Private limited liability company is a type of limited liability company used especially by small and medium-size enterprises. This form of company is very popular in and outside of Czech republic. In the last few years many countries have adopted new laws regulating private limited liability companies. In Czech republic it was Business Corporations Act in 2012 although many provisions were included in other acts. In Denmark this form of company is regulated in Danish Companies Act adopted in 2009. This thesis describes legal regulations on private limited liability companies in both Czech republic and Denmark. Description of Danish regulations is rather thorough since there is limited amount of other sources on this matter in Czech language. The aim of the thesis is to compare these regulations and their positive and negative aspects.

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...

Liability of shareholders and other persons for debts of the company (multinational included) This master thesis is devoted to the issue of the legal liability of shareholders and others for debts of the company in consequence of their influence on the company or in case of its insolvency. The former is not a wholly new institute in Czech law, however it raises many new questions especially because of its broader concept. The latter is an entirely new issue in the Czech legal system which was influenced by the English concept called wrongful trading. The thesis is composed of five chapters. Chapter one briefly presents the concept of limited liability of the shareholders, its development, significance and criticism, including certain means that are used by the legal systems and courts to break the limited liability under some specific circumstances. Chapter two points out certain legal devices that had provided protection for creditors and that were abandoned, which may leads to the higher importance of the legal liability of the shareholders and other persons connected with the company. Chapter three concerns the concept of influential and controlling person, and also explains the concept of shadow director and de facto director under English law. Subsequently it presents certain categories of...

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...