ 434

(1) When changing the type or form of shares the rights with this kind of change in shares or effect amendments to the statutes, regardless of when the exchange of shares.

(2) The conversion of uncertificated shares and shares in the conversion of shares into dematerialized shares are changing the legal status of shareholders to exchange their shares or declared void.

(3) Where shares are admitted to trading on a regulated European market, the general meeting may decide on the conversion in paragraph 2, but unless this change have resulted in exclusion or withdrawal of shares from trading on any regulated European markets on which the traded, unless at the same time decide on the withdrawal of securities from trading on a regulated European market.

(4) adopt a general meeting of the joint stock company decision that will result in disqualification or withdrawal of securities of this company from trading on regulated markets of Europe, shall apply mutatis mutandis the provisions of § 333 subsection 1 and § 338 to 341st

Section 3

Two-tier system

Subsection 1

The Board of Directors

§ 435

(1) The statutory body of the company's board of directors.

(2) The Board of Directors for the business management.

(3) No one is authorized to issue guidelines on the Board of Directors of the Management Board, without prejudice to § 51 paragraph 1

(4) The Board shall ensure proper accounting, submit to the General Meeting for approval of the ordinary, extraordinary, consolidated or interim financial statements in accordance with the articles of the proposed distribution of profit or cover losses.

§ 436

(1) The financial statements or from the main data for the Company Board shall publish the manner provided by law and the general meeting for at least 30 days before the meeting stating the time and place where the accounts for inspection. If a company publishes its financial statements on its website at least 30 days prior to the meeting and until 30 days after approval or disapproval of the financial statements, the first sentence shall not apply.

(2) Together with the financial statements of the Board shall publish a manner in accordance with paragraph 1 also report on the company's business and its assets, this report is part of the annual report under other legislation, if the processes. The second sentence of paragraph 1 shall apply mutatis mutandis.

§ 437

Statutes may designate another way in which the Board may delegate its obligations under § 436 be met if such action will not restrict the right of shareholders to the information requested.

§ 438

(1) Members of the Board shall be elected and recalled by the General Assembly, unless the statutes determined that the application belongs to the Supervisory Board.

(2) In the event that the Board elect the members of the Supervisory Board also approved the contract on the performance of individual board members.

§ 439

(1) Unless the statutes provide otherwise, the Board has 3 members.

(2) The Board elects and recalls its chairman.

(3) the absence of statutes or contract for performance of the long term, it applies that was for each member of the Board agreed to one year, in the event of conflict between the statutes and the contract for performance of the true length of the term agreed in the contract for performance of the .

§ 440

(1) The Board shall decide by majority vote of members present, unless determined by a higher number of statutes. Each board member has 1 vote.

(2) The Board of Directors during the meeting and its decisions shall be minuted and signed by the presiding secretary, annexed to these Minutes is a list of those present.

(3) The minutes are specifically board members who voted against the individual decision or abstained; for non members is considered that voted for the decision.

Prohibition of competition

§ 441

(1) Member of the Board may take action in the subject company, nor for any other person, business or intermediary for another company.

(2) Members of the Board shall be a member of a statutory body of another legal entity with the same or similar activity or a person in a similar position, unless it is a concern.

(3) Board member shall not 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.

§ 442

(1) If the founders of the company or authority to select the board member was a member of any of the circumstances under § 441 was expressly advised or if this is later, and a member of the Board in writing to her attention, it is considered that this member Board action, which concerns the prohibition, not banned. This does not apply if one of the founders or authority responsible for his election expressed disagreement with the actions under § 441 within one month from the date on which it is the circumstances under § 441 notified.

(2) A member of the Board of Directors elected by the General Meeting, give notice pursuant to paragraph 1 in the invitation to the General Meeting and the agenda for the meeting must be included in the vote of any disagreement pursuant to paragraph 1

(3) The statutes or the decisions of the General Meeting may specify other restrictions.

§ 443

In the event of death of a member of the Board, resignation, removal or other termination of his position chosen by the competent authority within two months of a new member of the Board. If, for reasons set out in the first sentence of the Board unable to fulfill its functions, absent members shall be appointed upon the motion of the person on it has a legal interest for the period before the duly elected member or members absent, otherwise by the court without proposed to withdraw and order its liquidation.

§ 444

(1) The statutes may provide that the Board of Directors, whose membership has not fallen below half, may appoint alternate members to the next meeting of the authority, which authorized member name. The period of performance of the replacement board member is not included in the performance of the Board of Directors, the statutes do not specify anything else.

(2) The statutes may also determine the choice of substitutes who enter the board member vacancy according to the established order.

§ 445

(1) lapses if the legal person who is a member of the Board, the legal successor becomes a member of its legal successor, unless otherwise determined by the statutes.

(2) ceases to exist if the legal person who is a member of the Board, with the liquidation, the provisions in § 443 and 444 accordingly.

Subsection 2

The Supervisory Board

§ 446

(1) The Supervisory Board oversees the Board of Directors and the Company's activities.

(2) The Supervisory Board is governed by the principles agreed by the General Meeting, unless they are in conflict with this Act or the statutes. Violation of these policies has effects on third parties.

(3) No one is authorized to issue guidelines on the Supervisory Board of its statutory obligation to control the Board of Directors.

§ 447

(1) The Supervisory Board is authorized to inspect all documents and records relating to the company's activities and to check whether the accounting records are properly kept in accordance with the facts and whether the business or other activity going on in the company's compliance with other laws and statutes.

(2) The authorization referred to in paragraph 1 of the Supervisory Board members can only benefit from a decision of the Supervisory Board, unless the Supervisory Board is unable to perform its functions.

(3) The Supervisory Board reviews the ordinary, extraordinary, consolidated, or the interim financial statements and profit distribution or payment of losses and presents observations to the general meeting.

(4) The Supervisory Board shall appoint a member who represents the company in proceedings before courts and other authorities against a member of the Board.

§ 448

(1) Unless the statutes provide otherwise, the Supervisory Board has 3 members.

(2) Members of the Supervisory Board are elected and recalled by the General Assembly.

(3) The Supervisory Board elects and recalls its chairman.

(4) the absence of statutes or contract for performance of the long term, it applies that was for each member of the Supervisory Board agreed to three years, in the event of conflict between the statutes and the contract for performance of the true length of the term agreed in the contract performance function.

(5) Member of the Supervisory Board may be a member of the Board or other person authorized by a registration act for the company.

§ 449

(1) Members of the Supervisory Board meeting attended and an authorized member of the Supervisory Board acquainted with her performance of the Supervisory Board. Members of the Supervisory Board must be given the floor whenever they request it.

(2) The Supervisory Board by a majority of members present, unless determined by a higher number of statutes. Each member of the Supervisory Board has 1 vote.

§ 450

(1) The course of the Supervisory Board and its decisions shall be recorded in writing, signed by the chair; annexed to these Minutes is a list of those present.

(2) The minutes are specifically Supervisory Board members who voted against the adoption of individual decisions or abstaining; for non members is considered that voted for the decision.

(3) The minutes shall also be members of minority opinions, if they request it.

§ 451

Prohibition of competition

(1) Member of the Supervisory Board shall not undertake in the course of the company, nor for any other person or intermediary company for other businesses.

(2) Member of the Supervisory Board shall not be a statutory body of another legal entity with a similar activity or a person in a similar position, unless it is a concern.

(3) Member of the Supervisory Board may 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.

§ 452

(1) If the establishment of the company's founders were a member of the Supervisory Board on any of the circumstances described in § 451 was expressly advised or if this is later, and a member of the Supervisory Board in writing to her attention, it is considered that this member of the Supervisory Board activity, which the prohibition applies, not banned. This does not apply if one of the founders or authority responsible for his election expressed disagreement with the activities under § 451 within one month from the date on which it is the circumstances under § 451 notified.

(2) A member of the Supervisory Board elected by the General Meeting, give notice pursuant to paragraph 1 in the invitation to the General Meeting and the agenda for the meeting must be included in the vote of any disagreement pursuant to paragraph 1

(3) The statutes or the decisions of the General Meeting may specify other restrictions.

§ 453

(1) In the event of death of a member of the Supervisory Board, resignation, removal or other termination of the function chosen by the competent authority within two months of a new member of the Supervisory Board. If, for this reason, the Supervisory Board to fulfill its functions, appoint missing members of the bar to the proposal of the person on it has a legal interest for the period before the duly elected member or members absent, otherwise the court, even without a petition to cancel and order its liquidation.

(2) The membership of the Supervisory Board terminates the election of a new member, unless the decision of the General Assembly follows something else.

§ 454

(1) The statutes may provide that the supervisory board, whose membership has not fallen below half, may appoint alternate members to the next meeting of the authority, which authorized member name. The period of performance of the substitute member of the Supervisory Board are not included in the performance of a member of the Supervisory Board do not determine if something other statutes.

(2) The statutes may also determine the choice of substitutes who enter the vacant Supervisory Board according to the established order.

§ 455

(1) lapses if the legal person who is a member of the Supervisory Board, the legal successor becomes a member of the Supervisory Board of its legal successor, unless otherwise determined by the statutes.

(2) ceases to exist if the legal person who is a member of the Supervisory Board, with the liquidation, the provisions in § 453 and 454 accordingly.

Section 4

The one-tier system

§ 456

(1) Where this Act provides for the Board, shall mean the Director, as appropriate statutory or other authority of the company, which has a similar scope.

(2) Where this Act provides for the Supervisory Board shall mean the circumstances the Board or the Chairman of the Board or other body with similar powers control.

Board

§ 457

Unless the statutes, the Board of 3 members.

§ 458

(1) Rules for convening the Board modifies statutes. Board meetings shall be convened by its chairman.

(2) to participate in the meetings of the Board always invites a statutory director.

§ 459

(1) Where the Board is not convened for more than two months, he may request the President convened the third of its members, with an agenda to be determined.

(2) If the Chairman does not call the Board without undue delay of receipt of the request may themselves convene it, the applicants, the associated costs borne by society.

(3) The Chairman shall convene the board even if requested by the statutory manager, with an agenda, which determine the statutory manager. If the President fails to convene the Board without undue delay of receipt of the request, it can call itself a statutory manager; related costs borne by society.

(4) Chairman of the Board may narrow down the draft agenda in accordance with paragraphs 1 to 3, except with the consent of those who demanded the convening of the Board.

§ 460

(1) The Board determines the primary focus of the Management Board and oversees its proper performance.

(2) The powers of the Board belong to any matter relating to the Company, unless the law entrusts it to the General Meeting.

Chairman of the Board

§ 461

(1) The Board elects and recalls its chairman. Term of office of President shall not exceed the length of his term as a member of the Board.

(2) The Chairman of the Board may only be a natural person.

(3) In the case of temporary incapacity of the President to act as the Board may temporarily delegate the Chairman of another of its members, paragraph 2 shall apply mutatis mutandis.

§ 462

(1) Chairman of the Board organizes and manages its activities and oversees the proper performance of the Board of subordinate bodies. About his findings and work of the Board shall inform the General Meeting.

(2) Chairman of the Board represents the company in proceedings before courts and other statutory authorities, the Director. If the Chairman of the Board at the same statutory director represents the company other designated Board member.

§ 463

Statutory Director

(1) The statutory body of the statutory manager appointed by the Board. Treaty on the statutory Director approved by the Board.

(2) The statutory director may only be a natural person eligible under this Act for membership of the Board.

(3) Statutory Director may also Chairman of the Board. In his position to apply the provisions of this Act a priority of the Board of Directors.

(4) Statutory Director for the business management.

Section 6

Changes in capital

Section 1

Introductory Provisions

§ 464

(1) The effects of capital increase occurring at the moment write the new amount of capital in the Commercial Register, unless the capital increase a company whose shares are admitted to trading on a regulated European market, or whose release is the last condition for the acceptance of a European regulated market.

(2) Increases the capital of a company whose shares are admitted to trading on a regulated European market, or whose release is the last condition for the acceptance of a European regulated market, the effects of an increase in capital subscription of shares and the repayment of specified portions of their issue price, Unless the decision to increase the capital. The effects of capital increase can not occur before they are subscribed for shares, and no later than the new amount of capital registered in the Commercial Register.

§ 465

(1) If the capital increase registered in the Commercial Register, the subscriber will fulfill its obligations, even if the General Meeting to increase the share capital or subscription of shares was invalid or ineffective. This does not apply, where a decision of the general meeting to increase capital trial.

(2) General Assembly resolution on capital increase is repealed and the obligation to repay the issue price of shares, if any, also expires

a) unless an application for registration of capital increase in the Commercial Register within two months after they have met the prerequisites for the registration of capital increase in the Commercial Register,

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.

§ 466

(1) has been canceled if the General Meeting to increase the capital subscription of shares pursuant to § 465 paragraph 2 or the Court held invalid a resolution of the General Meeting to increase the capital subscription of shares, the company returned to the persons concerned without undue delay, the issue price paid along with the usual interest .

(2) The procedure under paragraph 1, the Board shall publish the decision of the court pursuant to § 465 paragraph 2, point. b) and c) or a court ruling declared invalid the General Meeting of the capital increase. If you already occurred effects capital increase subscription of shares, the Board also published a call for creditors whose claims against the company arising after the effective capital increase to be signed within 90 days of publication. The provisions of § 518 shall apply mutatis mutandis.

(3) If you already have the capital increase were issued new shares or existing shares was marked by a new nominal value and the court declares the decision of the general meeting to increase capital or to cancel this order pursuant to § 465, paragraph 2, the person on notice by shares issued will return to this capital increase, or supplies to exchange for shares of the original nominal value or by submitting shares, on which was marked by a higher nominal value, to indicate the original nominal value. The provisions of § 537 to 541 shall apply mutatis mutandis.

(4) Issued by the company under the circumstances described in paragraph 3 of book-entry shares, without undue delay can order the person who keeps records of dematerialized securities, the cancellation of shares issued to raise capital or to reduce the nominal value of shares.

§ 467

(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) the deadline established by § 518, paragraph 3, when logged in that period, no creditor of his claim,

b) shown to satisfy a claim or reasonable assurance, or effectiveness of an agreement with creditors under § 518, paragraph 3, or

c) demonstrated adequate collateral under a court decision pursuant to § 518 paragraph 4

(3) If a reduction of share capital entered in the Commercial Register, shall also be had, if the decision to reduce capital, or contract under which the shares are taken out of circulation, invalid or ineffective. This does not apply if the court by a decision of the general meeting of the reduction in capital.

(4) The company will handle the corresponding reduction in the amount of capital after the capital reduction is entered in the Commercial Register.

(5) 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 companies and the company

a) will return the shares withdrawn from circulation;

b) they will issue new shares

c) withdraw shares from circulation in order to exchange for shares of nominal value or higher in order to indicate a higher nominal value or

d) gives the order to the person who keeps records of dematerialized securities to indicate a higher nominal value of shares or to issue uncertificated shares.

(6) The procedure under paragraph 5 letter. a) to c) shall apply mutatis mutandis § 537 to 541st

Exceptions to the obligation in kind valued by an expert to raise capital

§ 468

If non-monetary contribution to the company investment securities or money market instrument under the Act on Capital Market and decide if the board of directors of the company shall apply in determining its price weighted average of prices at which trades were made of the security or tool for one or more regulated European markets within 6 months before by contribution of assets.

§ 469

(1) If a non-monetary contribution to society than other property assets as defined in § 468 and decides if the board of directors of this company used to determine the price of its fair value as determined generally recognized independent expert using generally accepted valuation principles and standards not more than 6 months ago by contribution of assets.

