The Act on Business Corporations and (Act on Corporations), Act No. 90/2012 Coll. introduced, with effect from 1st January 2014, the following new requirements for corporate documentations.
In accordance with section 777 (the transitional provisions) of the Act on Corporations, the following applies:
- Articles of Association/Memorandum of Association
- Provisions of the Memorandum of Association/Articles of Association which conflict with the mandatory provisions of the Act on Corporations shall be revoked ex lege on the day of effectiveness of Act on Corporations (Sec. 777 subsection 1, Act on Corporations).
- All corporations have six months to adjust their Memorandum of Association and lodge the changes with the relevant commercial register.
In case a corporation fails to do so, the competent court (commercial register) shall send the company a request, providing it an additional time period to comply with the aforementioned obligation.
If the additional time granted in the court order expires without rectification, the competent court may, at the request of the commercial register or of a person with justified legitimate interest, order the liquidation of the respective corporation.
- Contract on the performance of function and remuneration
Companies are obliged to adjust the provisions of a contract on the performance of function (specific type of contract, concluded with the company’s directors or board members, for the performance of their function) and put them in accordance with the Act on Corporations until 1st July 2014. In the contrary case, the performance of the function of a board member shall be considered free of charge. (Sec. 777, subsection 3, Act on Corporations).
- Choice of the legal regime of the Act on Corporations
Corporations established 1st January 2014 may decide to submit the corporate documents as the whole to the new legal regime under the Act on Corporations. They may do so no later than 2 years from the effective date of the Act on Corporations. In such case, they shall submit an application for the registration of these data in the commercial register (Sec. 777 Subsection 5, Act on Corporations).
In the connection of the above, it is recommended that companies duly revise their statutes or Memorandums of Association/Articles of Association respectively, regardless whether or not they opt for the new legal regime under the Act on Corporations.
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