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New regulation for documenting certain facts entered in Commercial Register

Following the new regulation concerning mergers and other transformations effective 1 July 2008, an amendment was passed to Decree 250/2005, Coll. on Binding Forms for Filing Applications for Entry into Commercial Register. The major change is a new detailed regulation of mandatory annexes documenting facts entered into the Commercial Register in case of transformations of commercial companies, cooperatives and European cooperatives.

The new provisions have created more transparent legal regulation by specifying the list of deeds and documents that must be attached to applications for entry; this list is broken down by individual types of transformations (domestic or cross-border mergers, split up, transfer of assets to a participant, change of the business name), the type of entity and other potential facts.

Squeeze out

In case of squeeze out of minority shareholders, it is now necessary to attach a document to the application for entry into the Commercial Register that demonstrates the major shareholder provided the bank or security trader with the amount necessary for payment of consideration.

Submission of trade authorization no longer necessary

The amended decree also responds to the establishment of the Trade Register and significantly restricts the administrative requirements hitherto; the Register Court itself verifies the existence of the relevant trade authorizations - for example in case of the entrepreneur’s first entry into the Commercial Register or a change in the subject of business. The obligation to document the authorization for business activities now only applies to where such facts cannot be ascertained from the public administration information systems, such as registers, lists or public records.

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