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Amending the Articles of Association Abstract This diploma thesis deals with the issue of amending the articles of association of a limited liability company. The aim of the diploma thesis is to map out and analyse the various ways in which the articles of association can be changed. In the case of the decision-making of the general meeting, the goal is to analyse the rules that apply to the decision-making process of the highest body of a limited liability company in the event of an amendment to the articles of association, and what the possible consequences of non-compliance with these rules are. The aim is also to identify the decisions of the general meeting to which the rules for amending the articles of association apply, especially in cases where the general meeting of a company decides against amending the articles of association directly. In order to fulfil the set goal, the diploma thesis is divided into three chapters. The first chapter briefly deals with the articles of association as the founding document of a limited liability company. It describes its content, the form in which it must be taken, as well as the consequences of non-compliance with the rules set by law. The second chapter discusses the various ways the articles of association can be amended. Specifically, amending the articles...

Freedom of contract and its limitations in incorporating juridical acts of capital companies Abstract The thesis on subject of Freedom of contract and its limitations in incorporating juridical acts of capital companies s is divided into two parts, general and special part. General part of this thesis focuses mainly on general limitations of freedom of contract in contract law. Freedom of contract is one of the primary principles of private law. Generally, the manifestation of freedom of contract on the constitutional level is the principle that allows to deviate from a statute with a juridical act unless it is forbidden by law. This core rule of freedom of contract in private law is stated in the provision sec. 1 (2) of Civil Code: "Unless expressly prohibited by a statute, persons can stipulate rights and duties by way of exclusion from a statute". In this provision we can also find the main limitations of freedom of contract: explicit prohibition in a statute, prohibition of stipulations contrary to good morals, public order or the law concerning the status of persons, including the right to protection of personality rights. Due to the main principles of private law (the principle of the autonomy of will and freedom of contract) private legal rules are generally considered to be directory. The legislator...

By-Laws of a Joint-Stock Company Abstract The diploma thesis on the topic of By-Laws of a Joint-Stock Company aims to summarize and analyze in detail all the existing theoretical knowledge and legislation relating to the by-laws of the joint stock company and then apply this knowledge in practice in the analysis of specific by-laws. The work is divided into five chapters. The first chapter deals with the legal nature of the by-laws, their interpretation, their form including issues of non-compliance, issues of conflict with the law and its consequences, and obligations regarding the publication of by-laws and obligations arising from special acts. The second chapter deals with issues of amendments to the by-laws. All possibilities of amending the by-laws are discussed, whether they result from the will of the shareholders or are the result of some other legal facts. Attention is also paid to the effectiveness of the amendments to the by-laws and a one-time breakthrough into them. The third chapter discusses the requirements of the company's by-laws. The individual mandatory requirements arising from the Civil Code and the Business Corporations Act are described in separate subsections. There is also a treatise on optional requirements. Some specific optional requirements are discussed in the by-laws of the...

Příspěvek nabízí stručné pojednání o nalézání legitimity definiční autority skrze teorii společenské smlouvy aplikovaném na prostředí technologie blockchain. Po úvodním shrnutí historického vývoje tohoto zásadního teoretického konceptu je pozornost zaměřena na limity, které mu jsou vystavovány v prostředí kyberprostoru. Následně je zmíněna role definičních autorit a jejich význam v tomto kontextu. Pozornost se pak již přesouvá na technologii blockchain, jakožto možný inovativní legitimační model vhodně kombinující požadavek na implicitní podporu většiny s potřebou výkonu autoritativní moci skrze mechanismus s reálným dosahem na dané prostředí. Po rozboru systému vytváření důvěry, změny definičních norem a organizaci podílu na autoritativním výkonu moci v rámci této platformy je však formulován názor, že tato nová technologie, sice přenáší problém legitimity na novou úroveň, ale v jeho vlastní podstatě jej neřeší. The contribution provides a short treatise on search for legitimacy of the definition authority through the theory of social contract applied on the environmentof the blockchain technology. Pursuant to the introductory summary of the historical evolution of this crucial theoretical concept is the attention focused on limits, which are for it created in the cyberspace environment. Next is mentioned the role of definition authorities and their significance in this context. Focus is afterwards shifted to the blockchain technology, as a potential innovative legitimacy model, which amply combines the requirement of implicit support by the majority with the need for exercise of authoritative power through a mechanism with a real impact on the given environment. Based on an analysis of the system of creating trust, changing definition norms and organisation of the share on authoritative exercise of power within this platform, an opinion is formulated that this new technology may on one hand transfer the issue of legitimacy to a new level; however it does not solve it in its own nature.

