VŠB – TECHNICAL UNIVERSITY OF OSTRAVA
FACULTY OF METALLURGY AND MATERIALS ENGINEERING
COMMERCIAL AND LABOUR LAW
Mgr. Jiří Klega
Mgr. Pavel Müller
Ostrava 2016
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Title: Commercial and labour law
Code:
Author: Mgr. Jiří Klega , lawyer
Mgr. Pavel Müller, articled clerk
Edition: first, 2016
Number of pages: 62
Academic materials for the Economics and Management of Industrial Systems study
programme at the Faculty of Metallurgy and Materials Engineering.
Proofreading has not been performed.
Execution: VŠB - Technical University of Ostrava
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STUDY INSTRUCTIONS
You have received the study materials for the combined study of the course of Commercial and
Labour Law of the 3rd semester of the follow-up master's study of the fields of study of Quality
Management and Economics and Management in Industry
PREREQUISITES
There are no prerequisites for this course.
COURSE OBJECTIVE AND LEARNING OUTCOMES
The objective of this course of the Basic Principles of Commercial and Labour Law is to provide
information on the legislation governing the commercial and labour legal relations. Students will
receive an overview of the legal regulation of these relations according to the law of the Czech
Republic, within the context of the EU and international laws, and they will also be able to
understand it.
Students will first learn the general rules of commercial law as a branch of private law, and the
sources of its legal form, followed by the most important legal institutions and the legal relationships
it defines.
AFTER STUDYING THE COURSE THE STUDENTS SHOULD BE ABLE TO:
Knowledge outputs:
• Students will be able to name and characterize the basic concepts, terms and institutes of
commercial and labour law
• Students will be able to characterize the basic obligatory and other legal relations
• Students will have a good orientation in the legislation governing the legal braches
• Students will receive a comprehensive overview of the basic principles and rules of
commercial and labour law
Skill outputs, e.g.:
• Students will be able to analyse the basic legal problems and questions
• Students will be able to use and apply the legislation
• Students will be able to explain the precepts of law in compliance with the principles of law
• Students will learn the basic contexts of the national, European and international law
THE FOLLOWING PROCEDURE IS RECOMMENDED TO STUDY EACH CHAPTER:
1. Read the chapter
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2. Study the topic of the chapter
3. Study the provisions of the relevant legal enactments associated with the chapter
4. Apply the knowledge in a concrete practical situation
METHODS OF COMMUNICATION WITH THE TEACHERS:
At the beginning of the semester, the teacher will assign the semestral project dealing with a specific
topic from the field of commercial and labour law. This project will be checked by the teacher within
14 days after its submission and the results will be sent to students by e-mail via EDISON IS. The
teacher can also set further conditions.
CONSULTATIONS WITH THE COURSE GUARANTOR OR THE LECTURER WILL TAKE PLACE:
• during common tutorials,
• individual consultations after an appointment by e-mail or phone.
Course guarantor: Mgr. Jiří Klega
Lecturers: ………………
Contacts:……………………..
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CONTENTS
1 INTRODUCTION ......................................................................... 8
1.1 The concept of commercial law ...................................................................................... 8
1.2 Sources ............................................................................................................................ 8
1.2.1 The most important formal sources ................................................................................ 8
1.2.2 Other formal sources ....................................................................................................... 9
1.2.3 Process standards governing the formal solutions of commercial disputes ................... 9
1.2.4 Acts regulating the European forms of business corporations ....................................... 9
1.2.5 International agreements ................................................................................................ 9
1.2.6 Primary and secondary EU law ........................................................................................ 9
1.2.7 The principles of private law and the principles of commercial law ............................. 10
2 ENTREPRENEURSHIP AND ENTREPRENEUR .............................. 12
2.1 Business firm ................................................................................................................. 12
2.2 Seat ................................................................................................................................ 13
2.3 Business establishment ................................................................................................. 13
2.4 Affiliate .......................................................................................................................... 13
2.5 Acting and representation of entrepreneur .................................................................. 13
2.5.1 Representation by law ................................................................................................... 13
2.5.2 Representation stipulated by a contract ....................................................................... 14
2.6 Information in business documents and on the Internet ............................................. 14
3 COMMERCIAL ACTIVITIES ........................................................ 15
3.1 Conditions of commercial activities .............................................................................. 15
3.1.1 General conditions ........................................................................................................ 15
3.1.2 Special conditions .......................................................................................................... 15
3.2 Obstacles preventing the pursuit of trade .................................................................... 16
3.3 Types of trades .............................................................................................................. 16
3.3.1 Notifiable trade ............................................................................................................. 16
3.3.2 Licensed trade ............................................................................................................... 16
3.4 The basic institutes of commercial activities................................................................. 17
3.4.1 Trade licence ................................................................................................................. 17
3.4.2 Trade Register................................................................................................................ 17
3.4.3 Responsible representative ........................................................................................... 17
3.4.4 Commercial establishment ............................................................................................ 17
3.5 Obligations of entrepreneurs ........................................................................................ 17
4 OBLIGATIONS .......................................................................... 19
4.1 Selection of the most commonly used types of contracts ............................................ 20
4.1.1 Purchase contract .......................................................................................................... 20
4.1.2 Contract of work ............................................................................................................ 20
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4.1.3 Contract of lease............................................................................................................ 20
4.1.4 Leasehold contract ........................................................................................................ 20
4.1.5 Lending contract ............................................................................................................ 20
4.1.6 Contract of mandate ..................................................................................................... 20
4.1.7 Mediation contract ........................................................................................................ 21
4.1.8 Contract with a commission agent ................................................................................ 21
4.1.9 Contract on commercial representation ....................................................................... 21
4.2 Contracts concluded with consumers ........................................................................... 21
4.2.1 Contracts concluded using a distant method or outside the commercial premises ..... 22
5 BUSINESS CORPORATION ........................................................ 23
5.1 Common basic institutes of business corporations....................................................... 23
5.1.1 Investment ..................................................................................................................... 23
5.1.2 Foundation capital ......................................................................................................... 24
5.1.3 Share .............................................................................................................................. 24
5.2 Establishment and inception of business corporation .................................................. 24
5.2.1 Foundation .................................................................................................................... 24
5.2.2 Inception ........................................................................................................................ 24
5.3 Business corporation bodies ......................................................................................... 24
5.4 Obligations of the members of business corporation bodies ....................................... 25
5.4.1 Due managerial care and diligence ............................................................................... 25
5.4.2 Personal liability of the members during bankruptcy ................................................... 25
5.4.3 Dissolution and termination of business corporation ................................................... 26
5.4.4 Dissolution of business corporation .............................................................................. 26
5.4.5 Liquidation ..................................................................................................................... 26
5.4.6 Termination of business corporation ............................................................................ 27
5.5 Personal companies....................................................................................................... 27
5.5.1 General commercial partnership ................................................................................... 27
5.5.2 Limited partnership ....................................................................................................... 28
5.6 Capital companies ......................................................................................................... 28
5.6.1 Limited liability company .............................................................................................. 28
5.6.2 Joint stock company ...................................................................................................... 29
5.7 Cooperative ................................................................................................................... 30
5.8 European forms of business corporations .................................................................... 30
5.8.1 European joint stock company ...................................................................................... 30
5.8.2 The European Economic Interest Grouping .................................................................. 31
5.8.3 European Cooperative Society ...................................................................................... 31
5.9 Register of companies ................................................................................................... 31
6 INSOLVENCY PROCEEDINGS ..................................................... 34
6.1 Bankruptcy ..................................................................................................................... 34
6.2 Ways of insolvency solution .......................................................................................... 35
7 THE TERM AND DEFINITION OF LABOUR LAW .......................... 37
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7.1 Subject of labour law ..................................................................................................... 37
8 POSITION OF LABOUR LAW IN THE LEGAL SYSTEM, THE SOURCES OF LAW ........................................................................................ 40
8.1 Labour law in the system of law .................................................................................... 40
8.1.1 Relationship of labour and civil law ............................................................................... 40
8.1.2 The international element in labour law ....................................................................... 40
8.1.3 European (community) labour law ................................................................................ 41
8.2 Sources of labour law .................................................................................................... 41
8.2.1 Rules of the Constitution ............................................................................................... 41
8.2.2 Labour regulations ......................................................................................................... 41
8.2.3 International conventions ............................................................................................. 41
9 BASIC PRINCIPLES OF LABOUR LAW ......................................... 43
10 LABOUR RELATIONS AND THEIR ELEMENTS ............................. 45
10.1 Individual labour relations ......................................................................................... 45
10.2 Collective labour relations ......................................................................................... 45
10.3 Agreements on work performed outside employment ............................................ 45
10.4 Specific relations: service relationship ...................................................................... 46
10.4.1 Professional soldiers ...................................................................................................... 46
10.4.2 Members of security forces ........................................................................................... 46
10.4.3 Civil servants in administrative authorities ................................................................... 46
11 EMPLOYMENT ......................................................................... 48
11.1 Beginning of employment ......................................................................................... 48
11.2 End of employment ................................................................................................... 49
11.2.1 Agreement on the termination of employment ........................................................... 50
11.2.2 Layoff/resignation ......................................................................................................... 50
11.2.3 Immediate termination of employment ....................................................................... 50
11.2.4 Termination of employment during the probation period ........................................... 51
11.2.5 Employment for a definite period ................................................................................. 51
12 CONTRACT OF SERVICES, CONTRACT FOR WORK ..................... 52
12.1 Contract for work ...................................................................................................... 52
12.2 Contract of services ................................................................................................... 53
13 LIABILITY OF AN EMPLOYEE FOR DAMAGE ............................... 54
14 WORKING TIME, HOLIDAY ....................................................... 56
14.1 Working time ............................................................................................................. 56
14.1.1 Working time duration .................................................................................................. 56
14.1.2 Working time account ................................................................................................... 56
14.1.3 Overtime work ............................................................................................................... 57
14.1.4 Night work ..................................................................................................................... 57
14.1.5 On-call working time ..................................................................................................... 57
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14.2 Holiday ....................................................................................................................... 58
15 OBSTACLES TO WORK ON THE EMPLOYER´S AND EMPLYEE´S PART ............................................................................................ 59
15.1 Obstacles to work on employee´s part: .................................................................... 59
15.2 Obstacles to work on employer´s part: ..................................................................... 60
16 REFERENCE SOURCES .............................................................. 62
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1 INTRODUCTION
1.1 THE CONCEPT OF COMMERCIAL LAW
Study time
30 minutes
Objective
After studying this chapter:
you will know the meaning of the term of commercial law and its individual sources.
