The liability of divided companies for the obligations of acquiring or newly incorporated companies under division by separation has given rise to controversy and debate within the legal doctrine in Poland. The legislation in force before March 1, 2019, did not provide the creditors of dividing companies with much protection. Since March 1, 2019, under … Continue Reading
Under Czech law, can a statutory body member of a Czech company escape from the risk of his/her liability, if a certain action (e.g. entering into a contract on behalf of the company) is approved by GM or the sole shareholder in advance? Directors of Czech limited liability companies and members of boards of directors … Continue Reading
Like any other major change of legislation, the recodification of Czech private law in 2014 has raised a long list of interpretation issues. At the end of August 2018, the High Court in Prague outlined (since the decision has not yet been confirmed by the Supreme Court) an interpretation with respect to one of the … Continue Reading
One of the greatest conceptual changes and innovations of the currently effective new Civil Code (Act V of 2013 on the Civil Code) was the permissive regulation of the corporate rules, which is more flexible than the former binding approach. Members and founders of a legal entity can now – in the deed of association … Continue Reading
One of the many questions asked by our clients is: “Does Polish law recognise the concept of ‘piercing the corporate veil?’” Is it possible to disregard the separate legal personality of a company or corporation and make shareholders liable for the debts of the company? This question has been asked since the introduction of the … Continue Reading
The Slovak Ministry of Justice was very busy last year, and the recent amendment to the Commercial Code introduces a number of provisions that are aimed at fixing local malpractice related to mergers and liquidation of companies, use of “straw men” as executives and the impact of bad decisions of shareholders on the local affiliates. … Continue Reading
As of 1 January 2018, Hungary’s new communication platform is now in use. It is a concept similar to the electronic communication platform that has been widely available to private individuals for some time. The purpose of both platforms is to enable users to communicate efficiently with the central and local governments online. While private individuals … Continue Reading
As of January 1, 2018, those who are obliged to file a petition for declaration of bankruptcy of a company will face stricter liability in Slovakia, which could even result in their disqualification to sit on boards of Slovak companies.… Continue Reading
Are you already a board member or executive of a Slovak company or about to become one? If so, you should know about the proposed amendment to the Slovak Commercial Code. The amendment aims to address the so-called “white horses” and “tunneling (asset stripping)” of the companies. The amendment should come into force on 1 January 2018. As … Continue Reading
As of June 2017, the business registers of all EU Member States are now interconnected. The system – called BRIS (Business Registers Interconnection System) – is a joint effort of the EU governments and the European Commission. According to the information provided in the European e-Justice portal, which provides access to the BRIS to individual … Continue Reading
Recently, the Ministry of Justice of the Slovak Republic (the “Ministry”) published a draft of amendment to the Slovak Commercial Code (the “Draft Amendment”) for public consultation. The Draft Amendment contains numerous substantial changes which we will discuss in series of separate blog posts. This post will look at the provisions relating to capital funds … Continue Reading
The Central Government Portal The creation of the Central Government Portal (CGP) has signaled the beginning of the digitalization of Slovakia. The CGP is an information system designed to provide users with official electronic communication with public authorities and with centralized and unified access to information resources through a single entry point. Over the course … Continue Reading
An amendment of the Czech Insolvency Act was published in the Collection of Laws on 3 March 2017 and becomes effective on 1 July 2017. It brings important changes for personal bankruptcies, as well as regulation of corporate insolvencies. Two issues that might be of interest to corporations, regulation of forum shopping and prohibition of … Continue Reading
In this Article, I will share with you some legal insights regarding investment in the Czech Republic and summarize important points characterizing legal environment here in 2017. If you are thinking about investing in the Czech Republic you will need to consider a wide range of factors from technical to tax. It is likely that … Continue Reading
Large companies in the Czech Republic will have to comply with new corporate and social responsibility obligations. First, starting January 14, 2017, employees in joint-stock companies with more than 500 employees in an employment relationship will have the right to elect and recall at least one-third of members of the supervisory board, unless articles of … Continue Reading
There are several standard legal entities through which a person may do business in Hungary. The most common and popular ones are (i) a limited liability company and (ii) a joint stock company. The most common legal entity in Hungary is a limited liability company, mainly due to lower administrative burdens. Joint stock companies are … Continue Reading
