Limited Liability Company is a historically new company and a very popular business company. It is the simplest type of capital companies, although it contains many elements of a personal company.
Basic characters
– a company whose debts are jointly and severally liable by the shareholders in the amount in which they failed to fulfill the deposit obligations according to the state registered in the Commercial Register at the time when they were called upon to fulfill the obligation
– a company comprised of 1-50 shareholders
– compulsory deposit into the company – the minimum deposit amount is CZK 1, unless the social contract determines that the amount of the deposit is higher
– they are obliged to create bodies
Social contract
– the contract includes the name of the company, the object of business or the activity of the company, the identification of the shareholders by indicating the name and the place of residence or the place of residence, the determination of the types of shares of each partner and the rights and obligations attached thereto, the amount of the deposit or deposits attributable to the share or shares, and the manner of their actions for the company, the deposit obligation of the founders, including the deadline for its fulfillment, an indication of who the founders determine by the executive or the directors
– the contract may be changed by agreement of all shareholders; a public document is required for this agreement
– before submitting the application for registration of the company in the Commercial Register, the entire deposit shall be paid and at least 30%
– the partner fulfills the deposit obligation within the term stipulated by the social contract, but not later than 5 years from the date of the company’s establishment or from the assumption of the deposit obligation for the duration of the company
– the contribution may also be non-monetary, which is appreciated by an expert selected from the list of experts, the experts are selected by the founders when establishing the company, otherwise the manager
– the contract may allow the creation of different types of shares, if the social contract so determines, the shareholder may own more shares, even of different kinds
– the shareholder’s share can be represented by a share certificate and each shareholder can transfer his share to another member
Statutory authority
– Company bodies – Managing Director, General Meeting, and Supervisory Board
– the statutory body of the company is one or more directors, if the social contract is determined, more than one member of the collective body
– the directors are responsible for the management of the company, if the company has more directors who do not constitute a
collective body, the consent of majority of the company is required
– the manager ensures proper keeping of the prescribed records and accounts, manages the list of shareholders and informs the shareholders about the matters of the company
– the company will establish a supervisory board if the social contract so determines
– the Supervisory Board supervises the activities of the directors, looks into the commercial and accounting books, other documents and financial statements and controls the data contained therein, reports once a year on its activities to the general meeting, the member of the Supervisory Board cannot be a company executive
– the shareholders exercise their right to participate in the management of the company at or outside the general meeting
– the general meeting is convened at least once for the accounting period
– unless otherwise agreed by the social contract, the General Meeting is able to quote if partners are present who have at least half of all votes (each partner has one vote for each CZK 1 contribution)
– the general meeting decides by a simple majority of the shareholders present
– the consent of at least two thirds of the votes of all shareholders is required:
to adopt a decision to change the content of a social contract,
to a decision resulting in a change in the social contract,
the decision to accept a non – monetary contribution, and
the decision to wind up the company with liquidation
– Companions are listed on the list of shareholders who run the company
– the shareholders participate in the profits determined by the General Meeting for distribution among the shareholders in proportion of their shares, unless the social contract determines otherwise, unless the social contract or the general meeting specifies otherwise, the share in the profit is paid in the money
– a partner may lose his participation in the company by performing a partner, an agreement to terminate the shareholder’s participation, the exclusion of the partner, the cancellation of the shareholder’s participation by the court
Dissolution of the company
– the company is dissolved by a partnership agreement, which takes the form of an authentic instrument
Limited Liability Company is a historically new company and a very popular business company. It is the simplest type of capital companies, although it contains many elements of a personal company.
Basic characters
– a company whose debts are jointly and severally liable by the shareholders in the amount in which they failed to fulfill the deposit obligations according to the state registered in the Commercial Register at the time when they were called upon to fulfill the obligation
– a company comprised of 1-50 shareholders
– compulsory deposit into the company – the minimum deposit amount is CZK 1, unless the social contract determines that the amount of the deposit is higher
– they are obliged to create bodies
Social contract
– the contract includes the name of the company, the object of business or the activity of the company, the identification of the shareholders by indicating the name and the place of residence or the place of residence, the determination of the types of shares of each partner and the rights and obligations attached thereto, the amount of the deposit or deposits attributable to the share or shares, and the manner of their actions for the company, the deposit obligation of the founders, including the deadline for its fulfillment, an indication of who the founders determine by the executive or the directors
– the contract may be changed by agreement of all shareholders; a public document is required for this agreement
– before submitting the application for registration of the company in the Commercial Register, the entire deposit shall be paid and at least 30%
– the partner fulfills the deposit obligation within the term stipulated by the social contract, but not later than 5 years from the date of the company’s establishment or from the assumption of the deposit obligation for the duration of the company
– the contribution may also be non-monetary, which is appreciated by an expert selected from the list of experts, the experts are selected by the founders when establishing the company, otherwise the manager
– the contract may allow the creation of different types of shares, if the social contract so determines, the shareholder may own more shares, even of different kinds
– the shareholder’s share can be represented by a share certificate and each shareholder can transfer his share to another member
Statutory authority
– Company bodies – Managing Director, General Meeting, and Supervisory Board
– the statutory body of the company is one or more directors, if the social contract is determined, more than one member of the collective body
– the directors are responsible for the management of the company, if the company has more directors who do not constitute a
collective body, the consent of majority of the company is required
– the manager ensures proper keeping of the prescribed records and accounts, manages the list of shareholders and informs the shareholders about the matters of the company
– the company will establish a supervisory board if the social contract so determines
– the Supervisory Board supervises the activities of the directors, looks into the commercial and accounting books, other documents and financial statements and controls the data contained therein, reports once a year on its activities to the general meeting, the member of the Supervisory Board cannot be a company executive
– the shareholders exercise their right to participate in the management of the company at or outside the general meeting
– the general meeting is convened at least once for the accounting period
– unless otherwise agreed by the social contract, the General Meeting is able to quote if partners are present who have at least half of all votes (each partner has one vote for each CZK 1 contribution)
– the general meeting decides by a simple majority of the shareholders present
– the consent of at least two thirds of the votes of all shareholders is required:
– Companions are listed on the list of shareholders who run the company
– the shareholders participate in the profits determined by the General Meeting for distribution among the shareholders in proportion of their shares, unless the social contract determines otherwise, unless the social contract or the general meeting specifies otherwise, the share in the profit is paid in the money
– a partner may lose his participation in the company by performing a partner, an agreement to terminate the shareholder’s participation, the exclusion of the partner, the cancellation of the shareholder’s participation by the court
Dissolution of the company
– the company is dissolved by a partnership agreement, which takes the form of an authentic instrument
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