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Informatie volmacht Tsjechie Tschechisches Handelsregister Czech proxy - new Civil Code                  

Information regarding proxies (power of attorney) for use in the Czech Republic

Since January 1st 2014 legislation regarding power of attorney for legal acts has changed, due to changes in the Czech Civil Code. This leeds to extra costs of several hundreds of euro's since for a lot of proxies now a notarial deed is required. We have found a solution in Czech international private law.

Notice:

Section 441 (2) of the new Civil Code (Act No. 89/2012 Sb.) provides that, if a special form is required for a legal act, a proxy (power of attorney) must be granted using the same form:

“........Vyžaduje-li se pro právní jednání zvláštní forma, udelí se v téže forme i plná moc.”

“........if a special form is required for a legal act, a power of attorney must be granted using the same form”

in cohesion with Czech international private law 91/2012:

§ 44 (4) Pro zachování formy plné moci postací, vyhovuje-li forma nekterému z právních rádu uvedených v odstavci 2 nebo 3 anebo právnímu rádu platnému v míste, v nemž byla plná moc vystavena.

§ 44 (4) To maintain sufficient power of attorney forms, it meets the form of any of the laws referred to in paragraph 2 or 3, or the rule of law in force in the place where the proxy was issued.

For example for the Netherlands:

According to established case law of the “Hoge Raad der Nederlanden” (e.g. HR February 25, 1987 , NJ 1987 , 657 ) a proxy may be granted formless, unless the law provides a specific prescribed form.

Dutch law has no general provision pursuant to which the procedural requirement, which applies to the legal act, is also prescribed for the proxy .

With regard to the following legal acts the proxy can be granted formless:

  • Amendment of the Memorandum and the Articles of Association;
  • Deed of incorporation;
  • Decision of the highest organ of a corporation regarding the liquidation of that company;
  • Decision regarding a transfer of shares, when authorization by the highest body is required, and
  • decision regarding the allowance of a “contribution in kind” or the possibility of a settlement of a claim in cash in respect to the companies claim regarding the funding obligations of the shareholder.
The most common exceptions to the rule that a proxy may be granted formless, are the establishment of a right of mortgage (Article 3:260 paragraph 3 BW), and entering into a prenuptial agreement (Article 1:115 paragraph 2 BW) .

You can always contact me with a question whether or not a special power of attorney form is prescribed according to Dutch law.

Of course we are also available for other issues or questions:
info@hartmanova.eu

 






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