(2) If the non-monetary contribution to society than other property assets as defined in § 468 and decides if the board of directors of this company used to charge the subscriber under another law of such assets in real terms, for the determination of its price fair value is recognized in the financial statements for the previous financial year before the general meeting deciding on the deposit if it has been audited with an unqualified opinion.

§ 470

(1) If the price in-kind contribution under § 468 affected by exceptional circumstances that would make it on his pay significantly changed, the new company shall award to the provisions of § 251 shall apply mutatis mutandis.

(2) There have if new circumstances, which could on its repayment significantly change the price of in-kind contribution determined under § 469, provide the company a new valuation of § 251 shall apply mutatis mutandis.

§ 471

(1) If a revaluation in-kind contribution under § 469 in cases where such awards should be in accordance with § 470, paragraph 2 is made, can the company apply for this award from the date of this in kind decided by the General Assembly, until the day of redemption, a shareholder or shareholders, the aggregate nominal value of shares or number of their shares at the time of the decision of the General Meeting to increase the share capital amounted to at least 5% of the subscribed capital, and the date of application of the shares for at least the same extent still have.

(2) exercises in the Board under § 251 to 14 days of receiving the request under paragraph 1, the expert may determine the shareholders themselves.

(3) If the valuation according to expert opinion secured by shareholders pursuant to paragraph 2, at least the same as the original award, the company may demand that the shareholders had paid the costs associated with its establishment, unless the court decides that for them it can not reasonably be required.

§ 472

If the increased non-cash capital contribution and its value determined under § 468 and 469, published by the repayment of the notice containing the conditions under § 473 and the date when the decision on capital increase adopted. If this obligation is met, it contains a declaration under § 473 only a statement that the publication of notification under this provision, no new circumstances.

§ 473

If the price was determined by in-kind contribution under § 468 and 469, saves the company in one month from the date of introduction of in-kind contribution to the collection of documents containing a statement

a) a description of in-kind contribution,

b) the price of non-monetary contribution, a method of valuation and possibly the method used and the method and reasoning, as the expert came to this award,

c) a statement whether the price of in-kind contribution of at least the number of emission rate and the shares that were issued for him, and

d) a statement that no exceptional or new circumstances that could affect the original valuation.

Section 2

Increase in share capital

Subsection 1

The capital increase subscription of new shares

§ 474

(1) The capital increase subscription of new shares is permissible only if shareholders fully repay the issue price of shares subscribed earlier, unless previously unpaid portion of the issue price is due to the negligible amount of capital and the General Assembly to increase capital by expressing approval procedure.

(2) The prohibition in paragraph 1 shall not apply if bringing an increase in the share capital other than cash only.

§ 475

Resolution of the General Assembly to increase the capital subscription of new shares obsahuje

a) the amount by which the capital shall be increased, with the determination whether to admit the subscription of shares above or below the proposed amount, or to what the highest amount

b) the number, nominal value, type of subscribed shares, the form or statement to be issued as uncertificated securities

c) data for the use of pre-emptive right to subscribe for shares listed in § 485, paragraphs 1, unless all the shareholders before the vote on the latest capital increase gave priority right or is to be increased by agreement the share capital to shareholders under § 491,

d) determining whether the shares are not subscribed for using pre-emptive right, all or part of the agreement subscribed by the shareholders pursuant to § 491, that will be offered the designated candidate or candidates indicating the person or his or their method of choice,

e) determining whether the shares will be subscribed for or part of a public offer pursuant to § 480 to 483,

f) The shares shall subscribe for securities dealer pursuant to § 489 paragraph 1, the information under § 485, paragraphs 1, place and period in which the authorized person may exercise that right there, and the price at which he is entitled akcie buy or method of determining it, this does not apply if all the shareholders before the vote on the latest capital increase gave priority right or is to be the capital increased by a decision of another body

g) An indication of the exclusion or limitation of pre-emptive right to subscribe for shares

h) for subscription of shares without preferential rights of subscription recovery period and the proposed amount of issue price or, if the issue price to pay in cash, reasoned way to its destination, or an indication that its purpose will be in charge of the Board, including the determination of the lowest possible level in what can be determined, the issue price or the method of its determination must be a subscriber to all the same,

i) a bank account and the time within which the subscriber shall pay the issue price or part thereof, or a place and time for insertion kind contribution,

j) approve the non-monetary contribution is his description of his awards and the amount determined under this Act and the issue price, face value and type of shares to non-monetary contribution for this issue, their form or statement to be issued as uncertificated securities

k) if permitted by the subscription amount of the proposed capital increase, an indication of the company to decide on the final amount of the increase

l) admits to the possibility of offsetting claims against the company against a claim for repayment of issue price, the rules of procedure for the conclusion of the counting, count toward determining the claim, including its amount and its owner, if it is offset by the repayment sole issue price, the data referred to in subparagraph h) shall not be.

§ 476

To be subscribed for new shares through a public offer pursuant to § 475 point. e) includes the General Meeting pursuant to § 475 also

a) determining the period by which the Board must publish a public offering pursuant to § 480, which may not be longer than 2 years

b) the subscription of shares, which shall not be less than 2 weeks

c) the procedure for determining the subscription of shares and issue price, which requires the company to repay its registration in the list of subscribers,

d) the rules for share subscription amount in excess of the proposed capital increase.

§ 477

(1) The Board shall without undue delay for registration of the resolutions of the General Assembly into the Commercial Register.

(2) Proposal to enter the resolution of the General Meeting may be associated with the proposal to write the new amount of capital in the Commercial Register.

§ 478

(1) The subscription of shares in the capital increase and repayment of issue price shall apply mutatis mutandis the provisions of this Act on the emission rate and the foundation. The experts for the valuation of in-kind contribution Board selects from a list of experts maintained by other legislation.

(2) Agreement to offset debts owed by the obligation to repay the issue price of underwriters or part is closed before the application for registration of the new amount of capital in the Commercial Register.

§ 479

Predetermined candidate or the sole shareholder of shares subscribed by a written contract with the company, officially verified signatures. The contract also includes

a) an indication that other shareholders gave preferential right to subscribe for, or has not already done, or under what conditions do so, unless one subscribes akcie shareholder

b) the type, number and nominal value of subscribed shares, the form or statement to be issued as uncertificated securities

c) the amount of issue price and the deadline for its payment, or bank account number for payment of a monetary contribution, and

d) a description of in-kind contribution if the introduction and the amount of the award procedure under this Act, or

e) the number of the asset account to which to be issued uncertificated shares.

The subscription of shares by public offering

§ 480

(1) Subscription of shares by public offering shall be governed by other legislation of a public offer of securities and investment securities prospectus and the provisions of this Act on the procedure for subscription by way of public offer shall only be used if they are not inconsistent with them.

(2) The subscription can be done electronically as well.

(3) Any increase in capital subscription of new shares, which is determined by the candidate or candidates in accordance with § 475 subscription point. d) shall be treated as capital increase subscription by way of public offer.

§ 481

(1) The subscription of shares by public offering takes place entry in the list of subscribers.

(2) The minutes shall include the type, number and nominal value of the subscribed shares, the form or statement to be issued as uncertificated securities, issue price, the name and permanent address of a subscriber number of the asset account to which to be issued uncertificated shares, and signature, otherwise valid, that the registration occurred.

(3) The subscriber shall pay the registration and the issue price point under § 476. c) confirmation in writing, stating the type, number and nominal value of the subscribed shares, the form or statement to be issued as uncertificated securities, the value of the total issue price of shares subscribed and the extent of its repayment.

§ 482

Unless the resolution of the General Meeting pursuant to § 475 rules for the subscription of shares in excess of the amount of the proposed increase in capital, are that such a bond is not possible.

§ 483

(1) Unless within the period specified in the resolution of the General Meeting pursuant to § 475 subscribed shares whose nominal value reaches the required capital increase or a specified number of single shares, the General Meeting of the capital increase is repealed and the deposit obligation shall cease, unless

a) the lack of up to 1 month subscribed by existing shareholders in proportion to the amount of their shares, or

b) capital increase to the extent of the subscribed shares, if permitted by the General Meeting pursuant to § 475 and 476th

(2) In the event that the subscription of shares by public offering took place, the company returns to the beneficiaries without delay paid the issue price.

Preferential right of shareholders to subscribe for new shares

§ 484

(1) Each shareholder shall have the preferential right to subscribe for new shares of the company's subscribed capital to increase the extent of his share, if the issue price to be paid off in cash.

(2) Unless the statutes provide otherwise, each shareholder has a pre-emptive right and those shares in accordance with this Act underwritten another shareholder.

§ 485

(1) The Board will send shareholders the manner prescribed by this Act and the statutes for convening the meeting and at the same time publish information containing at least

a) an indication of the place and time to execute pre-emptive rights that can not be less than 2 weeks from the time of service, indicating how shareholders will be notified of the start of that period, if not already contained in this leaflet,

b) the number of new shares to be subscribed for one share with a current face value, or what proportion of one new share grants per share with a current face value the fact that you can only subscribe for all shares

c) the nominal value, the number and class of shares subscribed by using pre-emptive right, the form or statement to be issued as uncertificated securities, and their issue price or the method of determining the issue price, commission or board to determine it, the issue price is determined so that for all shares can be subscribed for using pre-emptive right, the same, but may be different from the share price of the stock underwritten differently,

d) the record date for the exercise of preferential rights, if the company issued uncertificated shares, the effective date in this case the day might be preferred for the first time exercised.

(2) Paragraph 1 shall not apply if the capital increase without preferential rights of use or if they have any shares to be subscribed by the sole shareholder.

§ 486

(1) The priority right shall be transferable separately from the date of the General Assembly decided to increase capital.

(2) In the event of restrictions on transferability of shares subject to the same restrictions on transferability as well as for pre-emptive rights. In the event that one does not seem so far akcii 1 new shares is always preferred the right freely transferable.

Restrictions on pre-emptive right

§ 487

Preferential right in the statutes can not be limited or excluded.

§ 488

(1) The General Assembly may, by order of the preferential right to limit or exclude, but if it is in the important interests of society.

(2) Reduction or elimination of pre-emptive rights must be addressed to all shareholders the same extent.

(3) resolution of the General Meeting shall be stored in a collection of documents.

(4) The General Meeting which is to limit or exclude pre-emptive right to decide, the Board shall submit a written report indicating the reasons for the reduction or elimination of, the proposed issue price or the method of its determination, the Board authorized a proposal or to its destination.

§ 489

(1) The limitation or exclusion of pre-emptive right is not the case, when, according to the Annual General Meeting will subscribe all the shares of a brokerage house under contract for the supply of securities issue, if this contract contains a requirement that dealer to sell to persons who have a prior right on request, at a specified price and time for subscribed shares, to the extent of their priority rights.

(2) The procedure of sale of shares by the investment firm shareholders shall apply mutatis mutandis § 484 to 486th

§ 490

Termination and abandonment priority right

(1) Priority right expires the deadline for its implementation.

(2) A shareholder may also give priority right before the decision on capital increase, in writing with a notarized signature or a statement at the General Meeting, a statement shall be a public document attesting to the general meeting and also have effects in relation to any further acquirer of the shares of the shareholder.

§ 491

The capital increase agreement of all shareholders

(1) The Annual General Meeting, shareholders can all agree on the extent of their participation in the capital increase in the amount determined by the General Assembly, the agreement takes the form of a public document.

(2) The Agreement also contains

a) A statement that the shareholders waive preferential rights, unless he gave him before, or have already done,

b) determining the number, type, nominal value and the amount of the share price of the stock subscribed by each shareholder, the form of shares or a statement that the shares will be issued as uncertificated securities

c) if the issue price to be repaid in money, time and method of repayment,

d) if it is to be brought in kind, description and amount of awards determined by the procedure under this Act and, if necessary

e) the number of the asset account to which to be issued uncertificated shares.

Writing the new amount of capital in the Commercial Register

§ 492

(1) The Board shall submit a proposal to enter the new amount of capital without undue delay after the subscription of shares corresponding to the scope for increase and payment of at least 30% of their nominal value, does not require the resolution of the General Assembly to increase the capital repayment on a larger scale, including the emission premium, in the case of cash deposits, and after the introduction of all non-cash deposits.

(2) A person who subscribed for shares in the capital increase, shall be entitled to exercise shareholders' rights within the scope of the shares subscribed by the time they were effectively underwritten, even if the effects occurred capital increase, unless the repeal of the General Meeting to raise capital under § 465, paragraph 2, or § 493 or by a court decision of the general meeting to increase capital. This is without prejudice until done shareholder rights.

§ 493

General Assembly resolution on capital increase is repealed and the deposit obligation shall cease, if not effectively underwritten shares within a period fixed by resolution of the General Assembly to the extent necessary to increase the registered capital of § 465, paragraph 2 shall apply mutatis mutandis.

§ 494

The right to share in profits from shares issued in connection with an increase in capital will arise if it was in the year in which capital was raised, achieved net profit, unless otherwise determined by the statutes.

Subsection 2

The capital increase from own resources

§ 495

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

(2) The capital increase can not be greater than the difference between the amount and the sum of equity capital and other own resources, which are assigned and the company is not entitled to change their purpose.

§ 496

(1) The increase in share capital, the shareholders in proportion to the nominal value of their shares. The increase is also involved in the ownership of shares of the company that raises capital, and shares in companies controlled by her own person or controlled entity controlled by it. If they were issued piece shares participate in the capital increase of the ratio of shareholder-owned piece of their shares.

(2) the amount of new capital is entered in the Commercial Register together with the resolution on capital increase pursuant to § 495 paragraph 1

§ 497

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

(2) The auditor reviews the 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.

§ 498

General Assembly resolution on capital increase from own resources has

a) the amount by which capital increases,

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

c) determining whether to increase the nominal value of shares, with an indication of how much or piece book value of shares, or whether the shares of the new, with their number and nominal value, unless the piece stocks, and

d) if the share capital increases by increasing the nominal value of shares, and the deadline for submission of shares; start of that period can not precede the date on which the new amount of registered capital in the Commercial Register.

§ 499

The capital increase is carried out either by issuing new shares and their free distribution to shareholders, or by increasing the nominal value of existing shares.

§ 500

(1) increase in the nominal value of shares is carried out either by exchange or showing a higher nominal value of existing shares with the signature of a member or members of the Board.

(2) The Board shall invite the manner prescribed by this Act and the articles for a general meeting of shareholders to share in the General Assembly designated time submitted for exchange or to indicate a higher nominal value.

(3) If the shareholder fails to share in the period, does not perform up to their submission to the Board of shareholder rights and apply the procedure under § 537 to 541st

§ 501

Increase in the nominal value of dematerialized shares will change in the minutes of the nominal value of dematerialized securities by order of society proves to command a company certificate of incorporation showing the registration of the new amount of capital.

§ 502

Upon issuance of new shares, the Board asks shareholders without undue delay after writing the new amount of capital in the Commercial Register in the manner provided by this Act and the articles for a general meeting to appear to take them over.

§ 503

(1) Call to shareholders under § 502 contains at least

a) the extent of increase in capital,

b) the ratio of stock split to shareholders,

c) a statement that the company is authorized to sell new shares not taken if the shareholder is within 1 year after delivery of the invitation.

(2) After the lapse of time under paragraph 1 shall apply mutatis mutandis the procedure the Board pursuant to § 539th

§ 504

If they are to be released new book-entry shares, the Board shall without undue delay after writing the new amount of capital into the commercial register of a person authorized to keep records of dematerialized securities to their issue.

