Citation from the Civil Code - Act No. 89/2012 Coll. (1.1.2014)
Cancellation of a legal person - in general
§ 120
(1) A legal person shall be entered in a public register at least on the date of its establishment, the date of its revocation, stating the legal grounds and the date of its disappearance, as well as its name, address and subject of its business, the name and address of the registered office or the registered office of each member of the statutory body, together with the manner in which that authority represents the legal person, and the date of their establishment or termination.
§ 168
(1) The legal person shall be annulled by legal act, by expiry of the period, by decision of the public authority or by achieving the purpose for which it was established and for other reasons laid down by law.
(2) The competent authority shall decide on the voluntary abolition of a legal person.
§ 169
(1) After the cancellation of a legal person, its liquidation shall be required, unless the whole of its assets is acquired by a legal successor or, if the law otherwise provides.
(2) If the legal act does not result in the cancellation of a legal person, whether it is cancelled with or without liquidation, it shall be cancelled with liquidation.
§ 170
Those who have decided to abolish a legal entity with liquidation may change the decision until the purpose of the liquidation has yet to be fulfilled.
§ 171
With liquidation, the legal person is deleted
(a) the expiry of the period on which it was based;
(b) by achieving the purpose for which it was established;
(c) the date specified by law or legal act on the abolition of a legal person, otherwise the date of its effectiveness; or
(d) the date of legal power of a decision of the public authority, unless it is specified in the decision on a later date.
§ 172
(1) The Court, acting on a proposal from a person who has a legal interest in the matter, or without a motion, shall revoke the legal person and order the person to be wound up if:
(a) engage in illegal activities to such an extent as to seriously distort public order;
(b) no longer meets the conditions required for the formation of a legal person by law;
(c) has no statutory body capable of settling for more than two years; or
(d) so provides the law.
(2) Where the law allows a court to abolish a legal person on grounds which may be removed, the court shall fix a reasonable period before the decision is taken to remedy the deficiencies.
§ 173
(1) Where a legal person is removed during conversion, it shall be deleted without liquidation on the date of effective conversion.
(2) If the bankruptcy of a legal person has been certified, it shall be annulled without liquidation following the completion of the schedule resolution or the winding-up of the bankruptcy because the property is completely insufficient; however, it shall enter into liquidation, if any property appears after the insolvency proceedings have ended.
§ 174
(1) The conversion of a legal person is merger, division and change in legal form.
(2) A lawyer may change the legal form only if the law so provides.
§ 175
(1) Whoever decides to transform a legal person can change the decision until the transformation becomes effective.
(2) If the transformation of a legal person becomes effective, it cannot be decided that it has not occurred or that the legal act which led to the conversion has been nullified and that the registration of the conversion into a public register cannot be revoked.
§ 185
A lawyer entered in a public register shall cease to be removed from the public register.
§ 186
A lawyer who is not subject to registration in a public register shall cease to be liquidated.
Liquidation in general
§ 187
(1) The purpose of the liquidation is to settle the assets of the cancelled legal person (the liquidation essence), to settle debts to creditors and to dispose of the net asset that results from the liquidation (the liquidation balance), according to the law.
(2) A lawyer shall enter into liquidation on the date on which he is cancelled or declared invalid. Where a legal person incorporated in a public register enters into liquidation,proposes: liquidator without undue delay, the entry into the public register of entry into the liquidation. For the period of liquidation, the legal entity shall use its name with the addition "in liquidation'.
§ 188
If a legal person enters into liquidation, no one may legally act for it outside the scope set out in Section 196 from the moment he becomes aware of its entry into liquidation or when he should and could have known about it.
(1) The activities of a liquidator may only monitor the purpose of which is consistent with the nature and purpose of the liquidation.
(2) Where a legal person has acquired an inheritance or a reference with a condition, proof of time or with an order, such restrictions shall be respected by the liquidation officer. However, if a legal person has received assigned funds from public budgets, the liquidator shall use such funds, in accordance with the decision of the authority which provided them; the liquidator shall proceed mutatis mutandis if the legal person has received funds assigned to achieve a public purpose.
§ 189
(1) On entry into liquidation, the competent authority shall call on the legal person to liquidate; lonly a person eligible to be a member of the statutory body may be an iquidator. The competent authority shall call the legal entity without undue delay to the new winding-up agent if the function of the liquidator ceases to exist before the termination of the legal person.
