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Interview of KSB Partner Jan Dědič in Hospodářské noviny

Jan Dědič, KSB partner and member of the Recodification Commission preparing the act on commercial companies and cooperatives, gave an interview to the daily financial newspaper Hospodářské noviny on changes to the law of commercial companies in connection with the recodification of private law that is being prepared.

Hospodářské noviny: What do you consider as the greatest change that the new act on commercial companies for entrepreneurs will bring?

Jan Dědič: The basic idea is that the state should interfere as little as possible with private-law relations and above all respect the will of the parties. For example many provisions of the Commercial Code giving rise to invalidity on grounds of lacking approvals of the General Meeting shall be replaced by other mechanisms. In the absence of an expert opinion, the concept that the parties should pay the difference in performance up to the amount of the expert opinion is preferred. I think this is a logical approach, why should this sort of agreement be invalid.

Hospodářské noviny: The reduction of the registered capital of private limited companies to one crown has been a widely discussed topic. Could this mean a weakening of the guarantee function of registered capital?

Jan Dědič: Practice has shown that the amount of registered capital is simply a number on which nobody can rely. A number of European countries discovered that registered capital does not serve as a form of protection for creditors. Such countries include Great Britain, France and Germany. However, we cannot accept it in the case of public limited companies, where it is prohibited by a directive setting forth the minimum amount of registered capital. We have chosen the way where third parties shall be obliged to fulfill or guarantee for a company’s liabilities rather than through a peculiar system of registered capital that does not protect anybody. The emphasis nowadays is rather on substance and responsibility.

The whole interview can be downloaded here (in Czech only)

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