Subsection 3

Contingent capital increase

§ 505

(1) If the General Meeting resolves the issue of convertible bonds or bonds, while taking a decision to increase the capital to the extent that they can be applied to exchange or preferential rights of the bonds (hereinafter referred to as "conditional capital increase"), unless they be exchanged for bonds already issued shares.

(2) The conditional capital increase shall be deemed also to increase the extent to which the creditors according to the rules contained in the Annual General Meeting and credit or other similar agreement to exercise their preferential rights or exchange of such contract with the company, this is only if the General Assembly also decided to limit the preferential rights of shareholders under § 487 to 489th

§ 506

Contingent capital increase pursuant to § 505, paragraph 2 is possible only if it has first given the statutes and if it also contain the precise conditions under which it is possible to exchange or preferential right to a credit agreement or similar use.

§ 507

General Assembly Resolution on the conditional capital increase company include

a) the reasons for the increase in capital,

b) determining whether a capital increase is intended to carry out an exchange or any options on bonds or similar rights to execute a credit agreement or other similar contracts,

c) the extent of increase in capital, type, number and nominal value of shares that may be to increase the share capital issued, their form or a notation that will be issued as uncertificated securities, and

d) the proposed amount of issue price or the way it is justified or determine an indication that its purpose will be in charge of the Board, including the determination of the lowest possible level which they can be determined, the issue price or the method of its determination must be the same for all underwriters.

§ 508

(1) The Board shall without undue delay for registration of the resolutions of the General Assembly into the Commercial Register.

(2) Proposal to enter the resolution of the General Meeting may be associated with the proposal to write the new amount of capital in the Commercial Register.

§ 509

(1) Exchangeable law applies to the delivery of applications to exchange bonds for shares. Receipt of the replacement is replaced by subscription and redemption of shares. To be issued uncertificated shares, shall be indicated in the application and number of the asset account to which the book-entry shares to be issued, otherwise the application is ineffective.

(2) The priority right shall be exercised by subscribing for shares. The subscription of shares shall apply mutatis mutandis the provisions of this Act on the subscription when a company and emission rate. The subscription of shares on public offer to all holders of the bonds shall apply mutatis mutandis § 476, 480 and 481st

(3) Paragraphs 1 and 2 shall apply mutatis mutandis to exchange or preferred creditor's right of credit or other similar agreements.

§ 510

(1) The Board shall submit a proposal to enter the new amount of capital into the commercial register without undue delay after the application deadline for exchange or preferential rights applied only to the extent or exchange privileges.

(2) After writing the new amount of capital in the Commercial Register of the Company will issue shares to the extent exercised and convertible preferred rights. In exchange bonds for shares shall proceed accordingly under § 503 and 504 and § 537 to 541st

Subsection 4

The capital increase decision of the Board

§ 511

(1) The General Assembly may authorize the Board or the Board, under the conditions stipulated by this law and the increased share capital by subscription of new shares of conditional capital increase from own resources or with the exception of retained earnings of not more than one half the current amount of capital at the time of commission.

(2) Authorization pursuant to paragraph 1 is replaced by the Annual General Meeting to raise capital and identify

a) the nominal value and class of shares to be to increase the share capital issued, their form or statement to be issued as uncertificated securities, and

b) the authority shall decide on the valuation of in-kind contribution on the basis of expert opinion, if the Board is responsible to raise capital.

§ 512

(1) The Board may increase the authorized capital several times, does not exceed the total amount of the increase limit.

(2) Authorization pursuant to § 511 paragraph 1 may be granted for a maximum period of 5 years from the date of the general meeting is decided on the mandate, even repeatedly.

§ 513

The Board shall without undue delay for registration of a resolution to authorize the General Assembly into the Commercial Register.

§ 514

Commission pursuant to § 511 paragraph 1 may also contain statutes. In this case, the decision of the General Assembly does not require a § 511 to 513 shall apply mutatis mutandis.

§ 515

(1) Decision of the Board to increase the share capital shall be certified by a public document and that decision shall be entered in the Commercial Register.

(2) A decision of the Board for registration may be associated with the proposal to write the new amount of capital in the Commercial Register.

(3) The capital increase by the Board, a similar procedure under the provisions of this Act to increase the capital subscription of new shares of conditional capital increase or capital increase from own resources, having regard to the chosen way of capital increase.

Section 3

Reduction of capital

§ 516

General Assembly resolution to reduce capital, including at least

a) the reasons and purpose of the proposed capital reduction,

b) the scope and modalities of the proposed reduction

c) the way will be dealt with by the appropriate reduction

d) the rules of drawing and the drawn amount of payment for shares or method of determining it, reduces to the capital by withdrawing shares from circulation by drawing lots,

e) reduces to the capital to shareholders a proposal, indicate whether the proposal for the gratuitous payment or withdrawal of shares from circulation, and the design consideration for withdrawal of shares from circulation and the amount of payment or the rules for determining

f) have to be due to the reduction of the capital stock of the company submitted, the deadline for their submission.

§ 517

(1) A reduction in share capital must not fall below the amount of capital provided by this Act.

(2) reducing the capital stock shall not impair the collection of the debts.

Protection of creditors

§ 518

(1) Within 30 days after the effective date of the Annual General Meeting to reduce capital to third parties shall notify the Board of Directors decided to reduce the capital known in writing to those creditors whose claims against the Company arising prior to the effective resolution of the General Assembly to reduce the share capital. The announcement is an invitation to creditors register their claims pursuant to paragraph 3

(2) The Board of Directors at least twice the distance třicetidenním publish a general meeting resolution on reduction of share capital after its entry into the Commercial Register, part of the published information is a challenge that creditors register their claims pursuant to paragraph 3

(3) Creditors of paragraph 1, within 90 days of receiving notification of the capital reduction, or within 90 days of the second publication of information under paragraph 2 to require the fulfillment of their claims, which were not at the time of delivery or of the challenges second publication due to adequately secured or satisfied or an agreement on a solution, this does not apply to worsen with the reduction of capital recoverability of claims against the company.

(4) If the creditors and the company to agree on the manner of the claim or if a creditor that has worsened the recoverability of receivables, ensure a good decision on the court with regard to the type and amount of the claim.

§ 519

(1) The Board shall without undue delay for registration of the resolutions of the General Assembly into the Commercial Register.

(2) Proposal to enter the resolution of the General Meeting may be associated with the proposal to write the new amount of capital in the Commercial Register.

§ 520

(1) Before effect of the reduction and the fulfillment of obligations under § 518, or before a court under § 518 can not provide the benefits of shareholders to reduce their capital and for this reason to waive or reduce the unpaid issue price of shares.

(2) The harm caused by violation of paragraph 1 shall correspond to the creditors of the company and the directors, this liability can not relieve.

Ways to reduce capital

§ 521

(1) The mandatory capital reduction will use the shares it holds in the property. In other cases, the capital reduction will use the first of its own shares it holds in the property.

(2) Another procedure can reduce the capital only if sufficient progress under paragraph 1 to the reduction of capital to the extent determined by the general meeting or, if this procedure failed to fulfill the purpose of capital reduction.

(3) The capital reduction using only own shares that are owned by the company shall be exempted from this law on the separation of the type of voting shares.

§ 522

To reduce capital company uses its own shares so that it is destroyed or can be booked akcií person authorized to keep records of their order for their removal.

§ 523

(1) Society, which has no assets in its own shares, or their use under § 521 to the capital reduction is not sufficient, reducing the nominal value of shares, or shares shall take or refrain from issuing shares outstanding.

(2) Shares are taken out of circulation or a lottery on the basis of the public shareholders. Shares may be taken out of circulation for a lottery only if the statutes of this procedure at the time of subscription of the shares allowed. Rules of procedure for the taking of shares determined by the statutes and the General Assembly decision to reduce capital.

(3) If the company issued a piece shares can reduce the capital without withdrawal of shares from circulation.

The reduction of the nominal value of shares or interim certificates

§ 524

The nominal value of shares is reduced in proportion to all shares, unless the purpose of capital reduction waiver of the unpaid issue price of shares.

§ 525

The reduction of the nominal value of shares or interim certificates is done in exchange of shares or interim certificates for the shares or interim certificates with a nominal value or lower indicating a lower nominal value to the existing shares or interim certificates signed by a member or members of the Board.

§ 526

The Board shall invite the manner prescribed by this Act and the articles for a general meeting of shareholders who own shares or interim certificates to be submitted within the time specified by the General Meeting for the purpose of the procedure under § 525th A shareholder who is in arrears with the submission of shares or interim certificates in the specified time limit, does not perform until they are properly associated with the submission of shareholder rights and the Board apply the procedure under § 537 to 541st

Taking shares from circulation by drawing

§ 527

(1) If the company has issued uncertificated shares, shall submit a drawing of lots by the person authorized to keep records of their numbering order and simultaneously apply for listing of these records, which must include the number of shares.

(2) During the period when the shares are numbered, shall suspend the right to dispose of them.

(3) The draw of uncertificated shares shall be made within 10 days from the date on which the command was given to the numbering.

§ 528

(1) The course and results of the lottery winning numbers indicating the shares shall be certified by a public document.

(2) The Board shall notify the results of the draw in this manner provided by law and statutes for convening the meeting.

(3) The notification shall contain at least

a) the winning numbers of shares

b) the period within which the company will reimburse the drawn shares; deadline may prevent effective reduction of share capital and must not be longer than 3 months from the effective reduction of capital, unless the shareholder agreement determines otherwise,

c) the amount of payment for shares be drawn,

d) data identifying the shareholders whose shares have been drawn if the company has issued shares or dematerialized shares, and

e) the period within which they must be drawn to be presented to the company shares.

§ 529

A shareholder who is late in submitting winning shares for a period not exercise until they are properly associated with the submission of shareholder rights and the Board apply the procedure under § 537 to 541st

§ 530

Shareholders for the company buys shares of the drawn their reasonable price consideration, the adequacy of remuneration shall be supported by expert opinion.

§ 531

(1) The Board of Directors, has issued uncertificated shares, the person authorized shall keep their records on the outcome of the draw along with the cancel command numbering nevylosovaných akcií documented public document certifying the results of the draw.

(2) After the effective reduction of capital shall board a person authorized to keep records of securities dematerialized instruction to cancel a winning stock, order shall be accompanied by the certificate of incorporation showing the registration of capital reduction in the Commercial Register.

Taking shares from circulation on the basis of a public contract

§ 532

(1) In the event that the shares are taken out of circulation on the basis of a public contract, the decision of the General Assembly to determine the capital

a) will be reduced to the extent of the nominal value of shares to be withdrawn from circulation, or

b) will be reduced by a fixed amount.

(2) Shares may be taken out of circulation on the basis of the draft contract for consideration by the public and free to the provisions of § 322 paragraph 1 and 2, § 323-325 and § 329 shall apply mutatis mutandis.

§ 533

(1) The purchase price is due within 3 months of the effective reduction in capital. Due date of the purchase price and the deadline for submission of shares shall not precede the effective date of capital reduction.

(2) A shareholder does not exercise effective reduction of capital in shares pursuant to paragraph 1 related to shareholder rights and the Board apply the procedure under § 537 to 541st

§ 534

Without undue delay the effective date of capital reduction shall board a person who keeps records of book-entry securities, uncertificated order to cancel the shares purchased by the company under public contract proposal, the command shall be accompanied by the certificate of incorporation showing the registration of the reduction and the proof of receipt public the draft contract.

§ 535

(1) In the event that reduces the capital according to § 532 paragraph 1 point. a) contains the General Meeting also authorized the Board to submit an application for registration of the share capital in the Commercial Register in the extent to which shareholders will be accepted by public contract proposal.

(2) In the event that the sum of selected nominal values of shares in circulation in accordance with § 532 paragraph 1 point. b) reaches the set amount of capital reduction, the general meeting may decide to reduce the share capital according to § 532 paragraph 1 point. a), or otherwise provided by this Act.

§ 536

The abandonment of the issue of shares

(1) The General Meeting may decide to reduce capital by avoiding the issue of shares to the extent to which underwriters are in default in repayment of the nominal value of shares, unless the company prodlevšího shareholders of the company eliminated.

(2) Issued by the company in the interim certificates outstanding shares, will issue the waiver of outstanding shares so that the Board invite the shareholder who is in default in repayment of issue price or part thereof, within a period specified by the General Assembly gave the provisional certificate with the that the company issued shares to the interim certificates in lieu thereof, and subscribers to return without undue delay after the effective reduction of share capital not paid up issue price of the offsetting of claims against the underwriters.

(3) A shareholder who is in default of submission of interim certificate in the specified time limit, does not perform up to the time of presentation associated with shareholder rights and the Board apply the procedure under § 537 to 541st

Procedure for leaks or abandonment akcií

§ 537

In case of default of the shareholders with the submission akcií společností downloaded from circulation in order to exchange, indicate the new nominal value or destroying or taking over new shares in the capital increase shareholder asks board manner prescribed by this Act and the articles for a general meeting to do so within a reasonable time limit which designates them with a warning that otherwise they will not presented akcie declared invalid or that the shares will be sold uncollected.

§ 538

Shares have not been through the challenge handed over an additional period, the Board declared invalid, the Board of Directors declaration without undue delay notify the manner prescribed by this Act and the articles for a general meeting of shareholders, whose shares are void concerned (hereinafter referred to as "the person"), while publish it.

§ 539

(1) New shares to be issued to actions declared void, or shares that have not been an increase in capital in accordance with § 500 shareholders taken even within an appropriate time to sell the Board without undue delay by a trader in securities on behalf of the person concerned on a European regulated market, otherwise it will be sold at public auction.

(2) Location, time and subject of the auction shall be published within the Board at least 15 days before the meeting, if the value of the auctioned akcií lower than CZK 100 000, within 30 days before the meeting, if the value is higher and at the same time send a report on the planned public sale of the person concerned, if the board is unknown.

(3) The proceeds from the sale of set-off by the company for the person incurred in connection with the declaration of its shares to be invalid, or in connection with the sale of shares, the company paid without undue delay to the person concerned.

§ 540

(1) In the event that the shares have downloaded from the circulation to be issued new shares is not invalid statement of shares for the prejudice to the right person to pay for their purchase price or a refund of the paid issue price or part thereof.

(2) A company may claim against the person concerned to pay or refund the purchase price or issue price of set-off claims that for this person incurred in connection with the declaration of its shares to be invalid.

(3) The company pays the difference to the person concerned without undue delay after the counting, or after the declaration of shares or interim certificates invalid.

§ 541

Společnost returned shares or interim certificates destroyed without undue delay after the effective reduction in capital.

§ 542

The Company may at the discretion of the General Assembly to invite shareholders to submit within the period specified shares at the exchange or the designation of new information to share, there is a change in the data yet for the shares listed. The provisions of § 537 to 541 shall apply mutatis mutandis.

§ 543

(1) A shareholder may request the company to exchange shares, is damaged so that some data on it that are not legible, and the authenticity of that share is not in doubt.

(2) A share exchange without undue delay after its submission. Undone action will destroy the company and the new shares shall state that it is a duplicate of damaged shares.

The simplified capital reduction

§ 544

(1) The provisions of this section on the protection of creditors, shall not apply if the company

a) reduces the capital to cover losses, or

b) reduces the capital in order to transfer to the reserve fund and payment of future losses and the amount transferred does not exceed 10% of the reduced share capital.