STATUÁR:
§ 151
(1) The law shall specify, where appropriate, the legal proceedings of the founding party, how and to what extent the members of the legal person's bodies decide for it and replace its will.
(2) The good faith of the members of the legal person's body is attributed to the legal person.
§ 152
(1) A lawyer shall form an institution of one member (individual) or more members (collective).
(2) A natural person who is a member of a legal person's body and who is elected, appointed or otherwise called into office (hereinafter referred to as "the member of the elected authority'),must be fully self-righteous. Talso applies to representatives of a legal person who is himself a member of an elected authority of another legal person.
(3) Where the principal activity of a legal person is a minor or a person with limited legal personality and where the principal purpose of a legal person is not a business, the founding legal act may determine that a person or person with limited legal personality may also be a member of an elected collective body of a legal person.
§ 153
(1) A person whose bankruptcy has been certified may become a member of an elected authority if he has announced this in advance to the person who calls him into office; this does not apply if at least three years have elapsed since the end of the insolvency proceedings.
(2) If a person who is a member of an elected authority has been certified bankrupt, that person shall notify the person who called him into office without undue delay.
(3) If no notification has been made, anyone who has a legal interest in removing a member of the elected authority from office may request that the court withdraws from office. This is not the case if the person who called the member of the elected authority after having learned of the certificate of bankruptcy of that person that he should remain in office.
§ 154
Where another legal person is a member of an elected legal person's body, the natural person shall be empowered to represent it in the institution, otherwise the legal person shall be represented by a member of its statutory body.
§ 155
(1) If a member of an elected authority has been called upon to do so by law, he shall look at his profession as if he had not done so. Where a member of an elected authority loses legal capacity to be a member of an elected authority after his profession, his/her duties shall cease; he/she shall notify the legal person without undue delay of the termination of his/her duties.
(2) Where a person's profession is regarded as a member of an elected authority as if it had not occurred or if the profession is invalid, this shall not affect the right acquired in good faith.
(2) Where a legal person is in liquidation and if the winding-up agent is not called upon, all members of the statutory body shall exercise its powers..
§ 190
Where several debtors are called upon to liquidate a legal person, they shall form a collective body.
§ 191
(1) The legal person who entered into liquidation without the winding-up of the liquidator under Section 189 shall be appointed by the winding-up officer by the court, even without a proposal. The court shall appoint a liquidation officer even if it has itself decided to revoke a legal person.
(2) On the proposal of a person who can prove his legal interest, the court will call off an executor who does not properly fulfil his obligations and appoint a new executor.
(3) If no other proposal has been filed or if the application cannot be accepted, the court may appoint a liquidation officer in the procedure referred to in paragraph 1 or 2 without the consent of a member of the statutory body. Such an exterminator cannot resign from his post. However, it may propose to the court that he be relieved of his duties if it proves that he cannot be reasonably required to perform his duties.
(4) If the winding-up agent cannot be appointed under paragraph 3, the court shall appoint him from persons entered in the list of insolvency administrators.
§ 192
Where a winding-up agent has been appointed by a court, third parties shall provide the winding-up agent with synergies to the same extent as they are required to provide it to the insolvency administrator.
§ 193
The winding-up agent shall acquire the competence of the statutory body at the time of his profession. The controller shall be responsible for the proper performance of his duties as well as a member of the statutory body.
§ 194
Only the court can withdraw from his duties as executor.
§ 195
The reward and method of her payout are determined by the person who called him.
§ 196
(1) The activities of a liquidator may only monitor the purpose of which is consistent with the nature and purpose of the liquidation.
(2) Where a legal person has acquired an inheritance or a reference with a condition, proof of time or with an order, such restrictions shall be respected by the liquidation officer. However, if a legal person has received assigned funds from public budgets, the liquidator shall use such funds, in accordance with the decision of the authority which provided them; the liquidator shall proceed mutatis mutandis if the legal person has received funds assigned to achieve a public purpose.
§ 197
The winding-up agent shall satisfy the employee's claims as a priority during liquidation; this shall not apply if the legal person is in bankruptcy.
§ 198
(1) The winding-up agent shall notify the entry of the legal entity into liquidation to all known creditors.
(2) The winding-up agent shall publish, without undue delay, at least twice in succession, at least two weeks' distance from the notification referred to in paragraph 1, together with a call for creditors to declare their claims within a period which may not be less than three months from the second publication.
