20/4/2020
The Senate of the Parliament of the Czech Republic approved a government bill called Lex COVID, which aims to mitigate the effects of the coronavirus epidemic, inter alia, in the area of the functioning of legal entities and corporations. As a result of restrictions on free movement and a ban on assembly, it is practically impossible to organize meetings of bodies of legal persons. However, some matters cannot be postponed by legal entities, and that is why the government has proposed a number of measures which allow the limited functioning of a legal person's body.
Newly, the decision-making of the bodies of the legal entity will be made possible using technical means or by correspondence (so-called per rollam decision-making) for the period of effectiveness of extraordinary government measures, even when such a possibility of decision making is not regulated in the founding legal act.
Lex COVID also provides special measures in relation to members of an elected body of legal persons, when the term of office of a member of an elected body of a legal entity is extended in the event that his term of office expires during the term of emergency government measures as a result of COVID-19, within 3 months from the day following the end of the emergency measures. This shall also apply if the term of office expires within one month of the day following the end of the emergency measures. However, if a member of the elected body disagrees with such an extension of his term of office, he shall deliver his disagreement before the expiry of his term of office to the legal person and the term of office is thus not extended.
In the event that the number of members of the elected body of a legal person does not fall below half, the body may appoint substitute members, i.e. co-opt, until the next meeting of the body authorized to elect or appoint members, even if it is not expressly allowed in the founding legal act. The decision shall require the consent of all existing members of the elected body of a legal person, unless the founding act provides otherwise.
The bill also envisages an extension of the deadline for convening the general meeting of the capital company and the members' meeting of the cooperative in order to discuss the ordinary financial statements. The deadline for the discussion of the ordinary financial statements of a limited liability company, joint stock company or cooperative shall not expire earlier than 3 months after the end of the emergency measures, but not later than 31 December 2020.
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