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  • ARTICLES OF ASSOCIATION OF COMPANIES UNDER THE ACT ON CORPORATIONS

    20. 02. 2014

    Rekodifikace soukromého práva přináší pro společnosti založené za účinnosti obchodního zákoníku (zákon č. 513/1991 Sb.) řadu změn a nových povinností.

    The Act No. 90/2012 Coll. on Commercial Companies and Cooperatives (the Act on Corporations) stipulates a six-month time limitduring which companies have the obligation to modify their Articles of Association (Deed of Incorporation) and align them with the new legislation which came into effect as of January 1, 2014. By July 1, 2014 the modified documents have to be inserted in the Collection of Documents.

    Providing they are not in conflict with the new legislation or the Articles of Association do not provide otherwise, the rights and obligations following from the previous legislation are incorporated into the Articles or Association and bylaws. In practice, this is going to mean that to deal with specific situations, corporations have to respect not only the New Civil Code and the Act on Corporations but also the Commercial Code.

    To avoid such duplicity, companies may choose to fully align their Articles of Association and bylaws with the Act on Corporations within the next two years. Such „choice“ will be registered in the Company Register. Thus, it is up to companies to consider all pros and cons of the new legislation and decide whether they want to take advantage of the time period the legislator has given them to decide whether full alignment with the new legislation is suitable for them.

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