§ 199
(1) At the date of entry of the legal entity into liquidation, the winding-up balance sheet and the inventory of assets shall be drawn up by the legal entity.
(2) Liquidator issue against reimbursement of costs a list of assets to any creditor who so requests.
§ 200
If, in the course of liquidation, the winding-up agent finds that the legal person is bankrupt, it shall submit an insolvency application without undue delay unless it is a case referred to in Section 201.
§ 201
(1) In the case of a case pursuant to Section 173 (2) and the winding-up nature is insufficient to meet all debts, the proceeds of the liquidation in the first group will be reimbursed by the liquidation costs, the second group will satisfy the employees' claims in the balance and then pay the claims of the other creditors in the third group.
(2) If it is not possible to fully settle claims in the same group, it shall be satisfied in proportion.
§ 173
(2) If the bankruptcy of a legal person has been certified, it shall be annulled without liquidation following the completion of the schedule resolution or the winding-up of the bankruptcy because the property is completely insufficient; however, it shall enter into liquidation, if any property appears after the insolvency proceedings have ended.
§ 202
(1) If, within a reasonable period of time, the winding-up is not possible, the liquidator shall preferably offset the costs and claims from the first and then from the second group, if possible; this does not affect § 201 (2). Then the liquidator shall offer the creditors of the claims of the third group to take over the debts.
(2) If, within a reasonable period of time, it fails to monetize the liquidation substance in part or if the partial proceeds of the claim of the first and second groups are not fully offset, the liquidator shall offer the liquidation nature to all creditors to take over.
(3) The creditor to whom the liquidation is offered pursuant to paragraph 1 or 2 and has not commented on the offer within two months shall be deemed to have accepted the offer; this effect shall not arise unless the liquidation officer has taught him in the tender.
(1) Creditors who take over the liquidation are entitled to each share determined by the ratio of the amount of their claims; in the rest of their claim they shall cease to exist.
(2) If one of the creditors refuses to participate in the takeover of the winding-up of the substance, his claim shall be deemed to have been extinguished. This shall not apply if the assets of a legal entity which are not yet known are subsequently identified.
§ 204
(1) If all creditors refuse to take over the liquidation, the winding-up shall be transferred to the State on the date of the winding-up of the legal person; the winding-up agent shall notify the competent authority of this without undue delay under another law.
(2) Without regard to Sections 201 to 203, the creditor, who under another law is a creditor secured, is satisfied with the security secured by his claim. If the secured creditor is not satisfied in such a way in his claim, he shall be in the rest of the performance under Sections 201 to 203.
(1) As soon as the liquidator completes everything prior to the disposal or transfer of the liquidation in accordance with § 202 or notification pursuant to § 204, to be drawn upfinal report on the liquidation process, in indicating at least how the winding-up is handled and, where appropriate, the application for the use of the winding-up balance. On that same day, the liquidator shall draw up the financial statements. The Liquidator shall attach a signature record to the financial statements.
(2) The final report, the application for the use of the liquidation balance and the financial statements shall be submitted by the liquidation officer for approval to the person who called him into officeThe person who has become a liquidator pursuant to Section 189 (1) shall submit a final report, a proposal for the use of the winding-up balance and the financial statements to the authority of the legal person having jurisdiction to withdraw it or, where appropriate, to control it. If such an authority is not such, the liquidation officer shall submit such documents and proposals for the approval of the court.
(3) The removal of a legal person from a public register shall not prevent the documents referred to in paragraph 1 from being approved.
§ 206
(1) Until the rights of all creditors who have made their claims available on time pursuant to Section 198 are satisfied, the share of the liquidation balance cannot be paid or otherwise used in the form of an advance.
§ 198
(1) The winding-up agent shall notify the entry of the legal entity into liquidation to all known creditors.
(2) The winding-up agent shall publish, without undue delay, at least twice in succession, at least two weeks' distance from the notification referred to in paragraph 1, together with a call for creditors to declare their claims within a period which may not be less than three months from the second publication.
(2) Where the claim is contested or is not yet due, the liquidation balance may be used only if sufficient security has been provided to the creditor.
§ 207
The liquidation ends with the use of the liquidation balance, taking over or rejecting the winding-up of the creditor. Within 30 days of the completion of the winding-up, the winding-up of a legal person shall submit a proposal for the removal of a legal person from the public register.
