Carers for Limited Liability Companies. As Well

Judikát - právní

Ruling of the Supreme Court of the Czech Republic No 29 Cdo 3899/2015 of 20 April, 2016.

The Supreme Court recently heard a case dealing with a possibility of a carer appointment being given by a limited liability company in accordance with Article 165 Section 1 of the Civil Code, as amended, if the company in question has no executive director of if a position of one of the executives has been cancelled and the remaining executives are, due to this fact, not capable of performing their duties and the general meeting of the shareholders did not succeed in electing the replacement and a proposition of a new one was not made by court or this proposition was not satisfied in due time in accordance with Section 198, Article 1 of the Business Companies and Cooperatives Act, as amended.

The Supreme Court has ruled that the above procedure is acceptable, especially with respect to Section 198, Article 3 of the Business Companies and Cooperatives Act, as amended, if a dissolution of the company and its forced liquidation does not appear to be the most propitious of solutions.

As the Supreme Court notified, however, the appointment of a carer is merely a temporary solution, which may only last for a period of time before new executive directors are selected by the general meeting of the shareholders. The general meeting may be summoned without unnecessary delays, or it may be organised by the carer themselves, whose function ceases to exists (without any further intervention of the court) by the act of selection of new executives.