AD LEGES was established by three lawyers whose carriers were formed and developed in one of the biggest law firms in the Czech Republic. While working there we focused mainly on the company law, mergers and acquisitions, always taking into consideration tax matters. We have experience with structuring complex multinational transactions, with implementing all types of transformations of the companies, including classic corporate changes.
We provide all services as a small law office which focuses on having a personal approach to its clients.
The mixture of knowledge of all legal and tax matters enables us to have not only legal but also an accounting and tax overview of every transaction.
The remuneration for our services is comprehensible and is agreed beforehand and so you will not be surprised by any unexpected costs.
We are flexible and always reachable. We would be happy to meet you in our offices in Prague and Brno, or elsewhere.
Our aim is to provide services to our clients long-term and lead them through the issues in given sphere of law which is expressed also by our motto: Working with you.
We will assess all the risks and set efficient rules for internal operations and controls within the company, mainly with respect to eliminate any potential liability of the company, members of its bodies and employees.
We will prepare training courses for employees and adequate internal regulations, including the Code of Ethics.
Within the corporate compliance, we will set rules for internal decision-making processes, which may limit the potential liability of the statutory and other bodies of the company for damage caused in the exercise of functions.
We will advise you the best option for the start of your business.
We will be available if you need to implement any corporate changes (typically changes in the appointment of corporate bodies, amending articles of association or for example a mere issue of the proxy).
In case you need to make any changes in the capital structure of the company, we will advise you which option is the most efficient in terms of taxes and convenient from both a legal and economic standpoint.
We will manage increase or decrease of registered capital.
We will set tax effective financial flows into and out of your company.
We will also assist you in the case of potential liquidation of your company.
When you expand your business successfully to more spheres, we will prepare the most efficient tax structure for your group of companies, mainly with respect to risk mitigation within each sphere of your business.
We will set effective financial flows within the group.
If necessary, we will prepare an effective model of restructuring, including implementation of all types of transformation of company, always with respect to the assessment of all related legal and tax aspects.
You won´t need to contact legal, tax and accounting advisors – we will assess all aspects of each transaction and prepare it to be convenient and efficient in all aspects.
In order to make your business work, we will set clear rules for the management of your company and profit distribution.
Within an agreement between shareholders, we will establish functional principles for the exit of shareholders, options, and the right of pre-emption or breaking the deadlock.
If you decide to motivate your key managers to work on the development of the company, we will prepare a tailored option or another managerial incentive programme which will be tax efficient as well.
In case you have any disputes with your partners, we can advise you how to proceed and which steps are to be taken, whether you are a majority owner or owner of a small share.
In the event of a dispute of shareholders, we will represent you at general meetings as well as in court.
We will arrange implementation of both direct and indirect squeeze-out.
Division of a company is a very popular transaction, particularly with the intent to diversify associated risks in case the company's activities grow.
Pre-acquisition spin-off might be the best option for setting conditions for the sale of part of a company’s assets.
Thanks to our broad experience with this type of transformation, we are able to implement a spin-off from the legal standpoint, but also to guarantee that the transformation will not have any negative impact in terms of accounting.
We will guide you through the process of selling or buying shares in a company from initial due diligence through the settlement of the transaction, whether it is your first transaction, or you conduct ten transactions per year.
We can assess a tax-optimal model of the acquisition process and related steps, such as post-transaction merger, or pre-transaction spin-off – we don´t look at the transaction only as a lawyer, but also as a tax consultant.
Consolidation or incorporation of companies within the merger process is one of the possible options for optimizing the operation of a group of companies or in less common cases for joining competing entities.
Thanks to our broad experience with this type of transformation, we are able to implement a merger from the legal standpoint, but also to guarantee that the transformation will not have any negative impact in terms of accounting.
We will also advise you whether to implement a merger with or without valuation, whether to determine the merger date beforehand or afterward as well as when to enter the merger in the Commercial Register.
Change in legal form may be part of a broader restructuring, especially when a different legal form is more appropriate for the intended actions.
Change in legal form is used to improve tax efficiency, reduce risks or to implement a more convenient setting of relations between the shareholders.
As a separate process, the change in legal form is carried out under similar conditions as other types of transformations, the position of shareholders change only in terms of internal organization of the company.
The success of M&A transactions inter alia depends on their tax assessment and setting.
We provide tax-efficient structuring of acquisitions for both the sellers and buyers and their financing, whether it is a legal form of sales (share deal / asset deal), utilization of tax loss, solutions of low capitalization, tax deductibility of acquisition interest or a future depreciation of purchased assets.
We provide recommendations even during intragroup and post-transaction restructuring consisting mainly of the transformations of companies.
