My thesis consists of two main parts. First part deals with major changes introduced by the Company Act 2014 and the New Civil Code 2014 to the regulation of the share in the Limited Liability Company. The aim of the first part is to analyse the most significant changes introduced by the Company Act 2014 and the New Civil Code 2014 and to present various arguments in favour of and against this new regulation. I have decided to compare the Czech regulation with the German regulation which has already introduced similar changes five years ago. The main contribution of this part is therefore not only to provide critical evaluation of the new regulation, but also to point out that in some situations we can draw inspiration from the German regulation. Second part focuses on the transfer of the share, agreement on the transfer of share and special ways in which the share can be transferred. My thesis is divided into four chapters. First (introductory) chapter defined the share generally, using its qualitative and quantitative aspects. Second chapter deals with the abovementioned changes introduced by the Company Act 2014 and the New Civil Code 2014, more specifically it deals with the fact that the New Civil Code 2014 distinguishes the share as a thing in the legal sense, the fact that the Company Act...

The protection of minority members in limited liability companies after recodification of private law ABSTRACT The purpose of this thesis is to give an enumeration of protective instruments available to a minority shareholder in a limited liability company after the recodification of Czech private law and to engage in further analysis of these instruments. The thesis is divided into an introduction, four chapters and a conclusion. The first chapter defines basic terminology used in the thesis, such as 'minority shareholder' and 'qualified shareholder'. The second chapter focuses on the position of a minority shareholder in a limited liability company and introduces the reasons to protect such a minority shareholder and the risks connected with an excessive protection of minority shareholders. Chapters 3 and 4 form the hearth of this thesis. The third chapter offers a detailed analysis of instruments available to every shareholder in a limited liability company, including a minority shareholder. These instruments include separate voting, motion to declare member's vote or general meeting's voting null and void, cumulative voting, right to information, derivative action, claim for reflective loss, claim for compensation for damage from influential person, right to suggest an appoitment of an expert to...

Pledging a share in a business corporation In my master thesis I focus on pledging a share of shareholder a limited liability company, which is a relatively common legal disposition with the share. Master thesis is based on valid and effective legal regulation that brought a number of innovations. In some chapters there is also mentioned the historical development of the institute for better orientation of the readers. The thesis examines legal literature, legal periodicals as well as attempts to capture also the applicability of existing case law on the new legislation. The main contribution of this work is to provide an interpretation of the provisions of which so far there is little consensus in the legal community, as well as pointing on problems and risks that regulation brings, especially from the perspective of the pledgee. The thesis is divided into four chapters, each chapter focuses on a different area of pledging a share of shareholder a limited liability company. The first chapter defines general issues of pledge and define the subject of a lien and includes a brief introduction of the legal nature of the share. In the second chapter, the reader is introduced into the mode of the establishment and creation of a pledge to a share, assumptions of its pledgebility and the process of...

Competencies of the General Meeting of a Limited Liability Company The submitted paper analyses the current legal regulation regarding the competencies of the general meeting of a limited liability company; focuses on regulation's problematic parts; and suggests legal changes based on the conclusions drawn in this paper. The paper consists of three major parts and two appendixes. The first part provides the general information about a limited liability company. I briefly summarize the historical development, legal regulation and main bodies of a limited liability company. The second part focuses on the general meeting of a Limited Liability Company in general. The third part constitutes the main body of this paper. It focuses on general classification of competencies of the general meeting. It also deals in detail with individual matters entrusted in the general meeting's competencies. The competencies of the general meeting are covered into detail in each sub article. The connection between law and real life is also examined quite thoroughly. This part deals with different legal opinions regarding this topic and I draw my own conclusions here. This part is divided into three main articles - The basic legal competencies of the general meeting; Competencies of the general meeting in other matters;...

The thesis concerns the topic of a limited liability company and of reforms of its regulation in the legal orders of the Czech Republic and the Federal Republic of Germany and focuses on the statutory minimum amount of stated capital of a limited liability company. The goal of the study is to explore, using the methods of historical and geografical comparison, whether the statutory regulation of the statutory minimum amount of stated capital of the limited liability company in the Czech and German legal orders will persist or whether the statutory regulation of the amount of stated capital will change, allowing the founders of the company to determine the amount of stated capital individually, depending on the needs of the company. The structure of the chapters reflects the chronological development of the statutory regulations concerned and it also considers the development of the legislation of the European Union. Chapter One is introductory. Chapter Two explains the statutory regulation of a limited liability company in Germany under the Limited Liability Companies Act (GmbHG) of 1892, the subsequent spreading of this form of a commercial company in other legal orders and the efforts of the German legislative body to reform the statutory regulation. Chapter Three deals with the Austrian and...

