(Czech Supreme Court Opinion No. Cpjn 204/2015 of 13 January 2016)

The Supreme Court has opined on the following contentious items found in the Act on Public Registries and the Act on Business Corporations:

  • The memorandum of association of an LLC that is not subject to the Act on Business Corporations as a whole may nevertheless apply certain new institutes, i.e. the company may have various types of ownership interests, may issues ordinary share certificates, partners may own multiple ownership interests, etc. In passing, the Supreme Court also confirmed companies may continue to be subject to the Act on Business Corporations as a whole after 1 January 2016 as the two-year stipulated time-limit is non-mandatory.
  • Where the memorandum of association of an LLC does not provide for the creation of various types of ownership interests, information on ownership interest type is not entered into the commercial register. Similarly, where an LLC has not issued ordinary share certificates, information on this fact is not entered in the commercial register.
  • A resolution of the general meeting of an LLC on consent to the transfer of an ownership interest to a person who is not a partner is not a resolution calling for revision of the memorandum of association and thus does not constitute a decision that must be certified in a public document.
  • If an ownership interest in an LLC that is not an ordinary share certificate is pledged, the signatures of the parties on the pledge agreement shall be notarized. In this way, the Supreme Court confirmed notarized signatures are required on a contract on the transfer of an ownership interest.
  • The statutory director of a joint stock company with a one-tier board system may serve as the chair of its one- member administrative board or a member of its collective administrative board.