Neplatnost založení právnických osob

Mgr. Jan Žáček

Master's thesis

Non-validity of legal entity formation

Abstract:

Neplatnost založení právnických osob

Abstract:

Summary The task of my diploma thesis was to focus on the problematics of the legal entities and answer the question if its possible to applicate the general adjustment of the invalidity of founding of trading companies, that is set up in Czech Commercial code , to the other types of legal entities. Entrance of the Czech republic to the European union, and from this fact resulting duty to harmonize the Czech law with law of the European union (so called aquis communautaire), brought some new institutes to the Czech legal system and new questions rising at the case of application these institute on real social relations. One of the problems, that fetch the duty of implementation The first direction of Counsel from 9.March 1968, to the our legal system was assumed by novelette of the Czech business law, that were published under no.370/2001 Sb. The subject of this diploma work is the problem of invalidity of legal entities, which is modified in my opinion not very enough. Its necessary to remind, that the conception of invalidity is, in conventional legal doctrine given to the connection just with the legal problematics of invalidity of legal acts. In touch with legal entities was the conception fetch by, as already aforesaid, implementation of articles no. 10 - 12 of The first direction. The essential problem is, whether it is possible to apply provisions of business law concerning invalidity of a company and cooperative on the other types of legal entities contemporary with non existing common adjustment institute of legal entities. The Novelette of Commercial Code No. 370/2000 Sb. canceled with european right concurrent, and from that reason in plenty criticised adjustment brought into Commercial Code by novelette No. 142/1996 Sb., which had according to legislative intent correlate our adjustment with european, however rather fetch law obscurity from the point of view of its practical application and Czech adjustment made more complicated. This infelicity situation remedied legislator novelette c.501/2001 Sb., when was second-hand adjustment directly from the First direction. Is therefore necessary, and this diploma work propose to take to parts contemporary enactment, when the necessity is to go out of historical development in law, concerning legal entities, dealing with contemporary adjustment in aquis communautaire and outline advancement in context with the preparations of a new civil code, if need by the development of the commercial law to the future. Law distinguishes natural person, that is a man in legal sense, who is coming-out from the real biological and social existence. On the other hand, legal entities are mere law construction, which respond to real needs of social life given to common concern in over law moorage and definite integration constituted by law. It means, that legal entities express social politics of natural person or transplantation of quality of natural person on a new formation, which in his real existence these characteristics hasn't. Isn't then immediate reflection of his real existence. The Development of this legal institution was solved variously in history of continental Europe and neither today after the considerable unification of legal regulations took place in European union are not all questions satisfactory answered. Is therefore necessary to target the contemporary development in this area, when in Czech legal system is situation yet complicated, appearance to the development of the construction of legal entities in the second half of 20. century, when classical legal entities even for a short time disappeared from the Czechoslovak legal system and were preserved only in, today already nullified, Code of international trade. There are some attempts to return to the time of the so called First republic in perception of the legal entities, which often mismatch the Communitary law. The pressure to the solving of the problem of legal entities requires the uniform conception of legal

Abstract:

entities in legal system of the Czech republic, that would be in harmony with aquis communautaire. As I have mentioned before the common adjustment of legal entities doesnt exist in Civil code, which contents an enumeration of legal entities. The Commercial code refers just about the conception of trading companies and cooperatives and reasons of their invalidity. The main argument to solve the problem of invalidity of legal entities is that legal entities are not existing just in commercial sphere (not only for entrepreneurial subject), but they are taking part in the live of whole society. Thats one of the themes that are solved in the proposal of new Civil code, which will bring the common adjustment of legal entities in general. Although the problem of invalidity of legal entities is very interesting, the subject of it is unfortunately so far of the interest of renown legal experts. I think the theme belongs to the problems, that would deserve deeper analysing. This work would have been one of the small contributions to solve the problem.

Keywords

Neplatnost, založení, právnických, osob

Language used: Czech

Date on which the thesis was submitted / produced: 10. 4. 2006

Thesis defence

• Date of defence: 11. 5. 2006
• Supervisor: prof. JUDr. Jan Hurdík, DrSc.

Masaryk University

Faculty of Law

Master programme / field:
Law and Legal Science / Law