Jak převést nemovitosti vložené do základního kapitálu
The Supreme Court in its recent case law has expressed its opinion on the requirements for the transfer of real estate contributed to the share capital of companies (29 Cdo 2790/2012, dated 13 August 2014) In its decision, the court stated that if real estate contributed to the share capital is transferred, it does not require the consent of the general meeting. This was inferred by some from the fact that this transfer was supposed to be a reduction of the share capital, since these properties were actually contributed to the share capital. However, the share capital is only a monetary expression of the aggregate of the contributions in cash and in kind of all the shareholders and, as part of equity, is shown on the liabilities side of the balance sheet.
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When a company is formed, it is supposed to show how much internal resources the company has or how much value the assets contributed by the shareholders have. The transfer of the disputed real estate, which was previously contributed as a contribution in kind to the company, has no effect on the amount of the company's share capital, and its disposition is not restricted by the statutory regulation that entrusts the decision on changes in the amount of the share capital to the general meeting of the limited liability company or its sole shareholder. The share capital is not represented by the monetary values (in the present case, the immovable property at issue) which have been contributed (as a contribution in kind) to the company; it is merely a numerical expression of the value of the contributions in kind thus made. As can be seen, the share capital is a mere number, the value of which is increasingly losing its importance.
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