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.

24

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.

25

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.

45

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.

46

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.

48

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?

56

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