General remarks on the partner’s contribution obligation after the Corporation Act 2021 Amendment

Jurisprudence 5/2020 Section: Articles Page: 25-35

Keywords: contribution obligation, monetary deposit, non-monetary deposit, formation of a company, limited liability company, joint-stock company, increase of registered capital

Abstract: The Corporation Act 2021 Amendment (Act No. 33/2020 Coll.) amended, inter alia, certain provisions of the Corporations Act concerning the contribution obligation. This article is focused on some partial interpretation issues related to the assumption of this obligation, namely including (i) the difference between the contribution obligation and the obligation to pay the issue price, where this ambiguity has not been completely removed by this amendment, (ii) a new exception from the obligation of the founder of a limited liability company to pay the issue price to a company’s special bank account, (iii) persistent uncertainty about the effective date of incorporation of a joint-stock company, (iv) new obligations in respect to non-monetary contributions when increasing the share capital of a joint-stock company, and further (v) categorizing of the methods of increasing the share capital by subscribing new shares after this amendment. This article is limited to capital companies.

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