Commercial law
Commercial law: companies, contracts, receivables
I advise businesses on forming and changing a company, on contracts with business partners and on recovering debts. I prepare contracts and terms to fit your business and with regard to the risks that can be foreseen in advance.
Business activity means a continuous activity carried out independently by an entrepreneur in their own name and at their own responsibility for the purpose of making a profit.
How it works
Company, contracts and receivables in practice
A limited liability company comes into existence by entry in the commercial register, which is kept by the district court. The application is accompanied by documents proving the formation, such as the memorandum of association or founder's deed, proof of the registered office and details of the managing directors.
To carry on trade-licence activities the company also needs a trade licence. Changes to registered data, for example the registered office or a managing director, are entered in the register on application; until the entry is made, the data in the register does not change.
Business contracts and general terms and conditions are meant to prevent ambiguity. What matters is the subject of performance, the price and due date, time limits, liability for defects, the contractual penalty and the way disputes are resolved.
When recovering a debt between businesses I usually proceed from a reminder through a pre-action demand to a claim. On late payment the creditor may claim default interest; the limitation period in commercial relations is as a rule four years.
- Commercial register
- Kept by the district court
- Formation of the company
- On entry in the commercial register
- Memorandum of association
- Officially certified signatures
- Limitation period
- As a rule four years
What I handle
From forming a company, through everyday contracts, to recovering debts and disputes.
Forming a limited liability company
I prepare the memorandum of association or founder's deed, appoint the managing directors and prepare the application for entry in the commercial register. I explain the duties regarding contributions, the registered office and the trade licence.
Commercial register changes
I prepare a change of registered office, managing directors, members or scope of business, including the members' resolution and the application to register the change. I also help with the transfer of a business share.
Business contracts
I prepare supply contracts, contracts for work, service agreements and other contracts with business partners. I point out provisions that carry risk, such as contractual penalties and liability for defects.
General terms and conditions
I draft terms for your service or online shop and assess how they become part of your contracts. For consumers I take account of the special rules on consumer protection.
Debt recovery
I prepare a reminder and a pre-action demand and represent you when recovering debts between businesses. I also assess default interest and the limitation period.
Business disputes
I represent you in disputes arising from contracts between businesses and between company members themselves. Before a claim is filed, I assess the evidence and the possibility of an agreement.
Related
Related services
Some tasks recur across several areas. For these I can help on their own, even if you do not need representation in the whole matter.
- Contract drafting
Preparation and review of contracts to fit your situation. I set out the agreed terms clearly, including time limits and the consequences of breach.
Common questions
What is needed to form a limited liability company?
Mainly a memorandum of association or founder's deed, a managing director, a registered office, the amount of share capital and contributions, and an application for entry in the commercial register. The company comes into existence on the date of entry (section 56 of the Commercial Code).
Which changes are entered in the commercial register?
The data set out by law, for example the business name, registered office, scope of business, managing directors and members. The register records a change on application, accompanied by documents proving the change (Act No. 530/2003 Coll. on the Commercial Register).
When do general terms and conditions form part of a contract?
If the contract refers to them and the parties have agreed to them (section 273 of the Commercial Code). I recommend giving them to the other party before the contract is concluded. Special rules apply to consumer contracts.
What is the limitation period for commercial receivables?
Unless the law provides otherwise, the limitation period in commercial obligations is four years (section 397 of the Commercial Code). It is therefore advisable to pursue a receivable in good time.
Can one person form a limited liability company?
Yes. A sole founder prepares a founder's deed in the form of a notarial record; several founders conclude a memorandum of association. Before the application for entry is filed, I will go through the details of contributions and managing directors with you.
Is a member or a managing director liable for the debts of a limited liability company?
The company is liable for its obligations with all of its assets. Members are liable only up to the amount of their unpaid contributions (section 122 of the Commercial Code). A managing director is liable for damage caused by a breach of duties in office, but as a rule is not liable for the company's debts.
Write to me about your company
Describe what you need: formation, a change, a contract or debt recovery. I will send you a list of documents, propose how to proceed and explain the time limits that must be met.