Partnership The purpose of this rigorosum thesis is to offer a comprehensive view of partnership as a purely contractual arrangement which allow its members to cooperate in order to advance their mutual interests. Partnership is thus analyzed not only as a concept regulated by positive law but also from the historical and theoretical point of view. The thesis is composed of an introduction, three main chapters and a conclusion. The first chapter outlines the historical foundations of partnership. From the community of brothers running the family estate after the death of their father (consortium) partnership evolved into a consensual contract of the classical Roman law which was used mainly for commercial purposes (societas quaestus). In the middle ages, partnership was further developed into compagnia, which substantially enhanced the maritime business operations in Italian city states. In the 19th century, Roman-law partnership was "re-invented" by large codifications of private law, of which the most important in the Czech lands was the General Civil Code from 1811. Finally, this chapter analyzes in detail the troubled history of partnership under the communist regime and its rise after the socio-economic conditions changed in 1989. The second chapter deals with the theoretical aspects of...

Článek je reakcí na ohlasy, jež následovaly po uveřejnění autorova článku „Soumrak moderního státu“ v časopise Právník v lednu 2013. Nadto je jeho doplněním zaměřeným zejména na vazbu kategorie svobody a společenské soudržnosti, jako základu existence státu. Klade otázku, zdali mohou nebýt základní společenské hodnoty a ideály a tedy i koncept svobody transcendentní? Odpověď moderny zní: ano. Počínaje Tomášem Hobbesem, přes Jeana Jacquese Rousseaua a Immanuela Kanta až po Johna Rawlse vertikálu transcendence nahradila horizontála společenské smlouvy. Avšak Hume, y Gasset, nakonec i Sieyes, Kelsen či Marcic formulují nutnost normativního základu společenské smlouvy. Není-li již po Hobbesovi tímto základem náboženství, co by jím mělo být? Ty základní, ty nejzákladnější, každou civilizaci formující ideje, nepřináší ale ani vědci, ani filosofové, koneckonců ani vládcové, přináší je proroci či patriarchové. Žádné ale kolem nás není vidět... The article is a reaction to the reception of the author‘s article entitled „Soumrak moderního státu“ (The Dawn of the Modern State) that was published in the Právník magazine in January 2013. It further complements the original article by focusing, in particular, on the relationship between the category of freedom and social coherence as the foundations for the existence of a state. It presents a question whether the fundamental social values or ideals and thus the concept of freedom need not be transcendent. The answer of the modernists is yes. For Thomas Hobbes, Jean Jacques Rousseau, Immanuel Kant, and John Rawls vertical transcendence is replaced by the horizontal social contract. Hume, y Gasset or even Sieyes, Kelsen or Marcic, on the other hand, formulate the need for a social contract to have a normative basis. Is religion no longer such a basis in the era after Hobbes? These fundamental and quintessential ideals that form any civilization are brought neither by scientists and philosophers nor by sovereigns, they are brought by prophets or patriarchs. Yet, we do not see any around us...

The thesis analyses shareholders' agreements in limited liability and joint stock companies. In a broader sense, both the agreements concluded by shareholders outside the articles of association or bylaws and the provisions of the constitutional documents which are not attached to shares but only bind the individual shareholders can be classified as shareholders' agreements. The thesis consists of a general and a special part. The objective of the general part is to describe the legal nature, effects, usual content and practical use of shareholders' agreements. Particularly, I intend to detail the main legal issues surrounding shareholders' agreements included in the constitutional documents and to suggest the methods of coping with these problems in the legal practice. Further, I will describe the corporate advantages of the shareholders' agreements as separate legal documents as well as their limits. The objective of the specific part of this thesis is to characterize the selected types of shareholders' agreements in terms of their practical use and legal regulation. I put special emphasis on different kinds of shareholders' voting agreements.

