Glossary

Akcie na majitele (držitele, doručitele) je cenný papír potvrzující, že jeho majitel vložil určitý majetek - kapitál - do akciové společnosti.

Držitel je pro společnost anonymní. V zaknihované podobě se převádějí smlouvou a registrací podle Zákona o cenných papírech. V listinné podobě stačí jen …

A document that informs on the company performance during the fiscal year.

The company's annual report provides information on its financial situation, business activities and financial results for the past financial year. Annual reports are required from the companies that have to submit their …

Access to Registers of Economic Subjects / Entities

An information system allowing a retrieval of information on economic entities registered in the Czech Republic. This system intermediates a display of data from particular registers of the state administration (called source registers) in whic…

All banking transactions and financial services of banks, including account balances and deposits are covered by banking secrecy.

Banking secrecy is the obligation on banks to maintain confidentiality of the above matters, if the client does not give consent to their disclosure. The law stipulat…

A security which does not bear the name of the holder.

For these securities, a change in holder is possible by simple handover of the security or through a transfer in accordance with the Securities Act. The advantage is the ease of trading on secondary markets. Bearer shares are always freely t…

Systematic activities carried out by an entrepreneur independently, in his own name and on his own responsibility for profit.

• independence - the entrepreneur himself makes business decisions, is not subject to command of anyone else, is in no relationship of subordination, is not personally…

Participation of a partner in a company and the resulting rights and duties.

1. Quantitative page - partner's share, can be defined in general
2. Qualitative - rights and duties associated with the share, different for each company

• property ri…

Listinný cenný papír, na němž je jméno první oprávněné osoby typicky uvedeno v textu listiny a práva spojená s ním, pokud jsou převoditelná, lze převádět pouze smlouvou o postoupení práv (cesí) a předáním listiny (nikoliv rubopisem).

The Central Credit Register (CCR) is an information system that pools information on the credit commitments of individual entrepreneurs and legal entities, and facilitates the efficient exchange of this information between CCR participants.

CCR participants are all the banks and branches of fore…

Share in the form of a document.

Share certificate is a security and should be protected against counterfeiting. Share certificate must also include the serial number and the signature of a member or members of the Board who are authorized to act on behalf of the company to the issue date. The d…

Commercial Register is a public list containing the statutory information concerning the business or organizational units of the companies for which it is required by law.

Commercial Register is kept by a court appointed by special law (commercial court).

Commercial Register is a public list …

The company registered office is the address of any company registered as a company seat in the Commercial Register.

In case of change of the company registered office, the change is effective only from the date of the entry in the Commercial Register.

Concern arises as a formal grouping of autonomous entities, some of which are in spite of their legal personality subordinate to another subject so that the group acts as a centralized entity comprising a single organization and unity of management.

Concern is defined by Commercial Code § 66a, p…

Community of non-restricted number of people.

The cooperative is a community of non-restricted number of people which was founded for the purpose of securing business or social, economic or other needs of its members. (eg housing association, credit union).

The CNB is the central bank of the Czech Republic 

…

Tax identification number of the taxpayer.

DIČ is a tax payer identification. Tax number consists of two letters identifying the country code and tax number. In the Czech Republic, the country code is CZ and the rest is identification number of a legal entity. DIČ indicates the identity of the t…

The part of the profits of a joint stock company which is distributed among shareholders at the decision of the General Meeting.

For shareholders, it constitutes their income from the holding of shares. The amount of the dividend is determined by the General Meeting and expressed as an amount pe…

We can distinguish several ways of division of companies:

1) the formation of new companies - a company ceases to exist, its assets are transferred to the acquiring company and its shareholders become shareholders of the successor company (A canceled> formation of B and C) only the cancelled …

Euro interbank offered rate.

The rate at which a prime bank is willing to lend funds in euro to another prime bank. The EURIBOR is calculated daily for interbank deposits with a maturity of one week and one to 12 months as the average of the daily offer rates of a representative panel of prime b…

European joint stock company.