(2) Meeting the conditions under paragraph 1 shall demonstrate společnost Registry Court for making the application for registration of a reduction of capital in the Commercial Register. In this case, the written resolution of the General Assembly to reduce capital, along with writing the new amount of capital.

(3) Reserve Fund to the extent established pursuant to paragraph 1. b) may only be used to offset losses of the company or to increase its capital. The special reserve fund to own shares shall be disregarded.

§ 545

(1) In the context of capital reduction under § 544 can not provide any performance to shareholders.

(2) Compliance granted in contravention of paragraph 1, the shareholder. To meet this obligation, the directors liable jointly and severally.

Simultaneous reduction and increase in share capital

§ 546

The General Meeting may decide to increase and the concomitant reduction in capital only if the reduced share capital subject to the conditions set out in § 536 or § 540 paragraph 1

§ 547

When acting pursuant to § 546 a company can begin raising capital after the capital reduction will be effective.

§ 548

(1) In the event that the purpose of capital reduction adjustment of the nominal value of existing shares traded on a regulated European market, their price on a European regulated market in connection with capital increases through subscription of new shares and the conditions under § 544, the General Meeting may also decide and a concomitant reduction in the capital increase to the provisions of § 546 and 547 shall not apply.

(2) The decision of the concomitant reduction in capital and increase the general meeting may determine the extent of capital reduction by the method of calculating the amount of reduction depending on the emission rate of new shares to be determined later, and also authorize the Board to reduce the basic amount capital and the corresponding new nominal value of existing shares to shareholders promptly reported the manner provided by law and the convening of the meeting.

Part 7

Disposal of joint stock companies

§ 549

(1) Right to share in the liquidation are transferable separately from the day when the company went into liquidation, unless otherwise determined by the statutes.

(2) In the event that the remaining assets are not sufficient to cover the nominal value of shares divided into the portion attributable to owners of preferred shares and the portion attributable to owners of other shares in the range specified by the statutes, if more classes of shares, the benefit relates to the liquidation balance , divided the remaining assets and the portion attributable to owners of these shares.

(3) Parts of the liquidation balance is divided among shareholders in proportion to their paid-up nominal value of shares.

§ 550

(1) The right to repayment upon liquidation occurs surrender shares to the challenge of a liquidator.

(2) In the event that shares the shareholder fails to return the call of the liquidator, the liquidator shall apply mutatis mutandis the procedure under § 537, 538 and 540th

(3) Count shares liquidator immediately destroyed.

§ 551

In the case of uncertificated shares issue arises authorized person entitled to repayment upon liquidation to the date of cancellation of shares in dematerialized securities by order of the liquidator.

TITLE VI

TEAM

Part 1

General provisions on the team

Section 1

Basic Provisions

§ 552

(1) Cooperative is a non-exclusive community of people that is founded for the purpose of mutual support among its members or third parties, or for business purposes.

(2) has at least 3 team members.

(3) The company shall give the term "cooperative".

§ 553

The statutes also include cooperative

a) the company team,

b) the subject of entrepreneurial activity,

c) the amount of capital base, or initial deposit,

d) the manner and period of repayment of the acceding member

e) the manner of convening the meeting of members and rules of decision

f) the number of members of the Audit Commission and the duration of their term of office,

g) the conditions of membership in a cooperative and

h) the rights and responsibilities of team member (hereinafter referred to as "Member") and cooperatives.

§ 554

(1) Amendments to the Statutes shall take effect when approved by the membership meeting, unless the resolution comes from members' meetings that take effect later.

(2) If a change in the statutes on the basis of law, the Board shall prepare a team full text of articles without undue delay after a member of the Board becomes aware of this fact.

Section 2

Founding team

§ 555

(1) The constituent meeting of a cooperative (hereinafter referred to as "founding meeting") beside the Statute elect board members to approve the team and the satisfaction of the of capital, or even initial deposit.

(2) prepare draft statutes of the convener, which is a natural person authorized in writing to those interested in the establishment of cooperatives.

(3) The convener shall convene interested in establishing a cooperative manner appropriate to the inaugural meeting.

§ 556

(1) The constituent meeting may participate in the person who filed an application to co-created for the attention of the organizer and did not take it back to the start of the founding meeting, or other persons, unless such persons shall prohibit participation in the founding meeting.

(2) In the event that the inaugural meeting of the participating agent must not represent more than 1 person who filed the application.

§ 557

(1) The constituent meeting starts convener or a person authorized. It shall inform the inaugural meeting quorum by attendance list, the accuracy and completeness before verified by comparison with the application, and the constituent meeting familiar with the dealings convener has taken. In addition, proposed rules for the inaugural session of the meeting and the presiding election.

(2) Before further negotiations approve the proposal from the inaugural meeting organizer or the person responsible for receipt of applications by individual candidates for the establishment of cooperatives, with the only persons whose applications were approved, shall be entitled to attend meetings of the constituent meeting.

(3) Constitutive Meeting adopts resolutions by a majority vote present at the time.

§ 558

(1) A person who has made an application to the team, it can take back to the start of the founding meeting, the provisions of § 559 is not affected.

(2) Any person who is entitled to attend the inaugural meeting under § 557, paragraph 2, at the opening meeting has 1 vote. The articles are always voted on publicly.

§ 559

(1) The founder of the team is the person who filed an application to co-created by opening constituent meeting, did not take her back, her application was pursuant to § 557 paragraph 2 and to meet the approved conditions for membership and its creation, except under the deposit obligation, or of employment.

(2) A person who did not vote for the adoption of statutes, may withdraw your application immediately after the announcement of voting results, otherwise the account to withdraw the application, in this case does not founder. Withdrawal application shall be stated in a public document, which certifies the course of the constituent meeting.

(3) Upon approval of an approved list of the constituent meeting of the founders, annexed to a public document pursuant to § 560th

§ 560

(1) Progress inaugural meeting and a decision on adoption of the statute is to certify a public document that must contain the final text of the statutes and which is annexed a list of the founders and the founders of the written declaration of acceptance of deposit obligations of Member to the base of the deposit, unless such statement has been certified as the founders instrument of public certificates during the inaugural meeting.

(2) If the founder of the compelling reasons to participate in the founding meeting, the receipt of a certificate of deposit obligations under paragraph 1 made in the form of a public document or written statement of acceptance of this obligation in the form of a public or with a notarized signature of the statutory body established to deliver team within 15 days of the date of the inaugural meeting.

§ 561

Founder of the deposit obliged to fulfill the basic input to a Member of the deposit or deposit within 15 days of the date of the inaugural meeting which decided to establish cooperatives, otherwise it becomes a member.

§ 562

Information board

(1) establish a team at the headquarters of the information board. The information desk is open every working day in the normal working hours to all members.

(2) Determine if the articles, information desk is available to cooperative members through the website.

Section 3

Deposits

§ 563

(1) Each member participates in the capital base team member contribution.

(2) Determine if the statutes so provide, a member may participate in the capital of one or more other Member deposits. The amount of additional members' shares may be different for individual members.

(3) Member deposit base is made up of the sum of capital and all other member deposits.

§ 564

(1) The condition of membership is a written declaration pursuant to § 560 paragraph 1 or 2 and meet deposit obligations of Member to the base of the deposit, unless this Act provides that the commencement of membership is also a need for employment creation. The statutes may determine that a condition of membership is a deposit only to fulfill the obligations related to initial deposit in the amount specified statutes; input is part of the deposit base of capital.

(2) The base of capital for all team members the same.

(3) Deposit obligation to the extent of the difference between the base member contribution and buy-ins must be met within the time specified in the statutes, which may not be longer than 3 years.

§ 565

For the duration of the membership base is not a Member of the deposit or return, it does not apply if there is a reduction of capital base.

Increase in share of capital

§ 566

(1) The increase of capital amounts paid by members is possible, determine if the statutes so provide. Basic Member deposit can be increased by amounts paid by members other than once every 3 years and up to three times their current level.

(2) The adoption of a decision to amend the Articles, which will increase an additional charge of capital base member, and a decision on the increase of capital must pass at least 90 days.

§ 567

(1) Members' Meeting may decide that the Member deposit base increased proportionately to all members of the team's own resources.

(2) The increase of capital from its own resources is only possible if the financial statements, under which members' meeting decides to increase, audited with an unqualified opinion.

(3) To increase the use of capital reserve fund can not, unless under another law or statute establishes other funds that are created for purposes other than to increase the contribution of the Member or their own resources are assigned and whose purpose team is entitled to change.

(4) Increase in share capital must be greater than the difference between equity and the sum of existing capital and other own resources, which are assigned a team whose purpose is not authorized to change.

Reduction of capital base

§ 568

(1) The Board shall publish the decision to reduce members' meeting basic of capital and the amount thereof within 15 days of its adoption twice with an interval of 30 days.

(2) The Board simultaneously with the publication of written invitations to all known creditors teams, whose claims arose before the team members' meeting resolution on reduction of capital, to register their claims against the cooperative within 90 days after the last publication, unless it is a reduction base of capital to offset losses.

§ 569

(1) give the creditor the team that logs time his claim against the cooperative, reasonable assurance that it will satisfy the claim or, unless otherwise agreed with the lender. Cooperative agreement demonstrates the application for a reduction in the entry of capital into the commercial register.

(2) The obligation under paragraph 1 shall not apply to worsen with decrease in the recoverability of capital assets for the team.

(3) If a creditor that has worsened the recoverability of receivables, and the team denies it, the court on adequate collateral under § 571st

§ 570

Agrees to be cooperative with all creditors to secure or satisfy their claims, there is no need to meet the deadline specified in § 568, paragraph 2; cooperative agreement demonstrates the application for registration of capital reduction of incorporation.

§ 571

In the event that the team and the way the creditor securing the debt agreement, decide on appropriate security court with regard to the type and amount of the claim, the court's decision demonstrates a cooperative Registry Court in applying for a reduction in the entry of capital into the commercial register.

§ 572

Additional member contribution

(1) The transfer of responsibilities to another Member of the deposit close association with a member of a written contract. The contract includes data on the amount of monetary contribution, or on what form the subject matter of in-kind contribution and his awards, his method of valuation and the deadline to meet deposit obligations.

(2) Unless another settlement of capital for the duration of the membership agreed in the contract of another Member of the deposit can not be a member of another Member or part of deposit or otherwise deal back.

In kind

§ 573

(1) Non-monetary contribution will be appreciated from the expert of experts conducted under other legislation designated by the depositor and cooperative agreement, or if the team still did not arise in agreement between the founders.

(2) Non-monetary contribution can not be credited to a member deposit a higher amount than what was awarded.

(3) Non-monetary contribution approved before entering the membership meetings or constituent meetings.

§ 574

Determine if the statutes so provide, may also be non-monetary contribution or application design work or supply or service member.

Section 4

The rights and obligations of members

Subsection 1

Basic Provisions

§ 575

(1) The member is in accordance with the law and the law especially

a) to elect and be elected to the bodies of cooperatives,

b) participate in management and decision making in a cooperative

c) participate in the benefits provided by the team.

(2) Members shall, in particular

a) comply with the statutes,

b) to comply with decisions of the team.

§ 576

(1) Where articles or a resolution of the meeting of members determined that the rights of the member or some of them determined by the length of his membership in the cooperative, the expected length of membership of each member from the membership of its legal predecessors, whose membership was created first.

(2) The length of membership under paragraph 1 shall be counted as time during which the member or his legal predecessor business partner or a member corporation, which was the predecessor legal team.

Subsection 2

Acquisition of membership

§ 577

(1) Membership in a cooperative arises only when all terms of this Act and Statutes, and

a) the establishment of cooperatives on cooperatives,

b) the date of the decision of the competent authority for admission as a team member or a later date specified in this decision;

c) transfer or share a cooperative transition.

(2) application applicants for membership and the decision on the adoption of a cooperative must be in writing and always include the team name, the name and permanent address of the applicant for membership and its definition of a cooperative share.

(3) The adoption of the cooperative board decision or other authority designated cooperative statutes, except for the commission.

(4) Membership in the team created for an indefinite period.

§ 578

Membership of one of the spouses does not constitute membership in the cooperative of the other spouse.

§ 579

(1) makes the creation of statutes membership employment relationship member to a cooperative team member may only be a person eligible for a work contract.

(2) Membership in the team begins on the day of employment and ending on the date of termination of employment, if the statutes condition of membership in a cooperative working relationship member to the team; statutes may determine that termination of membership does not terminate the employment relationship.

Members List

§ 580

(1) maintains a list of team members.

(2) The list of members shall be entered

a) the name and permanent address, where appropriate, another member designated mailing address,

b) the date and method of formation and termination of membership in a cooperative and

c) the amount of capital and the extent to meet deposit obligations of a Member of the deposit.

(3) A member shall notify the team and show every change in the list of registered members, without undue delay after the event occurred. The cooperative shall register the fact to be recorded without undue delay after the change had been established.

§ 581

(1) The member has the right to inspect the membership list and request a free issue of confirmation of their membership and content of its registration in the list of members. The statutes may determine that a member who requires that certification more often than once a year, the team will pay the reasonable costs associated therewith.

(2) Data entered in the list of team members may be used only for their needs in relation to members of the team. For any other purpose such data may be used only with the approval of its members are involved.

§ 582

(1) The cooperative shall issue to each member at his written request for reimbursement and a copy of the list of all members of the list or requested, without undue delay of receipt of the request.

(2) The Board will look into every part of the list if a legitimate interest in this consultation or demonstrate written approval of a member whom the registration relates;, signature must be authenticated.

§ 583

Ceases to be a member of his team member, team member list in the mark without undue delay. This list of the board to see only former member whose registration is concerned, and its legal successor. Another person team will provide information on the list only as provided by law regulating the business in the capital market for the provision of data by the person leading register of investment instruments.

Subsection 3

Board membership

§ 584

Membership application

(1) Each member shall be entitled to claim compensation for injury to team against a member body of a cooperative or to meet their obligations under any agreement pursuant to § 53 paragraph 3, the same applies for subsequent enforcement.

(2) member shall be entitled to claim damages under paragraph 1, if it was about her decision pursuant to § 53 paragraph 3

§ 585

(1) Before exercising the right under § 584 paragraph 1 against a member of the Board informs a control commission, if it was established; towards the application of the law against a member of another body of a cooperative, inform the board of directors.

(2) Informed body exercises his right to compensation without undue delay after receipt of information pursuant to paragraph 1, or a member may exercise his right under § 584, paragraph 1 for the team itself.

§ 586

Member's share of profits

(1) The statutes may determine that some member or members are subject to the conditions specified in the articles entitled to a share of the profits.

(2) Where the statutes do not determine how to determine the member's share of profit to be apportioned among the members shall be determined in proportion to its deposit obligations have been met to a Member of the deposit paid-up share capital of cooperatives, the member whose membership in the reporting year took only part of the accounting period the share of profits shall be reduced proportionately.

Subsection 4

An obligation on members to contribute to cover loss team

§ 587

Determine if the statutes may impose membership meeting members to contribute to cover the loss of cooperative (hereinafter "the duty to reimburse").

§ 588

(1) the obligation to reimburse in the statutes for individual members shall be nominated in the same amount and not more than three times a base of capital.

(2) For all members of the Audit Commission or some of them can be determined obligation to reimburse up to ten times the base of capital, if that possibility is provided in the articles of the day of their membership of the Board or the Audit Commission.

§ 589

Reimburse the obligation may be imposed repeatedly. When the total amount of the obligation to reimburse member for the duration of his membership in the cooperative limit under § 588, the member can no longer be obliged to reimburse another store.

