The joint-stock company is a separate entity of law and full legal capacity.
Basic characters
– a company whose registered capital is allocated to a certain number of shares
– the company treats the same conditions with all shareholders equally
– the share capital of a public limited company is at least CZK 2,000,000 or EUR 80,000 – the share is a security or book-entry security to which the rights of the shareholder are associated as a shareholder to participate under this Act and the Company’s Articles of Association on its management, its profits and the liquidation balance upon its dissolution with liquidation
Statutes
– the establishment of a company requires the adoption of a statute, the person who has adopted the statutes and participates in the subscription of the shares is the founder
– the articles of association contain the name and subject matter of the business or activity, the amount of the share capital, the number of shares, their nominal value, the determination of whether and how many shares will be in the name or the owner if shares of different species are to be issued, the number of votes attaching to one share and the manner of voting at the general meeting; if the shares are to be issued with various nominal values, the Articles of Association also contain the number of votes relating to the amount of the nominal value of the shares and the total number of votes in the company, an indication of the internal structure of the company and the rules for determining the number of members the Board of Directors or the Supervisory Board, other data, if this law so provides
Statutory authority
– corporate bodies: the board of directors (the company’s management) and the supervisory board (overseeing the exercise of the powers of the board of directors and the company’s activities) = dual system the Board of Directors (3 members) and the statutory director (appointed by the Management Board) = monistic system
– a company may change the system of its internal structure by changing its statutes
– shareholders exercise their right to participate in the management of the company at or outside the general meeting
– the General Meeting is able to quote if Shareholders holding Shares whose nominal value or number exceeds 30% of the registered capital are present unless the Articles of Association determine otherwise
– the general meeting decides by resolution and majority of the shareholders present
– the shareholder pays the issue price of the subscribed shares at the time specified in the Articles of Association or the General Meeting’s decision to increase the registered capital, but not later than 1 year from the date of the company’s establishment or from the increase in the registered capital
– the shareholder cannot be exempted from the deposit obligation unless it is a reduction in the share capital
– if the shareholder is in default or part of the deposit, the Board of Directors shall invite the Board of Directors to execute it within the additional time limit specified by the Company’s Articles of Association, otherwise within 60 days from the date of delivery of the notice
– the excluded shareholder guarantees the redemption of the issue price of subscribed shares
– the shareholder is entitled to attend and vote on the General Meeting, the Articles of Association may restrict the exercise of voting rights by stipulating the highest number of votes of one shareholder
– if the Articles of Association so determine, the members of the company’s organs are elected by a cumulative vote
Dissolution of the company
– the decision to abolish the limitation is a matter for the General Assembly, where the two-thirds majority of the shareholders is required
The joint-stock company is a separate entity of law and full legal capacity.
Basic characters
– a company whose registered capital is allocated to a certain number of shares
– the company treats the same conditions with all shareholders equally
– the share capital of a public limited company is at least CZK 2,000,000 or EUR 80,000
– the share is a security or book-entry security to which the rights of the shareholder are associated as a shareholder to participate under this Act and the Company’s Articles of Association on its management, its profits and the liquidation balance upon its dissolution with liquidation
Statutes
– the establishment of a company requires the adoption of a statute, the person who has adopted the statutes and participates in the subscription of the shares is the founder
– the articles of association contain the name and subject matter of the business or activity, the amount of the share capital, the number of shares, their nominal value, the determination of whether and how many shares will be in the name or the owner if shares of different species are to be issued, the number of votes attaching to one share and the manner of voting at the general meeting; if the shares are to be issued with various nominal values, the Articles of Association also contain the number of votes relating to the amount of the nominal value of the shares and the total number of votes in the company, an indication of the internal structure of the company and the rules for determining the number of members the Board of Directors or the Supervisory Board, other data, if this law so provides
Statutory authority
– corporate bodies: the board of directors (the company’s management) and the supervisory board (overseeing the exercise of the powers of the board of directors and the company’s activities) = dual system the Board of Directors (3 members) and the statutory director (appointed by the Management Board) = monistic system
– a company may change the system of its internal structure by changing its statutes
– shareholders exercise their right to participate in the management of the company at or outside the general meeting
– the General Meeting is able to quote if Shareholders holding Shares whose nominal value or number exceeds 30% of the registered capital are present unless the Articles of Association determine otherwise
– the general meeting decides by resolution and majority of the shareholders present
– the shareholder pays the issue price of the subscribed shares at the time specified in the Articles of Association or the General Meeting’s decision to increase the registered capital, but not later than 1 year from the date of the company’s establishment or from the increase in the registered capital
– the shareholder cannot be exempted from the deposit obligation unless it is a reduction in the share capital
– if the shareholder is in default or part of the deposit, the Board of Directors shall invite the Board of Directors to execute it within the additional time limit specified by the Company’s Articles of Association, otherwise within 60 days from the date of delivery of the notice
– the excluded shareholder guarantees the redemption of the issue price of subscribed shares
– the shareholder is entitled to attend and vote on the General Meeting, the Articles of Association may restrict the exercise of voting rights by stipulating the highest number of votes of one shareholder
– if the Articles of Association so determine, the members of the company’s organs are elected by a cumulative vote
Dissolution of the company
– the decision to abolish the limitation is a matter for the General Assembly, where the two-thirds majority of the shareholders is required
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