Explication
Commercial law is a set of legal norms governing the legal statuses and conduct of entrepreneurs,
business corporation law, the Register of Companies, economic competition, capital market,
securities law, banking and insolvency law, industrial property law and other business-related
institutes.
1.2 SOURCES
1.2.1 The most important formal sources
Act no. 89/2012 of the Coll., the Civil Code (hereinafter also referred to as CC), which, among
other issues, defines the terms such as: entrepreneur, entrepreneurial activity, business firm,
conduct of a businessman, contract types used in business, and it also contains the basic
legal regulations of legal persons applicable on business corporations as well.
Act no. 90/2012 of the Coll., The Business Corporations Act (the BCA), which deals with the
legal regulation of business corporations and cooperatives.
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Act no. 455/1991 of the Coll., The Trade Licensing Act (hereinafter TLA), which regulates the
conditions of trading.
Act no. 304/2013 of the Coll., on The Public Registers of Legal and Natural Persons, which
includes, among other things, the legal regulation of the Register of Companies.
Act no. 182/2006 of the Coll., The Bankruptcy and the Methods of its Resolution Act
(Insolvency Act)
1.2.2 Other formal sources
Act no. 125/2008 of the Coll., on the transformations of business companies and
cooperatives
Other special acts related to entrepreneurial activities.
1.2.3 Process standards governing the formal solutions of commercial disputes
Act no. 99/1963 of the Coll., the Civil Procedure Code
Act no. 216/1994 of the Coll., on the Arbitration Proceedings and the Enforcement of Arbitral
Awards
1.2.4 Acts regulating the European forms of business corporations
Act no. 627/2004 of the Coll., on European Company, and other relevant standards
1.2.5 International agreements
The UN Convention on Contracts for the International Sale of Goods
The Convention for the Unification of Certain Rules for International Carriage by Air
(Montreal Convention)
The Convention Concerning International Carriage by Rail (COTIF)
The Convention on the Contract for the International Carriage of Goods by Road (CMR)
1.2.6 Primary and secondary EU law
European directives and regulations on entrepreneurial activity.
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1.2.7 The principles of private law and the principles of commercial law
The formal sources of law are complemented by the basic principles of private law and the special
principles of commercial law.
If a legal case cannot be decided on the basis of an express enactment, it shall be judged in
accordance with the provisions concerning a legal case that is most similar, with respect to the
content and purpose, to the legal case under consideration. If there is no such provision, the legal
case will be judged in accordance with the principles of justice and the principles upon which the Civil
Code is based so as to achieve a good arrangement of the discretions and duties with regard to the
habits of private life and taking into account the status of the legal doctrine and the established
decision-making practice.
1) General principles of private law:
The principle of pacta sunt servanda (agreements must be kept)
The principle of the autonomy of will (the principle of contractual freedom)
The principle of equality of entities
The principle of neminem laedere (do not cause harm to anybody)
2) Special principles of commercial law:
The principle of good manners and fair trade
The principle of professionalism – the conduct of an entrepreneur assumes greater expertise and
skills than in case of non-entrepreneurs.
Summary of terms
Commercial law – a set of legal norms that regulate the legal status and the conduct of
entrepreneurs, business corporation law, the Register of Companies, economic competition, capital
market, securities law, banking and insolvency law, industrial property law and other business-
related institutes.
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Questions
1. Characterize the term of commercial law.
2. What sources of commercial law do you know?
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2 ENTREPRENEURSHIP AND ENTREPRENEUR
Study time
45 minutes
Objective
After studying this chapter:
you will understand the meaning and the content of the terms of entrepreneurship
and entrepreneur.
Explication
An entrepreneur is a person who independently carries out a gainful activity through trading or
similar way on his own account and liability with the intention to do so consistently with the
purpose to make profit with respect to this activity.
An entrepreneur is also any person who is registered in the Register of Companies (regardless of
whether the person actually carries out any entrepreneurial activity or not). If in doubt, an
entrepreneur is anyone who holds a trade license or another business license.
2.1 BUSINESS FIRM
A business firm is the name under which an entrepreneur is registered in the Register of Companies.
It means that only the entrepreneurs registered in the Register of Companies have a business firm.
Every entrepreneur registered in the Register of Companies is legally obliged to act under its business
firm. A natural person, who is an entrepreneur and does not have a business firm, acts under his own
name and he may attach an appendix to it providing a better description of his person or a business
plant. A business firm of a legal person, which is an entrepreneur, is identical with its name, and this
name must also contain an appendix indicating its legal form (e.g.: Ltd.). A business firm may be
incorporated in the Register of Companies only if it is not interchangeable with another business firm
and does not act in a deceptive way.
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2.2 SEAT
A seat of an entrepreneur is the address of the place registered in the public register. If a natural
person - entrepreneur is not registered in a public register; the seat is the place where the main
business establishment or the residence of the person is situated.
2.3 BUSINESS ESTABLISHMENT
A business establishment is an organized set of assets created by an entrepreneur which, as a result
of his will, are used to conduct his entrepreneurial activity. A business establishment includes, e.g.
buildings, manufacturing equipment, patents, etc. A business establishment can be transferred to
another entrepreneur, and eventually sublet.
2.4 AFFILIATE
An affiliate office is such a part of the business establishment which has economic and operational
autonomy and which the entrepreneur established as an affiliate. If an affiliate is incorporated in the
Register of Companies, it is a branch. A Head of the branch is authorized to stand proxy the
entrepreneur in all matters relating to the branch from the date on which he was registered as the
Head of the branch in the Register of Companies.
2.5 ACTING AND REPRESENTATION OF ENTREPRENEUR
Entrepreneurs can act either directly or indirectly. Only an entrepreneur - natural person can act
directly. Legal persons can act only indirectly, because they do not have their own will. Their will is
made up by their statutory bodies. Indirect acting is divided into representation stipulated by law or
by a contract.
2.5.1 Representation by law
Representation by law arises to:
1. The members of the statutory body of the business corporation
A member of the statutory body represents the legal person in all matters. If the scope of action of
the statutory body belongs to more persons, they form a collective statutory body. Unless the
foundation legal proceedings define the scope of representation of the legal person members, each
member shall do so separately.
2. The head of the branch in all matters relating to the branch.
3. The person who was entrusted to certain activities in the operation of the branch.
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4. The person who acted without authorization in the commercial premises of the entrepreneur if
the third party was in good faith that the acting person is entitled to this action.
2.5.2 Representation stipulated by a contract
An entrepreneur may authorize another person to representation stipulated by a contract (power of
attorney, trade agency contract). Procuration is a special type of power of attorney, which can be
granted only by the entrepreneur. By granting a procuration, the entrepreneur registered in the
Register of Companies authorises a proxy to take legal actions occurring during the operation of a
business establishment or a branch, even those which otherwise require a special power of attorney.
However, the proxy is authorized to alienate or encumber real estate only if it is expressly stated.
2.6 INFORMATION IN BUSINESS DOCUMENTS AND ON THE INTERNET
An entrepreneur is obliged to include his/her name and seat in his/her business documents and
within the scope of the information made available to the public via the Internet. An entrepreneur
registered in the Register of Companies or another public register shall also indicate the information
about this registration in the business document and, if registered in another public register, (Trade
Register) the entrepreneur shall provide information about the registration in this register and the
assigned identifier. A joint stock company has the obligation to publish the above-mentioned data on
the Internet without further requirements. The company has to establish a website for this purpose
without undue delay after its inception and keep it continuously updated. If a website is created by a
limited liability company, the same obligation applies to this company as well [1].
Summary of terms
Entrepreneurial activity – a gainful activity carried out on the own account and responsibility of an
entrepreneur in a form of trade or in a similar way in order to consistently earn profit.
Questions
1. Characterize the term of entrepreneurial activity.
2. What is a business firm?
3. Which body legally represents a business corporation?
4. What is procuration?
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3 COMMERCIAL ACTIVITIES
Study time
45 minutes
Objective
After studying this chapter:
you will understand the meaning and content of commercial activities.
Explication
A commercial activity is a continuous activity carried out independently by entities in their own
name, on their own responsibility in order to earn profit and under the conditions determined by the
Trade Act.
3.1 CONDITIONS OF COMMERCIAL ACTIVITIES
3.1.1 General conditions
full legal capacity - can be replaced with the assent of the court to the consent of an
authorized representative of an under-age to conduct an independent self-employment.
integrity – must not be legitimately sentenced for a criminal offense committed intentionally
in relation to business or the line of business the person is requesting or announcing, unless
the sentence has been annulled.
3.1.2 Special conditions
expertise or other qualifications required by the Trade Act
The trades providing massage, revitalizing and regeneration services require university education in a
study program and in a field of study focused on rehabilitation or physical training.