§ 590

Reimburse duty may be imposed even those team members who have caused or loss team in its development contributed significantly.

§ 591

Adjustment to reimburse the obligation in the statutes or the change is effective only for periods subsequent to the period in which the obligation to reimburse the statutes modified or amended by this treatment.

§ 592

A person who was a member of the team for a certain part of the accounting period in which the loss arose team performs only a proportion of the obligation to reimburse for this part of the accounting period.

§ 593

Reimburse the obligation can be imposed if

a) loss of co-operatives were established regular or extraordinary financial statements

b) membership meeting discussed the regular or extraordinary financial statements

c) to offset losses was used retained earnings from previous years and reserve and other funds, if established, which according to the statutes used to offset losses, and

d) the decision of the members' meeting obligations to reimburse members were taken within 1 year from the date of the reporting period in which the loss was paid to reimburse duties.

§ 594

(1) shall not be obliged to reimburse members stored at a higher extent than is the actual amount of the loss of the cooperative.

(2) The difference between the amount at which člen fulfilled the obligation to reimburse, and the amount to be paid under paragraph 1 shall be returned within 3 months from the date on which this fact was discovered.

Subsection 5

Cooperative share

§ 595

(1) is a cooperative share the rights and obligations of membership arising from membership in the cooperative.

(2) Each member may have only 1 cooperative share.

§ 596

A team can not acquire its own co-operative share, unless it is a conversion under other legislation.

§ 597

Statutes may be excluded to share in the cooperative ownership.

§ 598

Transfer and transition co-operative share is not permitted if the statutes condition of employment membership member to the team, this does not apply if the transferee or heir has an employee share of cooperative associations, or becomes.

Transfer of cooperative share

§ 599

Cooperative share transfer is possible only to a person who is under the provisions of this Act or the Statutes may become a team member.

§ 600

A member may transfer his share of credit to another member, if the statutes do not prohibit, and the person who is not a member, if the statutes allow. Transfer statutes may subject the approval of the Board. Consent of the Board with the transfer of cooperative shares can not be changed or revoked.

§ 601

(1) The transferor is responsible for co-operative share of debts that are associated with the cooperative share.

(2) The effects of cooperative share transfer to occur on delivery of effective co-operative agreement on the transfer of a cooperative team shares unless the contract determine the effects later. The same effects as a delivery contract of service, the transferor and transferee to enter into such an agreement.

Transition cooperative share

§ 602

Cooperative share is transferred to the successor member per the terms of this Act or the Articles, unless the statutes exclude transition. The transition can not be ruled out co-operative interest in housing co-operative in the case law indicates that a member of the lease or right of conclusion of the lease.

§ 603

(1) cooperative share heir who wants to be a team member is entitled to their participation in the cooperative to terminate, without undue delay and no later than one month from the date when he became heir, or to disregard the notice.

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

(3) Where a notice heir under paragraph 1, the team did not become a member.

§ 604

(1) excluded by the statutes of inheritance of a cooperative share, but conditional on the acquisition of membership in the cooperative agreement of the Board, does not become heir to the member, until the approval of its request granted.

(2) If the Board agrees with the emergence of membership, he shall be the heirs, as if a team member from the date of inheritance.

(3) If the Board fails to notify heirs within 30 days from the date of heir team for approval requested, the heirs with the emergence of membership in the cooperative agreement.

§ 605

(1) dissolution of the legal person who is a member of a cooperative, the cooperative share is transferred to its legal successor, if the legal person before its demise and asked the Board to the transition cooperative share legal entity before the agency agreed.

(2) If a legal person more successors, the transition may be distributed cooperative share to more than one legal successor. If the Board approves the transition to cooperative share more than one legal successor rule, approved by the division of cooperative shareholding.

§ 606

Amalgamation of cooperative shares

If a member acquires the duration of his membership in another cooperative team share their cooperative shares coalesce into a single share in a cooperative day become a member. However, if each of cooperative shares associated rights of third parties, cooperative shares to merge the date when the rights of third parties terminate the agreement unless the team member with the third party determines otherwise.

§ 607

Distribution of cooperative share

Where permitted by the statutes, can be divided into cooperative share with the consent of the Board. Split Shares may not be cooperative if the cooperative as a result of the distribution of share holding has fallen by the transferor or the transferee co-operative interest in the team below the amount of capital base.

Financial Assistance

§ 608

Unless the articles of other conditions, may provide financial assistance team, if

a) financial assistance is provided under fair conditions,

b) Board of Directors prepare a written report in which

1) provide financial assistance to objectively justify including the benefits and risks of which the team derived,

2) specify the conditions under which financial assistance will be provided and

3) explain why the provision of financial assistance is not in conflict with the interests of the cooperative.

§ 609

(1) The report pursuant to § 608 point. b) Require the team to the collection of documents without undue delay after the provision of financial assistance approved by the membership meeting. The report shall be available for inspection team members at the headquarters team from convening a meeting of members must be at the membership meeting to all members freely available.

(2) In providing financial assistance to paragraph 1 and § 608 apply to banks and financial institutions, as is the usual limits of their core business and if they do not cause a reduction in equity under the subscribed capital plus funds which are not under this Act or articles divided among co-operators.

Subsection 6

Termination of Membership

Methods of termination of membership

§ 610

Membership in the cooperative ceases

a) Agreement

b) withdrawal of a member,

c) the exclusion of a member

d) transfer of a cooperative share

e) a cooperative transition share

f) the death of team member,

g) the dissolution of the legal person who is a member of a cooperative

h) a declaration of bankruptcy member

i) the dismissal of an insolvency petition for lack of assets member

j) delivery of notification of repeated unsuccessful auction in enforcement proceedings or in execution or, if not membership rights and obligations of the convertible, a final regulation enforcement impairment of rights and obligations, or legal power to order enforcement of disability rights and obligations of the Member after period specified in the invitation to meet the obligations enforced by special legislation and, if it was at this time a proposal to stop the execution, after the decision on this proposal

a) termination of employment under § 579, paragraph 2, unless the statutes provide otherwise, or

l) termination without legal successor team.

§ 611

Agreement on cessation of membership and notice of resignation of members of the team must be in writing.

§ 612

(1) The statutes may determine the period of notice for resignation from the team, which may not be longer than 6 months; meeting of members to the decision that is contrary thereto, shall be disregarded.

(2) Where the statutes do not determine the notice period, the protruding member to identify in the notice of appearance as the date of termination of membership in the team a different day than the day of receipt of notice of withdrawal. Between the date of receipt of notice of withdrawal and the date of termination of membership specified in the notice of withdrawal must elapse time is longer than 1 year.

§ 613

(1) If a member performs the team because he disagrees with the amendment to the statutes

a) the amendment to the withdrawing member is not effective and the relationship between team member and shall be governed by existing statutes,

b) state the reason for presentation in the notice of withdrawal, otherwise it is not a performance because of disagreement with the amendment to the statutes

c) the notice of withdrawal delivered to the cooperative within 30 days from the date of the meeting of members, a resolution to amend the articles taken, or to the right of any Member to withdraw from the team due to disagreement with the amendment to the statutes, be disregarded and

d) membership of a departing member expires calendar month in which the notice of withdrawal delivered to the team.

(2) the procedure referred to in paragraph 1 may withdraw from the team, each member at the membership meeting voted to amend the articles, the ballot is prohibited.

(3) If there was to amend the articles with which team member, the decision to the Assembly of Delegates may withdraw from the cooperative each member, within one month from the date he knew or could find out about this change, but not later than 3 months.

Expulsion of a member of the team

§ 614

A member may be expelled from the team, if seriously or repeatedly breached the obligations of membership, ceased to qualify for membership or for other important reasons mentioned in the articles.

§ 615

(1) The exclusion prevents a written warning.

(2) The Board shall decide the award warnings or other authority designated by the statutes.

(3) The warning shall state the reason for the award and a member of the alert to the possibility of exclusion and ask to make a stop violations of membership obligations and consequences of failure to remove membership obligations, to the members always provide for an appropriate period, but at least 30 days.

§ 616

The provisions of § 615 shall not apply if the Member breach of duty or other important reasons given in the articles have consequences which can not be removed.

§ 617

(1) Exclusion of a member of the team decides board of directors or other authority designated by the statutes.

(2) The exclusion can not decide later than within 6 months from the day when the team learned the reason for exclusion, but not later than 1 year from the date of exclusion occurred.

(3) The exclusion must be in writing. The decision also includes instruction on the law secreted 618th member under §

§ 618

(1) The decision to exclude a member may submit a reasoned objections to the members' meeting within 30 days of receipt of the notice of exclusion, this applies even if it decided to exclude membership meeting, to the opposition, contrary to the account.

(2) When deciding on the exclusion of the statutes membership meeting, the procedure under § 620 to 622nd

§ 619

Membership secreted person ceases futile expiry of the objection or the date when it was cleared by a person served with the decision to reject the meeting of members of the opposition.

§ 620

(1) The decision of the meeting of members

a) the rejection of the opposition, or

b) the exclusion if the exclusion of decisions under a statute membership meeting, secreted by the person may be submitted within 3 months from the date of delivery of the draft declaration on the court decision to exclude invalid.

(2) Until the expiry of the deadline for submission to the court or pending final completion of legal proceedings against the member of the team can not exercise any rights arising from the termination of its membership.

§ 621

The decision to expel a member of the Board and Member Meeting decision to reject the objections and confirmation of the decision to exclude the vylučovanému členovi delivered by registered mail to the address of the hands of members referred to in the list of members.

§ 622

(1) The cooperative may cancel the decision on expulsion, revocation of the decision to exclude a cooperative institution decides who is entitled to decide to expel a member.

(2) With the abolition of exclusion excluded person must agree in writing. If not grant consent to exclusion of one month from the date on which the judgment was delivered on the abolition of exclusion, the exclusion decision to cancel the account, it does not apply if the person to cancel the decision to exclude previously requested in writing.

(3) The decision of the exclusion can be, even in cases in which proceedings relating to invalidity expulsion of a member of the team.

(4) If the decision to exclude withdrawn or decided the membership meeting or the court that the opposition members against the decision on exclusion is justified, it is true that membership in the cooperative has not expired.

Section 5

Settlement amount

§ 623

(1) settlement amount is determined by the ratio of deposit fulfilled the obligations of membership, which in the accounting period, the membership, the Member contribution to the total deposit of fulfilled duty of all members to member deposits on the last day of the reporting period.

(2) In calculating the ratio of the share settlement under paragraph 1 shall be multiplied by the amount of equity team after deducting the reserve fund, if under other laws or statutes established, to the extent that under any law or statute can not divide the reserve fund between team members, determined from financial statements prepared on the last day of the accounting period in which membership has expired. Termination of the membership to 30 June of the reporting period, determine the settlement amount of the equity team at the last day of the previous reporting period, if so established a higher settlement amount.

§ 624

Settlement amount is due upon expiry of 3 months from the date on which it was or could be the amount determined under § 623rd

§ 625

The provisions of § 623 and 624 shall apply if the statutes specifies otherwise; statutes can not determine the period for paying the settlement share more than 2 years from the date of termination of membership.

§ 626

Unless the statutes provide otherwise, the settlement amount payable by an expelled member within 1 year after it was or could be the amount determined under § 623, or legal force of a court decision which the proceedings concerning the determination of invalidity of a decision to exclude completed.

§ 627

(1) If the bankruptcy was closed to the property member, his membership in the cooperative shall be renewed, this does not apply if the audition was canceled after fulfillment of the resolution or because the debtor's estate is entirely insufficient.

(2) The insolvency administrator returns within 30 days of the decision to cancel the bankruptcy court settlement amount paid by the bankrupt team.

§ 628

(1) If he was finally stopped by enforcement or execution disability cooperative share, compulsory membership in the cooperative shall be renewed.

(2) A person who received the settlement amount paid by the debtor returns within 30 days of the decision of the court suspend enforcement or execution of compulsory settlement amount paid by the team.

Section 6

Authorities team

Subsection 1

General Provisions

§ 629

The authorities are cooperative

a) membership meeting,

b) Board of Directors

c) Audit Commission and

d) other bodies established by statutes.

§ 630

Cooperative member of the body may be only team member.

§ 631

Each team member has a vote in the body of a cooperative 1 vote.

§ 632

The term of not more than 5 years. The term of office of members elected body ends all its members as well, this also applies to delegates.

§ 633

Disregard agreement statutes, resolution bodies and cooperative agreement contracts, which the team members recognize the voices in conflict with this Act.

§ 634

(1) At the hearing, each institution's team takes the one who summoned the body of a cooperative act, write out at least a date, place and agenda of the body, adopted a resolution, voting results and opposition members.

(2) Insert the registration form a list of members of the institution stating one of the members was not present at the invitation and other documents that were submitted to the discussed issues.

Subsection 2

Membership Meeting

§ 635

Introductory Provisions

(1) Right to participate in the meeting of members to team members, liquidators and persons as provided for under other legislation.

(2) Members shall attend the meeting of members in person or by proxy. The power of attorney to represent the members' meeting must be in writing and must indicate whether it was granted for representation at one or more member meetings. No one shall be at the meeting of members acting more than one third of all team members, otherwise valid, it does not have to act at any membership meeting granting power of attorney.

Convening a meeting of members

§ 636

(1) The convener at least 15 days prior to the meeting of members shall publish an invitation to a meeting of members on the website and team members at the same time it sends to the address indicated in the list of members. Publication of the invitation, the invitation shall be delivered. Notice must be published on the website until the holding of the meeting of members.

(2) Notice shall contain at least

a) the name and address of the cooperative,

b) the place and start time of meeting of members, location and time of commencement of the meeting of members shall be determined in such a way that minimizes the possibility of a member limited her to attend

c) an indication of whether the members' meeting convened meeting of members or alternate,

d) a scheme member and meetings

e) the place where the member may be familiar with the documents for each meeting of members of the program matters, unless they are attached to the invitation.

§ 637

In order to be a change of statutes or the adoption of the resolution, an amendment to the Statutes, including the invitation in Annex of these changes included a proposal or draft resolution.

§ 638

(1) The Board shall convene a meeting of members within the period specified statutes, but at least once in each financial year.

(2) Members' Meeting, which is to discuss the annual financial statements, must be held within 6 months after the reporting period for which the regular financial statements.

§ 639

(1) The Board shall convene a meeting of members every where in the important interests of the cooperative.

(2) The Board shall convene a meeting of the members also without undue delay after discovering that

a) loss team has reached such a height that when the payment of the sources of the team accumulated losses amounted to capital, or it can be to all the circumstances to assume or

b) the team fell into bankruptcy or impending bankruptcy by other legislation membership meeting and will propose the adoption of necessary corrective measures.

(3) The Board shall convene a membership meeting if so requested by the JCC or at least 10% of team members who have at least one fifth of all votes, the statutes do not specify a lower number of eligible members or lower number of required votes or lower the number of eligible members and the necessary votes.

§ 640

At the request of the Audit Committee or members of the cooperative pursuant to § 639 paragraph 3, or interest in an important team member may call a meeting of one or several members of the Board, Audit Committee or the liquidator, if it was to convene the Board under this Act or the statutes and did so without undue delay after the obligation arose.

§ 641

(1) If the membership meeting convened at the request of the Audit Committee or members of the cooperative pursuant to § 639 paragraph 3 by the Board to be held within 30 days after receipt of the request must be membership meeting convened by or under authority of § 640th

(2) If the person or the authority under § 640 does not do so within 10 days after the deadline for convening meetings of the Board Member may convene a meeting of the membership and all operations connected with it to make a person authorized in writing by all members that a meeting of Member Meeting requested.

