1. Participation in lectures - 50%
Time & Location
Thursday10-12 a.m.
Grading – criteria
Participation in lectures - 50%
Presentations
Discussion
Test - three types – 50%
Two questions private int. law and two questions commercial law
Four questions private international law
Four questions commercial law

2. Concept, Main Principles Regulation of Business Relations
New codification of Czech private law
Civil Code (Act No. 89/2012 Coll.)
Act on Commercial Corporations (Act. 90/2012 Coll.)
Act on Private International Law (Act 91/2012 Coll.)
The codes took effect on January 1, 2014

3. Civil Code - main general source of Czech private law
Basic structure of Civil Code
General principles of private law
Participants in private law relations (individuals, legal entities), legal positions and rights of these participants
Objects of private law relations (things)
Legal acts and their validity, legal facts (time, statute of limitation)
Family law
Ownership and related issues (rights in rem including security interests), succession laws
Obligations (law of contracts, liability for damage, unjust enrichment, unfair competition)

4. Civil Code applicable to full extent to commercial relations including
legal position of participants to commercial relations (entrepreneurs, companies, cooperatives)
protection against unfair competition
commercial obligations (contracts, liability for breach of obligations)
Specifics of business relations included in special laws of private and public laws nature

5. Act on Business Corporations
Regulates specifics of establishment, structure and existence of business corporations as a special law in relation to Civil Code
EU Law
EU law became part of the Czech body of law following the accession of the Czech Republic to the European Union
Treaties and Regulations are directly applicable. Directives dealing with commercial relations have been mostly implemented into Czech national legislation even before accession of the Czech Republic to the EU

6. Specific laws protecting economic competition, laws on capital markets
Antitrust regulation – Act No. 143/2001 Coll., on Protection of Economic Competition
Capital markets – Act No. 256/2004 Coll., on Business Activities within Capital Markets
The course
Will cover certain general aspects of business relations
Will mainly focus on Czech corporate law and special business contracts
Will address Czech legislation and relevant aspects of EU law

7. Entrepreneurs – Term, Legal Position
Regulation of business relations - law of professionals (entrepreneurs)
Entrepreneur is a person (entity) professionally engaged in a business activity
Business activity is
a continuous activity
carried out by an entrepreneur independently
in his own name at his own account (responsibility)
for the purpose of gaining profit
Professionally engaged means:
the business activity is carried out on the basis of authorization granted in accordance with specific public laws. The most often authorization is a trade authorization / trade license

8. Legal entities – corporations, foundations
Entrepreneurs
individuals
legal entities
Legal entities – corporations, foundations
Main features of legal entities
defined organizational structure
own assets
ability to make decisions
legally accepted objects of activity
ability to gain rights and assume obligations granted by law

9. Main forms of entrepreneurs
business (commercial) companies – legal entities
sole entrepreneurs - individuals
Distinguishing features of entrepreneurs
seat (registered office) / place od doing business
trade name

10. Legal entities - seat (registered address)
point of contact
Real seat v. registered (statutory) seat of legal entity
real seat – address of headquarters, main administration and governance
registered seat – address registered in public registers
Each entrepreneur – legal entity must register in commercial register its seat as of its incorporation
Everybody can rely on the real seat of the legal entity
Good faith in the registered seat is protected

11. Entrepreneur – individual
has to register his/her place of doing business in commercial register
Trade name
name under which entrepreneur is obligated to do business
has to be registered in commercial register
Trade name of entrepreneur – individual
his/her name, if name changed the original name can be used but chage must be registered

12. Trade name of entrepreneur – legal entity
name under which entity is registered in commercial register and addendum designating its legal form
Trade name is main distinguishing feature, therefore
must not be open to confusion with name of another entrepreneur
must not be misleading (deceitful)
Exception for corporate groupings
trade names of companies belonging to the same group may contain identical elements
however public must be able to distinguish individual members of the group

13. Transfers and other changes – impact on trade name – principle of truthfulness
Trade name can be transferred independently or together with transfer of pertinent business (transformation, sale of business)
Legal successor/heir may use trade name of predecessor only with addendum designating succession and with consent of decedent/predecessor
In case of transformation trade name is transferred to the successor if successor agrees. In case of more successors and neither of them is determined as owner of trade name, trade name is not transferred to any of them

14. Protection against unlawful use/misuse of trade name
Individual may revoke his consent to use his name by another person as a trade name for important reason, e.g. change of business activity or ownership structure of the user of his trade name
Protection against unlawful use/misuse of trade name
claim to desistance from further use of trade name and to eliminate consequences of unlawful use
claim to damages and to surrender unjust enrichment
remedies provided for protection against unfair competition – appropriate satisfaction, publication of judgment

15. Acting on Behalf of Entrepreneurs
Entrepreneurs - individuals can act
by their own acts (directly), or
through a legal representative acting on the basis of a power of attorney
Entrepreneurs – legal entities (companies) can act
Through a legal representative (agent)
Statutory body
Employees and other persons entrusted with performance of a certain activity within a company
Other persons on the basis of power of attorneys

16. Employees and other representatives
Statutory body
Corporate body authorized to all acts that founding document, law or decision of the state body did not entrust to other corporate bodies. (Section 163 of the Civil Code)
Member of statutory body may act on behalf of company in all matters
Any internal restriction of statutory body’s authority is not effective towards third persons even if published
Employees and other representatives
Employees represent legal entity to the extent appropriate to their position and tasks as known to the public – Civil Code
Similar rule specificaly for entrepreneurs in Act on Corporations

17. Acting in excess of representative's power
Different consequences depending on a type of representation
Statutory body – acts in all matters
Employees and other persons – acts binding on company unless the other party knew about excess
If the law requires consent of corporate supreme body to certain corporate legal acts and the consent is not granted the legal act is invalid – special rule for business corporations
Invalidity may be claimed within period of time set by law

18. Special General Power of Attorney – Procuration
Procurator is authorized to perform on behalf of a company all acts in law which occur in the operation of the business even though a special power of attorney might be otherwise required. (Section 450 of the Civil Code)
Procurator is authorized to act in everything what is aimed at carrying out the business

19. Right to sell or encumber real estate is not automatically included in procuration
Procuration must be registered in the Commercial Register
Any internal restriction of a procuration is not effective towards third persons
Procuration may be granted to individuals only; to one or more persons
Procuration granted to more persons – manner of acting should be determined and if not each of them acts independently

20. Leading principle - principle of publicity
Commercial Register
Public register – maintains data concerning entrepreneurs prescribed by law
Leading principle - principle of publicity
Material publicity – any entry in commercial register can be claimed against third person only after its publication (protection of reliance in good faith on published data)
Formal publicity – commercial register is available to anybody, any entry must be published

21. Commercial register is maintained by courts
Czech legislation implemented Directive 2003/58/EC as regards disclosure requirements in respect of certain types of companies
Any entry is effective towards third persons upon its publication
In case of discrepancy between entered and published data the published data cannot be used against third person but this person may rely on the published data unless the registered entity proves that the third person knew the content of data provided for entry in the commercial register

22. Entities entered into commercial register
The entries into commercial register must be supplied in electronic form
Commercial register is available in electronic form and accessible by electronic means
Entities entered into commercial register
business companies
foreign entrepreneurs
individuals upon request (except for special professions required by law)
entities required by special laws

23. Facts to be registered are prescribed by law
Main identification data concerning entrepreneur – trade name, seat, legal form, statutory body
Data relating to important events and changes in entrepreneur’s structure and business – registered capital and its changes, termination of a company, changes in statutes or founding documents
Main purpose of commercial register – to secure transparency and equal position of parties to business relations