1 Abstract Decision making outside the general meeting of limited companies (per rollam) The aim of the thesis is particularly using the descriptive and the analytical method and the legal argumentation to analyse the legal regulation of the decision making outside the general meeting of limited companies (per rollam) contained in Civil Code and especially in Business Corporations Act, to focus of its specifics and possible interpretational problems of selected topics, to assess the impact of the per rollam decision making on rights of members of limited companies and last but not least to suggest framework possibilities for the further development of the legal regulation de lege ferenda. Alternatively, the comparative method with the British and Slovak legal regulation is used. The thesis is divided into four chapters; each of them is further divided into subchapters and closed with a partial summary. After the initial definition of the limited company and outlining its characteristics in the first chapter, the second chapter is devoted to the general analysis of the general meeting with an emphasis on possible alternative ways of decision making on and outside the meeting and to the question of the nature of the general meeting's resolution. In the third chapter the per rollam decision making in limited...

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...

Made available in DSpace on 2016-04-26T20:29:18Z (GMT). No. of bitstreams: 1 Marcos Andrey de Sousa.pdf: 1978174 bytes, checksum: 512ba7d9b756c9f2c321b0c70e29ad0a (MD5) Previous issue date: 2009-06-08 / Conselho Nacional de Desenvolvimento Científico e Tecnológico / This dissertation defends the delimitation of the applicable norm to rule the judicial constriction of private limited company share, having in mind the advent of the 2002 Civil Code, the Civil Procedure Code reforms ruled by Law number 11.382/2006, and the bankruptcy laws in force. This subject is relevant because it faces institutions which are important to the socio-economic society: the limited company, which is the most used societary type in this country; the business activity, with the social interests that surround it; and the trust recovery, which is supported nowadays by fundamental rights concerning actual jurisdictional guardianship. This subject choice is due to the criticism made by the distinguished doctrine arguing about the harm that bankruptcy can cause on business activity, reaching inherent social interests, not to mention the procedural hindrances in attaining the obligee s satisfaction. Furthermore, foreign legislations, which inspired the national ones, offer dedicated and specific solutions to companies comprised by people with unlimited responsibility, and to limited companies, showing the impropriety of supplementarily applying on them the simple society rules. This defence is supported by the invocation of principles to determine the normative meanings, to avoid antinomies and to delimitate the application of the most appropriate normative position. This work is developed through research of doctrine and legislations, both national and foreign, using descriptive language on the analysis of legislations, and prescriptive language to build up the defended position / Esta tese defende a delimitação da norma aplicável para reger a constrição judicial da cota de sociedade empresária limitada, tendo em vista o advento do Código Civil de 2002, as reformas do Código de Processo Civil ditadas pela Lei 11.382/2006 e as legislações falimentares vigentes. O tema é relevante porque enfrenta institutos importantes para a comunidade sócio-econômica: a sociedade limitada, que é o tipo societário mais utilizado no país; a atividade empresarial, com os interesses sociais que em torno dela gravitam; e a recuperação do crédito, hoje amparada por direitos fundamentais à tutela jurisdicional efetiva. A justificativa da escolha do tema decorre das críticas de abalizada doutrina argüindo os malefícios que a liquidação da cota pode provocar na atividade empresarial, atingindo os interesses sociais inerentes, além dos entraves procedimentais para a satisfação do credor. Ademais, as legislações estrangeiras, que inspiraram a nacional, apresentam soluções diferenciadas e específicas para as sociedades de pessoas com responsabilidade ilimitada e para a sociedade limitada, demonstrando a impropriedade de se aplicar supletivamente a esta as regras da sociedade simples que regem o tema. A defesa ampara-se na invocação de princípios para determinar os significados normativos, evitar antinomias e delimitar a aplicação da normativa que mais se coadune com os seus fins. O trabalho é desenvolvido através de pesquisa de doutrina e legislações, nacionais e estrangeiras, utilizando de linguagem descritiva, na análise das legislações e prescritiva para a construção da posição defendida

Zugl.: Heidelberg, Univ., Diss., 2008 / Includes bibliographical references (p. 289-332).

This master dissertation is dedicated to the main characteristics and to the process of establishment of Private Limited Company in the Czech Republic and Germany and to the comparison of these two national legal forms. The goal of this work is to compare Czech and German Ltd. in a very clear way, so the reader can understand what the differences of this type of company in the national legal forms mentioned above are and what have on the contrary in common. The work deals also with the Czech and German Ltd. in separated chapters in order to be the comparison for the reader comprehensible. In the end of the master dissertation is expressed the author's opinion, which national legal form of this type of company is better and in what way.

The thesis is aimed at the comparison of legal regulations of the private limited company in spanish and czech law, especially because this type of company belongs currently to one of the most wide-spreaded forms of business associations and as such creates the legal framework for the development of small and medium enterpreneurship. The thesis is divided into several thematic parts describing particular features of private limited company. This way I tried to find the most important differences between these two systems of law with the intention of clearing their advantages and also disadvantages.

The master thesis "Comparison of the process of establishment of Private Limited Company in the Czech Republic and in Austria" deals with the main characteristics and the process of establishment of Private Limited Company in the Czech Republic and in Austria. The goal of this thesis is to compare the process of establishment in a clear way to enable the reader to understand the similarities and differences between the process of establishment in the Czech Republic and in Austria. The thesis is divided into thematic units to be synoptic, the development of legal regulation of Private Limited Company in the Czech Republic and in Austria is shortly described in the first one. The following chapters focus separately on the process of establishment in the Czech Republic and in Austria and the last chapter compares both legislations.