§ 208
If, prior to the deletion of a legal person from a public register, his or her previously unknown property is identified or if the need for other necessary measures arises, the liquidation shall not cease and the liquidator shall settle the property or implement any other necessary measures. After these negotiations are concluded, they shall proceed in accordance with Sections 205 to 207; the provisions of Section 170 shall not apply.
§ 209
(1) If the unknown property of a legal person is found after its deletion from the public register or if any other interest worthy of legal protection arises, the court shall, on a proposal from the person certifying the legal interest, revoke the deletion of the legal person, decide on its winding-up and appoint the winding-up agent. Any person keeping a public register shall enter in it, pursuant to this Decision, the renewal of a legal person, the fact that he is in liquidation and the details of the liquidation officer. Ever since the renewal, they've been looking at a legal person as if they've never died.
(2) Where a legal person has been re-established in the light of the findings of unknown assets, the unsatisfied claims of its creditors shall be restored.
Liquidation entities
§210
(1) The corporation is created as a legal person by the community of persons.
(2) A legal person made up of a single member is viewed as a corporation.
§ 211
(1) A corporation may have one member, if the law so permits. In such a case, a single member of the corporation cannot terminate membership of his own accord unless, as a result, a new person enters his place.
(2) If the number of members of the corporation falls below the number laid down by law, the court will cancel it without a proposal and decide on its liquidation. However, it shall first provide a reasonable time limit for it to act as a remedy.
Clave
§ 268
(1) The Court of First Instance shall abolish the liquidation association on a proposal from a person who has a legitimate interest in this matter or even without an application in the event that the association, although brought to the attention of the court, has been brought to the attention of the court,
(a) engages in activities prohibited under Section 145;
(b) pursue activities contrary to § 217;
(c) encourage third parties to join, participate in or support the association; or
(d) prevent members from leaving the association.
(2) Paragraph 172 is not affected.
§ 269
(1) Upon the dissolution of the liquidation association, the liquidator shall establish an inventory of the assets and make it available to all members at the club's registered office.
(2) Liquidator issue an inventory of assets against the reimbursement of costs to any member who requests it.
§ 270
(1) Unless otherwise possible, the court shall appoint an executor without his consent one of the members of the statutory body. If this is not possible, the court shall appoint an exterminator without the consent of a member of the association.
(2) The winding-up agent appointed pursuant to paragraph 1 may not resign from office, but may propose to the court to remove him from office if he proves that he cannot be reasonably required to perform his duties.
§ 271
The liquidator shall only monetize the liquidation essence to the extent that it is necessary to meet the debts of the association.
§ 272
(1) The winding-up agent shall dispose of the liquidation balance in accordance with the statutes. Where the statutes of the association with the status of public benefit determine that the liquidation balance is to be used for non-public purposes, this shall not be taken into account.
(2) If the liquidation balance cannot be disposed of in accordance with the statutes, the liquidator shall offer the liquidation balance of the association with a similar purpose. Where this is not possible, the liquidation officer shall offer the balance to the municipality in whose territory the association has its registered office. If the municipality does not accept the offer within two months, the liquidation balance shall be taken over by the region in whose territory the association has its registered office. If the liquidation balance is obtained by the municipality or the region, it shall use it only for a public purpose.
§ 273
If the association has received assigned performance from the public budget, the provisions of Section 272 shall not apply and the liquidation agent shall dispose of the relevant part of the liquidation balance in accordance with the decision of the competent authority.
Foundation
§ 309
(1) The Foundation shall be established by a foundation document which may be a charter or acquisition in the event of death.
(2) The Foundation's charter shall be drawn up by one or more persons.
(3) Where more than one person is on the part of the founder of the Foundation, they shall be deemed to be the sole founder and must act unanimously on matters of the Foundation; if any of these persons refuses to give their consent without serious reason, they shall replace it by a court to propose any other founding person.
(4) The foundation document requires the form of a authentic instrument.
§ 376
Where the purpose for which the Foundation was established has been achieved, the Foundation shall be abolished and the Management Board shall elect a liquidation officer.
