This diploma thesis aims to compare the enactments of German GmbH and Czech s.r.o. (i.e. limited liability companies or private companies limited by shares). The introduction describes the historical evolution till today and defines the main differences in the Czech and German legal interpretations of the place of business, statutory body, registered capital, company shares, etc. Furthermore accounting principles and essential requirements of financial statements are discussed. The reader can find mandatory forms of financial balance sheets and profit and loss reports according to the German Commercial Law and the Czech ministerial regulation No. 500/2002 in the thesis appendix. The last part mentions basic tax liabilities of GmbH and s.r.o.

The purpose of my thesis is to analyse the legal regulation regarding the transfer of the business share in a limited liability company in the Czech Republic. I have chosen this topic because of a lack of its legal regulation on the one hand and controversy and topicality on the other hand. The study analyses relevant law, commentaries, books, articles and case law. Moreover, it also compares the current legal regulation with the new legal regulation represented by the new Civil Code and the Act on Commercial Corporations. The main contribution of this paper is in providing a critical perspective on the current legal regulation and also the comparison with the new one. The thesis is composed of five chapters, each of which deals with different issues connected with both the transfer of the business share and the agreement on the transfer of the business share and a comparison with the new regulation. Chapter One is introductory and examines the concept of the business share as a subject-matter of legal relations. Chapter Two is subdivided into nine main parts. Part One focuses on the concept of the transfer of the business share. Part Two analyses its transfer to an existing shareholder or to a third party. Part Three focuses on the duty of loyalty of the shareholder. Part Four is closely...

La tesi è suddivisa in due capitoli, il primo dei quali ha valore introduttivo e si occupa dei diritti particolari nella più ampia analisi del fenomeno della personalizzazione della s.r.l. In particolare, le osservazioni si incentrano sull'analisi del potere dell'autonomia contrattuale nella definizione dell'assetto proprietario (art. 2468, co. 2, c.c.) e dell'organizzazione interna della s.r.l. (art. 2468, co. 3, c.c.). In entrambe le ipotesi è consentito derogare all'organizzazione plutocratica propria del modello legale della società a responsabilità limitata in virtù della quale il potere è in funzione diretta della ricchezza investita al fine di soddisfare la medesima esigenza di modulare i diritti sociali alle concrete ragioni della partecipazione alla società. Il secondo capitolo si articola in tre sezioni, dedicate allo studio della fattispecie "diritto particolare relativo all'amministrazione". Il proposito è quello di riempire di contenuto l'art. 2468, co. 3, c.c., e rispondere al fondamentale quesito, se la previsione ex art. 2468, co. 3, c.c., sia tassativa - e quindi se quelli indicati sono gli unici diritti che possono sfuggire alla regola della uguaglianza e della proporzionalità - ovvero esemplificativa, aprendosi così all'autonomia privata la strada alla libera determinabilità dei diritti sociali salvo limiti imposti dalla legge. Nella prima sezione vengono individuati i limiti negativi della fattispecie. Nel capitolo 2, sez. II, invece, si procede alla ricostruzione della fattispecie, illustrando i motivi in base ai quali si giunge a ritenere che i diritti particolari relativi alla amministrazione sono quelli propriamente connessi alla gestione dell'impresa sociale. Oggetto di approfondimento nella terza ed ultima sezione del secondo capitolo è il profilo organizzativo dei diritti particolari relativi all'amministrazione. / The thesis is subdivided in two chapters, first of which it has introductory value and it is taken care of the particular rights in the analysis of the phenomenon of the personalization of the limited liability company. In particular, the observations centralize on the analysis of the power of the contractual autonomy in the definition of the ownership (art. 2468, co. 2, c.c.) And of the inner organization of limited liability company (art. 2468, co. 3, c.c.). In both the hypotheses, it can be to rule in a way different from law the capital-oriented organization of the legal model of the limited liability partnership - in virtue of which the power is in direct function of the invested wealth - to the aim to satisfy the same requirement of modulating the social rights to the concrete reasons of the participation to the society. The second chapter is subdivided in three sections, dedicated to relativeness of diritto particolare relativo all'amministrazione (particular right relating to the administration). The purpose is to determinate the applying area of art. 2468, co. 3, c.c., and to answer to the fundamental question, if art. 2468, co. 3, c.c. Is peremptory and if those indicated are the only rights which can escape to the rule of the equality and the proportionality or exemplifying and open to the private autonomy in freely creating social rights even farther legal limits. In the first section the negative limits of legal case are defined. In chapter 2, sez. II, instead, it is reconstructed the legal hypothesis, illustrating the reasons on which it is suggested to think that the diritti particolari relativi all'amministrazione are those properly connected to the management of the social business. Object of deepening in the third and last section of the second chapter it is the organizational profile of diritti particolari relativi all'amministrazione .

