As a topic of my dissertation I have chosen a " Liquidation of capital commercial companies cancelled by a court." The reason to choose this topic was the fact, that it is a process not discussed by the professional public as much, including the "forced company liquidation", which is executed on the base of court decision. Other reason was the situation, when there is a constant growth of dysfunctional companies, that are unable of further business activity and the bodies of such companies do not participate on their functioning. I concentrate on liquidation of the capital companies in my dissertation that are typical with only property interest of the partners on the business activities of the company. The purpose is to describe the current state of liquidation process from the theoretical point of view and also focusing on the practice and jurisprudence, which in many cases is not uniform. The opening part presents the main area of the chosen issue with focus on dysfunction of the commercial company. The first part analyses the reasons leading to cancelation of the company with liquidation by court, while the reasons are mainly legal. It is possible to categorize the reasons on general and special, although it is theorized of factual reasons, that relate above all with inactivity of the...

As a topic of my dissertation I have chosen a " Liquidation of capital commercial companies cancelled by a court." The reason to choose this topic was the fact, that it is a process not discussed by the professional public as much, including the "forced company liquidation", which is executed on the base of court decision. The reason was the situation, when there is a constant growth of dysfunctional companies, that are unable of further business activity and the bodies of such companies do not participate on their functioning. My diploma thesis discuss of a liquidation of capital companies, that are typical with the capital participation of the partners, i.e. money appraisable deposit into the company determining their shares in the company. Such companies are the limited liability company, which is the most favorite organizationally-legal form, through which the business activity is performed, and joint stock company and this thesis also mentions european company. Liquidation is a complex of a commercial, administrative, tax and accounting acts pursuing settlement of property and other aspects of the liquidated company. Considering these reasons we can evaluate the current legislation of the liquidation as fragmented. The aim of this thesis is to comprehensively compile the topic of winding up a...

Protection of minority shareholders after recodification of Czech private law The purpose of this thesis is to concentrate upon chosen areas of protection of minority shareholders, analyse them and review the advantages and disadvantages of the recodification of Czech private law in these areas. Simultaneously the thesis evaluates the usability of the existing judicial decisions and outlines possible development of the legislation. In the parts of the thesis where the author believes it is useful, the thesis compares these areas with foreign legislation and doctrine. The thesis is systematically composed of 4 chapters. The introductory part of the thesis consists of two separate chapters that describe the notions of minority and qualified shareholder and explain the reasons of their protection. After the definition of areas of protection of minority shareholders, chapter three concentrates on the areas of the protection that the author considers significant in terms of position of the minority shareholder in the company after the recodification. At first the thesis focuses on the participation of the shareholders in the corporate governance, specifically on the rights of qualified shareholders. The next part of the thesis highlights the new legal institute incorporated in the Czech legal order...

130 A legal person as a member of an elective body of a limited company Abstract This thesis deals with one of the significant novelties in Czech company law adopted in connection with the recodification of private law, namely the general option to appoint a legal person as a member of a statutory, supervisory or another elective body of a limited company, i.e. limited liability company or joint stock company. The thesis presents the topic in a broader context and it is aimed to provide the reader with a basic idea of what the benefits and the risks are, which this concept brings into Czech law, and how usable it is in practice. For this purpose, an overview is given of how foreign legal orders regulate the membership of legal persons in elective bodies of limited companies, the extent to which this concept is widespread (not only in Europe) and what the existing, both positive and negative, experience is. Particular attention is paid to the legislation in Great Britain, because in this country, the issue of membership of legal persons in elective bodies of limited companies is currently being subject to breakthrough (albeit not yet effective) legislative changes consisting in a general ban on appointment of a legal person as a member of an elective body of a limited company. The thesis is divided into four...

Influence of a company member on the management of a limited company Petr Hanka Abstract The thesis deals with the legal relation between the member of a limited company and this company with focus on his influence on company's management. The paper concentrates mainly on particular rights of non-proprietary nature, which are entrusted to the member by the Commercial Code and recently by the Business Corporations Act for a purpose of the perfomance of the member's influence. The thesis takes relevant opinions of the doctrine as well as the corresponding case-law into consideration. First two chapters provide overview of fundamental terms, which are used and developed further in the paper. The limited company is distinguished from the personal company. The content of the legal relation between a member and a company is described with emphasis on the existence of a share. The existence of particular rights of a member is indicated. Essential part of the paper is the third chapter, which deals with the right of a member to management of the company and with other related rights, which allow a member to influence the management. The chapter is divided to subsections according to particular rights. A member of a company can perform most of his rights on the general meeting. The general meeting is an assembly of...

How to found an enterprise (legal and economic aspects) Abstract The object of this thesis is the founding of an enterprise from legal and economic viewpoint. Entrepreneurship in the Czech Republic evolved a lot since the Velvet revolution, legislatively and in the way entrepreneurs behave on the market. The Czech Republic joining the European Union had a huge impact on entrepreneurship, thanks to the harmonisation of the internal market and even through new types of companies available. The goal of this thesis is to help new entrepreneurs found an enterprise, to choose the correct legal framework and create a business plan. The focus is on saving financial and time costs. In the first part the legislature concerning enterprise in the Czech Republic is presented focusing on effective laws, despite mentioning the legislature before the civil law recodification from 2014. Enterprise, entrepreneur and companies are described in detail in the second part as the basic terms connected to founding an enterprise. The third part is concerned with the economic aspects of founding an enterprise, out of which the business plan is the most important. As a part of the business plan, basic internal and external analysis of an enterprise and basic financing options are presented. The fourth part comprises of the comparison...

The theme of this diploma thesis is mergers and acquisitions. The theoretical part is given the nature of mergers and acquisitions, their historical development with examples of recent mergers and acquisitions in the Czech Republic and in foreign countries. Thesis also includes a list of motives that lead companies to cross-linking. In the end of theoretical part the procedure followed by limited companies that decide to merge is described. In the practical part is simulated the real merger of two existing limited companies which precedes the description of the business sector of both participating companies and their main motives of merger. The core of the practical part consists in the preparation of draft documents - Project of merger and Agreement of merge. The estimation of property trend, its sources and economic profit.

Background: This study focuses on three reforms which the Swedish government have performed: The abolishment of the audit requirement, the reduction of the legal capital requirement, and the reduction of the employment taxes. What effect have they had on the establishment of private limited companies? Purpose: The purpose of this dissertation is to explain the influence government reforms have on the establishment and re-establishment of private limited companies inSweden. Method: An explanatory study was performed to study the effect of the reforms, and a quantitative method was used which includes the positivistic and deductive approach. Conclusion: For a majority, the reforms were not decisive; rather, they were contributory for founders’ decision to establish a private limited company. Many owners have re-established from different organizational forms to the private limited company form.

2006--Zugl.: Bachelorthesis, 2006.

Zugl.: Hamburg, Univ., Diss., 2006