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3.2 OBSTACLES PREVENTING THE PURSUIT OF TRADE
A complete list of the obstacles preventing the pursuit of trade and their conditions can be found in §
8 of the Trade Act, and the most typical obstacles are:
a declaration of bankruptcy with respect to the assets of a natural or legal person,
a decision to reject insolvency petition because the debtor's assets will not suffice to cover
the costs of the insolvency proceedings,
a decision on the annulment of bankruptcy because the debtor's assets are completely
insufficient to satisfy the claims of the creditors,
awarding a punishment or a sanction in the form of prohibition of activities related to the
exercise of trade in the given field or a related one,
cancelling a trade license if an entrepreneur has seriously breached or breaches the
conditions set by the decision to grant a concession or if an entrepreneur does not meet the
obligations towards the state. The Trade Licensing Office may cancel a trade license of an
entrepreneur if the entrepreneur has not carried out the trade for a period exceeding 4
years.
3.3 TYPES OF TRADES
3.3.1 Notifiable trade
If the conditions established to carry out these trades have been met, it is sufficient to duly notify the
competent Trade Licensing Office.
Notifiable trades are further divided to:
free (a condition is to comply with the general conditions of carrying out a trade),
craft (a condition to carry out the trade is a professional qualification set out in the Trade
Act),
regulated (a condition to carry out the trade is a professional qualification set out in Annex
no. 2 of the Trade Act).
3.3.2 Licensed trade
These trades are carried out on a concession basis, and it is necessary to meet the conditions
set out in the Trade Act to be granted a concession.
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3.4 THE BASIC INSTITUTES OF COMMERCIAL ACTIVITIES
3.4.1 Trade licence
A trade licence is an authorization to carry out a trade which, in case of notifiable trades, arises on
the day of the announcement and, in case of licensed trades, on the date the decision on granting a
license comes into force. An entrepreneur can submit an application at any Trade Licensing Office.
3.4.2 Trade Register
The Trade Register is a public administration information system, administered by the Trade
Licensing Office of the Czech Republic and operated by municipal and regional trade licensing offices.
The Trade Register includes data such as the type of trade, object of business, identification number
of an entrepreneur, etc.
3.4.3 Responsible representative
An entrepreneur can carry out trade through a responsible representative. A responsible
representative is a natural person appointed by the entrepreneur who is responsible for the proper
operation of the trade and adherence to the trade licensing regulations and is in a contractual
relationship with the entrepreneur.
No one can be appointed a responsible representative for more than four entrepreneurs. A
responsible representative can only be a person who meets the general and special conditions set to
carry out a trade. A responsible representative must be appointed by an entrepreneur who is a
natural person and does not meet the special conditions set to carry out trade, as well as an
entrepreneur, who is a legal person, for trades requiring the compliance with special conditions set
to carry out trade.
3.4.4 Commercial establishment
A commercial establishment means the space in which the trade is carried out. A commercial
establishment is also a vending machine or similar device used for the sale of goods or the provision
of services, as well as a mobile establishment.
3.5 OBLIGATIONS OF ENTREPRENEURS
According to the Trade Act, an entrepreneur is, for example, obliged to:
Clearly mark the object where the trade company is based with the name, or the name and
surname, and the identification number.
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Prove the legal grounds for using the space in which it is based (lease agreement) at the
request of the Trade Licensing Office. There is an exception applied if the entrepreneur´s seat
is established in the place of permanent residence of the entrepreneur.
Issue documents related to the sale of goods and the provision of a service upon a request of
the customer.
If a responsible representative has been appointed, the entrepreneur is obliged to ensure
his/her participation in the operation of the trade to the necessary extent.
Summary of terms
Trade - a continuous activity carried out by entrepreneurs independently, in their own name, on
their own responsibility in order to achieve a profit, and under the conditions laid down by the Trade
Act.
Questions
1. What is a trade?
2. What types of trades do you know?
3. What are the obligations of entrepreneurs according to the Trade Act?
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4 OBLIGATIONS
Study time
45 minutes
Objective
After studying this chapter:
you will be able to distinguish the basic types of contracts and contracts concluded
with the consumers.
Explication
A legal act is the most typical legal aspect of commercial law necessary to enter into a commitment.
A legal act is a volitional act of a subject of law leading to the creation, change or termination of a
legal relationship, which is in compliance with the law [2]. Obligations are legal relations of relative
character, i.e. those ones where there is always a relationship between two or more specific subjects
(a creditor on one side and a debtor on the other side). The rights and obligations arising from such
obligatory legal relationship are valid only between these subjects (inter partes). This is where the
law of obligation, inter alia, differs from the laws of tenure, which act against all (erga omnes).
Other legal reasons for the emergence of obligations, in addition to the legal act mentioned above,
also include illegal acts (offenses) and obligations based on other legal grounds (implied contracts,
e.g. public competition, quasi offences = objective liability (without fault) for damages).
In commercial relationships, as well as throughout the entire private law, we follow the principle of
contractual freedom - if not explicitly prohibited by the law, persons can negotiate different rights
and obligations than those stipulated by the law. Arrangements violating good morals, public order
or the law relating to the status of persons, including the right of the protection of personality, are
generally prohibited.
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The subjects of a legal relationship have the option to choose some of the types of contracts
stipulated by the Civil Code (named - nominate contracts – e.g. the purchase contract), but they can
also customize their mutual rights in a contract, which is not regulated either in the civil or any other
law. Such contracts are called unnamed - innominate contracts.
4.1 SELECTION OF THE MOST COMMONLY USED TYPES OF CONTRACTS
4.1.1 Purchase contract
In a purchase agreement, the seller undertakes to hand over the item which is the subject of
purchase to the buyer and allows him/her to acquire title to this item, and the buyer commits to
accept the item and pay the seller the purchase price. The purchase contract requires a written form
only in case if the subject of the sale and purchase is real property.
4.1.2 Contract of work
In a contract for work, the contractor undertakes to carry out, at his own expense and risk, work for
the client, and the client commits to accept the work and pay the agreed price.
4.1.3 Contract of lease
In a contract of lease, the lessor undertakes to convey the subject of the contract of lease to the
lessee for temporary use, and the lessee commits to pay the rent to the lessor.
4.1.4 Leasehold contract
In a leasehold contract, the lessor undertakes to convey the subject of the contract for temporary
use and utilisation to the lessee and the lessee commits to pay the lessor a rent or to provide an
aliquot part of the yield. Unlike tenancy, where the tenant has the right to use the thing, the
leasehold contract establishes the right of the lessee to use the thing and to use its fruits.
4.1.5 Lending contract
A lending contract arises if a lender parts with a fungible thing to a borrower so that the borrower
can use it at will and he/she shall return the same kind of thing after certain time.
Contracts of mandate type
4.1.6 Contract of mandate
In a contract of mandate, the mandatary undertakes to procure a matter for the mandatory.
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4.1.7 Mediation contract
In a mediation contract, the intermediary undertakes to mediate a conclusion of a contract with a
third party, and the person concerned commits to pay the intermediary a commission.
4.1.8 Contract with a commission agent
In a contract with a commission agent, the commission agent undertakes to provide a specific matter
on the account of a committer in his own name for the committer, and the committer undertakes to
pay him a commission.
4.1.9 Contract on commercial representation
In a contract on commercial representation, the sales representative as an independent
entrepreneur undertakes to carry out a long-term activity for the represented person focused on
concluding a certain type of transactions or arrangements of transactions in the name of the
represented person and on his account, and the represented person commits to pay the sales
representative a commission. A contract on commercial representation requires written form.
Other types of contracts stipulate obligations from the contracts of shipment, health care,
controlling activity, contracts of account, one-time deposit, letter of credit, collection and loan, and
other.
4.2 CONTRACTS CONCLUDED WITH CONSUMERS
A consumer is every person who enters into a contract with an entrepreneur or otherwise deals with
him outside the scope of his business activities or outside the scope of an independent exercise of his
profession. A contract concluded with a consumer is a contract which is concluded by a entrepreneur
with a consumer. These contracts are subject to a special approach the objective of which is to
protect the consumer who is seen as the weaker party by the law in this relationship, and it
stipulates, for example.
if you can interpret the content of a contract in various ways, the interpretation that is most
favourable to the consumer is to be used
it is accepted as a fact that the prohibited arrangements include those that establish
significant imbalance in the rights and obligations of the parties to the detriment of the
consumer in contradiction with the requirement of adequacy
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4.2.1 Contracts concluded using a distant method or outside the commercial premises
The law provides special protection to a consumer who enters into a contract with an entrepreneur
by means of a distant method or outside the commercial premises.
The contracts are concluded by means of the distant method are contracts that are negotiated by
means of distant communication, e.g. via phone, television or Internet. Contracts concluded outside
the commercial premises are contracts that the entrepreneur concludes with consumers outside the
usual business premises of the entrepreneur, for example in the place of residence of the consumer.
In such cases, the entrepreneur has an explicitly specified list of information which he is obliged to
provide the consumer with, prior to the conclusion of the contract, and the information must be
contained in the contract itself in an unchanged form. Special attention is also paid to the conditions
for withdrawal from the contract, where the time to withdraw from the contract without giving
reasons is 14 days for both types of contracts.
Summary of terms
Consumer - every person who enters into a contract with an entrepreneur or otherwise deals with
him outside the scope of his business activities or outside the scope of the independent exercise of
his profession.
Questions
1. What are the obligations according to the commercial law?
2. What types of contracts do you know?
3. What types of contracts concluded with the consumer do you know?
23
5 BUSINESS CORPORATION
Study time
105 minutes
Objective
After studying this chapter:
you will understand the importance of the term of business corporation and you will
learn to distinguish their different types.
