JŠK Legal Flash
The duty to register the ultimate beneficial owner in the Slovak Commercial Register is approaching. What about the Czech Republic?
By 31 December 2019 most legal entities registered in the Slovak Commercial Register must file for the registration of their ultimate beneficial owner (i.e. an individual holding at least a 25% direct or indirect share in the voting rights, economic benefits or registered capital of the legal entity or otherwise controlling such entity). If such an individual cannot be identified, the legal entity's top management will be deemed to be the UBOs. The registered data are currently not accessible to the public, but only to public administration subjects (including courts and tax offices).
In the Czech Republic the deadline for registration of UBOs expired on 1 January 2019, but there are no direct sanctions for non-compliance with these rules. This should change with the new bill on the register of UBOs, which should introduce not only penalties of up to CZK 500,000, but also prohibit unregistered UBOs from exercising their voting rights and participating in dividends or other distributions. The draft bill is currently in the early stages of the legislative process.
Goods stacked on the shelves in a self-service shop can be subject of the material liability agreement
Goods that are stored in a shop are, by their nature, intended for turnover or circulation, irrespective of which part of the shop they are in. Employee does not lose the possibility of personal disposition of goods merely because they are „stacked“ on the shelves of a self-service shop. Section 252 Article 1 of the Labour Code contains only non-exhaustive list of values related to material responsibility. The "personal disposition" option is not exhausted exclusively by the option where the responsible employee excludes other persons from the possibility to dispose of the goods, but also when the goods are accessible in such a way that customers can choose and serve themselves under the supervision of a responsible employee.
(Judgement of the Supreme Court 21 Cdo 492/2019 of 23 July 2019)
When in doubt, cadastral register records need to be verified, one cannot rely on good faith
The Supreme Court has recently decided under what conditions can a pledgee acquire the right of pledge ownership from pledger who is contrary to reality registered as the real owner in the cadastral register. Although common caution does not fundamentally include an obligation to take action to verify correctness of the record in the cadastral register, in this case the pledgee was aware of the circumstances that should have raised doubts about the correctness of the record. If such information is known to the acquiring person, one cannot invoke good faith in the cadastral register without verifying those circumstances. Those circumstances may include a notice of dispute, ongoing legal proceedings to determine property rights or other material facts, for instance material facts ascertained in the course of legal due diligence.
(Judgement of the Supreme Court 21 Cdo 4540/2018 of 25th June 2019)