§ 377
(1) The Court of First Instance shall cancel the liquidation foundation on a proposal from a person who is of legal interest or without a request in the event that:
(a) the Foundation is engaged in activities prohibited under § 145 or acting contrary to § 307,
(b) the Foundation shall become an unlimited liability partner of the company;
(c) the Foundation seriously or repeatedly infringes the prohibition on granting the contribution to the person referred to in Section 353;
(d) the Foundation shall not grant grants for more than two years without having a serious reason to do so;
(e) the Foundation treats the foundation's principal contrary to Section 339,
(f) the value of the foundation principal shall be reduced to CZK 500 000 and that this situation shall last more than one year from the end of the financial year in which the value of the foundation principal has been reduced;
(g) the fund does not generate any yield for more than two years; or
(h) it is not permanently possible for the Foundation to continue to fulfil its purpose.
(2) This provision is without prejudice to Section 172.
§ 378
(1) The liquidator shall monetise the winding-up nature to the extent necessary to settle the Foundation's debtsHe'll deal with the liquidation balance according to the foundation charter.
(2) If the Foundation determines that the liquidation balance is to be used for non-public purposes, this shall not be taken into account.
§ 379
(1) If the foundation charter does not determine how the liquidation balance is to be handled, the liquidator shall offer it to the foundation with similar purpose. However, if there is a serious reason for this, the Management Board may decide that the liquidation balance shall be offered to the municipality, the county or the State as a priority.
(2) If the liquidation balance cannot be offered to the Foundation for similar purposes or if the offer made pursuant to paragraph 1 is rejected, the liquidation balance shall be offered by the liquidation officer to the municipality in whose territory the Foundation has its registered office. If the municipality does not accept the offer within two months of the date of its effectiveness, the liquidation balance shall be taken over by the region in whose territory the Foundation has its seat.
§ 380
If the liquidation balance is obtained by the municipality, region or state, the liquidation balance shall be used only for a public purpose.
§ 381
Where the Foundation has received assigned performance from the public budget, the provisions of Section 378 shall not apply and the liquidation officer shall dispose of the relevant part of the liquidation balance in accordance with the decision of the competent authority.
Citation from the Act on Commercial Corporations No. 90/2012 Coll. (1.1.2014)
GENERAL
§ 1
(1) Commercial corporations are commercial companies (hereinafter referred to as "the company') and cooperatives.
(2) The companies are a public company and a company ("personal company'), a limited company and a limited company ("capital company') and a European company and a European economic interest association.
(3) Cooperatives are a cooperative and a European cooperative society.
(4) European society, European economic interest associations and European cooperative societies shall be governed by the provisions of this law to the extent that the directly applicable European Union rules governing European society, European economic interest associations or European cooperative societies permit this.
§ 37
(1) In the event of the winding-up of a trading corporation, each shareholder shall have the right to a share in the liquidation balance; unless otherwise provided in the social contract or agreement of the shareholders, that share shall be paid in money.
(2) The disposal balance shall be distributed among the partners first to the amount by which they have fulfilled their deposit obligation. If the liquidation balance is not sufficient for this division, the partners shall participate in the liquidation balance in proportion to the amount of their deposits paid or made.
(3) If none of the members has a deposit obligation, the liquidation balance shall be divided equally between the partners.
§ 38
(1) The remainder of the liquidation balance shall be divided equally between the partners and the capital companies and cooperatives according to their shares.
(2) The liquidator shall pay the share of the liquidation balance without undue delay after approval of the application for the use of the liquidation balance.If the draft application of the winding-up balance is not approved, the court shall decide on its division on a proposal from the liquidation officer or partner.
(3) Where the social contract so determines, the provisions of paragraph 1; and § 37 shall not apply.
§ 39
In the event of the winding-up of a trading corporation, the partners shall be liable for its debts after its liquidation up to the amount of their share in the liquidation balance, but at least to the extent that they have guaranteed its duration.The partners will be equal to each other in the same way as the company's long-term liability. If the partners did not guarantee the company's debts, they would settle among themselves according to the proportion of their shares at the date of the company's demise.
§ 93
The court, on a proposal from the court of any person having a legal interest in this matter or on a proposal from the prosecutor, shall, if it finds that there is a serious public interest in this matter, abolish the commercial corporation and order the liquidation of it also if:
(a) has lost all business authorisations; this is not the case if it was established for the purpose of managing own property or for purposes other than business;
(b) is unable to carry out its activities for more than 1 year and thus fulfil its purpose;
(c) may not carry out its activities for insurmountable contradictions between partners; or
(d) pursues an activity which only natural persons can perform under other legislation without the assistance of such persons.
§ 94
(1) The final report on the winding-up process, the proposal for the use of the liquidation balance and the financial statements shall also be submitted by the winding-up agent to the highest authority of the trading corporation.