§ 642

If the membership meeting convened at the request of the Audit Committee or members of the cooperative pursuant to § 639 paragraph 3 quorum shall convene the person who convened a meeting of members, the replacement member meeting, this does not apply if the control board or person pursuant to § 639 paragraph 3 took its request back.

§ 643

Adding the members' meeting

(1) Upon request of the members entitled to require that a meeting of members of their board of classified matter designated to the program members' meeting. If this application is received after sending invitations, inform the board of cooperative members present at a meeting convened by the Member. The obligation to convene a meeting of the new member is not affected, unless it is a matter that was the subject of this application for membership meeting dealt with in accordance with paragraph 2

(2) Matters not included in the proposed meeting of members, can be discussed only with the consent and participation of all team members.

The ability of members' meeting a quorum

§ 644

(1) The General Meeting has a quorum if a majority of all members having a majority of votes required in this Act or by the participation of the members having a higher number of votes.

(2) In assessing the ability of members' meeting and a quorum for the adoption of resolutions shall be taken of the presence and voices of members who can not exercise voting rights pursuant to § 660 to 662nd

§ 645

Membership meeting by a majority vote of members present, if required by this Act or the articles of a higher number of votes.

§ 646

If the resolution to be adopted by the meeting of members of some of the matters specified in § 650, paragraph 2, the membership meeting a quorum are present at least two thirds of all members, and the order must be received at least two-thirds of members present.

Replacement Membership Meeting

§ 647

If the membership meeting a quorum shall convene the person who originally convened the meeting convened by the member, if it is still necessary, without undue delay, the replacement member meeting with the same agenda, in the same manner as originally convened membership meeting and a separate invitation.

§ 648

(1) Replacement Membership Meeting has a quorum regardless of the number of members present, unless otherwise determined by the statutes.

(2) Matters not included in the proposed program of regular members' meeting, you can substitute the membership meeting to decide only if they are present and show if agreed by all team members.

Member Decisions Meeting

§ 649

Member entitled to vote at a meeting of the members of the team.

§ 650

(1) Every member shall vote at the membership meeting on 1 vote, unless the statutes determined to have more votes.

(2) Each member has 1 vote, decides the membership meeting on

a) approve the granting of financial assistance,

b) reimburse obligations

c) the cancellation of the liquidation team,

d) conversion of cooperatives,

e) issuing bonds.

§ 651

If so requested by the liquidator in members' meeting to speak, he shall always before voting begins.

Deciding per rollam

§ 652

(1) admits the statutes provide for cooperative decision-making per rollam, send team or a person authorized to convene the meeting of members to all members of the draft decision.

(2) per rollam decisions can not be used in determining delegates.

§ 653

Draft decision

a) the text of the proposed decision and its justification

b) a service of the members designated in the statutes, or 15 days for the start of the run shall be the service of the member,

c) documents needed for its adoption and

d) other information, determines if the statutes so provide.

§ 654

(1) If a member fails to deliver within the time limit under § 653 point. b) a cooperative agreement with the draft resolution, rule, opposes the proposal.

(2) Where this Act that the decision meeting of members was witnessed by a public document, the form expressed by members of public documents, which shall indicate the content of the proposal for a meeting of members to which the statement relates.

(3) The decisive majority is calculated from the total number of votes of all members of the cooperative.

§ 655

The result of the decision under § 652 to 654, including the date of its receipt, notify the person authorized to convene meetings manner prescribed by law and the convening of the meeting of members to all members without undue delay after the date of its adoption.

Scope of the meeting of members

§ 656

Membership Meeting

a) is amended statutes, where there is no change on the basis of other legal elements,

b) elect and remove members and alternate members of the Board and Audit Committee, unless another law provides that one or more members of the Audit Committee selects staff team

c) determine the remuneration of the Board, Audit Committee and members of other bodies established by the statutes of a cooperative, when authorized by statutes such bodies or their members to elect and recall,

d) approve the ordinary, extraordinary or consolidated financial statements or interim financial statements

e) approve the contract for performance of their duties according to § 59,

f) approve the granting of financial assistance,

g) decide on the opposition members against the decision to exclude,

h) approve the conduct made the team in its creation,

i) decide on the distribution of profit or cover loss,

j) decide on the obligation to reimburse,

k) decide on the use of reserve fund

l) decide on the issue of bonds

m) 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 activity or activities of cooperatives,

n) decide on the transition team,

a) approve the contract of silent partnership, and its amendment and cancellation

p) approve a contract for another Member of the deposit and its variation and revocation, unless the statutes provide that the membership meeting does not approve it,

q) decide on the abolition of the liquidation team,

r) are elected and recalled by the liquidator and decides on the remuneration

a) approve the liquidator's report on the disposition of liquidation balance,

t) decide on other matters which the law or the statutes confer within its scope.

§ 657

Membership meeting may reserve its jurisdiction to decide on other matters which by this Act or the statutes do not confer within its scope, this does not apply if it is a matter entrusted by this Act to the Board of Directors or the Audit Commission team.

§ 658

If you reserve membership meeting deciding on certain matters within its scope can not be decided on the matter on the same membership meeting at which the members' meeting deciding on certain matters reserved, unless the membership meeting attended by all team members and everyone agrees that this matter will be discussed at the membership meeting.

§ 659

(1) One member who convened the meeting, takes about the progress of registration within 15 days of the date of the meeting of members. Each member has the right to obtain a copy of the minutes, determine if the statutes so provide, the cooperative will pay the costs reasonably incurred in its acquisition. Minutes signed by the person who convened a meeting of the membership, and if you wrote another person, then she signed it.

(2) Resolution of the meeting of members shall be certified by a public document, in the case of

a) the amendment of the Statutes

b) the revocation of the liquidation team,

c) the conversion of cooperatives,

d) approval of 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 activity or activities of the cooperative.

§ 660

The member shall not exercise the voting membership meeting law

a) If the delay in complying with the obligation to deposit a Member of the deposit,

b) decide the membership meeting of the objections against the decision of that member of his expulsion,

c) decide the membership meeting on his removal from office of member of a cooperative

d) decide the membership meeting for approval to provide financial assistance in relation to him.

§ 661

Restrictions on exercise of voting rights pursuant to § 660 applies to persons acting in concert with those who can not exercise the voting rights.

§ 662

Exercise the voting rights of the member can be reduced to exclude or suspend only if so provided in this Act or other legislation.

§ 663

Nullity of the resolution meeting of members

(1) Each team member, member of the board or control board or liquidator may invoke the nullity of the resolution meeting of members pursuant to the provisions of the Civil Code on the invalidity of the resolution, Member Society meeting conflict with the law or the statutes. It was decided outside the membership meeting, 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 under § 652 to 655th

(2) the absence of applied pursuant to paragraph 1 within the statutory period, or if no motion of no invalidity granted, can not force a resolution to review the members' meeting already, unless another law provides otherwise.

(3) annulment of decisions of other bodies cooperative persons are liable under paragraph 1, invoked only where these decisions are made within the scope of members' meeting, paragraphs 1 and 2 shall apply mutatis mutandis.

(4) The provisions of paragraph 1 second sentence shall apply mutatis mutandis to decisions on individual meetings with the member that the deadline for application to submit an application runs from the date of the last partial member meeting.

(5) The reason for invalidity of the resolution meeting of members is its contradiction with good morals.

Sub-Member Meeting

§ 664

(1) The statutes may determine that the membership meeting will be held by individual member meetings. In such cases, statutes determine

a) the rules for inclusion of all team members to each individual member meetings

b) the period in which each individual member meetings are held. Between a first and last partial meeting of members may elapse time is longer than 40 days, otherwise, the resolution was not adopted.

(2) Unless otherwise provided, shall be used for partial meeting of members, their calling, competence, decision-making and resolution invalid analogy the provisions of this Act on the membership meeting.

§ 665

(1) The meetings of all individual member must be the same. Completion of the program under § 643 is not allowed.

(2) The ability of members' meeting a quorum is determined by the sum of the total votes of all members present at all meetings of the sub-member.

(3) adoption of resolutions shall be determined from the total sum of all votes cast for all sub-member meetings together.

§ 666

If you need a certificate of adoption decisions meeting of members a public document, it must be a decision on each individual member's meeting witnessed a public document.

§ 667

(1) To be the partial member meetings decided on a matter which directly affects the legitimate interests of the team member, especially if it is to be decided by the opposition members against the decision to exclude it, invite that member to each individual member's meeting, a written invitation and has the right to participate in the meeting of members in sub-section that they are concerned.

(2) If a member asks to speak before the vote of members in the matter, which concerns it will allow him to comment, especially to his defense against a proposal to reject the objections and confirmation of the decision to exclude.

(3) The partial meeting of members pursuant to paragraph 1 shall be convened so that the member concerned the opportunity to attend the fair each.

§ 668

The results of all meetings and resolutions adopted by individual Member meetings in full without delay publish a notice board vyvěšeným for at least 60 days from the date of the last partial meeting of members on the information board of the cooperative.

The Assembly of Delegates

§ 669

(1) The statutes may determine that the scope of the meeting of members shall carry out all or part of the Assembly of Delegates, in which case the statutes designate

a) the scope and Assembly of Delegates

b) the rules for inclusion of all team members in each constituency delegates (the "constituency").

(2) If application of statutes nevymezí Assembly of Delegates, rule, act as the Assembly of Delegates meeting of members and a full membership meeting nesvolává.

§ 670

(1) The Assembly of Delegates is prohibited to set up a team which has fewer than 200 members.

(2) expiration of 90 days from the date on which the number of team members has fallen below the limit specified in paragraph 1 shall cease to have an arrangement of the statutes and the effectiveness of the delegates shall cease operation of all delegates. Nearest membership meeting convened after the deadline in the first sentence of the procedure under § 636 and 640 indicate the statutes into conformity with this Act.

(3) Paragraph 2 shall not apply if the number of members fall below the limit specified in paragraph 1, lasted for less than 90 days.

§ 671

(1) Constituencies created and deleted according to the rules fixed by the Board in its statutes.

(2) Each team member is classified into one of the constituencies. No one shall be assigned to multiple constituencies.

**(3)(( The Statutes shall determine the assignments of members to the various constituencies.

Establishment and termination functions delegate

§ 672

(1) For each constituency shall be elected a delegate from among the members included in this constituency.

(2) Delegate elected and recalled by the members included in the constituency. In the election and removal of any member delegate has one vote, unless the statutes determines that a higher number of votes entitled to vote and delegate the team member who is in default in meeting deposit requirements.

§ 673

(1) Termination of the constituency ceases function delegate who was elected a member of the defunct included in the constituency.

(2) The delegate election and dismissal of the § 631 to 634 shall apply mutatis mutandis.

(3) Elections provides delegates and organizing board.

§ 674

(1) The delegate shall be elected for a term designated by the statutes, which must not be longer than 5 years.

(2) Where the statutes do not determine the length of the term in accordance with this Act, the term of 5 years.

(3) function terminates the delegate election of a new delegate, but not later than the last day of his term.

§ 675

(1) A delegate may at any time be removed from office.

(2) A delegate may resign by written declaration. Delegate Function terminates the delivery of a statement to the headquarters team.

§ 676

Change the number of members enrolled in individual constituencies has resulted in cessation of existing delegates or holding new elections of delegates.

§ 677

Rights and duties of a delegate

(1) delegate carries out his duties in person.

(2) A delegate shall act in accordance with the interests of the members included in the constituency in which he was elected.

(3) The delegate shall inform the members to convene a meeting of delegates, the delegates proposed program and seek their guidance and act in accordance with the opinion of the majority members.

(4) The delegate shall inform the members about the course and passed resolutions of each meeting of delegates and provide them for inspection of all related documents and information.

List of delegates

§ 678

(1) team keeps a list of delegates.

(2) The list of delegates is written the name and address of the delegate designated by him or other mailing address, day and date of and reason for termination of his office.

(3) The member has the right to the list of delegates to inspect and make copies thereof and extracts.

§ 679

(1) The delegate shall have the right to inspect the list and request a free issue of confirmation of their function and content of its registration in the list of members. The statutes may provide that the delegate, which requires that certification more often than once a year, the team will pay the reasonable costs associated therewith.

(2) Data entered in the list of delegates can only use the team for their needs in relation to members of the team. For any other purpose such data may be used only with the consent of delegates, which the data relate.

§ 680

(1) The cooperative shall issue to each Member for his his written request for reimbursement and a copy of a list of all the delegates or the required parts list, and without undue delay of receipt of the request.

(2) The Board will look into every part of the list if a legitimate interest in this consultation or demonstrate written consent of the delegate to which the registration relates; delegate signature must be authenticated.

§ 681

The data in the list of delegates including any amendments to keep the team for 10 years from the date of termination of the person to whom the information relates.

§ 682

(1) The obligation to participate in the assembly of delegates and alternate delegates to the delegate, if they represent the absent delegates.

(2) The right to participate in the Assembly delegates are also members of the Board and Audit Committee, and the liquidator of the person for whom this is provided by other legislation or determined by statute.

(3) If any of the persons mentioned in paragraph 2 of the word, it is granted before the voting begins.

§ 683

(1) If the Assembly of Delegates to decide an issue that directly affects the legitimate interests of the member, particularly if it is to be decided by the opposition members against the decision to exclude it, invite that member to the assembly delegates sent him a written invitation to the address of residence mentioned in the list of members, this member has the right to participate in the Assembly of Delegates, which concerns it.

(2) If a Member referred to in paragraph 1 the word of the delegates before the vote on a matter which concerns it will allow him to comment, especially to his defense against a proposal to reject the objections and confirmation of the decision to exclude.

§ 684

Vote

(1) The right to vote in the Assembly of Delegates have only delegates and alternates of delegates representing the absent delegates.

(2) Each delegate has as many votes as votes for the consideration of the matter, the members included in the constituency in which he was elected, unless the statutes provide otherwise. When this procedure is determined number of members enrolled in the electoral district to the seventh day preceding the day on which the Assembly of Delegates convened, no subsequent changes in the number of members and their votes shall be disregarded.

Convening the Assembly of Delegates

§ 685

(1) The Board shall convene a meeting of delegates, if it was asked to control board or 10% of the elected delegates, whose performance on receipt of the request the Board did not die, do not determine if statutes lower number of authorized delegates.

(2) At the request of the Audit Committee or delegates referred to in paragraph 1 or in the important interests of the cooperative assembly of delegates convene at least one third of board members, the liquidator or control board, if it was to convene a board of directors and did so without undue delay after the obligation was .

§ 686

(1) Unless the delegates convened at the request of the Audit Committee or delegates in accordance with § 685 paragraph 1, the Board of Directors to be held within 30 days after receipt of the request, it shall summon the person or authority referred to in § 685 paragraph 2

(2) If such person or authority referred to in § 685 paragraph 2 does not do so within 10 days after the deadline for convening of the Assembly of Delegates by the Board may convene a meeting of delegates and all operations connected with it to make a person authorized in writing by all the delegates who to convene a meeting of delegates requested.

§ 687

If the delegates convened at the request of the Audit Committee or delegates in accordance with § 685 paragraph 1, a quorum is one who is summoned, shall convene a meeting of delegates spare, this is not true, they took the control board or the delegates referred to in § 665 paragraph 1 application back.

Invitation to the Assembly of Delegates§ 688

(1) The person or authority shall notify the convening of the delegates sent a written invitation to all delegates to the delegate's home address, listed in the list of delegates.

