scholarly journals Mandatory and Default Regulation in the Slovak Commercial Law

2020 ◽  
Vol 4 (1) ◽  
Author(s):  
Barbora Grabličková ◽  
Mária Patakyová
Keyword(s):  
Opposite Direction ◽  
Slovak Republic ◽  
Civil Code ◽  
Contextual Analysis ◽  
Detailed Knowledge ◽  
Private Law ◽  
Commercial Law ◽  
Legal Form ◽  
Commercial Code ◽  
A Company

The aim of this contribution is to provide the reader with an understanding of the concept of mandatory and default regulation within the Slovak commercial law. Private law regulation is in the Slovak Republic quite specific, as the Commercial Code covers not only companies (and cooperatives), but contractual aspects of the commercial law as well, which interferes with the contractual regulation stipulated in the Civil Code and causes duality. The Commercial Code and the Civil Code differently regulates the matter of mandatory and default regulation and therefore we found it crucial to provide the reader, who (most likely) does not have a detailed knowledge about these specificities in the Slovak law, with a more theoretical and descriptive introduction. Such an introduction is crucial in order to understand the following contextual analysis of the issue of mandatory and default regulation in the Slovak commercial law. However, the main aim of this contribution is to tackle the specific angles of the topic, in concrete, a possible judicial interference into the mandatory and default regulation of the commercial law and its impact on this concept. Moreover, the authors address the matter of possible avoidance of mandatory regulation in the commercial law through the contract on the sale of an enterprise and shareholders’ agreements, which are uniquely regulated in the Commercial Code. Moreover, the contribution addresses a hypothesis, that despite the need for simplification of the commercial law, the latest amendments of the Commercial Code goes opposite direction by introducing new mandatory provisions into the code, due to the abuse of a company as a legal form.

scholarly journals Selected Ways of Acquiring Securities in the Conditions of the Slovak Republic

2018 ◽  
Vol 66 (6) ◽  
pp. 1589-1599
Author(s):  
Tomáš Peráček ◽  
Boris Mucha ◽  
Patricia Brestovanská ◽  
Jana Kajanová
Keyword(s):  
Financial Management ◽  
Slovak Republic ◽  
Legal Regulation ◽  
Civil Code ◽  
Practical Application ◽  
Commercial Law ◽  
Professional Literature ◽  
The Czech Republic ◽  
Securities Law ◽  
Commercial Code

One of the basic tools of the capital market are securities. Under the currently valid and effective legislation, ownership of securities can be acquired through three types of scrambling contracts. It is a contract for the purchase of securities, a contract for the donation of securities and a contract for the loan of a security. These contract types are primarily regulated in the Securities Act as the “lex specialis” of securities law, with subsequent reference to the legal regulation contained in the Civil Code and the Commercial Code. The authors are focused on a donation of securities lending of securities, which are used in practice only a little, or even at all. For this reason, no attention is paid to them either by legal theorists. The authors, through scientific and doctrinal interpretation, examine the selected provisions of the Securities Act, the Civil Code and the Commercial Code relating to the issues of these agreements. Through professional literature and court decisions, they are looking for answers to practical application problems. Last but not least, they compare legal regulations in Slovakia and the Czech Republic and point to the differences. The study of the selected issues related to the acquisition of securities in the conditions of the Slovak Republic represents the main objective of this contribution, which affects also the area of economics or financial management. Priority, however, is in the area of financial law with significant transitions to civil and commercial law.

scholarly journals Limited liability company according to the new Act on commercial corporations

2013 ◽  
Vol 61 (7) ◽  
pp. 2685-2691
Author(s):  
Eva Daniela Růžičková
Keyword(s):  
Limited Liability ◽  
Complete Information ◽  
Civil Code ◽  
Private Law ◽  
Limited Liability Company ◽  
Legal Form ◽  
Current Form ◽  
Legal Norms ◽  
Commercial Code ◽  
International Private Law