(2) The liquidator shall ensure that those documents are kept for a period of 10 years from the demise of the trading corporation. In the event of the disappearance of a trading corporation without liquidation, it shall ensure that such documents are kept by its legal successor.
Public commercial company
§ 95
(1) A public commercial company is a company of at least two persons participating in its business or management of its assets and guarantees its debts jointly and severally.
(2) Where a legal person is a partner, he shall exercise the common rights and obligations conferred on him by an agent to whom he may be only a natural person.
(3) The partner cannot be the one whose assets have been declared bankrupt in the last 3 years or the application to open insolvency proceedings has been rejected due to a lack of assets, or the bankruptcy has been abolished because his property is completely insufficient; whoever breaks the prohibition will not become a partner even if the company is created.
§ 113
(1) Company is deleted
(a) a partner's statement submitted no later than 6 months before the end of the accounting year, the last day of the financial year, unless the social contract provides for a different period;
(b) the date of legal power of the decision of the court abolishing the company;
(c) the death of a partner, unless the social contract permits the inheritance of a share;
(d) the disappearance of a partner of a legal person, unless the social contract permits the transfer of a share of the legal successor;
(e) the date of legal power of the decision to declare bankruptcy on the assets of any of the members or to reject the application to initiate insolvency proceedings for the absence of assets or the cancellation of bankruptcy because the partner's assets are completely insufficient;
(f) the date of the legal power of the decision approving the debt relief of one of the members;
(g) by final regulation of the enforcement of a decision to disable a partner's shareholding in a company or by the legal power of an enforcement order to disable a partner's shareholding in a company after the expiry of the period specified in the call for enforcement under the specific legislation and, where a request for termination of enforcement has been made within that period, by the legal power of the decision on this;
(h) the date on which none of the members will meet the requirements of Section 46,
(i) the exclusion of a partner pursuant to Section 115 (1), or
(j) for other reasons specified in the social contract.
(2) In the event of the cancellation of the company referred to in paragraph 1, with the exception of the reasons referred to in points (b) and (h), other partners may agree, until the final report on the liquidation process is submitted by the liquidation agent, by a change in the social contract, that the company continues to remain without a partner for which the reason for the cancellation relates. This partnership agreement may also be included in the social agreement in advance.
(3) If the company has been cancelled under paragraph 1 (h), the partners may agree on the accession of a partner which fulfils the requirements of Section 46 and that the company continues to insist.
(4) The effectiveness of the agreement referred to in paragraph 2 or 3 shall be terminated.
The Commandership Company
§ 118
(1) The company is a company in which at least one shareholder is liable for its debts on a limited basis (hereinafter referred to as the "commanditist') and at least one shareholder unlimited (hereinafter referred to as the "companist').
(2) The company includes the designation "commandity company" which can be replaced by the abbreviation "kom. spol." or "k. s." The commander whose name is mentioned in the company guarantees the company's debts as a complement. Paragraph 95 (3) shall not apply to the status of commanders unless the social contract determines otherwise.
§ 127
(1) The reason for the cancellation of the company is not
(a) a declaration of bankruptcy against the commander's property or a refusal of a motion to initiate insolvency proceedings for the lack of the commander's property or for the cancellation of the bankruptcy because the commander's property is completely insufficient;
(b) the approval of the debt relief of the Commander;
(c) notification of unsuccessful repeated auction in enforcement proceedings or execution proceedings, or, where the commander's share is not transferable, final order of enforcement of the decision of disability of the share of the commander, or the legal power of enforcement order to affect the participation of the commander after the expiry of the period specified in the notice to fulfil the obligation enforced under the special law and, where a request has been filed within that period to suspend the execution, the legal authority of the decision on the application; or
(d) the death or death of the commander.
(2) The reasons referred to in paragraph 1 shall cause the participation of the Commander in society to cease.
(3) In order to abolish a limited liability company, it is sufficient that the requirements of § 46 do not comply with any of the complementaries.
§128
(1) The participation of the commander in the company is renewed
(a) the cancellation of the bankruptcy of the commander's assets for reasons other than the completion of the schedule resolution or because his assets are completely insufficient;
(b) by final cessation of enforcement of the decision of the disability of the commander's participation in the company; or
(c) by final cessation of execution under another legislation, unless the social contract provides otherwise.
