Summary: Limited Liability Company is so popular form of a corporation suitable. I can say, this type of company is the most popular form of business organization. To have some knowledge about this issue could be very helpful and that is a reason of choosing this topic of my thesis. The regulation of duties of members of a limited liability company in the Commercial Code is only a little part of the whole limited liability company, but very I think, it is very important part. The regulation of duties members of a limited liability company is complex with their right and often should be view together. But on the other hand, sometimes the text of Commercial Code says nothing about the particular position of the member in the company and must be used theory. The most important of my thesis is to focus on the main duties of members of a limited liability company and the position of them. Every each duty of members I described in a separate chapter. I tried to explain every one duty in relation with other duties to explain mutual interconnection as a complex unit. The legal regulation of the Limited Liability Company should be often so much formal and complicated. At the end of my thesis I get special section for new regulation of business law because present Commercial Code is to be replaced by the new one Code...

Contract to transfer share in limited liability company Summary Purpose of this diploma thesis is to draw attention to selected aspects of a contract to transfer a share in a limited liability company and to outline possible solutions to several interpretation issues arising out of the Act on Business Corporations. In the first chapter the author describes a change introduced by the Act on Business Corporations that allows creation of different types of shares in a limited liability company. Different rights and obligations may be connected with such shares. The author focuses on the division and description of selected rights and obligations and their impact on the content of the contract to transfer a share in a limited liability company. In the second chapter the author describes the contract to transfer a share in a limited liability company from the parties' point of view and their motivation to enter into such contract. The author of this thesis also compares the contract to transfer a share in a limited liability company with the acquisition of the company's assets and focuses on their practical advantages and disadvatanges. Furthermore, the second chapter outlines possible contract types that may be used for transfers of a share in a limited liability company. The third chapters deals mainly with...

In my diploma thesis I described the mostly spread legal form of entrepreneurship in the Czech republic, the limited liability company. I analyzed the basic characteristics of the limited liability company including conditions of the establishment, time demands and administrative difficulties of this process. I also focused on its partners and described who can become a partner, how and under what circumstances. Special attention was paid to their rights and obligations. The goal of this thesis was to find out advantages of entrepreneurship in the limited liability company. My conclusion was based on both, the practical and the theoretical knowledge.

The subject matter of the thesis is the stringing out one-member limited liability companies and its prohibition by Czech Law. The thesis is composed of six chapters. Chapter One is introductory and defines basic terminology used in the thesis: stringing out, one-member limited liability company, prohibition of stringing out one-member limited liability and its purpose. Chapter Two examines the development of relevant Czech and European legislation. Chapter Three investigate the interpretation of relevant provisions in the Commercial Code in relation to First and Twelfth Directive. Chapter Four concentrates on legal consequences of the breach of prohibition. Chapter Five discusses whether the prohibition is useful or not in Czech Law. The thesis comes to the conclusion that the existence of the prohibition of stringing out one-member limited liability companies is rather justified in Czech Law. Therefore, the thesis argues for the maintenance of the provision in Commercial Code at least until European Community suggests to the contrary.

This master thesis provides a comprehensive view on duties of members of a Limited Liability Company (LLC) according to Act No. 90/2012 Coll., on commercial corporations and cooperatives (Commercial Corporations Act), which replaced Act No. 513/1991 Coll., Commercial Code. The content of this thesis is composed of five chapters. In the first chapter, the reader is acquainted with general characteristics of the LLC and with essential changes, which impact the LLC as a result of force of Business Corporations Act. The second chapter explains general definitions of rights, duties, and shares that subsequently allows the reader a better understanding of individual duties. The main content of this thesis is distributed between the chapters Duties arisen from act and Duties arisen from the Memorandum of Association. The division of individual duties of members of LLC is based on a categorization of duties established in the third chapter. The fundamental part of this thesis analyzes following individual duties of members of LLC: the deposit duty, the duty of liability of members of LLC, the contributory duty, the duty of fulfillment to reserve fund, the duty to past a fundamental certificate and the duty of loyalty. Furthermore, the rules on conflict of interest, the ban on competition and special duties...

This thesis analyzes comprehensive overview of duties of members of a Limited Liability Company, and that in the situation, when new law about corporations and cooperatives, namely Act No. 90/2012 Sb., of corporations and cooperatives (Business Corporations Act), came into force. This law will replace the current Commercial Code, Act No. 513/1991 Sb., and that to the date of 1st January 2014, when the Business Corporations Act will be effective. For that reason this work does not analyze only the currently effective regulation of duties of members of Limited Liability Company, but it is also focused on regulation effective from 1st January 2014. In the first and second chapter is a reader introduced in the issues of Limited Liability Company, that it is followed up with the characteristic of business share and the definition of rights and duties in compliance with the juristic theory. The third chapter of the thesis is focused on possibilities of a systematic arrangement of duties of members of Limited Liability Company. Firstly there are described and critically evaluated possibilities of systematic arrangements, which are contained in specialized literature. Subsequently follows the systematic arrangement made by the author of the thesis, which is based on classification of duties according to...

Univ., Diss.--Göttingen, 2001. / Literaturverz. S. [169] - 180.

Zugleich: Diss. Berlin, 2008. / Literaturverz.

The theme of this thesis is the duties of members of a Limited Liability Company. Recently experienced legislation about legal relationships of a Limited Liability Company many changes related to the new recodification of private law, made by the Act no. 89/2012 Coll, Civil Code, and by the Act no. 90/2012 Coll., Business Corporations Act. Recodification had very significant impact on some areas of a Limited Liability Companies and duties of theirs members. From this perspective it is a very current theme. The thesis is divided into five chapters. For thesis were used as primary sources laws of the Czech Republic, from secondary sources case law and numerous monographs, articles and commentaries to relevant laws. The most significant changes that directly affected the duties of members of a Limited Liability Company, are minimization of the amount of capital, pushing deposit and liability duties in the background, incorporation of the loyalty to the law, the possibility of acquisition of shares by the company, the possibility of creating more types of shares, the possibility of acquiring a stake in the company from non-owner and many others. The basis of the whole recodification is largely dispositive legislation that puts greater responsibility and prudence on members but creditors as well. The key...

Termination of membership in limited liability company Abstract The thesis deals with meanings of termination of membership in limited liability company, namely by (i) transfer of business interest, (ii), stepping out of the company, (iii) agreement on termination of shareholder's participation in a company, (iv) exclusion of a shareholder, (v) cancellation of shareholder's participation by court, (vi) termination of shareholder's participation due to insolvency proceedings against the shareholder, and (vii) termination of shareholder's participation due to execution towards the shareholder's interest. The thesis further deals with termination of shareholder's participation due to death of the shareholder who is a natural person or winding-up of the shareholder which is a legal entity. After a short foreword follow chapters concerning general issues about the limited liability company as a type of a legal corporation, the rights and obligations of shareholders and the creation and termination of participation in a limited liability company. Chapters dealing with various meanings of termination of shareholder's participation in a limited liability company and a brief conclusion follow. The aim of this thesis is to analyze and clarify some interpretative and application difficulties arising in connection with...