Explication
Business corporations are legal persons further divide into:
1) Trading companies, which are further divided into:
a) personal companies, which are: general commercial partnership and limited
partnership company,
b) capital companies, which are limited liability company and joint-stock company,
c) European company,
d) European economic interest grouping.
2) Cooperatives, which are further divided into:
a) cooperative,
b) European cooperative society
5.1 COMMON BASIC INSTITUTES OF BUSINESS CORPORATIONS
5.1.1 Investment
An investment is a monetary expression of the value of the subject of investment in a business
corporation foundation capital. In a joint stock company, the investment is referred to as the nominal
or book value of share. The investment can be monetary or non-monetary.
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5.1.2 Foundation capital
The foundation capital of a business corporation is the sum of all investments.
5.1.3 Share
A share represents the participation of a partner in a business corporation and the rights and
obligations arising from such participation. Each partner can have only one share, and if he acquires
another share of the same corporation, they will be joined.
5.2 ESTABLISHMENT AND INCEPTION OF BUSINESS CORPORATION
The establishment and inception of a business corporation takes place in two successive steps:
5.2.1 Foundation
Business corporations are established by a deed of association or a deed of foundation, if established
by a sole founder. The deed of association establishing a capital company and the deed of foundation
require a form of public documents. The deed of association establishing a cooperative is enclosed by
means of acceptance at the constitutive meeting. The foundation proceedings follow the general
requirements for the establishment of a legal person according to the Civil Code and eventual special
conditions specified for a given type of company in the Business Corporations Act.
What must be included in the foundation legal proceedings of a business corporation according to
the Civil Code?
5.2.2 Inception
The day when it is registered in the Register of Companies is the day of inception of a business
corporation. On this day, it becomes a legal entity. Any person can act on behalf of a corporation
during the time from the establishment of a business corporation to its registration in the Register of
Companies. However, a person acting in such a way is the sole person entitled and obligated as a
result of this conduct, if several persons act in such a way, they are entitled and obliged jointly and
severally. If this conduct is approved by the business corporation within three months from its
inception, it has been entitled and obliged as a result of this conduct from the very beginning.
5.3 BUSINESS CORPORATION BODIES
A legal person has bodies consisting of one member (individual) or more members (collective).
Business corporations have the highest body, a statutory body and a supervisory body.
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The supreme body is:
in personal company – all partners
in capital company – general meeting
in cooperative – member´s meeting.
Statutory bodies have all the powers that the founding legal proceedings, a law, or a public
authority's decision do not entrust to another body of the legal person.
Statutory bodies are:
in a general commercial partnership – each partner,
in a limited partnership company – all general partners,
in a limited liability company - every executive head,
in a joint-stock company - the board of directors or the statutory director,
in a cooperative – the cooperative board.
The auditing body of a business corporation is a supervisory board, an audit committee or another
similar body.
5.4 OBLIGATIONS OF THE MEMBERS OF BUSINESS CORPORATION BODIES
5.4.1 Due managerial care and diligence
The person who accepts the position of a member of an elected body commits to exercise it with the
necessary loyalty and with the necessary knowledge and care. The person who is not capable of due
managerial care and diligence, although he/she had to find out when accepting the position or during
its execution, and does not draw the consequences of his conduct for himself is deemed negligent.
The person, who could have in good faith reasonably assumed, when making a business decision,
that he/she is making an informed decision in the defensible interest of the business corporation,
acts with care and the necessary knowledge. This does not apply if such a decision was not made
with the necessary loyalty. In assessing whether a member of a body had acted with due managerial
care and diligence, we always take into account the care that would have been exercised in a similar
situation by another reasonably careful person if this person would have been in the position of a
member of a similar body of a business corporation.
5.4.2 Personal liability of the members during bankruptcy
A member of the statutory body of a business corporation is liable for the fulfilment of its
obligations if the bankruptcy of the business corporation has been declared and this member of the
26
statutory body of a business corporation knew or could have known about the impending bankruptcy
of the business corporation and yet, in contradiction with due managerial care and diligence, has not
taken all the necessary and reasonably supposable actions to avert it.
5.4.3 Dissolution and termination of business corporation
The process of dissolution and termination of a business corporation also takes place in two
consecutive steps. The first step is the dissolution of the company, which is associated with the
termination of its economic activity; the other one is the termination of the company, which means
the end of its existence as a juridical person.
5.4.4 Dissolution of business corporation
A business corporation is dissolved by a legal act, the expiry of a period of time, a decision of a public
authority or by achieving the purpose for which it was established and for other reasons specified by
the law. The Act on Business Corporation sets out provisions that complement the general legislation
for different types of business corporations, and additional reasons for dissolution may be stipulated
in the deed of association as well. The court may decide on the dissolution of a legal person upon the
proposal of a person who can demonstrate a legitimate interest in taking such a decision, or it may
decide without a proposal, if the company performs illegal activity to such an extent that it seriously
undermines the public order, it no longer meets the conditions required for the establishment of a
legal person by law, or has not got a statutory body able to make decisions for a period exceeding
two years, or it is required by the law. Upon the proposal of a person with a legal interest on this
matter, or at the request of the state prosecution office, if it finds a serious matter of public interest,
the court will dissolve a business corporation and also orders its liquidation if it:
a) lost all business licenses; this does not apply if it was founded for the purpose of managing
its own assets or for purposes other than business,
b) is unable to carry out its activity and fulfil its purpose for a period exceeding 1 year,
c) can not perform its activity due to insurmountable contradictions among the associates, or
d) carries out an activity which, under another legal enactment, can be carried out only by
natural persons, without the assistance of these persons.
5.4.5 Liquidation
The purpose of liquidation is a settlement of the assets of the dissolved legal person (the assets of
liquidation), to settle the debts of the creditors and to handle the remaining net assets, which result
from the liquidation (remaining assets), according to the law. A legal person enters into liquidation
27
on the day it has been dissolved. A liquidator is appointed by the competent body of the business
corporation. The liquidator must announce the commencement of liquidation to all known creditors
and to call upon them to register their claims. If the liquidation of the assets of liquidation does not
suffice to meet all the debts, the liquidator uses the proceeds to pay the liquidation costs in the first
group, to satisfy the employees' claims from the remaining assets in the second group, and to pay
the claims of other creditors in the third group. The liquidation of a company is completed by the
distribution of the remaining assets among the partners. Within 30 days of the end of the liquidation,
the liquidator submits an application to erase the business corporation from the Register of
Companies. During the dissolution of a business corporation by means of liquidation, the partners
are liable for its debts even after its termination up to the amount of their share of the remaining
assets.
If a company is dissolved without liquidation, it means that there is a legal successor to whom the
company assets are transferred. That is why the dissolution of a company without liquidation is
referred to as transformation of company. The transformation of a company may have the form of a
merger (amalgamation or consolidation), transfer of assets to a partner, division or change of legal
form.
5.4.6 Termination of business corporation
A business corporation ceases to exist on the day it is erased from the Register of Companies.
5.5 PERSONAL COMPANIES
A typical feature of personal companies is the personal form of participation of the partners in the
company business. A property investment in the company is not mandatory. The personal
participation in business also implies the possibility of each partner to act on behalf of the company
and the joint and unlimited liability for company liabilities. The partners are personally liable for the
obligations of the company to an unlimited extent.
5.5.1 General commercial partnership
A general commercial partnership is a company of at least two persons who are involved in its
business or management of its assets and are liable for its debts jointly and severally. A partner can
be a natural or legal person. In the event that the partner is a legal person, an authorized proxy (a
natural person) exercises its rights and obligations. The partners of a general commercial partnership
are personally liable for the liabilities of the company. A general commercial partnership is
established by a deed of association, which must be in writing with attested signatures. A transfer of
a share from a partner to another person is not possible in a general commercial partnership. The
28
profit and loss are equally divided among the partners. A decision in all the matters of the company
requires consent of all the partners, while each partner has one vote during the voting. Only the
deed of association can specify different rules. The membership of a partner in the company arises
either at its inception or during its duration (accession). A partner can join the company or withdraw
from the company only by changing the deed of association.
5.5.2 Limited partnership
A limited partnership is a company in which at least one partner has a limited liability for its debts
(limited partner) and at least one partner has an unlimited liability (general partner). As in the case of
a general commercial partnership, a limited partnership company requires the participation of at
least two partners. The general partner has personal liability. This also corresponds to his position in
the company, which is similar to the status of a partner in a general commercial partnership and
unless specified otherwise in the Act on Business Corporations, a limited partnership follows
adequate provisions related to a public business company. Only a person who meets the general
conditions of the pursuit of business activity and who is not prevented by any obstacle to carry out
his business activity can be a general partner. A limited partner has limited liability for the debts of
the company, jointly and severally with the other partners to the amount of his outstanding
investment according to the state of registration in the Register of Companies. A limited partnership
is established by a deed of association which must be in writing and the signatures must be
authenticated.
5.6 CAPITAL COMPANIES
The partners make a deposit into the company and therefore have a capital participation in its
business activities.
5.6.1 Limited liability company
A limited liability company is a company in which the partners are jointly and severally liable for the
debts to the extent of their unpaid deposit according to the state registered in the Register of
Companies at the time when they were invited by the creditor to fulfil their obligations. The amount
of the deposit is at least one Czech crown. The deed of association requires the form of a public
document. In addition to the general requirements, the deed of association of an Ltd. Company must
also include: name of the company, object of business or company activities, determination of the
shareholders by providing their names and places of residence or seats, determination of the types
of shares of each partner and the rights and obligations associated with them, if the deed of
association allows the existence of different types of shares, the amount of investment or
29
investments attributable to the share or shares, basic capital amount, the number of executive heads
and the way they act on behalf of the company.
