Company Law: Articles

The 10% and 20% limits when a joint-stock or limited liability company acquires its own shares, the financial assistance ban, frozen rights, disposal periods and the Capital Markets Board regime.

Requirements for contributing real estate, receivables, trademark, and software rights as capital in kind; expert valuation, registration, objections, and liability rules.

The plan, report, double majority, registration, old debts and shareholders’ litigation rights in a conversion from a limited company to a joint-stock company. Conditions and time limits for a change of company type.

Liability of a limited liability company shareholder, a manager and a joint-stock company board member for SGK debt: term of office, share transfers and distinctions in personal enforcement.

Pledge and usufruct over shares in limited and joint-stock companies: notary, approval, delivery, MKK records, voting rights and the time limits for realizing the security.

Who is bound by the non-compete rule in joint-stock and limited liability companies? Review permission, exclusion from voting, the right to sue, limitation periods and post-term agreements.

How is a company share attached for a partner’s personal debt? Share types in limited and joint-stock companies, sale periods, and the company’s response and rejection rights.

What can shareholders do if the company general assembly is not convened? The power to call, minority rights, deadlines and court applications in joint-stock and limited liability companies.

Shareholders' rights of inspection, exit payment, equalization and annulment in company mergers and demergers, with special majorities, time limits for bringing an action and recent decisions.

The effect of unauthorized company signatures, joint signature rules, internal directives and registry entries; later ratification, personal liability, lawsuits and means of proof.

Voting arrangements, tag-along, exit and the consequences of breach in a shareholders’ agreement; form, contractual penalties and legal remedies in joint-stock and limited liability companies.

How is a loan made by a shareholder to the company recovered? The shareholders' current account, the line between capital and loans, the six-week period, limitation, mediation and collection routes.

Unpaid share capital in joint-stock and limited companies: the payment call, the one-month forfeiture notice, interest, damages, collection and the shareholder’s defenses.

Learn the requirements for a share transfer in a limited liability company: notary, general assembly approval, the three-month period, registration, non-payment of the price and liability for past debts.

Voting, dividend and board-representation rights of privileged shares; the special board's call, quorums, deadlines for actions, and the different rules for limited liability companies.

What happens if a controlling company causes its dependent company a loss? TTK 202, equalization, shareholder and creditor actions, full control, time limits and evidence.

Tax liability of the shareholder, the board of directors and the statutory representative of a joint-stock company; delegation of authority, term of office and an action against a personal payment order.

Learn the requirements for transferring shares in a joint-stock company: registered and bearer certificates, company approval, real value, the share register, ETDS and notification to the MKK.

How are decision-making, management and representation distinguished in a simple partnership? Unauthorized acts, objection, just cause, accounting and removal of authority.

Receivables and debts found after liquidation, release, res judicata, the statute of limitations and a paying partner’s right of recourse are examined separately.