Archive – Corporate (2025)

The ruling issued in April addresses a significant issue related to Commercial Register proceedings and the mechanism of ‘applications filed in advance’. The decision in question (Case No. 27 Cdo 1847/2024) concerned an application for the entry of changes in the Commercial Register, specifically se

What are the rights and obligations of shareholders? What is the best way to incorporate them in the constitutional document or the shareholders’ agreement?

For the month of March, we highlight a judgment (Case No. 27 Cdo 459/2024) concerning the statute of limitations for unjust enrichment claims. While the conclusions of this judgment are not entirely novel, they are significant for practical application and intersect with the frequently discussed top

What is a shareholders' agreement and how does it differ from a constitutional document? What essential elements and form should the shareholders' agreement have? What should it contain to cover all important aspects of cooperation among shareholders?

In February's judgment (Case No. 27 Cdo 1236/2024), we delve into the abuse of a right concerning the termination of a non-compete clause. The case specifically examined the relationship between a board member and a joint-stock company, governed by an agreement on the performance of office. Under th

Starting a business involves significant pitfalls, one of which is properly setting up the memorandum of association. What should it contain so that it is drafted well from the very beginning, and comprises everything it needs and at the same time prevents conflicts and disagreements between the sha

In terms of corporate case law, 2025 begins with a decision (file no. 27 Cdo 3120/2023) that deals with the effectiveness of an agreement to transfer a share in a Czech limited liability company (s.r.o.). Although the present decision is more relevant from the perspective of an attorney-at-law, it i

We close the 2024 digest with a notable decision by the Supreme Court (Case No. 27 Cdo 1246/2024), addressing the approval of remuneration for a member of a governing body. The case addressed a service agreement (including remuneration) of a managing director – at the same time the majority sharehol

At the end of November, the Czech Supreme Court further elaborated on its existing opinion as to how specific and precise a company’s scope of business must be, particularly as regards the frequent entry “production, trade and services not listed in Annexes 1 to 3 to the Trade Act.”