Act No. 90/2012 Coll., on commercial corporations, is one of the legal norms which arose in connection to the re-codification of the Private law. Along with the new Civil Code and Act on International private law, it brings about fundamental changes in the field of the regulation of commercial companies. It is an act which partially replaced the current Act No. 513/1991 Coll., Commercial Code. Its content predominantly consists of the regulation of commercial companies and cooperatives, while other relations regarding commercial relations will be covered by the new Civil code. The Chamber of Deputies approved the bill on 16th December and the Act should take effect on 1st January 2014.Since the new legislative norm brings as well many changes in the field of regulations of the limited liability company, which is currently the most used company form, the purpose of this article is to provide complete information about prepared changes in this field, while focusing on risks related to these changes for the limited liability company. According to a hypothesis determined by Pearson chi-quadrate, it should prove to the readers whether or not the changes in the field of the limited liability company will have, as a consequence, the transformation of the legal form used by persons conducting business based on the Trade Act. Further, it will be researched whether these changes will have an impact on the current form for business conduct.

scholarly journals The Current State of Recodification Works of Slovak Private Law and Its Perspectives

2021 ◽  
Vol 2 (1) ◽  
pp. 83-92
Author(s):  
Denisa Dulaková Jakúbeková
Keyword(s):  
Slovak Republic ◽  
Civil Law ◽  
Legal Regulation ◽  
Civil Code ◽  
Time Constraints ◽  
Private Law ◽  
The Public ◽  
Current State ◽  
Commercial Code ◽  
The Given

The article discusses the current state of the ongoing process of private law recodification in the Slovak Republic. Despite the efforts promised by every new government, to this day, none of them have achieved a recodification of civil law that would ultimately result in unambiguous treatment of, in particular, the so-called questions of values, nor have any of them seen through the creation of a codex, which has long been required. The need for recodification first became apparent even before the November 1989 Revolution. The focus of the expert public post-revolution was on filling the legal vacuum that came about through the abolition of the Economic Code and the Code of International Trade and on substituting them with a new and equivalent legal regulation. Due to time constraints and the urgent need for a solution to the given situation, the country failed to adopt a single universal regulation for private law; instead, the so-called major amendment of the previous Civil Code was adopted. This state has since prevailed; thus, Slovakia’s legal system is still subject to a Civil Code from 1964, amended on several occasions, as well as the Commercial Code from 1991. This is despite the numerous attempts to recodify private law, the last attempt having been introduced to the public at the end of 2018. The form of this reform was, however, surprising. Slovakia saw a change in governments in 2020, and the new government has, to date, declared other priorities in the domain of justice. It is, therefore, difficult to say whether the new government will adopt the ambition to recodify private law and, if so, to what extent it will succeed in completing this goal.

scholarly journals Legal Person Subject to Civil Law

2021 ◽  
Vol 9 (1) ◽  
pp. 13-23
Author(s):  
Cristian Macsim
Keyword(s):  
Present Article ◽  
Civil Law ◽  
Civil Code ◽  
Legal Person ◽  
Private Law ◽  
Wide Scope ◽  
Commercial Law ◽  
International Regulations ◽  
Constituent Elements

The legal person, now a distinct institution in its own right, regulated as such in the Romanian Civil Code, is the result of a long process of modernisation of Romanian legislation, but also of its harmonisation with international regulations which unanimously recognise the legal person as a subject of law. The notion of legal person was born in private law and has been and is used in all branches of law. Legal persons are distinct subjects in civil law or commercial law legal relationships. The legal person is a subject of law with a wide scope in the legal circuit. Commercial companies, autonomous companies, companies, are participants as legal persons in private law relationships. Legal persons are the entities provided for by law, as well as any other legally-established organisations which, although not declared by law to be legal persons, fulfill all the conditions provided for by the Civil Code and the relevant legislation. The present article aims to present the specific rules for the establishment and functioning of a legal person, as well as issues related to classifications and constituent elements, and to their liability for legal acts or deeds performed.