5.6.2 Joint stock company
A joint stock company is a company whose equity capital is divided into a number of shares. The
equity capital of such a company is at least 2 000 000 CZK, or 80 000 EUR. A joint stock company is
established either by a deed of association or by a deed of foundation (in case of a single founder).
The deed of association requires the form of a public document. In addition to the deed of
association, the establishment of a company also requires the adoption of the articles of association.
A joint stock company publishes the so-called participating securities (shares). These are securities
issued by the company which are associated with the share on the equity capital or the voting rights
in this company, and also securities issued by the company which are associated with the right to
acquire such securities. Shares are the so-called participating securities which are associated with the
rights of a shareholder as a partner to participate in the management of the company, its profit and
in the remaining assets liquidation during the dissolution of the company. By its nature, a share is an
investment tool that should bring revenues to its owner, but it also carries investment risks.
Shares are distinguished according to their type:
equity
preference
shares with special rights
Equity shares are shares which are not associated with any special rights. That is why equity shares
do not have to contain any data regarding their type.
Preference shares unlike equity ones stipulate preferential rights of the owner of such shares. They
are preferential rights related to the share of the profit or other resources or on the remaining assets
of the company.
Shares with special rights which carry the same rights constitute one type. The shares of the same
nominal value can be linked to various special rights.
Shares are distinguished by their form into:
Registered stock
Unregistered stock (bearer stock)
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Registered stock is transferred by endorsement (a written expression of the former owner of the
share who wants to transfer this instrument to another one), clearly stating the identification of the
acquirer. The transfer of these shares may be limited, but not excluded, by the articles of association.
Unregistered stock (bearer) may only be issued as book securities or immobilized securities. The
shareholders are not entitled to request an issuance of their immobilized shares from the collective
custodianship. The rights associated with a book share of bearer type are exercised by the person
named in the register of book shares. Bearer shares are freely transferable.
Shares are distinguished according to their form into:
share certificate
book
Share certificates have the form of a physical document.
Book shares exist in electronic form, such as register records, and their records in the Czech Republic
are maintained by the Central Securities Depository, a.s.
5.7 COOPERATIVE
A cooperative is an association of an unclosed number of persons that is established for the purpose
of mutual support among its members or third parties, or for business purposes. A cooperative has at
least three members. The amount of the basic member´s investment is the same for all members.
The cooperative members are liable for the obligations of the cooperative, however, the Act on
Business Corporations sets the so-called reimbursement duty in certain cases. These are the cases
determined by the articles, in which the member´s meeting may order the members to contribute to
cover the loss of the cooperative. [3]
The property and moral rights and obligations of the members are represented by the cooperative
membership share. Each member can have only one cooperative membership share.
5.8 EUROPEAN FORMS OF BUSINESS CORPORATIONS
5.8.1 European joint stock company
The precondition for the emergence of a European company is the existence of business entities in
different EU countries. A European company can be established using one of the methods below:
Merger of two companies subject to the laws of different EU Member States.
31
Establishment of a holding of a joint stock company and a limited liability company if they are
governed by the laws of different EU Member States or have had a subsidiary company
governed by the law of another Member State or an affiliate situated in another Member
State for the period of at least two years.
Change of the legal form – a joint stock company established under the law of a Member
State if it has had a subsidiary company governed by the law of another Member State for
the period of at least two years.
Creation of a subsidiary company of at least two companies governed by the laws of different
Member States or if it has had a subsidiary company governed by the law of another
Member State or an affiliate situated in another Member State for the period of at least two
years.
5.8.2 The European Economic Interest Grouping
The European Economic Interest Grouping (EEIG) does not carry out its activities for the purpose of
creating profit for itself; its activity only supports the economic activity of its members. EEIG can be
created by at least two members from different EU states.
5.8.3 European Cooperative Society
The basic purpose of the European Cooperative Society (ECS) is meeting the needs of its members or
the development of their economic and social activities, in particular concluding agreements with the
members to supply goods or to provide services or to execute work of the kind performed or
purveyed by the ECS. ECS can be established by at least 5 natural or legal persons with residence
(seat) in at least two EU countries or by a merger of two existing cooperatives, or by a conversion of a
national cooperative into a new legal form, without the necessity of its dissolution beforehand, if the
cooperative has its seat and head office in one Member State and an establishment or a subsidiary
company in another Member State. The subscribed capital stock must be at least 30 000 EUR.
5.9 REGISTER OF COMPANIES
The Register of Companies is a public administration information system and is maintained in
electronic form by registration courts, which are represented by regional courts. The local
competence of the court is governed by the seat of the entrepreneur (for entrepreneurs based in
Frýdek-Místek, the competent Regional Court is in Ostrava).
The persons that must be registered are:
business corporations – trade companies and cooperatives,
32
persons, as laid down by the law,
a natural person who is an entrepreneur carrying out business in the Czech Republic, if the
amount of its revenues or income reduced by the amount of value added tax, if it is part of
the revenues or income, has reached or has exceeded the average amount of 120 000 000
CZK during two consecutive accounting periods,
a foreign natural person or a legal person with the residence (seat) outside the EU carrying
out business activities in the Czech Republic.
Persons registered on a voluntary basis are:
natural persons - entrepreneurs with residence in the Czech Republic and entrepreneurs
from EU Member States or the EEC who carry out their business activities in the Czech
Republic.
The basic information entered in the Register of Companies includes the data on the business firm,
the information on the seat in case of legal persons, on the place of business in case of natural
persons, the identification number, the object of business or the object of activity, the legal form of a
legal person, the name and place of residence or business, and the seat of a natural person or
persons who represent a statutory body or its members, and the date of inception or termination of
their functions.
The information listed in the Register of Companies follows the principle of material publicity, which
in other words can be expressed by the principle of "only the written words remain". This means that
if the state recorded in the public register is in contradiction with the actual state, the written state is
valid for a person acting in good faith. It is therefore impossible for an entrepreneur who is affected
by the records required in this information to be incorrect. This principle is used to protect the
conducts performed in good faith in the recorded data.
In order to achieve consistency between the actual state and the state in the register, the
entrepreneur registered in the public register shall without undue delay announce a change in the
registered data.
The entries in the Register of Companies are divided into entries of constitutive nature and entries
with declaratory effects. Only the entries that are expressly required by the law, such as the entry on
the establishment of the company, have constitutive effect, while the existence of this fact occurs
only at the time of registration.
33
The declaratory nature of an entry means that the effects of the recorded facts arise independently
of the entry in the Register of Companies at the time they came into being, e.g.: entry of a proxy. The
entries in the Register of Companies can nowadays also be performed by notaries who can make
entries only in case the registered facts are based on a notarial deed, e.g. the foundation of a Ltd.
company.
Summary of terms
Investment – monetary expression of the value of the subject of investment into a business
corporation basic capital.
Basic capital - the sum of all investments.
Share - represents the participation of a partner in a business corporation and the rights and
obligations arising from such participation.
Limited partnership - a company in which at least one partner has a limited liability for its debts
(limited partner) and at least one person has unlimited liability (general partner).
Limited liability company – a company in which the partners are jointly and severally liable for its
debts up to the extent of their unpaid deposit according to the state registered in the Register of
Companies at the time when they were invited by a creditor to make their performance.
Joint stock company - a company whose basic capital is divided into certain number of shares.
Questions
1. What kinds of business corporations do you know?
2. What duties of the members of business corporation bodies do you know?
3. When does a business corporation come into being?
34
6 INSOLVENCY PROCEEDINGS
Study time
30 minutes
Objective
After studying this chapter:
you will understand the meaning of insolvency proceedings
you will know what's bankruptcy and you will know the ways of its solution
Explication
The term of insolvency proceedings includes:
solving a bankruptcy and impending bankruptcy of a debtor so as to settle the property
relations to persons affected by the debtor's bankruptcy or impending bankruptcy and
maximizing the strictly proportional satisfaction of the debtor's creditors,
discharging a bankrupt - extinction of debts without the full satisfaction of creditors
The insolvency proceedings are based on the principles of fairness, speed, efficiency, equal
opportunities of creditors, highest satisfaction of creditors and the prohibition of illegal favouritism
of a creditor or a debtor. The essence of insolvency proceedings is that the debtor looses the
authority to dispose of his property, and this authority is given to the insolvency administrator, who
is supervised by the court and the creditor´s bodies. [4]
6.1 BANKRUPTCY
Bankruptcy as defined by the law is a state of debtor's inability to settle his obligations to creditors.
The forms of bankruptcy are divided into:
35
insolvency
debts in excess
The insolvency law also deals with a state of impending bankruptcy.
Insolvency is a situation in which a debtor, who has more creditors, has financial obligations that are
more than 30 days overdue and is not able to settle these obligations. Insolvency can involve a
natural person - entrepreneur and a non-entrepreneur, as well as a legal person.
Debt in excess means that a debtor (only a natural person entrepreneur or a legal person) has more
creditors and his total liabilities exceed the value of his assets.
Impending bankruptcy is a situation in which, taking into account all the circumstances, we can
reasonably assume that a debtor will not be able to duly and timely settle a substantial part of his
financial obligations.
6.2 WAYS OF INSOLVENCY SOLUTION
The ways of insolvency solution are:
bankruptcy
discharge from debts
reorganization
Bankruptcy is a solution based on the fact that the acknowledged claims of creditors are
proportionally satisfied from the proceeds of the realization of the bankruptcy assets. The
bankruptcy assets include the debtor's assets, such as: finances, movable and immovable property,
enterprise, wage or salary. In the case of a completed bankruptcy of a legal person, the company is
terminated and deleted from the Register of Companies and unsettled debts expire. In case of the
completion of the bankruptcy of a natural person, the unsettled claims do not expire and, after the
bankruptcy proceedings, the creditor can set up a claim, e.g.: in court.