SE is a joint stock company incorporated under the laws of the European Union. The legal regime for this company is multi-layered and resources come from the Regulation on the Statute of the company articles of association or the laws of a Member State. Methods of e…

Based on the Council Regulation No 2137/85 establishing a European Economic Interest Grouping (EEIG). It is effective from 1 July 1989, with the exception of Articles 39, 41 and 42 which entered into force as from the entry into force of the Regulation. In the Czech Republic effective from 1 May 20…

Europen cooperative is the youngest trans-national form of business. The Europen cooperative in many respects follows the European society, which brings the concept of classical company. The mandatory requirement of European co-operative company is the appendix "SCE".

The basic principle of SCE …

The firm is the name under which the company is incorporated and which therefore must be used in your business.

The term firm is commonly used as a synonym for the term enterprise or business company, although it may not always be the same (a physical person can possess a firm, if it is register…

Mergers or fusions of companies (OS).

Legal effects of mergers occur on the date of entry into the Commercial Registry (OR).

• …

The General Meeting is the highest authorityof a Ltd. The

General Meeting decides in particular on conceptual issues and controls the other authorities. The shareholders exercise through the General Meeting their right to participate in governance of the Ltd. The General Meeting is the body of a…

The power of attorney, which applies to all legal acts.

The interest is the monetary reward for lending money. The lender, who may temporarily lack some amount of money, lends this money to the debtor. In other words, a lender makes a loan to the debtor. To the agreed period, the loan amount - called the principal – must be returned along with the incre…

The interest rate in the general scale of speech means the cost of money. The interest rate therefore represents a percent of the increase in the amount borrowed for a period of time. The interest rate determines how much of the principal must the debtor pay to the lender for pre-contractually stip…

An investment company is a legal entity whose scope of business is the collective investment.

Collective investment of and investment company is based on:

The investment c…

A legal person whose scope of business is the collective investment.

Fund based on the same principles as a joint stock company, in the Czech Republic a fund collecting finances by issuing shares. Obtained finances are used to purchase securities, real estate, chattels, or save them to a special…

Jurisdiction (from the Latin words jus = law, dictio = statement) is an exercise of judicial or other authority over legal matters, or definition of who falls within its scope and girth.

Under Czech law, in determining which courts hear and decide a particular thing, the terms judicial or offici…

The London Interbank Offered Rate is the average interest rate estimated by leading banks in London that they would be charged if borrowing from other banks.

The simplest type of capital company.

It can have from 1 to 50 members. The minimum share capital is CZK 200,000, each shareholder may participate only by one deposit at minimum amount of CZK 20.000, - (10% of capital).

Shareholders are liable jointly and severally for the liabilities of the …

A company in which one or more partners liable for the obligations of the limited partnership to the amount of their unpaid contribution (limited partners) and one or more warrants their property (general partners).

…

A document founding the business company.

In case of one founder the memorandum is replaced by the founder's deed.

A mutual fund is a collection of assets that belong to all owners of mutual fund shares, the shareholders, in proportion to shares owned.

Finances to the mutual fund are collected by an investment company. Mutual fund share is a security that represents a shareholder's share in the assets of a m…

The person to whom it is delegated management of offshore companies usually for the purpose of increasing anonymity and privacy.

The service of nominee director - an authorized agent - means providing of a person who performs legal acts for the company pursuant the instructions of the shareholde…

Nominee services are provided mainly for reasons of anonymity and privacy.

The principle of nominee services is to provide credible, respectable and trusted persons into the statutory and supervisory bodies. For a limited liability company a managing director is provided, for joint stock compani…

Nominee shareholder or authorized, silent shareholder is the person in charge of the real owner of shares.

Nominee shareholder is a credible, proven person who contractually agrees that he gives up all shareholder rights and declares that he will only act in accordance with the instructions of r…

Cenný papír nahrazující dočasně akcii.

Cenný papír nahrazující akcii tehdy, když společnost zvyšovala základní kapitál upsáním nových akcií, upisovatel zcela splatil emisní kurs všech akcií, které upsal, ale zvýšení základního kapitálu ještě nebylo zapsáno do OR.