(2) If the company has already paid up the settlement interest, the commander's participation shall be renewed only if it is replaced by the company within 2 months; the participation shall be renewed at the date of its original termination.
Limited liability company
§ 132
(1) The limited liability company is a company whose debts are guaranteed jointly and severally up to the amount at which they did not fulfil their deposit obligations according to the state of the commercial register at the time when the creditor was asked to perform.
(2) The company contains the designation "limited liability company" which may be replaced by the abbreviation "pol. s r.o." or "s.r.o."
§ 241
(1) The agreement of the shareholders to abolish the company takes the form of a authentic instrument.
(2) The associate may also claim the cancellation of the company in court for reasons and under the conditions laid down by the social contract.
§ 242
(1) Where tribal leaves have been issued, the right to payment of the share of the liquidation balance shall arise by returning the company to the liquidation notice.
(2) In the event that a member of the tribal leaves does not surrender to the liquidator's invitation, the liquidation officer shall apply the procedure in accordance with Sections 152 to 154 accordingly.
(3) The transferred tribal leaves shall be destroyed by the liquidator without delay.
Stock company
§ 243
(1) The stock company is a company whose capital is divided into a certain number of shares.
(2) The company includes the designation "share company" which can be replaced by the abbreviation "akc. spol." or "a.s."
§ 549
(1) The right to a share in the liquidation balance shall be transferable separately from the date on which the company entered into liquidation, unless the statutes provide otherwise.
(2) Where the liquidation balance is not sufficient to cover the nominal value of the shares, the part attributable to the holders of the priority shares and to the part attributable to the owners of the other shares to the extent specified by the statutes shall be divided into the part attributable to the holders of the other shares; if there are more than one type of shares whose advantage relates to the liquidation balance, the liquidation balance shall be divided into the part attributable to the holders of those shares.
(3) The part of the liquidation balance shall be divided between shareholders in proportion to the nominal value of their shares paid out.
§ 550
(1) The right to pay the share in the liquidation balance arises from the surrender of the company's shares to the liquidation agent's call.
(2) In the event that the shareholder does not surrender the share to the liquidity provider's invitation, the liquidity provider shall apply the procedure in accordance with Sections 537, 538 and 540 accordingly.
(3) The transferred shares shall be destroyed by the liquidator without delay.
§ 551
In the case of the issue of book-entry shares, the right to pay a share in the liquidation balance shall be acquired by the beneficiary on the date of the cancellation of the company's shares in the record of the book-entry securities on the basis of the liquidation order.
Cooperatives
§ 552
(1) The cooperative shall be a community of the number of persons not entered in the accounts established for the mutual support of its members or of third parties, or for the purpose of business.
(2) A cooperative has at least 3 members.
(3) The company includes the designation "cooperative."
§ 727
(1) The housing cooperative can only be established in order to ensure the housing needs of its members.
(2) The housing cooperative can manage houses with apartments and non-residential premises owned by other persons.
(3) The housing cooperative may, under the conditions laid down in this law, carry out other activities unless such activities endanger the satisfaction of its members' residential needs and have only an additional or secondary character in relation to the activities referred to in paragraphs 1 and 2.
§ 756
(1) The share of the member in the winding-up balance shall be equal to the obligation to deposit the Member State. The share of the liquidation balance shall be paid in cash. If the rights of all members cannot be fully satisfied, they shall be satisfied in proportion.
(2) If, following the satisfaction of the rights of all members in the share of the liquidation balance, any funds remain undistributed, they shall be distributed equally among the members, unless the statutes provide otherwise.
§ 757
The court may cancel the housing cooperative without a proposal and order its liquidation also if the housing cooperative
(a) seriously infringes the provisions of this Act on the management of its property; or
(b) operates an activity contrary to Section 727.
Act on Public Registers No. 304/2013 Coll..
§ 30
Fact recorded in the Federal Register of the Foreign Branch Association
The Federal Register shall be entered in the register of the foreign subsidiary association
(f) cancellation of a foreign association or foreign subsidiary, appointment, identification data; and the authorisation of the liquidator and the termination of the liquidation a foreign association or a foreign subsidiary association,
§ 49
A foreign person's plant and a branching plant shall be entered in the Commercial Register, inter alia:
(g) cancellation of a foreign person, appointments, identification data; and the authorisation of the liquidator and the termination of the liquidation of a foreign person,
Registration of cancellation and liquidation of a legal person and other facts
§ 65
It shall also be entered in the public register.