scholarly journals A Brief Assessment of the Main Commercial Contracts under the New Romanian Civil Code

2020 ◽  
Vol 20 (2) ◽  
pp. 274-289
Author(s):  
Dan Velicu
Keyword(s):  
European Union ◽  
Civil Code ◽  
Private Law ◽  
Legal Systems ◽  
The European Union ◽  
Short Article ◽  
Brief Assessment ◽  
Commercial Code ◽  
New Institutions ◽  
General Regulation

Summary From 2011 Romania has a new Civil Code. Although the government’s initiative was to unify the private law according to the model of the Italian Civil Code of 1942 by repealing the Commercial Code of 1887, the new Civil Code only succeeded in putting together civil rules and commercial rules, the latter being relocated from the former Commercial Code. Obviously, an exhaustive analysis of the new Civil Code is impossible in the frame of a short article. That’s why the author of this study tries to evaluate the new Civil Code regulation by focusing on the main commercial contracts. Some general civil rules that are traditionally applied for centuries in most of the European continental legal systems (e.g. ownership concept, warranty for defects, the buyer’s duty to pay the price etc) will be premeditatedly neglected or just shortly approached. The commercial contracts are very important in the field of the international commercial relations – even between the borders of the European Union –, when in many cases the parties agree that the national law will govern the contract. The goal of the study is to offer a brief commentary on the new institutions together with a comparative presentation of the general regulation of the main commercial agreements.

scholarly journals The Problem of Determining the Law Applicable to Damageable Act in the High Seas Pursuant to the Jordanian International Private Law

2019 ◽  
Vol 12 (1) ◽  
pp. 11
Author(s):  
Khaldoun Said Saleh Qtaishat
Keyword(s):  
Present Article ◽  
International Community ◽  
Civil Code ◽  
Private Law ◽  
Commercial Law ◽  
International Private Law ◽  
The Law ◽  
The Way ◽  
High Seas

In the present article, the author examines one of the most important issues related to the international private law. This issue is how to determine the law applicable to damageable act in the high seas according to the Jordanian international private law. This problem is represented in the way of how the Jordanian legislator, in general, deals with the law applicable to the damageable act in the Jordanian civil code without dealing with the problem of identifying the law applicable to the damageable act in the high seas, which leads the author to ask and answer about how to determine the law applicable to this damageable act. The jurisprudence of the international private law pays great deal of attention to the problem of the law applicable to damageable act on the high seas, where many opinions try to solve it. The international community also takes notice of this problem as well as the result of this attention the emergence of the Brussels maritime Collision Convention in 1910. It is worth mentioning that Jordanian legislator has addressed the issue of maritime collision in the Jordanian maritime commercial law which contains numerous provisions that match perfectly with the provisions of the Brussels Collision Convention in 1910.

scholarly journals The Need to Remove the Civil Code from Mexican Commercial Laws: The Case of “Offers” and “Firm Promises”

2017 ◽  
Vol 1 (19) ◽  
pp. 21
Author(s):  
Raúl Iturralde González
Keyword(s):  
Civil Code ◽  
Commercial Law ◽  
Porfirio Diaz ◽  
Commercial Code ◽  
The Law ◽  
Further Development

In 1889, then Mexican President Porfirio Díaz enacted the Mexican Commercial Code that is still in force today. This code was inspired on the Napoleonic code of 1807. Unfortunately, the Mexican code eliminated the use of commercial customs and practices as an accepted method for breaching gaps in commercial law. Since then, Mexican commercial law has held the civil code as the basis for dealing with gaps and loopholes in the application of commercial law. This has prevented the further development of Mexican commercial law as it is forced to use institutions and doctrines that were not designed to deal with rapidly changing commercial issues. Mexican commercial law would benefit from the reincorporation of commercial customs and practices as a basis to fill in the gaps in the law.