1) The power of attorney is an unilateral act (usually in the form of a declaratory instrument), by which principal (represented) gives note to third parties that the authorized (representative) is authorized to act for him in particular matter.

2) The agreement, which is concluded between the p…

1) The power of attorney is an unilateral act (usually in the form of a declaratory instrument), by which principal (represented) gives note to third parties that the authorized (representative) is authorized to act for him in particular matter.

2) The agreement, which is concluded between the p…

Prague Interbank Bid Rate shall mean the reference interest rate on the interbank deposit market calculated (fixed) by the calculation agent for the Czech Forex Club from the quotations of reference banks for the purchase of deposits (bid).

Founding and 

Prague Interbank Offered Rate shall mean the reference interest rate on the interbank deposit market calculated (fixed) by the calculation agent for the Czech Forex Club from the quotations of reference banks for the sale of deposits (offer).

A person who is granted power of attorney.

A person who is granted power of attorney.

A security bearing the name of the beneficiary.

Registered shares are issued in the name of a specific legal or natural persons. A type of security with regard to transferability. A registered security bears the name of the beneficiary. Transfer takes place through cession and the issuer must be…

A security stating that the owner put a capital to the joint-stock company.

A security which gives shareholders the right to participate in the management of a joint stock company, in its profits and in the liquidation balance upon the dissolution of the company, and the pre-emptive right to new…

A shareholder is a person who participates in the share capital as and may exercise shareholder rights.

The shareholder of the company is the owner of shares to which are attached rights of the shareholder. According to its share of the total number of shares may be minority or majority. Greater…

Závazek převádět zisk může být sjednán jak v ovládací smlouvě, tak i samostatně – právním nástrojem je smlouva o převodu zisku - § 190a. Ovládaná osoba má z této smlouvy povinnost převádět zisk ovládající osobě, osoba ovládající má povinnost vyrovnat se každoročně s mimo stojícími společníky. Toto …

Dokument, kterým zakladatelé zakládají obchodní společnost.

V případě jediného zakladatele společenskou smlouvu nahrazuje zakladatelská listina.

Tento institut umožňuje převzetí vkladů pro obchodní společnost (OS) ještě před jejím vznikem.

Správcem vkladů může být buď některý ze zakladatelů (uvedeno v zakladatelském dokumentu) nebo banka (ta přijímá pouze peněžité vklady na základě smlouvy z bankou)

Povinnosti správce

• vyžadovat …

The statutory body constituted by persons authorized to act on behalf of the legal person.

The statutory authority may be one person (for example, managing director of a limited company) or the team, such as the Board of joint stock companies or cooperatives.

Legal entity authorized to organize at a designated location at a specified time and through authorized persons demand and supply of registered securities, investment instruments that are not securities, respectively other capital market instruments, to the extent permitted by § 2 of the Securities…

The supervisory authority with supervisory powers.

Collective body, its membership is at least 3 and to be divisible by three of its elected chairman. Supervisory Board is incompatible with membership of the Board clerk or a person authorized to act on behalf of and Members are elected for a ter…

Competitive valuable facts in running a business that are unknown to other competitors and entrepreneurs.

Trade secret is information of business, production or technical nature related to businesses that have actual or at least potential tangible or intangible value, which is not generally know…

Trading company is a private association of persons who join together for the purpose of business.

It is a legal person established for business purposes, ie for the purpose of continuing business activity in their own names and on their own responsibility for profit.

Change of the legal form of the company.

Change from Ltd. to JCS and the like. The company does not cease nor its assets are transferred, but there is a change in the internal legal relations and legal status of its partners. Effects of changes occur on the date of incorporation in Commercial Re…

Company Headquarters located at the virtual office.

The company seat is the address registered as a company seat in the Commercial Register.

Every company must have a seat but not always it is convenient or necessary to have a registered office at its own premises. For this reason, the servic…

Souhrn hodnot vkládaných do obchodní společnosti za účelem nabytí či zvýšení účasti v této společnosti.

Vklad může být:

• peněžitý
• nepeněžitý - je…