The register court’s calls for rectification may lead to the dissolution of a company with liquidation

9. 11. 2018

In its decision File No. 27 Cdo 1135/2017 of 28 February 2018, the Supreme Court of the Czech Republic addressed the question of whether it is possible to change a decision to dissolve a company with liquidation made by the registration court for statutory reasons (i.e. it was not a voluntary dissolution of the company).

The Supreme Court ruled in this decision that the  decision to dissolve a legal entity with liquidation may only be changed if such a decision was adopted by the entity’s members or its competent body, i.e. only in the case of a so-called voluntary dissolution of a legal entity with liquidation.

Unless laid down otherwise in a special act, any change (annulment) of the court’s decision to dissolve a legal entity with liquidation is only possible based on standard or extraordinary remedial measures, but these are absent in the current legislation.

Therefore, companies should ensure that any rectification called for by the register court (e.g. a wrong number of executives registered in the Commercial Register) be conducted to avoid the negative consequences in the form of irrevocable dissolution of the company.

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