(a) the date of the declaration by the legal person for the invalid or cancellation date of the legal person, each with an indication of the legal reason;
(b) entry into liquidation, the name and address of the place of residence or, where applicable, the residence, if different from the address of the place of residence, of the liquidation officer; if the debtor is a legal person, also the name and address of the place of residence, or, where applicable, the residence, if different from the address of the place of residence, the person representing him in the performance of his duties;
(c) opening insolvency proceedings;
(d) the limitation of the debtor's right to dispose of property in accordance with the decision of the insolvency court;
(e) a declaration of bankruptcy;
(f) the name and registered office of the insolvency administrator;
(g) authorisation of reorganisation and approval of the reorganisation plan,
(h) the decision of the court on the enforcement of the decision of the disability of a partner in a company or the enforcement order on the involvement of a partner in a company, as well as the decision of the court to terminate the enforcement of that decision or the decision to terminate the execution or to communicate that the execution has ended otherwise than by a suspension, including the reason for the decision,
(i) a decision by the court on the enforcement order by selling the plant or part of it or an enforcement order for the sale of the plant or part of it, as well as a decision by the court on the cessation of the execution of the decision or a decision on the cessation of execution or a statement that the execution has ended otherwise than by stopping it, including the reason for the decision,
(j) termination of liquidation; and
(k) legal basis for the deletion of a legal person.
§ 66
The collection of documents shall include, inter alia:
(b) decisions on the choice or appointment, appeal or proof of any other termination of the duties of persons who are members of the statutory body; liquidator,the insolvency administrator or the head of a branch plant, or who, as a legally regulated authority or as its members, are entitled to bind or represent a legal person before a court, or participate in the proceedings or control of a legal person, the decision of the court to exclude a member of the statutory body from the exercise of office under the law governing the legal situation of companies and cooperatives and the decision to guarantee a member of the body in the bankruptcy of a commercial corporation under the law governing the legal situation of companies and cooperatives,
(d) the decision to revoke the legal person, the decision to revoke the decision to revoke the legal person, the decision to convert a legal person, the decision to revoke a decision to transform a legal person,judgment of the court on the invalidity of a legal person and final report on the course of liquidation
§ 82
1) Where, for a legal person annulled by a decision of a court or other public authority, a court or other public authority has applied for cancellation from the public register by a liquidation officer appointed by a court or other public authority and where part of such a proposal is a declaration by the winding-up officer that he has successfully examined the possibility to exercise the invalidity or ineffectiveness of the legal action of a legal person and that the property of that person is not sufficient to cover the costs of insolvency proceedings, the court shall make a record on the basis of that proposal. Provisions § 78 not applicable.
§ 78
(1) The procedure shall be initiated on application. If agreement is to be reached between the registration of facts and the actual situation, the procedure may be initiated without a proposal.
(2) The withdrawal of the application for registration is not effective unless it is a registration of a fact the effectiveness or validity of which occurs under another law by registration
(2) The court shall not make the minutes referred to in paragraph 1 if, at the time of the decision on the request for deletion, insolvency proceedings are pending in which the insolvency or imminent bankruptcy of an entrepreneur is resolved, or if, in the course of the proceedings on that application, the facts which question the authenticity of the declaration of the debtor contained in that proposal have been established.
§ 108
The notary shall be registered at the request of the person empowered to submit the application for registration if:
(a) the recorded facts have the basis in the notary entry for registration in a public register or in a notary entry for a decision by a legal entity drawn up pursuant to another law (hereinafter referred to as "the background notary entry'),
(b) the background notary record contains a notary's statement that the content of the legal act is in accordance with the law and with the founding act of the legal person, or that the formalities or legal acts to which the legal person or its authority is obliged have been completed; or
(c) notaries have been submitted all documents required by this or other law for registration in a public register or for establishment in a collection of documents.
§ 109
Where certain legal acts are to be carried out only after the decision of the legal person's authority or after any other legal act in respect of which the background notarial record is made, the notary shall only make a entry in the public register if they are certified by a notary record of the certificate for entry in the public register drawn up in accordance with the law governing the status of the notary and its activities (hereinafter referred to as the notary record of the certificate).
§ 110
Entry into the public register shall be made by a notary who has written a background notary entry. Where registration in a public register is to be made by a notary on the basis of more than one background notary record, or also on the basis of a notary record of the certificate, the notary shall only record if it has written all such notary minutes.