Restriction of the guardian’s legal declarations
One important element of the amendment is the enhanced protection of the assets of incapacitated adults. According to the new provision of the Civil Code, a legal declaration made by the guardian of an incapacitated adult is null and void if the guardian, to the detriment of the ward’s assets, assumes an obligation for another person’s debt without consideration, waives rights without consideration, or – except for the exceptions specified by law – makes a gift.
The purpose of the regulation is to prevent the guardian from making legal declarations that would unjustifiably reduce the ward’s assets or encumber them free of charge in favour of others. The provision also extends to cases where the guardian consents to the legal declaration of a person whose legal capacity is restricted in respect of property matters, thus the protection extends not only to fully incapacitated persons but also to persons whose legal capacity is partially restricted.
The practical significance of the amendment lies in the fact that such legal declarations are automatically considered null and void; therefore, they are incapable of producing legal effects, and no separate procedure is required to establish their invalidity.
Clarification of the interruption of the limitation period
The amendment also clarifies an important case of the interruption of the limitation period. A new element is that the limitation period is interrupted by the enforcement of a claim through enforcement proceedings if, in the given case, the initiation of enforcement does not require a prior court proceeding and the ordering of enforcement actually takes place.
This amendment is particularly significant for creditors, as it makes it clearer which procedural acts interrupt the limitation period.
Amendment of the rules on the transfer of rights
The general rule concerning the transferability of rights in the Civil Code has also been amended. Under the previous rule, a right could be transferred unless legislation excluded it or the non-transferability followed from the nature of the right.
In contrast, the new provision states that the holder of a right may transfer that right to another person if this is permitted by legislation or if the transferability of the right follows from its nature. The change reverses the logic of the regulation: the establishment of transferability now requires a positive legal basis.
This amendment may be particularly significant in the transfer of claims and other proprietary rights, and it is expected to raise issues of interpretation in legal practice.
Changes in the rules on participation in business associations
The amendments in company law clarify the restrictions relating to members of business associations. Under the previous regulation, a person who was subject to a disqualification could not be a member of a business association (with the exception of public limited companies). The new rule partially relaxes this: a person who is subject to a disqualification may not become a member with unlimited liability in a business association (with the exception of public limited companies); however, it also partly tightens the rule: a person who is subject to a disqualification may not acquire a majority influence in a business association either (with the exception of public limited companies).
The purpose of the amendment is to ensure that a person who has been prohibited by a court or authority from engaging in economic activities cannot participate in the operation of business associations in a decisive manner.
Stricter rules for ordering supplementary contributions in private limited companies limited by shares
A new rule applies to supplementary contributions in private companies limited by shares. The law provides that the ordering of supplementary contributions and the determination of their conditions require a unanimous resolution of all shareholders, and no deviation from this rule is permitted.
This constitutes a significant change in the relationship between shareholders, since the obligation to make supplementary contributions directly affects the assets of the shareholders. The requirement of unanimity serves the protection of minority shareholders and prevents majority owners from unilaterally obliging the minority to make additional payments.
Sale of quotas in enforcement proceedings
A new provision regulates the sale of quotas in enforcement proceedings. The regulation clarifies that as a result of the sale by auction, the auction purchaser automatically becomes a member of the company. The bailiff notifies the managing director of the company by sending the auction minutes, and the managing director is obliged to record the change of membership in the register of members within eight days.
The purpose of the provision is to accelerate the procedure and to ensure a clear legal settlement of the acquisition of quotas during enforcement proceedings.
Summary
On the basis of the amendments, among other things, the protection of persons under guardianship is strengthened, the rules of company law become clearer, the rules on the interruption of limitation periods become more precise, and new provisions have been introduced regarding the sale of quotas in enforcement proceedings. The amendments therefore strengthen legal certainty and the protection of assets in several areas, making economic and civil law relations more transparent and predictable.