(2) If a delegate has notified a different delivery address, sends him an invitation to the delivery address.

(3) Invitation to the Assembly of Delegates also publish information on the cooperative board, the articles may designate another appropriate method of publication.

§ 689

(1) contains at least Invitation

a) the name and address of the cooperative,

b) the place and time of opening of the Assembly of Delegates, place and time of the delegates must be designed so that as little as possible, limiting the ability to delegate it to participate

c) an indication whether the Assembly convened delegates or alternate delegates meeting, and

d) program of the Assembly of Delegates.

(2) The invitation shall be accompanied by all supporting documents to the individual issues the Assembly of Delegates.

(3) The Cooperative is obligated to inform its members about the possibility to examine all documents relating to various issues the Assembly of Delegates.

§ 690

Completion of the Assembly of Delegates

(1) At the request of the delegates or authorized to require that a meeting of delegates determined by their board of classified matter on the agenda of the Assembly of Delegates. If the request is received after sending invitations, inform the board of delegates present at the meeting convened by the delegates. The obligation to convene a new Assembly of Delegates is not affected.

(2) The Assembly of Delegates be sending invitations to delegates after the change.

§ 691

(1) To assess the ability of the delegates to adopt a resolution and determination of the number of votes needed for adoption of a resolution to count only the votes of the delegates, whose performance to date of the last Assembly of Delegates.

(2) The ability of Delegates meeting a quorum is not affected by the fact that in one or more constituencies is the date of the Assembly of Delegates elected a delegate, this does not apply if the Board knew that in one or more constituencies is selected and no delegate members included in these districts had not informed of this fact.

§ 692

The Assembly of Delegates shall constitute a quorum if an absolute majority of the delegates having together at least a majority of votes, if required by this Act or the articles of the presence of delegates having a higher number of votes.

§ 693

The Assembly of Delegates shall act by majority vote of delegates present, if required by this Act or the articles of a higher number of votes needed.

§ 694

If the resolution to be adopted by the delegates of some of the matters specified in § 650, paragraph 2, the Assembly of Delegates shall be a quorum if attended by delegates who represent at least two thirds of the team, and the order shall be taken by delegates who represent at least two thirds of the members represented at the meeting.

Replacement Assembly of Delegates

§ 695

If the Assembly of Delegates shall be a quorum, shall convene the person who convened the initial meeting of delegates, if still necessary, without undue delay, substitute the delegates with the same agenda, in the same manner as the original Assembly of Delegates and a separate invitation.

§ 696

Replacement delegates are meeting a quorum is present if at least 10% of all elected delegates, but at least five delegates.

Assembly of Delegates Meeting

§ 697

Each member has the right to obtain a copy of the minutes of the Assembly of Delegates, its annexes and all supporting documents provided by the delegates; determine if the statutes so provide, the cooperative will pay the costs reasonably incurred in its acquisition.

§ 698

The results of all meetings and resolutions adopted in full without delay publish a notice board vyvěšeným for at least 60 days from the day of the Assembly of Delegates on the information board of the cooperative.

Alternate Delegate

§ 699

The statutes may determine that, in addition to the delegate elected as an alternate delegate. For each delegate can be elected only one alternate delegate.

§ 700

(1) In exercising the function, the alternate delegate to the same rights and obligations as a delegate. If a delegate can not attend the Assembly of Delegates, it may participate and vote on it by his alternate. The provisions of this Act shall apply to delegates alternate delegates accordingly.

(2) Delegate who is unable to attend the Assembly of Delegates, an alternate shall inform the convening of the Assembly of Delegates.

(3) Determine if the statutes so provide, an alternate delegate must be notified regardless of the delegate to convene a meeting of delegates.

§ 701

On termination of the delegate is becoming his alternate delegate for the remainder of the term for which he was a delegate whose functions ceased, was elected.

Resolution of the Assembly of Delegates Invalidity

§ 702

(1) Each member, liquidator or a member of the Board or Audit Committee may rely on the invalidity of Resolution of the Assembly of Delegates in accordance with the provisions of the Civil Code concerning the invalidity of the resolution, Member Society meeting conflict with the law or the statutes.

(2) the absence of applied pursuant to paragraph 1 within the statutory period, or if no motion of no invalidity granted, the resolution can not force the delegates already reviewed, unless another law provides otherwise.

(3) The reason for invalidity of the resolution and its delegates are in conflict with morality.

§ 703

Resolution of the Assembly of Delegates is not invalid merely because that

a) the positions of the constituencies was carried out in contravention of this Act or the articles of associations,

b) one or more constituencies is the date of the Assembly of Delegates elected a delegate or his alternate,

c) the alternate delegate to the assembly delegates could not attend because he was a delegate who did not attend the Assembly of Delegates, convening informed about his or

d) delegate infringing členů resolutions included in the constituency for which he was elected.

§ 704

For the delegates to § 44 paragraph 1, § 637-639, § 656, 657 and 659 apply mutatis mutandis.

Subsection 3

The Board of Directors

§ 705

The statutory authority is the governing team.

§ 706

(1) The Board of Directors for the business management team.

(2) The Board shall carry out the resolution meeting of members, if not in conflict with the law.

§ 707

The Board ensures proper accounting records, by the membership meeting to approve the financial statements in accordance with the articles of the proposed distribution of profit or cover losses.

§ 708

(1) The Board has 3 members, unless the statutes designate a higher number of members.

(2) The Board shall elect its President and possibly one or more Vice-Presidents, unless the statutes determine that they are elected by the membership meeting.

(3) The Board shall decide by a majority of its members, unless the statutes designate a higher number of votes needed.

§ 709

Minutes of board meeting

(1) On the hearing of the Board and its decisions shall be minuted and signed by the presiding secretary, annexed to these Minutes is a list of persons present.

(2) The minutes are specifically board members who voted against each resolution or abstained; for non members is considered that voted for the resolution.

(3) Each board member has a right to a copy of the minutes.

§ 710

Prohibition of Competition Board of Directors

(1) Member of the Board may take in the scope of their activities, nor for any other person or intermediary for another co-operative stores.

(2) Members of the Board shall be a member of a statutory body of another legal person with the same activity or persons in equivalent positions, unless it is a corporation, owners of units or team whose members are just another team.

(3) Board member shall be a member of the JCC co-operative or other person authorized by a registration act for the team.

(4) The statutes or resolution of the meeting of members may specify additional restrictions.

§ 711

(1) Board member advance team informed about the circumstances under § 710th

(2) If the founders were in establishing cooperative or membership meeting when the Board of Directors elected a member of any of the circumstances under § 710 was expressly advised or later, when a member of the Board in writing to her attention, it is considered that this member of the Board activity that relates to the prohibition, not banned. This does not apply, subject to one of the founding members' meeting or disagreement with such activities within one month from the date on which it is the circumstances under § 710 notified.

§ 712

(1) The membership of the Board terminates the election of a new member of the Board unless the decision of the meeting of members implies something else.

(2) ceases to exist if the legal person who is a member of the Board, the legal successor becomes a member of its legal successor.

(3) lapses if the legal person who is a member of the Board, without a legal successor, the provisions in § 713 and 714 accordingly.

§ 713

In the event of death of a member of the Board, resignation, removal or other termination of his office, the next members' meeting shall elect a new board member. If, for reasons mentioned in the first sentence of the Board to fulfill its functions, absent members shall be appointed upon the motion of the person on a legitimate interest, for a period before the duly elected member or members absent, otherwise the court's own motion and direct the team to cancel its disposal.

§ 714

The statutes may provide that the Board of Directors, whose membership has not fallen below half, may appoint alternate members to the next meeting of members. The statutes may also determine the choice of substitutes who enter the board member vacancy according to the established order.

Subsection 4

Audit Commission

§ 715

(1) Audit Commission monitors all activities of team members to discuss the complaint and may request any information and documents on the management team.

(2) In exercising its jurisdiction Audit Commission is an independent team from the other bodies.

§ 716

(1) Audit Commission gives a written opinion on any financial statements, the proposed distribution of profit or cover loss team and the proposal for a decision on the obligation to reimburse members.

(2) The Audit Commission identified deficiencies and notify the Board of Directors oversees the remedy.

§ 717

The Board of Directors, other authorities and cooperative proxy shall without undue delay Control Commission all the factors that may have serious implications in the management position or a team or its members.

§ 718

(1) Members of the Audit Commission has authorized the right to attend meetings of the Board and any other body established cooperative statutes. If no member of the Audit Commission in charge has the right to attend meetings of the board or other body established by statutes of the cooperative chairman.

(2) Any meeting of the Board Audit Committee must be informed in advance.

§ 719

Control Commission shall determine if the needs of their member who represents the team in proceedings before courts and other authorities against a member of the Board.

§ 720

(1) Audit Commission has three members, unless the statutes designate a higher number of members.

(2) The Control Commission shall elect its President and possibly one or more Vice-Presidents, unless the statutes determine that they are elected by the membership meeting.

(3) Audit Commission by a majority vote of all its members, unless the statutes designate a higher number of votes needed.

§ 721

Minutes of Audit Committee meetings

(1) The Audit Committee during the meeting and its decisions shall be minuted and signed by the presiding secretary, annexed to these Minutes is a list of persons present.

(2) The minutes are specifically members of the Audit Committee who voted against each resolution or abstained; for non members is considered that voted for the resolution.

(3) Each member of the Audit Committee has the right to a copy of the minutes.

§ 722

Competition ban members of the Audit Commission

(1) The provisions of § 710, paragraph 1, 2 and 4 and § 711 for a member of the Audit Commission apply mutatis mutandis. The statutes may determine that for members of the Audit Commission or some of the competition ban does not apply, or may otherwise define competition ban.

(2) Members Audit Committee may be a member of a cooperative or other person authorized by a registration act for the team.

§ 723

(1) Being a member of the Audit Commission terminates selecting new member of the Audit Commission.

(2) ceases to exist if the legal person who is a member of the JCC, the legal successor becomes a member of the Audit Commission's legal successor.

(3) lapses if the legal person who is a member of Audit Committee, without a legal successor, the provisions in § 724 and 725 accordingly.

§ 724

In the case of termination of a Member of Audit Committee meetings of elected members elect the next membership meeting new member of the Audit Commission.

§ 725

The statutes may provide that the Audit Commission, the number of whose members has not fallen below half, may appoint alternate members to the next meeting of members. The statutes may also determine the choice of substitutes who board member vacancy on the Audit Commission in accordance with established order.

Subsection 5

The authorities of a small team

§ 726

(1) The team that has fewer than 50 members, the statutes may provide that the Board does not establish a statutory authority of the President of the cooperative, the provisions of § 705 to 714 shall apply mutatis mutandis.

(2) Control Commission in the team having fewer than 50 members does not establish, do not determine the statutes provide otherwise. If the JCC established or unless the statutes provide otherwise, carries on its scope membership meeting, each team member has a statutory body to co-operatives the same power as the JCC.

(3) If the number of members rises above the limit specified in paragraph 1, the cooperative is required to amend the statutes and appoint a board of directors and audit committee within 3 months from the date on which this event occurs, otherwise the court may order a team to cancel its disposal, except: if within that time again, the number of team members below the limit specified in paragraph 1

Part 2

Housing team

Basic Provisions

§ 727

(1) Housing Association can be established only for the purpose of providing housing needs of its members.

(2) Residential homes team can manage the housing and non-residential premises owned by others.

(3) Housing Association under the terms of this Act to operate as any other activity, if it does not jeopardize meeting the housing needs of its members and this activity is in relation to the activities referred to in paragraphs 1 and 2 is merely ancillary or incidental nature.

§ 728

The company has the 'home team'.

§ 729

Cooperative apartment cooperative and commercial space

(1) cooperative apartment cooperative or non-residential space (hereinafter referred to as "cooperative apartment") means an apartment or commercial space, which is in a building owned or co-owned housing cooperative, or is owned or co-owned housing cooperatives and housing cooperatives it provided the lease členovi Housing Association, who is himself or his predecessor in its acquisition involved member contribution.

(2) means a cooperative apartment and the apartment on the acquisition of property owned by another person, a member of a housing cooperative, which is a tenant of this apartment, or his predecessor, contributed to its member cooperative investment in housing construction under the previous legislation, and to which housing association has the right of easement to ensure its members the right to use the flat under the conditions provided for the use of a cooperative apartment. The first sentence shall apply even if the law of easement passed to the tenant due to termination of membership in housing cooperatives.

§ 730

Housing association can not change the subject of its activities and become a team other than housing, or unless the member is not the only tenant of the flat owned by the housing cooperative or any member of the statutes does not arise after satisfying any right to conclude contracts for the lease of the flat.

§ 731

(1) Articles of housing cooperatives in addition to requirements under § 553 also contain

a) the conditions under which it arises členovi housing association right to contract for the lease of the flat, and

b) further regulate the rights and duties of members of housing co-operatives associated with the right to contract for the lease of the flat and the rights and duties of members of housing co-operatives associated with the use of the flat. These rights and obligations become the day of their rights and obligations as a member derived from membership in housing cooperatives.

(2) To change the editing requirements Statutes referred to in paragraph 1 shall require the consent of all team members who have entered into a lease with the cooperative agreement for a cooperative apartment and who are under the existing text to the right to contract for the lease of the flat.

§ 732

Increase in share of capital in the housing supplement team člena

The increase in the additional charge of capital of a member in the housing team permitted only if decided by the membership meeting and agrees to all members of housing cooperatives, who are tenants of cooperative housing; approval of a member must be in writing with a notarized signature.

Membership in the cooperative housing

§ 733

(1) The statutes may determine that a condition of membership in a housing co-operative is a deposit receipt or to meet obligations to other Member of the deposit, the amount or method of determination is provided in the statutes, in which case the subject of a contract pursuant to § 572 paragraph 2 of the bidder for membership.

(2) The rights and obligations as a member of a housing cooperative resulting from membership in this team are also right to conclude contracts for the lease of the flat under the conditions imposed statutes and the rights and obligations arising from this contract.

§ 734

(1) Members of the housing association or housing cooperative members in common with the membership is related cooperative apartment lease or joint tenancy of the flat, be excluded from the team

a) If the tenant violates grossly its obligation under the lease or

b) If the tenant was convicted for an intentional criminal act committed on the team or the person who lives in a house where the apartment nájemcův or against property of another, which in this house is located.

(2) The provisions of the Civil Code concerning termination of lease, the rent for cooperative apartment apply.

(3) Termination of membership in a housing co-operative terminates the right to contract for the lease of a cooperative apartment, or rental flat. Termination of membership expire right housing cooperative to meet deposit obligations; right to interest on late payment shall not be affected. This is not to transfer or share a cooperative transition.

§ 735

(1) The statutes may limit or exclude membership of a legal person in the housing cooperative.

(2) If statutes limit or exclude membership of a legal person in housing co-operative, this change does not result in termination of membership of a legal person, which became a member of the housing co-operatives before the amendment to the statutes.

§ 736

Transfer of shares in a cooperative housing association

(1) The transferability of the shares of members of cooperative housing association can not be reduced or eliminated if the acquirer is a person who meets the conditions set for admission to membership of housing cooperatives.

(2) The transfer of a cooperative share, which was associated with the lease of the flat or the right to contract for the lease of the flat, there is a transfer of a cooperative apartment lease, or transfer of rights contract for the lease of the flat including all rights and obligations related thereto, including all debts of the transferor to the housing and cooperative housing association debt to the transferor related to the use of cooperative apartment transferor, or the right to contract for the lease of the flat under the conditions imposed statutes.