Discharge from debts applies to natural persons - non-entrepreneurs only. The assets can be realized
by selling the debtor's property or by following the schedule of instalments. When following the
schedule of instalments, the debtor must repay his/her debt to unsecured creditors for a period of 5
years to the minimum amount of 30 percent.
36
Reorganization is a gradual satisfaction of creditors' claims while maintaining the operation of
debtor's company, secured by measures used to revitalize the economic situation of the company
according to a reorganization plan approved by the bankruptcy court involving continuous checking
of its performance made by the creditors. Unlike bankruptcy, reorganization is not generally
applicable, but the debtor must be an entrepreneur and it is in fact irrelevant whether it is a natural
person or a legal one. If the reorganization is not successful, it will turn in bankruptcy; otherwise it
ends with the completion of the reorganization plan.
Summary of terms
Insolvency – a state defined by the law when a debtor is unable to settle the obligations to the
creditors.
Bankruptcy - a way of solution of insolvency based on the fact that the acknowledged claims of
creditors are proportionally satisfied from the proceeds of the realization of the bankruptcy assets.
Discharge from debts – a way of bankruptcy solution based on the realization of the debtor's assets
or by following the schedule of instalments.
Reorganization – a gradual satisfaction of creditors' claims according to a reorganization plan
approved by a bankruptcy court.
Questions
1. What are the principles of insolvency proceedings?
2. What is bankruptcy?
3. What are the options used to deal with bankruptcy?
37
7 THE TERM AND DEFINITION OF LABOUR LAW
Study time
40 minutes
Objective
After studying this chapter:
you will know what the labour law is and what relations it deals with.
Explication
7.1 SUBJECT OF LABOUR LAW
The subject of labour law is to regulate the labour relations between an employee and an employer
that arise during the so-called dependent work when an employee individually performs work for an
employer and receives remuneration. Furthermore, it deals with the relations associated with the
relations between an employer and employee and eventual third parties (institutionalized groups of
employees).
Author´s note: dependent work for the purposes of the Labour Code means work that is
performed in the relationship of the superiority of the employer and inferiority of the
employee, on behalf of the employer, according to the instructions of the employer, and the
employee personally performsthe work for the employer.)
a. Labour law consists of a set of precepts of law that deal with three areas of labour
law:
Individual labour law – deals with the legal relations between employers and
employees (addressed by the LC)
The individual labour law is inherently of civil nature, it has originated from civil law.
The previous legislative form of labour law was based on the complete independence
of the labour law with respect to the civil law, and it was impossible to use the Civil
38
Code for working relationship even as a subsidiary standard. The existing LC uses the
principle of delegation, i.e., the Civil Code is applied to labour relations only if it is
referred to directly in the LC.
Collective labour law - addresses the legal relations among subjects represented by
groups of employees (trade unions and work councils) and employers (or their
associations). The collective labour law also includes sets of standards as results of
contractual negotiations of the subjects of collective legal relations (normative part
of collective agreements) It is addressed in the Labour Code and the Act on Collective
Bargaining.
Collective labour law and collective bargaining do not have historical ties to the
development of individual labour law, yet it still belongs to the civil law field. It has
arised together with the need for the protective function of labour law. Collective will
limits the individual contractual freedom in labour law (collective agreements).
Employment regulation – it is a regulation of the relationships that arise during the
execution of the citizen's right to acquire the means necessary for his life by work
(right to employment). The relationships arise between citizens and the relevant
state authorities and between employers and the relevant authorities (the Ministry
of Labour and Social Affairs, the individual employment offices). It is addressed in the
Employment Act.
The area of employment legal regulation is inherently public. It is very close to the
administrative law. On one side of employment regulations, there is a public
authority, while on the other side, there are civil subjects.
(Update: There is a new act effective since 1 January 2015, Act no. 234/2014 of the Coll., on
state service, which establishes new rules and institutions in the legal regulation of the legal
status of state employees engaged in state administration in administrative offices).
Summary of terms
Labour law establishes especially the relations between employers and employees during the
performance of work.
39
Questions
1. What is the subject of labour law?
2. Define the legal content of the term of „dependent work“.
40
8 POSITION OF LABOUR LAW IN THE LEGAL SYSTEM,
THE SOURCES OF LAW
Study time
60 min
Objective
After studying this chapter:
you will know the position of labour law in the system
you will know the sources of law
Explication
labour law is an independent branch of law in the legal system
sometimes it is included in private law (except for the employment regulations, whose
nature is mainly civic), but this classification is not completely accurate
the system of labour law consists of sub-systems of individual employment law, collective
labour law, and the employment legal regulations which have their specifics and different
principles
8.1 LABOUR LAW IN THE SYSTEM OF LAW
8.1.1 Relationship of labour and civil law
The relationship of labour law and civil law is based on the principle of delegation, which is defined in
§ 4 of the LC as follows: "Labour relations are governed by the Labour Code and if the Labour Code
cannot be used, it shall be governed by the Civil Code, and always in compliance with the
fundamental principles of labour relations".
8.1.2 The international element in labour law
The international element in labour law manifests itself mainly through international organizations
working in this area: the UN, the Council of Europe, and the European Trade Union Confederation.
41
8.1.3 European (community) labour law
The European Union law does not intervene so much in the labour law of the individual Member
States and if there is a parallel legislation, then the principle of expedience for employees is applied:
if the claims arising from the legislations of the EU states are more beneficial for the employers, the
preferred option is the one of a Member State.
8.2 SOURCES OF LABOUR LAW
8.2.1 Rules of the Constitution
The Constitution of the Czech Republic and the Charter of Fundamental Rights and Freedoms
(prohibition of forced labour, the right to a free choice of profession, the right to freedom of
association, the right to strike, the right to fair remuneration, the right to satisfactory working
conditions).
8.2.2 Labour regulations
Labour Code - Act no. 262/2006 of the Coll.
Employment Act - Act no. 435/2004 of the Coll.
Collective Bargaining Act - Act no. 2/1991 of the Coll.
The Act on the Protection of Employees in the Event of Employer's Insolvency and the
Amendments of Certain Acts - Act no. 118/2000 of the Coll.
Labour Inspection Act - Act no. 251/2005 of the Coll.
Act on the Employment Office of the Czech Republic and the Amendment of the Related Acts
- Act no. 73/2011 of the Coll.
(Author´s note: Other labour regulations can be found in the paragraph wording in the
Consolidated Definition of Laws no. 836 – yellow colour)
8.2.3 International conventions
They are formed particularly in the following international organizations:
UN - International Covenant on Civil and Political Rights
UN - International Covenant on Economic, Social and Cultural Rights
UN - Convention on the Elimination of All Forms of Discrimination Against Women
UN - Convention on the Rights of the Child
42
The International Labour Organisation at the UN - Declaration (1944) - the
prohibition of forced labour, the right to freedom of trade union association, the
prohibition of discrimination
The Council of Europe - European Convention on Human Rights (1950)
The Council of Europe - European Social Charter (1961)
Summary of terms
The sources of labour law - constitutional laws, laws, subordinate regulations, European regulations.
Questions
1. What principle is the relationship between labour and civil law based on?
2. Describe the basic principal relationships between the national law, European and
international laws.
3. Name the subordinate legal enactments in the Czech Republic.
43
9 BASIC PRINCIPLES OF LABOUR LAW
Study time
50 min
Objective
After studying this chapter:
you will be familiar with the basic principles of labour law.
Explication
The basic principles of labour law are contained in the individual sources of law, both in international
conventions and in national legal enactments, in particular in the Charter of Fundamental Rights and
Freedoms and the Labour Code. Below, we will illustrate some of the basic principles of labour law:
a) Ban on discrimination and the principle of equal treatment in labour law - Art. 3
CFRBF: "The fundamental rights and freedoms are guaranteed to everybody irrespective
of sex, race, colour, language, faith and religion, political or other opinion, national or
social origin, nationality or ethnic minority, property, birth or other status" and Art. 24
CFRBF" Affiliation with any national or ethnic minority must not be to anyone's
detriment" are concretized in the LC in § Chapter IV, which establishes equal treatment
and ban discrimination in labour relations.
This principle is also included in international law, and in a number of international
conventions of the UN (the International Convention on the Elimination of All Forms of
Racial Discrimination, the Convention on the Elimination of All Forms of Discrimination
Against Women), the Council of Europe (the European Social Charter) or the European
Union (the Charter of Fundamental Rights and Freedoms of the EU).
b) The principle of equal treatment (gender)
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The principle of equal treatment is a positive expression of the prohibition of
discrimination, and it follows the previous principle. The principle of equal remuneration
for the same work for men and women is also included in the Treaty on European Union.
The consequences of a breach of the ban on discrimination and equal treatment: in such
a case, the employee has the right to seek the abandonment of such activity, the
elimination of the consequences and adequate satisfaction (apology or financial
compensation of non-pecuniary detriment).
THE EMPLOYER MUST PROVE: there is one important exception valid in these disputes -
the burden of evidence is on the employer´s side the employer must prove that the
discriminatory behaviour has not been committed by the employer.
c) The other basic principles of labour law include: special legal protection of the
employee´s status, satisfactory and safe conditions for work, fair remuneration or an
adequate work performance of the employee in compliance with the legitimate
interests of the employer. All these principles express the meaning and purpose of the
Labour Code and the individual provisions of this Act must always be interpreted within
the context of these principles. These are the values that protect not only the employees
and employers, but the public order as well.
Summary of terms
Ban on discrimination - the principle of equality when negotiating employment and during the actual
performance of work.