The termination of membership in a Limited Liability Company and Joint Stock Company - abstract The purpose of this thesis is to summarize and analyze selected possibilities of termination of membership in a Limited Liability Company and Joint Stock Company together with related consequences of such termination. I have aimed especially to the actual legal regulation contained mostly in the Czech Commercial Code however taking into consideration the decision making practice of the Czech Supreme Court as well. Within the writing of this thesis I have also reviewed upcoming new regulation contained within the Act on Business Corporation. The thesis is composed of foreword, three chapters and conclusion, where the second and third are most important ones as they deal with the two most usual kinds of business corporation in the Czech Republic - Limited Liability Company and Joint Stock Company. The first chapter represents general foreword in respect of the membership in a corporation. Chapter two is composed of eight parts. Part 1 - 7 deals with specific reasons for termination of membership in a Limited Liability Company (agreement, transfer of business interest, court-ordered termination, expulsion, bankruptcy and distraint, death and winding-up) and part 8 deals with consequences of such termination as...

1 Abstract: Competencies of the General Meeting of a Limited Liability Company This thesis describes the competencies of the general meeting of a limited liability company. The paper consists of three major parts and one appendix. The first part is focused on the introduction and general information about limited liability company. I go through basic principles and their representation in the legal system of the Czech Republic. I also summarize the three main bodies of limited liability company. This first part is fairly brief - yet much needed - introduction, since the topic of this thesis lies in a little bit different area of law. The second part of this paper has more in common with the main topic. This part is divided into three sub articles: 2.1. the general meeting, 2.2 the decision of an only associate in the competencies of the general meeting and 2.3 the decisions outside the general meeting. The purpose of this part is not to span all issues connected with problems of decision- making processes in company limited. The main goal is to describe the differences, and to outline the possible problems that could consequently arise. The third part constitutes the main body of this thesis. It is divided into seventeen sub articles - a result of the extent of the topic as well as the structural complexity...

75 English summary Lien of the share in a limited liability company The main goal of my thesis "Lien of the share in a limited liability company" is to analyze provisions of the new Czech Civil Code and Corporation Act, which were passed in the spring of 2012. Both statutes come into effect on 1 January 2014. At first I briefly describe the historical development of this issue since 1906, when first a statute concerning the limited liability company was passed in our country. Then I describe the main issues in the provisions of Czech commercial Code. Current legislation concerning the pawn of the share is a very brief one. The main problem, which I introduce, is that the legal possibility of pawning the share depends on the legal possibility of transferring the share. This provision neglects the fact, that the commercial Code defines two types of transfer of the share, that is to another shareholder or to a non-shareholder, i.e. to a person outside the company. The new Czech Civil Code contains a comprehensive legislation of the pawn. Its main assets are wide contractual freedom and protection of the lien debtor. Parties of the pledge contract can enter into contract, that enables the lien creditor to exercise voting rights on the General Meeting. Another, in my opinion controversial, new provision is that...

In my dissertation I analyse the issue of the transfer of a share in a limited liability company which is one of the most common legal dispositions with the share. The work is based on the new legal regulation of private law which will come into effect on 1 January 2014 but at the same time it compares the existing and new legislation. Besides the applicable law, the work examines the legal literature, periodicals, as well as the case law of the Czech courts. The main contribution of this work is to provide a possible future interpretation of some institutes associated with the transfer of a share as well as to point out the changes that the new legislation will bring. The work is divided into five chapters whereas each of the chapters focuses on the specific issue of the share transfer. The first chapter defines the share in a limited liability company and introduces it as an eligible subject-matter of the legal relations. The second chapter deals with the various modes of the transfer of a share and certain preconditions of the transfer of a share such as the consents with the transfer and the necessary respect of the duty of loyal behaviour of the company's members. The subject of the third chapter represent the chosen institutes related to the transfer of a share, namely the acquirer's...

In my diploma theses I am comparing legal regulations of limited liability company in Czech and Spanish law. The comparison of characteristic features takes place in four different areas: basic provision, constitution of the company, company organs and dissolution of a company. In the last section I describe specil form of Limited Liability Company called Nueva Empresa.