Crime and Punishment in the Eyes of Cesare Beccaria An Analysis of an Enlightenment Penal Law Reform The Ph.D. dissertation is centred around a relatively concise, but extremely influential book: Cesare Beccaria's treatise On Crimes and Punishments (Dei delitti e delle pene). This work, first published in 1764, sums up in a clear, yet intellectually penetrating way all the main Enlightenment principles of a complex penal law reform. In its time, the book was not only of great philosophical importance and it not only changed the way western societies perceived crime and punishment, but it also served as a concrete guideline for various penal law reformers. It is therefore by no means an overstatement to say that it caused a true paradigm shift in both legal and moral philosophy. The main aim of the thesis is to give a legal-philosophical account of Beccaria's thoughts on crime and punishment, to examine their historical as well as moral background and show the actual impact they had on the legislation of many different, mainly European states. The first chapters of the dissertation are focused on Beccaria's life, his intellectual background and his formative influences (particularly the French, English and Scottish Enlightenment, the social contract theory, utilitarianism, Montesquieu's thoughts on penal...

The Establishment of limited partnership. Bachelor thesis. Brno: Mendel University, 2016. This bachelor thesis covers the topic of limited partnership formation. Theoretical part introduces and analyses current regulation and deals with description of lim-ited partnership. Practical part includes guide to forming a limited partnership by juridical and natural person.

This bachelor thesis is focused on the issue partnerships, focusing specifically limited partnership. The work contains rules partnerships. It is also shown that the exact procedure of setting up the firm with all requirements and associated costs. The outcome of evaluating the advantages and disadvantages of limited partnerships.

Title: Corporate identity of a new gentleman's fencing club Tailor's Fencing Club Goals: The goal of this thesis is to create a complete corporate identity of a new fencing club in the form of a business company. The outcome of this thesis will be used for the project of founding a new gentleman fencing club. Methods: For the solution of the thesis I used the method of document analysis, the method of a group discussion with the future realization team of the project, the method of informal interviews with the future co-owner of the club and a marketing and PR expert and the method of observation in several chosen business and sport clubs. Results: The outcome of this thesis is the creation of a complete corporate identity of a new club, including graphic designs of various chapters referring to the corporate identity, such as choosing the right name of the club together with the organization's philosophy, the creation of the logo, corporate colors, printed materials, merchandising, the interior of the club, the uniforms of the employees and the sports equipment, the design of the company's website, followed by the corporate communication and the product of the company. A next result is the formulation of the social contract of the organization. Key words: company identity, epee fencing, design...

The topic of the thesis "Formation, Incorporation and Invalidity of the Business Company" has been chosen by the author due to its permanent topicality. The goal is to analyse process of formation and incorporation of business companies according to the Czech legislation. The incorporation of new juridical person consists of two-stage process of establishment. This thesis is primarily based on the analysis of definitions of laws, expert publications and on examples of judicial decisions. It shows risk of insufficient or incorrect formulation in the Articles of Association. With the detection of serious drawbacks in founding legal action, the existing company is threatened with resolution of its invalidity. The thesis is divided into seven parts including introduction and conclusion. The second chapter, most comprehensive, deals with the essentials of form and content of Articles of Association. The part dealing with content essentials is furthermore divided into five subchapters depending on figures, which the Articles of Association must contain so that a company can be properly incorporated. The third chapter describes a process how to get an entrepreneurship authorization aimed on Trade Certificate. The fourth chapter analyses the form of power of attorney, which is required when an associate is...

In my bachelor thesis is described the procedure of foundation and formation of the limited liability company in the context of legislation changes after 2014. The target is to analyze qualities of the limited liability company in comparison of present and former legislation valid to the end of 2013. The theoretical part of my bachelor thesis deals with general procedure of foundation and formation of the limited liability company considering both legislation changes. The practical part is focused on specific foundation and formation of the limited liability company, considering duties to the public authorities. My proposals to the legislation changes (de lege ferenda) are mentioned in the end of the practical part.

