National law – CZ – Business law – chapter 4

A public limited company is a personal company, belongs to the historically oldest forms of business companies. This form of business is used in a small private business where the risk of unlimited liability is relatively small and controllable (e.g. craft, retail, family businesses).

Basic characters

is a company of at least two persons involved in its business or the management of its assets and is guarantor of its debts jointly and severally

– in the case where the partner is a legal person, he exercises the social rights and obligations of the authorized agent, who may be only a natural person

– may originate for the purpose of business or administration of its own assets

Establishment of a company depends on writing and signing a social contract

Social contract

– a contract governing the mutual legal relations of the shareholders and, unless otherwise agreed in the social contract, the shares of the shareholders are equal and the minimum amount of the registered capital is not determined unless it is formed on the basis of a social contract

– it also contains the name of the company, the subject of the company’s business or the indication that it was established for the purpose of managing its own property, and the identification of the shareholders by stating the name or surname, in the case of a legal person the name,

– the contract can be changed only by the agreement of all the partners, each member having one vote, unless the social contract determines otherwise

– the shareholder may join or withdraw from the company by changing the social contract, the acceding partner is also liable for the debts of the company that arose prior to its accession, but may require other partners to provide him with full compensation for the provided service and to cover the costs associated with

Statutory authority

– the statutory body of the company is all members of the company who meet the requirements laid down by the law, namely integrity, who did not experience the obstacle to the pursuit of a trade, the one in which the assets or assets of the business corporation in which he operates or worked in the past 3 years member of the body, no insolvency proceedings were conducted or if there is no other impediment to the office

– without the permission of all other partners, the partner may not engage in the business of the company, nor for the benefit of others, nor mediate the company’s business for another

– a partner may not be a member of a statutory or other body of another commercial corporation having a similar business

– profit and loss are shared equally among the shareholders

– after the termination of the company’s participation, the partner is liable only for the debts of the company that arose before the expiry of his participation

– the shareholder has the right to a 25% share of the amount in which he has fulfilled his deposit obligation

– the transfer of a shareholder’s share in a public company is prohibited

Dissolution of the company

– the company is repealed:

  1. the shareholder’s testimony filed not later than 6 months before the end of the accounting period, on the last day of the accounting period, unless the social contract determines the time limit by another,
  2. on the day on which the decision of the court,
  3. the death of the partner, unless the social contract permits the inheritance of the share,
  4. the dissolution of a legal entity partner, unless the social contract permits the transfer of a share in the legal successor,
  5. the day on which the decision to adjudicate bankruptcy of the assets of one of the shareholders or the rejection of an application for the opening of insolvency proceedings for lack of property or the adjournment of bankruptcy because the property of the partner is totally inadequate,
  6. on the day on which the decision to grant the debts of one of the shareholders,
  7. a final decision on the execution of a decision by the affiliation of a shareholder in a company or by the law of the enforcement order to affect the share of an associate in the company after the expiry of the deadline stated in the call for fulfillment of the enforced obligation under a special legal regulation and if within this period suspension of execution, the power of decision on this,
  8. the date on which none of the partners will meet the above requirements
  9. the exclusion of a member, in particular, if the partner seriously violates his obligations or is unable to achieve the purpose for which the company was founded; or
  10. other reasons specified in the social contract
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