Gender principle - the principle of equal remuneration for the same work for men and women.
Questions
1. What are the consequences of a breach of the ban on discrimination and gender?
2. Name 3 international agreements of labour character.
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10 LABOUR RELATIONS AND THEIR ELEMENTS
Study time
40 min
Objective
After studying this chapter:
you will be familiar with the individual relations between employers and employees
and the specific labour relations such as the service relationship.
Explication
10.1 INDIVIDUAL LABOUR RELATIONS
employee – employer
The subject is the work of an employee for remuneration; in a relationship in which labour
force of an employee is used by an employer – always for remuneration.
10.2 COLLECTIVE LABOUR RELATIONS
employer (representatives of employers) - representatives of employees (trade
unions)
The typical feature here is that the subject is not an individual employee; but the way of the
performance of work and the conditions of work.
10.3 AGREEMENTS ON WORK PERFORMED OUTSIDE EMPLOYMENT
Contract of services and contract for work. Both of these agreements have specific
conditions.
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10.4 SPECIFIC RELATIONS: SERVICE RELATIONSHIP
10.4.1 Professional soldiers
10.4.2 Members of security forces
10.4.3 Civil servants in administrative authorities
- differ in the fact that the contractual principle is significantly suppressed
- employees have higher responsibilities and some of the rights are suppressed
- but there are also some advantages - for example claimable career advancement,
definitive character, claimable benefits
An example of the advantages and disadvantages of civil servants - service relationship according to
the so-called Service Act:
obligations and restrictions of the rights
possibility of a temporary transfer even without the consent of the employee, as well as
business trips, suspension
obligation to represent the superior
obligation to take qualification exams
prohibition of entrepreneurial or other gainful activity
ban on strikes
special reasons leading to the termination of employment, including achieving the age of 65
advantages
time off to study (excused paid leave)
entitled to salary advancement under this Act (a kind of age automatic system)
entitled to the so-called severance pay upon termination of service because of redundancy
entitled to a longer holiday
Summary of terms
Trade unions - organizations providing permanent protection of the social and economic interests of
employees.
Service Act - the Civil Service Act, promulgated in the Collection of Laws under no. 234/2014 of the
Coll. (hereinafter the "Civil Service Act '), which came into effect on 1st January 2015, is a complex
47
definition of the relationships between the state employees (civil servants) and the administrative
authorities.
Questions
1. State the advantages and disadvantages of civil servants according to the Civil Service Act.
2. Characterize the individual labour relations.
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11 EMPLOYMENT
Study time
110 min
Objective
After studying this chapter:
you will know the conditions governing the beginning and the end of employment
Explication
11.1 BEGINNING OF EMPLOYMENT
The basic labour relations consist of:
a) Employment
b) Labour relations based on agreements related to work performed outside employment
relationship:
i. Contract of services
ii. Contract for work
Employment is strictly established by an employment contract between an employer and an
employee. However, it can also be established by appointment.
A contract of employment must contain the essentials prescribed by the law:
a) the type of work the employee shall perform for the employer,
b) the place or places of work where the work is to be performed according to letter a,
c) the date of commencement of employment.
The contract of employment must always be in writing.
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Employment may in principle be changed only on the basis of a mutual agreement between the
employee and the employer, which must be written, because it changes the original written contract
of employment. A written contract can be changed only by a written amendment.
However, there are legal exceptions, when employment may be changed without a written
agreement of the parties. These exceptions include particularly the following cases:
- Changing the place of work performance (only in cases stipulated by law)
- Changing the content of work (scope) (only in cases stipulated by law)
- Transfer to another job (only in cases stipulated by law)
(Author´s note: As mentioned before, it is essentially impossible to unilaterally change the
content of the contract of employment and therefore the employment itself. Regarding
wages, it must be noted that it can be agreed both in the text of the contract of employment
(in this case it can be changed only by a written agreement between the employee and the
employer), and outside the text of the contract of employment, in the so-called wage
assessment (it can be changed unilaterally by the employer). That is why it is necessary to
check how and where the wage has been negotiated prior to signing the contract of
employment.)
11.2 END OF EMPLOYMENT
Employment may be terminated:
a) By agreement
b) Layoff
c) Immediate termination of employment
d) Termination during the probation period
The following options also need to be added:
e) A fixed-term employment is terminated strictly upon expiry of the period
f) Employment is terminated by death of an employee
g) Employment of foreigners is also terminated:
i. As a result of an enforceable decision to cancel the residence permit
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ii. As a result of a legitimate decision on expatriation
11.2.1 Agreement on the termination of employment
If there is an agreement between the employer and the employee on the termination of
employment, the employment ends on the agreed day. An agreement on the termination of
employment is concluded by the employer and the employee in writing, otherwise it is invalid. The
agreement must state the reasons for the termination of employment, if requested by the employee.
11.2.2 Layoff/resignation
Layoff/resignation can be used both by the employer and the employee to terminate employment.
The notice must be submitted in writing and delivered to the other party, otherwise it is invalid.
While the employee may hand in a letter of resignation to the employer for any reason or without
stating a reason, the employer may layoff an employee only for the following reasons:
a) if the employer or its part ceases to exist,
b) if the employer or its part is relocated,
c) if the employee becomes redundant,
d) if the employee cannot continue to perform his/her current work as a result of a work
injury, occupational disease or because of a hazard resulting from this disease,
e) If the employee lost his/her capacity to perform his/her current work in the future in the
long term with respect to his/her heath state,
f) if the employee fails to meet the conditions laid down by legal enactments for the
performance of the agreed work or fails, without fault on the employer's part, to meet the
requirements for due performance of the work,
g)if the employee provides reasons for which the employer could immediately terminate
his/her employment or for a serious breach of his/her duties; it is possible to give notice to
dismiss an employee for continuous less serious breaches of duties arising from legal
enactments relating to the performed work if he/she was notified in writing of the possibility
of dismissal during the past six months in connection with a breach of the duties arising from
the legal enactments relating to the performed work.
Furthermore, an employer cannot dismiss an employee for the reasons stated above if the employee
is in the so-called protection period (with some exceptions).
11.2.3 Immediate termination of employment
An employer may, in exceptional cases, terminate employment immediately only:
51
a) if the employee was lawfully sentenced for a deliberate criminal offense to unconditional
imprisonment for a term exceeding 1 year, or if he/she was lawfully sentenced for a
deliberate criminal offense committed while performing his/her work tasks or in direct
connection with it to unconditional imprisonment for at least 6 months,
b) if the employee violated the duties arising from the legal enactments relating to the work
performed by him/herm in a particularly gross manner.
The employer is not allowed to immediately terminate employment of a pregnant employee, an
employee on maternity leave, an employee who is on parental leave.
An employee may also terminate his/her employment immediately only in exceptional cases.
11.2.4 Termination of employment during the probation period
An employer and an employee may terminate their employment during the probation period for any
reason or without stating a reason. However, an employer cannot terminate employment during the
probation period during the first 14 calendar days of temporary sickness leave (quarantine) of an
employee.
11.2.5 Employment for a definite period
If an employee continues to perform his/her work after the expiry of the agreed period of time with
the awareness of the employer, it is employment for an indefinite period.
Summary of terms
Employment – is a contractual relationship between an employer and an employee, whose subject is
the work an employee commits to perform for an employer in return for wage/salary.
Questions
1. Can an employment contract be concluded orally?
2. What are the legal requirements of an employment contract?
3. When is an employee in the so-called protection period?
52
12 CONTRACT OF SERVICES, CONTRACT FOR WORK
Study time
45 min
Objective
After studying this chapter:
you will know when it is possible to conclude a contract for work or a contract of
services
Explication
12.1 CONTRACT FOR WORK
Agreements outside employment make it easier to provide jobs than signing a conventional contract
of employment. Employees can be quickly recruited and quickly dismissed without any major
administrative requirements. On the other hand, the employee loses a number of advantages in
comparison to the contract of employment.
A contract for work allows a significantly larger scope of work, up to half of the assigned working
hours. By default, it is possible to work up to an average time of 20 hours a week for one employer.
The compliance with this limit is assessed for the entire duration of the agreement, but no longer
than for 52 weeks. It is therefore possible for an employee to work for more than 20 hours a week in
some weeks if he works less in other ones.
From the perspective of the deductions for health and social insurance, a contract for work follows
the same rules as an employment contract, which means that the health and social insurance must
be deducted. The insurance is not paid only if the employee's income does not exceed the amount of
2,500 CZK per calendar month.
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12.2 CONTRACT OF SERVICES
A contract of services is the easiest way to employ a person. It is possible to perform up to 300 hours
of work in a calendar year for one employer on the basis of this contract. The biggest advantage of
this contract is in the area of health and social insurance deductions. If the amount of remuneration
does not exceed 10,000 CZK per calendar month, health and social insurance is not deducted. The
remuneration is only subject to income tax. The employer therefore pays less for the employee and
the employee receives a higher net income.
(Author´s note: There are practically only two significant differences between the contract for
work and the contract of services, namely the amount of work that can be performed based
on them and the amount of deductions for health and social insurance. If your monthly
remuneration does not exceed 10,000 CZK, it is more beneficial for you and your employer to
conclude a contract of services. In the event that you work for 300 hours in a calendar year, it
is possible to conclude a contract for work for further work.)
Questions
1. What is the difference between a contract of services and a contract for work?
54
13 LIABILITY OF AN EMPLOYEE FOR DAMAGE
Study time
25 min
Objective
After studying this chapter:
you will know when an employee is/is not liable for damage caused to an employer.
Explication
An employee is in principle liable only for the damage he/she has caused (subjective liability). There
must be a causal nexus between the damage and the breach of duties of the employee.