Bauer N. The Establishment of limited partnership. Bachelor thesis. Brno: Mendel University, 2014. This bachelor thesis covers the topic of establishment of limited partnership. Fur-thermore, advantages and disadvantages are outlined in contrast to other types of companies. This thesis deals with analysis and description of limited partnership in the theoretical part. In the practical part it comes up with an instruction for establishment of the limited partnership and compares limited partnership with other types of business companies.

A comparison of the limited liability company with exclusive Czech ownership interest with entities of the same legal form with foreign ownership interest was the main target of the bachelor work. Analysis of the position of a limited liability company among other business entities in the Czech Republic was stated as a second target of the work. The last target given for the thesis was to analyse the legislation of this legal form in the frame of current practice of the court.

The master thesis "Comparison of the process of establishment of Private Limited Company in the Czech Republic and in Austria" deals with the main characteristics and the process of establishment of Private Limited Company in the Czech Republic and in Austria. The goal of this thesis is to compare the process of establishment in a clear way to enable the reader to understand the similarities and differences between the process of establishment in the Czech Republic and in Austria. The thesis is divided into thematic units to be synoptic, the development of legal regulation of Private Limited Company in the Czech Republic and in Austria is shortly described in the first one. The following chapters focus separately on the process of establishment in the Czech Republic and in Austria and the last chapter compares both legislations.

Bachelor thesys called "Education in J. J. Rousseau's Work" will consider with capturing innovative education principles in 18. century, mainly in work "Emil" and in autobiography "Vyznání". Basic principles of Rousseau's phylosophy and education attitude will be worked out in more detail within chapters of this thesys. After defining basic education principles by Jean-Jacques Rousseau I will in last chapter focus on comparison with education attitude of M. Montessori. Keywords: education, nature, naturalness, freedom, child, educator, society, social agreement, state, ideal

This thesis deals with the theory of social contract, specifically the concepts of the social contract of two great English philosophers of 17th century, Thomas Hobbes and John Locke. The theory of social contract is one of the most important paradigms of Western civilization, which explains the origin and functioning of the state. Thomas Hobbes and John Locke are among the first thinkers who come up with a coherent theory of social contract. The first goal is to introduce concept of the social contract of the authors. What are their assumptions? What is the situation of society before the conclusion of contract? How is the social contract concluded and how terminated? Which form of the state do they prefer and why? What is their's conception of state power? What are the rights and obligations of the citizens and sovereign in state? How were they influenced by the political situation they lived in. The second goal is a comparison of their theories. A lot of apects of their theories are similar. On the other hand many aspects are very different. The work is divided into three main sections supplemented by a brief introduction and conclusion. The first two parts deal with each one of philosophers. The third part contains the actual comparison. Thomas Hobbes and John Locke are undoubtedly ones of the most...

The work focuses on analyzing the concept of justice as fairness in the political and moral philosophy. Mapping the development of opinion on the fairness of the ancient world, which will deal mainly with access to justice in Platon and Aristoteles. Particular attention will be paid to the concept of justice in the social contract T. Hobbes, J. Locke, J. J. Rousseau and I. Kant. The core work will consist of an analysis of John Rawls's theory of justice as fairness and approach to social justice by Friedrich August von Hayek. Keywords: theory of justice, social contract, social fairness, civil society, morality

The Abstract The meaning of this dissertation thesis is to find out whether we can regard Francisco Suárez as a representative of the social-contracting theories developing in the period from 16th until 18th century. Suárez, who is more likely known for his metaphysical disputations, gives a really sophisticated formulation about the origin of the common society and the political power, where the key point is the word of the social consent. At the first time it seems that Suárez can be without difficulty considered as a modern period humanist like Thomas Hobbes, John Locke or lately Jean-Jacques Rousseau. As well as they, Suárez thinks that the independent human will has its unsubstitutable part in the origin of the political society. Nevertheless there is a large difference. While according to the mentioned humanists, the independent will is the only principle of the political power, Suárez thinks that this will is just the necessary condition meeting the human nature created by the God, that it is the true principle of the whole political power. Suarez's meaning of the social consent is then situated in the theological framework and is closely associated with the words of the nature and the transcendence. The result is that Suárez understands the state as a natural and moral organization and not as a...

