AK Pajerová: Corporations' Obligation to Establish Website

One of the changes to be brought up by the new Business Corporation Law (BCL) anticipated to enter into effect on 01 January 2014 will be the obligation of joint-stock companies to establish and operate their website.

The company shall publish its basic identity data (i.e. firm, registered office, corporate Id. No. and information of its entry in the Commercial Register) and many other pieces of information to be notified by publishing on website, and such publishing will often substitute the act of delivery.

For more information on the new obligations, see Section 79, Section 91(1), Section 290 (2), Section 358 (2), Section 362, Section 379 (1), Section 407, Section 406, Section 425, Section 436 (1), Section 636 (1), Section 562 (2) of BCL.

The company shall publish the obligatory information immediately after its formation and then as required, in a manner allowing for remote access free for the public, so that the information is available in a simple manner after entering electronic address (hereinafter referred to as the “website“).

It is also worth mentioning that if a limited liability company has or establishes its website, the provisions on website shall similarly apply and limited liability companies, too, will have a new major package of obligations to fulfill.

As an example, there are some data to be obligatorily published by joint-stock companies “on” or “also on” their websites:

• Obligation to notify of an existence of a concern
• Obligation of the joint-stock company´s board of directors to notify the information concerning securities (such as priority debentures, privileges etc.)
• It shall apply that an explanation of matters concerning the company or company-controlled persons to a shareholder was provided also when such information was published on the company´s website latest upon the day preceding the day of the general meeting and is available to the shareholder at the place where the general meeting is held
• If an invitation to a general meeting is published on the company´s website at least 30 days before the day of holding the general meeting, such invitation is deemed delivered to shareholders holding bearer shares. The invitation must be published at the company´s website until the moment of holding the general meeting
• If the company publishes its annual financial statements at least 30 days before holding the general meeting and until 30 days after approval or disapproval of the financial statements, it shall be no longer obliged to publish it in any other way provided by the law.

Cooperatives are provided with an option by the law to determine in the approved articles of association that their official boards will be operated through the website. If the cooperative´s articles of association contain such provisions, the invitation to a members´ meeting might be published on the Internet and if published in such way at least 15 days before holding the members´ meeting and remains published until holding the meeting, such invitation is automatically deemed delivered.

Should you be interested in our offer or should you have any questions, please feel free to contact us.

JUDr. Vladimíra Pajerová, Attorney-at-law

www.advokatky.cz