BUSINESS CORPORATIONS

National law – CZ – Business law – chapter 4

The issue of commercial corporations is regulated by Act No. 90/2012 Coll. on Commercial Companies and Cooperatives (Act on Commercial Corporations) and Act No. 89/2012 Coll. Civil Code.

Business corporations are legal entities, and as a body of rights having rights and obligations, they will therefore be accountable for their obligations. By law, business corporations and cooperatives are considered commercial corporations. Commercial companies include a public limited company, a limited partnership, a limited liability company, a joint stock company and a European company and a European economic interest group. Cooperatives are a cooperative and a European cooperative society. A public limited company and a limited partnership are partnerships, and a limited liability company and joint-stock company are capital companies.

The reason for which business companies are set up is in most cases to carry out a business plan or to manage their own assets. Legal proceedings relating to the establishment, creation, change, cancellation or termination of a business corporation require a written form with officially authenticated signatures, otherwise they are invalid. It is important to divide the founding and emergence of society. The founding of a trading company takes place at the moment of signing the founding document, which is a social contract (see below). The social contract establishing a capital company requires the form of an authentic instrument. The collective agreement which establishes the cooperative is concluded by the adoption of constitutive meetings. The formation of the company takes place only after its registration in the Commercial Register. If the application for registration of a company is not filed in the Commercial Register within 6 months from the date of its establishment, the same effects shall apply as in the case of withdrawal or, in the case of a cooperative, as if all the applicants for membership have withdrawn their application.

Even after the formation of a business corporation, the court can declare it, even without its own motion, as invalid if

  1. the social contract was not taken in the prescribed form,
  2. the minimum redemption value of the capital has not been complied with, or
  3. finds incapacity for legal acts of all founding members.

The court shall, on the proposal of the person having a legal interest therein, or at the request of the Public Prosecutor’s Office, if it finds that there is a serious public interest, cancel the commercial corporation and order its liquidation if

  1. has lost all business rights; this is not true if it is also established for the purpose of managing its own assets or for any purpose other than business,
  2. is not able to carry out his / her activity for more than one year and fulfills his / her purpose,
  3. cannot exercise his activities for insurmountable disputes between partners, or
  4. operates an activity which, according to another legal regulation, can be performed only by natural persons, without the help of these persons.
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