of the diploma thesis Janoščík Václav The Concept of Autonomy (Conditions of modern subjectivity, of the concept of law and of historicity) Submitted thesis aims at articulation of the concept of autonomy in its complexity. At first it pursues specific contexts of the notion to arrive at its structure. At first we try to explore prospective of analytical philosophy of law to situate the concept of autonomy to the heart of the idea of law. This efforts unfolds itself by an unorthodox interpretation of natural right theory of Herbert Hart's early work. Second chapter discusses the framework of the philosophy of history, that are based on the idea of an autonomous subject. Seemingly paradoxical linkage of Heidegger's fundamental ontology and Kosík's dialectics of the particular articulates the historical function of the autonomy. Next chapter connects Kosík with Cornelius Castoriadis in the perspective of social theories. Also in their normative core we can identify our notion of autonomy. Fourth chapter follows the theory of disenchantment of the world of Marcel Gauchet. We reformulate it as a realization of the ideal of autonomous subject in order to contextualize the concept historically. Last topic of the first part is the framework of the intellectual history. Here we situate Dieter Henrich and...

This master dissertation is dedicated to the main characteristics and to the process of establishment of Private Limited Company in the Czech Republic and Germany and to the comparison of these two national legal forms. The goal of this work is to compare Czech and German Ltd. in a very clear way, so the reader can understand what the differences of this type of company in the national legal forms mentioned above are and what have on the contrary in common. The work deals also with the Czech and German Ltd. in separated chapters in order to be the comparison for the reader comprehensible. In the end of the master dissertation is expressed the author's opinion, which national legal form of this type of company is better and in what way.

The "rigorózní" thesis focuses on the evaluation of Rousseau's legacy. It is based on the confrontation of two adverse pictures of his ideas. The first image sees Rousseau as a thinker who prepared with his original concepts fertile ground for diverse undemocratic regimes and ideologies. These always declare their allegiance to the loftiest ideals but only to perpetrate the biggest crimes and to deprive people of their liberty. The second image sees in Rousseau an uncompromising critic of social injustice who saw the only possibility for redemption in liberty and equality. In this case he was one of the most important thinkers who inspired people on the road to the victory of democracy and an author whose original ideas still keep to inspire and to fascinate. I argue in favor of the second picture. Rousseau's critique of the moral crisis is based on the disunity of modern social man. This disunity stems from the incessant conflict between our natural nature and the social state. Rousseau saw the only solution in the adaptation of the original nature to the new social state. This can be achieved only through an affective bond to a political whole. Just so can man keep his liberty which represents the basic value of his existence. In society it is no more a case of absolute freedom but of conscious obedience...

The aim of this study is to analyze legitimacy of policy. Its fulfillment should emerge from detailed inquiry of the essential sense of social institutions. The work is divided into three chapters therefore. The first chapter deals with law as a basic system of order of social relations. It explains its fundamental social goal (reducing transaction costs of social action) and its influence on the development of civilization. It discusses in detail the property rights as a fundament of any real legal system - both at the legal level and economic level (i.e. how the system of property rights coordinates social activities and allocates scarce resources, how it creates the elite, and when there is a fault efficiency of this process). The second chapter deals with the social obligations which are necessary condition for preservation of law. These obligations are labeled as taxes (as opposed to tributes that basis is not in the obligation to maintain the legal system and are only ransom inherently). Particular attention is paid to the fair distribution of these obligations (tax justice) and also to the impact of taxation on the development of civilization. The last (third) chapter deals with institutional framework of society, i.e. the exercise of public power and public administration (government...

In my paper I focus on the legal dispositions of shares in Ltd and the comparisons of this adjustment in a member state of the European Union, namely the Slovak Republic. The aim of this paper is to describe and analyze the share adjustments in partnership contracts and in the trust instruments of the companies with limited liability

The thesis deals with the age of enlightment and especially the personality of Jean Jacques Rousseau. The thesis describes the characteristic of the enlightment age, main directions and their representatives, then the entire life of Jean Jacques Rousseau, his philosophical, religion and political thoughts. The main goal was the description of his pedagogical thougts and at the same time the division of upbringing according to the age of a child which goes from his book Emile: or Education. The thesis doesn´t miss the intrusion of Jean Jacques Rousseau not only to Czech lands but also to other lands of Europe such as France or England and then also the intrusion to the United States of America. The last part of this thesis is dedicated to opinions of other important personalities who evaluated Jean Jacquese Rousseau and were inspired by him.