This thesis aims to investigate the effects of the Swedish minimum capital requirement in relation to the Swedish private limited liability companies. The issue of whether there should be a requirement for minimum share capital has been debated in Sweden and the rest of the European Union. Sweden and other continental European countries have a tradition of providing a minimum share capital requirement in order to provide creditor protection. Countries that administer an Anglo-Saxon tradition such as England and the United States do not express the same belief in the minimum share capital’s function as creditor protection and has therefore abolished these requirements. The European Union’s Second Company Law Directive provides a minimum share capital of EUR 25,000 for companies similar to the Swedish public limited liability company. The companies comparable to the Swedish private limited liability companies is thus regulated under the law of the Member States themselves. In Sweden the frequently used arguments for abolishing the minimum share capital requirement are the rule’s dysfunction as creditor protection, the fact that the minimum share capital does not consider the specific capital demand of the company and the potential obstacle effect on entrepreneurship. The author agrees with these arguments but emphasises the minimum share capital’s function as an “entrance fee” to the private limited liability company form as an argument why the requirement should maintain in Swedish company law. The rules in ABL regarding protection of restricted equity could be replaced by a solvency-sufficiency test similar to the provision in § 6.40 MBCA. The minimum share capital’s obstacle effect on entrepreneurship could be reduced by introducing a beneficial loan with low interest rate provided by the state or the municipalities.

Zugl.: Leipzig, Universiẗat, Diss., 2008/09 u.d.T.: Die praktische Relevanz der GbR mbH und ihre Bedeutung in Abgrenzung zu vergleichbaren US-amerikanischen Gesellschaftsformen.

Univ., Diss.--Hamburg, 2001.

Registered capital of a limited liability company Abstract This master thesis deals with the institution of the registered capital in a limited liability company, its meaning and its purpose. The aim of the master thesis is to evaluate the current legislation, to compare it with the adjustment of the registered capital in other countries (especially in Germany), as well as to propose its concrete improvements. The new legislation of the limited liability company is very different from the previous legislation; the abolition of the minimum registered capital is one change brought by the new legislation. This is the result, not the cause of questioning the registered capital as the creditor protection institute. The registered capital does not perform the guarantee function, because the regulation of the registered capital does not provide (and the neither did the previous Act) effective guarantees that the company will have funds corresponding to the amount of the registered capital after the establishment of the company as well as during the period of its existence. Other provisions concerning the actual creation and maintenance of the registered capital were (except, for instance, the registered capital test) preserved. This is positive, especially because of great number of companies that have...

Share in a limited liability company as a subject of legal relations; equity certificate The master thesis analyses the issue of the transfer of a share in a limited liability company including the possibility to incorporate a share into an equity certificate. The main purpose of this study is to introduce in detail the different phases of the tranfer of a share, an equity certificate and draw attention to several interpretative problems related to the new law of business corporations. Besides the applicable law, which is purposefully subjected to the comparison with legal regulation before the recodification of private law, the work examines the legal literature, including periodicals, and still aplicable case law of the Czech courts. The thesis is divided into five chapters. The first chapter looks briefly at a share in a limited liability company and its definition as a subject of legal relations. The second chapter deals with the modes of the transfer of a share and the preconditions of its realization in the form of obtaining the relevant permissions. This section also outlines possible consequences of not giving the necessary consents with the transfer. The core of the third chapter represents the share transfer agreement, its formal and subject matter requirements. There are also mentioned...

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The private limited liability company, as the most frequently used type of business corporation in the Czech Republic, has recently undergone significant changes concerning its legal regulations due to the recodification of private law. This thesis focuses on the share in the limited liability company and the equity instrument (the share certificate), by which the share can be represented, along with the transfer of the share. The treatises aims to identify interpretational disputes arising from the recently enacted civil and corporation codes and, while using resources available at the moment, attempts to adumbrate possible outcomes and solutions. The work itself is divided into five chapters. First chapter provides general description of the notion of the share in the limited liability company and defines its nature. Further, possible variations of issue of shares in the limited liability company such as issue of different classes of shares and the option of ownership of multiple shares in one company are examined. In the second chapter, the concept of the share as a thing in itself (personal property) and the selected implications of this concept are discussed. The focus is aimed on topics, which appear to be highly questionable. Third chapter introduces the institute of the equity instrument...