Restrictions on the principle of economic freedom on the example of legal regulations regarding the granting of permits to partnerships

2021 ◽  
Vol 2(24) ◽  
pp. 389-402
Author(s):  
Anna Wojtkowiak
Keyword(s):  
Economic Activity ◽  
Economic Freedom ◽  
Business Activity ◽  
Legal Regulations ◽  
Commercial Law ◽  
Legal Form ◽  
Civil Partnership ◽  
The Status ◽  
Additional Costs ◽  
A Company

One of the forms of limiting the principle of economic freedom in the Polish legal system is the prohibition of entrepreneurs from pursuing economic activity in certain areas without a permit. The authorizing authority grants the permit to the entrepreneur who meets the conditions required by law. If a permit is required to conduct business activity by civil partnerships, the permit is issued to individual partners of that partnership, and not to the civil partnership itself, because the legislator does not grant the status of an entrepreneur to civil partnerships. This means that in a situation where we have, for example, five partners in a civil partnership, each of them must apply for a permit and bear the costs of its issuance, which in fact will be additional costs incurred for running a business in this organizational and legal form. Therefore, it can be assumed that the legislator treats civil partnerships worse than partnerships under commercial law, for which it is enough to run a business if they have one permit issued for a company.

scholarly journals Commercial name in the draft of the Civil Code

2012 ◽  
Vol 60 (2) ◽  
pp. 271-278 ◽  
Author(s):  
Jarmila Pokorná ◽  
Eva Večerková
Keyword(s):  
Civil Law ◽  
Legal Regulation ◽  
Civil Code ◽  
Legal Regulations ◽  
Legal Form ◽  
Natural Person ◽  
Injured Person ◽  
Commercial Code ◽  
Draft Bill ◽  
General Regulation

Name of the firm is by the Commercial Code name of the entrepreneur registered in commercial register. The effective legal regulation distinguishs between the name of natural person (its first name and surname) and the name of company (its name and obligatory addition declaring its legal form). The name is not allowed to be deceptive and mistakable. It can be transfered only together with an enterprise. If the name is unwarrantedly interferented the injured person can require an unwarranted user to forbear his behaviour and to eliminate the defective state. He can also demand delivery of an unwarranted enrichment, adequate satisfaction and damages.Reform of civil law transposes the regulation of name of the firm to Civil Code, but maintains some principles of existing legal regulations: the name is a designation for entrepreneurs registered in commercial register, it is not allowed to be deceptive and mistakable. However the draft bill of the Civil Code brings change in some elements of the regulation: natural person does not need to use obligatory name and surname, right to use the name by its transition on a new user is regulated in more detail and more detailed is also the regulation of using the names of natural persons in names of companies.By way of contrast possibility of transfer of the name is not explicitly solved. It may be used the general regulation about transfer of the thing. Existing interpretative problems become this way deeper.

scholarly journals New in the Czech Civil Code – Rules on Family Enterprise

2020 ◽  
Vol 14 (2) ◽  
pp. 137-152
Author(s):  
Karel Marek ◽  
Martin Janků
Keyword(s):  
Family Business ◽  
First Generation ◽  
Civil Law ◽  
Legal Regulation ◽  
Civil Code ◽  
Commercial Law ◽  
The Czech Republic ◽  
Family Enterprise ◽  
Commercial Code ◽  
The Family

For more than two decades the family business enterprises of the first generation (generation of founders) are more and more dominating in the category of today’s Small and Medium-sized Enterprises in the Czech Republic. The necessary legal background defining the legal relationships and rights of all participating persons was, however, limited to general provisions in the Commercial Code that hasn’t solved many of the problems associated thereto. Only in 2012 the new Czech Civil Code, Act. No 89/2012 Coll., introduced the institute of family enterprise as completely new term in the Czech Civil law. The present paper aims to analyse the key rules of this new legal regulation, focusing on significant aspects of the institute in the context of commercial law and family law, as well as to highlight the potential weaknesses in the regulation itself.

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