§ 737

Transition co-operative housing association stake in

(1) On the heir becomes cooperative share, or rent of the flat right to the lease contract, including rights and obligations involved.

(2) Cooperative share, which was jointly owned by spouses, pass to the surviving spouse, to be taken into account in the estate.

§ 738

Distribution of shares in a cooperative housing association

(1) Distribution of shares in cooperative housing cooperative housing cooperative statutes can not be limited or excluded.

(2) Distribution of shares in a cooperative housing association is possible only if a member of the tenant at least two cooperative housing to the provisions of § 601 shall apply mutatis mutandis. The efficiency of the distribution cooperative share will deposit first meeting obligations to the assignee of the deposit base Member cooperative share split.

(3) When the distribution of cooperative shares and the transfer of shares or a cooperative transition resulting from the division under paragraph 2 shall determine which of the new cooperative shares which will be linked rent flat.

Common membership in a housing co-operative spouses

§ 739

(1) Joint membership spouses in housing association arises if the cooperative is part of a common share of marital property.

(2) Joint couple membership expires settlement of marital property or waste of the deadline for its settlement under the Civil Code.

§ 740

The decision on exclusion of common members are delivered separately to each spouse. Each of the joint members having a right to object against the decision, regardless of the will of the other spouse.

Rent an apartment co-operative and co-operative non-residential premises

§ 741

(1) Unless stipulated otherwise, the rent for cooperative apartment provisions of the Civil Code regulating lease apartments and commercial space.

(2) The conditions for the conclusion of the lease for the lease of the flat under the Civil Code or statutes also apply to members whose membership in a housing co-operative was established cooperative share transfer.

§ 742

Člen Housing Association in particular has the right

a) contract for the lease of the flat for an indefinite period, for whose acquisition he or his legal predecessor participated in other Member deposit if it meets other requirements under this Act and Statutes, and

b) to determine the rent associated with the use of the flat under § 744th

§ 743

Housing association concludes with a member who meets all the conditions stipulated by this Act and Articles of Association for membership in the housing association and not against the housing cooperative is in default with its responsibilities, the contract for the lease of the flat and allow him the use of the flat within 30 days of receipt of occupancy permit consent to the use of works in which the cooperative apartment is located, the housing cooperative.

§ 744

Members who are tenants of cooperative apartments, the rent paid by the housing cooperative only efficiently incurred costs incurred in housing co-operative management of cooperative housing, including the cost of repairs, modernization and reconstruction of houses in which they are located, and contributions to the creation of long-term financial resources to repair these investments and cooperative apartments.

§ 745

If the co-operative with shares that are part of marital property, the right to make a contract for the cooperative apartment, as the right to contract for a joint lease spouses. If the co-operative with shares that are part of a joint property of spouses is combined cooperative apartment lease, is a joint tenancy of spouses.

§ 746

If converted to common membership in the exclusive membership of marriage only one spouse, this fact does not affect the common law lease.

§ 747

If one spouse exclusive členem housing cooperatives, both spouses have a joint tenancy rights under the Civil Code, derived from the right to rent a husband who is the sole member of a cooperative. Termination of the membership of her husband, from whose tenancies were derived common law lease, the lease terminates the right spouse.

Proportion of members of the Settlement Housing Association

§ 748

(1) There shall be to determine the settlement amount is less than the amount of deposit representing the extent fulfilled the obligations of membership in housing cooperatives.

(2) Where the statutes do not determine the method for calculating the share of the settlement, the settlement amount equal to the amount of capital splněného.

(3) settlement amount is paid in cash, unless otherwise determined by the statutes.

§ 749

(1) Settlement share of a member who was a tenant of the flat nevyklidil and this is due the end of three months from the date of clearance of the flat, which was a former member of the tenant, or the expiry of three months after he was or could be detected above the share of the settlement pursuant to § 623, and by day, whichever is later. The member is nebydlícího settlement amount payable by the end of three months after he was or could be the amount determined under § 623rd

(2) If a team member from the housing excluded, the period referred to in paragraph 1 to the date of such lapse of time for filing a declaration of invalidity or the date of exclusion, which became final court decision, which the proceedings were declared invalid decision to exclude completed.

Restrictions on profit housing cooperative

§ 750

Profit Housing Association can only be used to satisfy the housing needs of members and the further development of housing cooperatives.

§ 751

(1) Housing association may not transfer ownership to cooperative apartments or buildings with cooperative apartments or their built-up land and their substance-related, unless the terms of the transfer prior consent of all members of housing cooperatives, who are tenants of cooperative housing, and all team members who have under the applicable statutes as the right to contract for the lease of the flat.

(2) Consent under paragraph 1 shall be in writing with a notarized signature. The grant agreement is binding for the legal successor of the person who awarded it.

(3) Paragraphs 1 and 2 shall not apply in case of transfers of cooperative apartments and commercial premises to cooperative owned by members of housing cooperatives, who are their tenants.

§ 752

(1) Housing Association must not stop or otherwise encumber cooperative apartments, or buildings or land cooperative apartments built by them and their substance-related, unless the prior consent granted at least two thirds of the members of housing cooperatives, who are tenants of cooperative housing.

(2) Consent under paragraph 1 shall be in writing with a notarized signature. The grant agreement is binding for the legal successor of the person who awarded it.

Local Government Housing Association

§ 753

Autonomy is an organizational unit housing cooperative in which members of housing cooperatives organized especially for the effective exercise of their membership rights and obligations.

§ 754

If the home team decides to take up self-government or several governments, the statutes also designate

a) remits government,

b) detailed rules on the organization and activities of governments, particularly the positions of individual governments, and

c) whether the inclusion in the individual members of local government authorities may appoint a Housing Association who provide governments, and the powers and responsibilities of these bodies.

§ 755

Housing Association Membership Meeting

(1) Each member of a housing cooperative in voting at a membership meeting vote to the provisions of § 650 paragraph 1 shall not apply. If this is the joint members have 1 vote together.

(2) Determine if the statutes, members of housing cooperatives, who are tenants of cooperative housing may have a membership meeting at the higher number of votes.

Cancellation and termination of the housing cooperative

§ 756

(1) member's share is equal to the liquidation fulfilled the obligation to deposit a Member of the deposit. The share of the proceeds of liquidation shall be paid in cash. If you can not satisfy all members of the law entirely, quite satisfied.

(2) If after satisfaction of rights of all members to share in the liquidation not distributed any funds shall be distributed equally among the members, unless otherwise determined by the statutes.

§ 757

The court may of its own motion to cancel housing association and order his disposal even if the housing association

a) seriously violates the provisions of this Act on the management of their property, or

b) operates, which is contrary to § 727th

Part 3

Social team

Basic Provisions

§ 758

Social team is the team that is pursuing charitable activities aimed at promoting social cohesion in order to work and social integration of disadvantaged people in society with satisfaction the priority local needs and use local resources according to location and scope of social cooperatives, particularly in job creation, social services and health care, education, housing and sustainable development.

§ 759

The company includes the designation "social cooperative".

§ 760

(1) Social team may not change the subject of its activities in violation of § 758th

(2) Social team prohibiting conversion to non-social team.

§ 761

If the team develops social charitable activities for disadvantaged persons only satisfying their housing needs, such persons must be at the same time its members.

§ 762

Statutes of social cooperatives, in addition to requirements under § 553, also include

a) the objectives and terms of social co-operatives in accordance with its social function of inclusion and support local development and

b) more detailed treatment of the conditions of profit in accordance with the purpose of social work teams.

§ 763

(1) A natural person may be a member of the social cooperatives, only

a) where the social work team based on employment,

b) where the social work team without pay outside employment on a voluntary basis or

c) if it provided services in the charitable activities of social cooperatives.

(2) Transfer and transition co-operative interest in social co-operative is prohibited.

§ 764

(1) If a member ceases referred to in § 763 paragraph 1 point. a) b) meet the conditions specified therein for more than 90 days, the Board may decide that it shall expire on the last day of that period, membership in a social team. A member whose membership on the dissolution was decided against this decision may be lodged within one month from the date of receipt of appeal to the membership meeting. The decision is final meeting of members.

(2) Social team closed to members who perform the social work team in accordance with § 763 paragraph 1 point. b) accident insurance and legal liability for damage caused during the execution of this work to third parties.

Limitation of social management team

§ 765

Social team must

a) issue bonds,

b) ensure compliance with the obligations of other persons,

c) be unlimited liability company or shareholder, directly or indirectly involved in the business of other persons, unless the membership meeting by a team social prior consent

d) be a party to the contract of silent partnership and

e) transfer, lease out or stop the race or a branch or part of, this does not apply if the other party other social team.

§ 766

(1) Social cooperative may, if permitted by the statutes, divided into more than 33% of their disposable income among its members.

(2) The distribution of disposable income under paragraph 1 may be made only after the social part of this team will complement the reserve fund and other funds created from profit if they have been established.

Settlement amount in the social co-operative

§ 767

Settlement amount is equal to the deposit obligations have been met to a Member of the deposit. Failure to achieve a level of cooperative equity capital settlement amount shall be reduced proportionately.

§ 768

(1) The time limit for payment of the settlement share is 1 year from the date of termination of membership in social co-operative, the statutes do not specify a shorter period.

(2) Termination of membership shall cease and the right to social co-operatives to meet deposit obligations.

Membership meeting social cooperatives

§ 769

(1) Each member of a social cooperative in voting at a membership meeting vote.

(2) The statutes may determine that a member who is a natural person can have up to 10% of all votes in the social and team member who is a legal person can have up to 25% of all votes in the social co-operative to the provisions of § 650 paragraph 2 not be affected.

(3) The only satisfying social co-operative housing needs of its members, each member has 1 vote each.

§ 770

(1) The social team is prohibited to decide on the partial member meetings.

(2) The social team is prohibited to set up a meeting of delegates.

Cancellation and termination of social co-operatives

§ 771

(1) share of the liquidation balance is equal to the deposit obligations have been met to a Member of the deposit.

(2) The share of the proceeds of liquidation shall be paid in cash.

(3) If you can not satisfy all members of the law entirely, quite satisfied.

§ 772

(1) The liquidation balance after satisfaction of the rights of members to pay interest accrues on the liquidation decision by the meeting of members to another social team, if he accepts his membership meeting.

(2) If there is no social team that took the remaining assets, accrue to the municipality in which the merging of social cooperative is established.

(3) Another method of disposition of liquidation balance is not permitted.

§ 773

The court may of its own motion cancel cooperative social order and its disposal as well, if the social cooperative

a) operates, which is inconsistent with § 758,

b) treated at a profit in violation of § 766 and the statutes, or

c) fulfills the conditions of § 761 for more than 12 months.

PART TWO

FINAL AND TRANSITIONAL PROVISIONS

TITLE I

§ 774

This Act transposes the relevant European Union regulations 1).

TITLE II

TRANSITIONAL PROVISIONS

§ 775

This Act regulates the rights and obligations arising from its effectiveness.

§ 776

(1) The obligation of disclosure and the facts established by this Act is satisfied by publication in the Commercial Bulletin. Rules for issuing and management is governed by the Business Journal of the existing legislation.

(2) For purposes of this Act shall be a public document means a notarial deed.

(3) For the purposes of this Title and Articles of Association of statutes considered statutes.

§ 777

(1) Understanding the social policies that are contrary to donucujícími provisions of this Act are repealed effective date of this Act.

(2) Commercial Corporation adjusts to 6 months after the effective date of this Act, an instrument referred to in paragraph 1 of this Act, edit and deliver them to the collection of documents. Failure to do so, the registration court to do so and provides an additional challenge in a reasonable time limit to fulfill this obligation, end of a period of grace in vain, upon the motion of the registration court or a person on a legitimate interest, business corporation and canceled orders its disposal.

(3) Arrangements for the performance of the contract and pay adjusts to this Act within 6 months from the date of its entry into force, otherwise, the performance is free.

(4) It is considered that the content of the social contract of business corporations that arose before the effective date of this Act, and the existing provisions of the Commercial Code, which regulates the rights and obligations of members, unless they conflict with the provisions of this Act donucujícími or their associates from did not turn in the social contract.

(5) Commercial Corporation referred to in paragraph 4, within 2 years from the effective date of this Act by changing its social contracts subject to this Act as a whole. Data writes about business corporations in the commercial register. Changing the social contract in this case take effect until publication of the minutes of submission to this Act as a whole in the Commercial Register.

§ 778

Under existing law until the end of his time and consider all the time, which began to run before the effective date of this Act, as well as time and date for exercising the rights that are governed by existing laws, even when they start to run after the effective date of this the Act.

§ 779

(1) If before the effective date of this Act, proceedings for registration of a trade corporation in the Commercial Register, completed in accordance with existing legislation, however, contradicts the founding legal proceedings made before the effective date of this Act, the existing legislation, it is considered valid it meets the provisions of this Act.

(2) If before the effective date of this Act made legal negotiations leading to the decision of a business corporation, this completes the process initiated under the existing legislation.

(3) occurred when someone at preventing the performance of functions under § 38 l of the Commercial Code, takes effect after this Act.

§ 780

(1) The effectiveness of control agreements and contracts concluded a profit transfer before the effective date of this Act shall expire on the last day of the accounting period for mandatory control person immediately following the expiration of six months from the date of entry into force of this Act, if the effectiveness of these contracts previously extinguished otherwise.

(2) Paragraph 1 shall not affect rights and obligations under the contract therein and the laws governing these contracts before the effective date of this Act incurred prior to termination of their effectiveness under paragraph 1

§ 781

(1) Teams created before the effective date of this Act, whose members are the only legal persons, may not meet the condition of minimum number of members in accordance with § 552, paragraph 2, if they are members of such cooperative only a legal person and the team has fewer than five members may continue to determine decision-making statutes and statutory authority of the team.

(2) Other members of the cooperative ownership interest in the business governed by existing laws and statutes of the cooperative.

§ 782

(1) If another law provides for a mandatory minimum amount of registered capital of a cooperative, it shall mean the effective date of this Act, the minimum required capital of a cooperative with the fact that the provisions of other legislation to amend the amount of registered capital shall be disregarded.

(2) Articles of Agreement and cooperative agreements between the cooperative and a member of the team or a candidate for membership, which is after the effective date of this Act in contravention of § 650 paragraph 2 shall expire on the date this Act becomes effective legal effects.

§ 783

(1) If you take other legislation the term "Shares" shall mean the nature of things "cooperative share" or "Member contribution".

(2) If you take other legislation the term "transfer of membership rights and obligations" or "transfer member" shall mean the "transfer of cooperative share".

(3) If you take other legislation the term "transfer of rights and obligations" or "transition membership" or "transition membership share" shall mean "transition cooperative share".

§ 784

Within 3 months from the effective date of this Act shall submit a cooperative proposal to delete data on the means indivisible transferred to the Fund pursuant to § 18 paragraph 2 and 3 of Law No. 42/1992 Coll. On the organization of property relations and the settlement of property claims in cooperatives in amended from the Commercial Register.

§ 785

(1) team that is not under current law or under this Act and the Housing Association has settled all its obligations established by Act No. 42/1992 Coll. On the organization of property relations and the settlement of property claims in cooperatives, as amended, may customize your business Civil Code and the statutes and internal relations of this Act and to become a social team, with the agreement of all its members.

(2) The consent of a member under paragraph 1 shall be in writing with a notarized signature.

PART THREE

EFFICIENCY

§ 786

This Act comes into force on 1 January 2014.