Contemporary Social Contract Theories The thesis is intended to be an introduction into contemporary social contract theories. John Rawls' book A Theory of Justice is a seminal work in this field. The thesis, however, does focus not only on the approach adopted by Rawls, but on the theories of other authors as well - that of J. Buchanan, D. Gauthier, T. Scanlon and R. Nozick. These remain quite unknown in the Czech context. The structure of the thesis should allow for a comparison between the respective theories as the author starts with the object of the social contract, proceeds to the parties of the contract and, finally, to its content. Special attention is devoted to the game theory which models some of the typical interpersonal interactions and, using its theoretical apparatus, can illustrate problems of social cooperation - the key theme of virtually all social contract theories. Eventually, the author tries to outline the way analytic philosophy views the social contract. In its eyes, the social contract is a necessary implication of the existence of language.

The thesis describes the whole process of establishment and creation of private limited company with emphasis on practice. One of the part of thesis is statistical survey of 105 private limited companies.

The goal of these theses is a critical examination, comparison and identifying differences in legislative requirements to set up and register partnerships, small businesses and companies between Czech Republic and Germany. Because of many different legal types of various enterprises, for purposes of this study only rules for establishing limited companies have been considered, mainly from theoretical point of view. The basic question is which country has more business friendly environment, easier less demanding legal framework to establish a new enterprise and fewer financial impediments to start up a limited company. In a nut shell how much time and how expensive the whole process will be. The publicly available information in both countries has been used in my study including related legislations, Internet sources, scientific literature and journals.

Introduction; Theoretical part 1.legal regulations 2.characteristic of general partnership in Czech Republic 3.foundation and formation of a general partnership Practical part 1.creation of an imaginary company 2.proposal for certificate of incorporation 3.expected costs of creation of the company Ending procedure

It is very popular to enter a market as an entrepreneur in the Czech Republic today. A person should be knowledgeable about the Czech law and decide whether s/he intends to carry business either as a sole proprietor or as a corporation. This bachelor's work provides the information and advice how to start, when a business organization, concretely a limited partnership/Ltd., is going to be founded. There are going to be explained concrete steps that lead to a foundation and origin of a limited partnership in this work. Founders of a business organization need to form the Articles of Partnership at the beginning. They should also find suitable premises for their future corporation. The next step that is important to do is to get an entrepreneurial licence for that activity that the corporation will carry on. One of the most important steps to establish a company is to file a proposal for the incorporation of the business into the Register of Companies. When the business is registered in the Register of Companies, then it can perform its entrepreneurial activity according to the incorporation act. In case of a limited partnership/Ltd. the co-partner who is bound to a deposit duty should pay up his deposit as soon as possible after the business is incorporated. After reading the above instructions the reader may think that the establishment and origin of a company is quite easy. I hope s/he will recognize that it is necessary to be well informed about legal procedures for establishment of a business at the end of this bachelor's work. The mere existence of a company itself is not sufficient. The business must find its customers and reach its target. For that reason it is essential to create an entrepreneurial plan and a marketing strategy for a concrete company. Thus, an entrepreneur should combine the knowledge of law and economics if s/he wants to be successful in the market.

This work deals with foundation and "birth" of Limited Liability Company. At the beginning, the company is defined and characterized. Steps leading to foundation of the company are described next. The Commercial Register is then described more in detail. Some units of the process are pointed at real existing Limited Liability Company.

Bakalářská práce je zaměřena na proces založení podniku. Definuje základní pojmy týkající se podnikání, analyzuje rozhodnutí stát se podnikatelem, srovnává jednotlivé právní formy podnikání, podtrhuje důležitost zakladatelského projektu. Bakalářská práce podává podrobný návod k založení společnosti s ručením omezeným.

The Bachelor Work is aimed at the limited liability company, focused on founding of this legal form. The goal of this work is to describe the legal regulations of this capital-type company in the Czech Republic. Next goal of this work is to compare limited liability company with the single-person corporations. In the practical part, there you can find analysis of popularity of different types of companies in the South Bohemia Region.