An employee is liable for damages only to the employer and not to a third party suffering damage.
(Example: A doctor employed in hospital has caused harm to a patient as a result of wrong
diagnosis and treatment. However, the hospital, i.e. the doctor's employer, is liable for the
harm caused to the patient. The doctor is liable only to his employer- hospital and only to a
limited extent).
Besides the aforementioned general liability, there is also special liability for damage caused by
employees:
a) Liability for failure to avert damage.
b) Liability for a deficit in case of entrusted values the employee is obliged to account for (but
he/she must assume this liability in writing and the employee must be 18 years or over)
entrusted values: cash, valuables, goods, material stock and other values which are subject to
sales or circulation
c) Liability for loss of entrusted objects.
Limited liability for damage – protection of employees
55
An employee can primarily make good the damage by returning it to the previous state. If he/she
fails to do so, a monetary compensation is applied. The amount of damages is governed by the
following rules:
for damages caused by negligence, the employee will bear a loss up to 4.5 multiple of the
average monthly salary the employee had reached before he/she caused the damage,
damage caused in the state of drunkenness or under the influence of abused drugs, the
employee bears the loss to full extent,
in the case of a deficit of entrusted values or loss of entrusted items, the employee in liable to
full extent,
in case of damage caused intentionally, the employee bears the loss to full extent and the
employer may also require the employee to bear the loss of profits.
Summary of terms
Subjective liability - the employee is liable only for the damage he/she has caused.
Special liability – e.g. the liability for the loss of entrusted objects.
Questions
1. Is the employee´s liability for damages limited?
2. To what extend does the employee bear a loss caused by negligence?
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14 WORKING TIME, HOLIDAY
Study time
105 min
Objective
After studying this chapter:
you will know the working time duration, when the entitlement to holiday arises,
etc.
Explication
14.1 WORKING TIME
14.1.1 Working time duration
The working time duration is determined by the time units - hours in relation to the calendar year -
week. Breaks for meals and rest are not included in the working time. Maximum allowable weekly
working time is stipulated by law to 40 hours.
In case of employees below 18 years of age, the working shift duration on the individual days must
not exceed 8 hours, and in more basic labour relations the total weekly working time duration must
not exceed 40 hours per week.
This maximum working time duration defined directly in the Labour Code is called the designated
weekly working time.
Besides this weekly defined working time, the Labour Code also distinguishes the so-called shorter
working time (§ 80), in practice known as "part-time work".
14.1.2 Working time account
Working time account is a way of working time allocation which can be introduced only in a collective
agreement or in an internal regulation of an employer with no active trade union. When applying the
57
working time account, the employers are expected to assign work to employees in such an extent to
meet their needs and the working time duration will vary in different weeks.
A condition to be met for the application of working time accounts is its arrangement in the
collective agreement or its determination in an internal regulation of the employer, where there is
no trade union.
(Author´s note: The Labour Code specifically excludes, e.g., state, municipalities, allowance
organizations, and schools from the application of a working time account).
14.1.3 Overtime work
Overtime work occurs when the following three conditions are met - work carried out by an
employee:
1. at employer´s bidding or with employer´s consent,
2. over the defined weekly working time arising from the predetermined distribution of
working time,
3. work performed outside the work shifts schedule. An employee is entitled to a wage and a
bonus of at least 25% of his/her average earnings for overtime work, unless the employee
and the employer agree on using time off in lieu in the extent of the overtime work.
14.1.4 Night work
Night work is work performed between 10 pm and 6 am. The shift duration of an employee working
at night must not exceed 8 hours within 24 consecutive hours, if it is not possible for operational
reasons, the employer is obliged to schedule the weekly working time in such a way to make sure the
average shift duration does not exceed 8 hours over a period not exceeding 26 consecutive weeks.
The calculation of the average shift duration of an employee working at night is based on a five-day
working week, e.g., three 12-hour shifts a week are distributed into 5 days.
14.1.5 On-call working time
On-call working time is the time during which an employee is ready for an eventual work
performance according to the contract of employment, which must be carried out in an emergency
beyond his/her working shifts schedule. On-call working time may occur only at another place agreed
with the employee, different from the employer´s workplaces.
On-call working time is subject to an agreement between the employer and the employee.
58
The employee is entitled to a wage or a salary for work performed during on-call working hours.
Performance of work within the scope of on-call working time over the weekly working time is
overtime work, and it is included in the overtime work limits. When ordering on-call working time
agreed by the employee, the employer should therefore take into account whether such an
employee can perform the work with respect to the limits stipulated for the performance of
overtime work in the event that such work is necessary.
On-call working time during which there is no performance of work will not be included in the
working time.
14.2 HOLIDAY
According to § 211, the Labour Code distinguishes 3 types of holiday provided that certain conditions
have been met:
holiday during a calendar year or its aliquot part
holiday for the days actually worked
additional holiday.
An employer may commit an administrative offense under § 29 of Act no. 251/2005 of the Coll., on
Labour Inspection Act by violating the provisions of the Labour Code.
A holiday week means seven consecutive calendar days.
Summary of terms
Working time duration – the scope is 40 hours per week.
During a holiday, the employee is entitled to wage or salary compensation in the amount of his/her
average earnings.
Questions
1. Define shorter working time.
2. What is the condition for the application of working time accounts?
3. What is the length of holiday according to § 213 per calendar year?
59
15 OBSTACLES TO WORK ON THE EMPLOYER´S AND
EMPLYEE´S PART
Study time
40 min
Objective
After studying this chapter:
you will know when there are obstacles to work on the employee´s and when on the
employer´s part.
Explication
Obstacles to work are facts that prevent employees from performing their work in the specified and
scheduled working time for a limited period of time. The Labour Code defines the cases when the
employer is obliged to excuse the absence of employees at work, and the cases during which
employees are entitled to time off work for defined reasons. The entitlement to time off work is
generally associated with the entitlement to compensation of wage or salary in the amount of
average earnings. The compensation of wage or salary for the time missed due to obstacles to work
is paid during the pay days designated for the payment of wages or salaries.
Other cases of time off, e.g. annual holiday, public holidays, break at work, and time off in lieu for
overtime or work during public holidays are not obstacles to work. In these cases, they are planned
definitions of working time and rest anticipated by the Labour Code.
15.1 OBSTACLES TO WORK ON EMPLOYEE´S PART:
Obstacles on the employee´s part are:
important personal obstacles
quarantine
maternity or parental leave
60
temporary sick leave according to special regulation
treatment of child below 10 years of age
treatment of a household member in specified cases (§ 39 of the Health
Insurance Act)
obstacles at work due to public interest.
If an employee is aware of an obstacle to work in advance, he/she has to ask the employer for time
off work early enough. In case of an urgent important personal obstacle to work the employee was
not aware of in advance, e.g. sudden illness or injury, the employee is not obliged to inform the
employer about this obstacle to work in advance, but is obliged to do so without undue delay after
its occurrence. Legal and natural persons are obliged to provide the employees with the necessary
assistance in these issues (proving the existence of the act, or its duration).
If an employee misses a major part of his/her shift without any excuse in the calendar month in
which he was given time off work, or if an employee fails to return back to work after the expiry of
his/her time off without a serious reason, he is not entitled to any wage or salary compensation.
Shorter missed parts of individual shifts without an excuse are added together.
A strike or a closure represent a special kind of obstacle to work on the employee's part, however, it
is not regulated by the Labour Code. The legislative regulation of strikes and closures, including the
associated compensations, is contained in the Act no. 2/1991 of the Coll., on Collective Bargaining, as
amended.
15.2 OBSTACLES TO WORK ON EMPLOYER´S PART:
Obstacles on the employer´s part are:
downtime
interruption of work due to adverse weather conditions or a natural disaster
other obstacles to work on employer´s part.
Summary of terms
Strike – according to labour law, it is an obstacle to work on the employee's part, for which he is not
entitled to wage or salary compensation.
61
Closure - a closure is initiated by an employer and the employees are entitled to part of their average
earnings.
Questions
1. What can be the obstacles to work on the employee´s part?
2. What can be the obstacles to work on the employer´s part?
62
16 REFERENCE SOURCES
Reference sources
[4]Rozehnal, Aleš. Obchodní právo. 1. vyd. Plzeň : Aleš Čeněk, 2014. 730 s. ISBN 978-80-7380-524-1.
[2]Gerloch, Aleš. Teorie práva. 6. vyd. Plzeň : Aleš Čeněk, 2013. 310 s. ISBN 978-80-7380-454-1.
[1,3]Gongol, Tomáš a Münster, Michael. Obchodní právo. Karviná: Slezská univerzita v Opavě, 2014.
139 s. ISBN: 978-80-7248-997-8
Bejček. J. a kol., Základy obchodního práva pro ekonomy, EkF VŠB TUO 2002, ISBN 80-248-0167-1
Faldyna, F. a kol. Obchodní právo, Meritum, ASPI 2005, ISBN 80-7173-449-6
Bělina, T. a kol. Zákoník práce, komentář. 2. Vydání, Nakladatelství C.H. Beck, ISBN 978-80-7400-290-
8
Act no. 89/2012 of the Coll., the Civil Code
Act no. 90/2012 of the Coll., on Business Corporations
Act no. 182/2006 of the Coll., on Bankruptcy and its Settlement Methods
Act no. 262/2006 of the Coll., the Labour Code
Act no. 2/1991 of the Coll., on Collective Bargaining
Act no. 118/2000 of the Coll., on The Protection of Employees in Case of Employer's Insolvency
Act no. 251/2005 of the Coll., on Labour Inspection
Legal enactments according to the instructions of the teacher