Table of Contents
GENERAL CHANGES IN COMPANY LAW IN THE NEW PTK
Act V of 2013 on the Civil Code entered into force on March 15, 2014. The new regulation underwent significant changes in terms of both its structure and content. From a structural point of view, it is of outstanding importance that the coercive provisions on business companies regulated by a separate law (Act IV of 2006 on business companies) are included in the new Civil Code. came under the scope. The independent provisions relating to individual economic companies are in the new Civil Code. They were regulated in his Third Book. The general rules for legal entities have been significantly expanded, so when applying the legal provisions, not only the relevant provisions of the given business company must be taken into account, but also the general rules for legal entities.
DISPOSITIVITY
Among the common rules governing legal entities, the new Civil Code. one of its most essential new elements is that the regulation on legal entities is dispositive. The dispositive regulation means that individuals are free to decide on the creation of a legal entity, they can establish the organization and operating rules of the legal entity themselves, i.e. they are given a high degree of freedom in that the new Civil Code. deviate from its provisions. However, in the following cases, despite the dispositive regulation, it is not possible to deviate from the new Civil Code. from the rules applicable to legal entities: a) if the deviation is found in the new Civil Code prohibits; or b) the deviation clearly violates the rights of the legal entity’s creditors, employees or the minority of members; or c) the discrepancy hinders the enforcement of supervision over the legal operation of legal entities.
TRANSITIONAL PROVISIONS
The new Civil Code CLXXVII of 2013 on transitional and authorizing provisions related to its entry into force. Act provides transitional provisions for adapting to the new legal environment. Among other things, it stipulates that the new Penal Code. companies already established at the time of entry into force of the new Civil Code decide on their continued operation at the same time as amending the first founding document after its entry into force, and submit the supreme organizational decision to the company court. This is necessary so that the companies can give some kind of feedback that they are familiar with the new Penal Code. provisions applicable to them, and accordingly undertake to ensure that their activities comply with legal provisions. In the case of limited liability companies, the deadline for submitting the declaration cannot be later than March 15, 2016, after which the founding document of the limited liability company cannot contain the new Civil Code. a provision inconsistent with its provisions. The companies can submit the above-mentioned decision regarding their continued operation and amend their articles of incorporation in accordance with the new Civil Code without paying fees and publication costs, provided that the amendment of the accompanying articles of incorporation is only in accordance with the new Civil Code. adjustment to the provisions of the new Civil Code contains modifications due to the application of its derogating rules.