Besides a wide range of corporate benefits, holding structure also offers many tax benefits whether in terms of income distribution, financing or sale of assets.
We prepare tax analysis, design and implementation of the holding structures in the Czech Republic and abroad in order to streamline the business, diversify and eliminate tax risks.
The result of our services is the tax rationalization of business of groups, particularly with regard to the taxation of dividends, capital gains, interests or royalties.
The ability to use all procedural options while considering the substantive context of tax law is crucial when dealing with tax authorities.
We represent clients before tax authorities during tax inspections, procedures for removing doubts and before the administrative courts.
We also represent clients within criminal tax law before the prosecuting authorities and offer the best defence mechanisms including the active repentance institution.
We provide consultancy in the area of value-added tax, e.g. in real estate transactions, use of group registration or the establishment and implementation of consignment stock.
We also focus on a specific part of the administrative proceedings in VAT – the approach of the tax authorities in prosecuting so-called carousel fraud, where are often sanctioned taxpayers who did not deliberately participate in such fraud.
Besides representation in tax proceedings and frequently used hedging orders we also offer a prevention programme that minimizes the risk of sanctions from the tax authorities.
We are highly experienced in the field of excise duty, particularly with the implementation of tax warehouses or conditional tax exemption.
We provide advice on property taxes, particularly focusing on real estate transfers.
In the area of personal income tax, we focus mainly on business income and their transformation into tax-efficient structures.
A substantial part of our service covers issues of income from employment, whether it concerns employees or members of statutory and supervisory bodies.
An integral part of our service is consulting in the field of international mobility of natural persons including advice on foreign employees, sending employees abroad and employment in several countries, including issues of social and health insurance.
The Insolvency Act allows within the meeting of creditors, which closely follows the review meeting, to remove the court-appointed insolvency administrator from office and elect a new insolvency administrator.
If you are a creditor applying claims in insolvency proceedings, you have the power to enforce at a meeting of creditors the appointment of an insolvency administrator chosen by you.
In regards to the authorization to act as insolvency administrator, we will provide transparent insolvency proceedings, including the application of our long-held experience in both legal and economic consultancy.
As a law firm, we offer representation in insolvency proceedings.
Our services include assessment of the debtor situation, processing, and filing of insolvency petition, claim registration, and representation in creditors' committees or representation in incidental disputes.
Reorganization in insolvency proceedings offers the possibility to ensure the continued functioning of the indebted company.
The basis for the implementation of reorganization is a reorganization plan which we can prepare for you, whether you are in the position of debtor or creditor.
Payment of dividends requires among other things, the performance of so-called insolvency test. Otherwise, the statutory bodies may be responsible for unauthorized payments.
The statutory bodies are accountable even the in case of late registration of an insolvency petition.
We can provide an insolvency test which can significantly minimize the above risks.
Private assets may be represented by a number of corporate and real estate assets that generate profits, but also risks.
It is therefore very important to set a tax-efficient structure of the assets, including minimizing business risk on the part of the owner.
A common form of restructuring of family businesses is to create a holding structure, which allows easy management of family assets, a fair distribution of the yield among family members, and also paves the way for the transfer of assets to the next generation.
You do not need to seek a financial, tax and accounting consultant – we consider each restructuring from all angles and prepare it to be a win-win situation for you, including a tax-optimal setting.
In the context of creating ownership structures, we use not only the possibilities of purely corporate law but also trust funds, foundations and foreign entities.
A prosperous family business nowadays aims to ensure that the transition to the next generation does not endanger its functioning and also is fair and tax efficient.
For this purpose, we will advise you how to ensure the security of your descendants and other family members and a smooth transfer of the company and other family assets into their hands using the institutes of inheritance and corporate law.
In the event that the management of the company should remain in the roles of key executives, we will prepare a customized option or other management incentive programme, which will be also tax-efficient.
We prepare contracts for transfer, lease or leasehold of real estate, construction contracts and other types of real estate documents.
We will represent you in the planning and construction proceedings.
We also provide advice on the financing of real estate projects and the provision of real estate collateral.
We ensure escrow of financial assets.
Regarding the transfer of real estate, we will find legally and fiscally optimal solution for you.
We prepare employment and other contracts pursuant to the employment law.
We will represent you in labour disputes, whether you are the employee or the employer.
We will set a tax-efficient model of remuneration of board members.
If you decide to motivate your company's key executives to further development, we will prepare a customized tax-efficient option or other management incentive programme.
We also prepare internal regulations or codes of ethics.
We provide consultancy in the preparation of contract documentation as well as its revision.
We also prepare and revise general business terms and conditions.
We can provide trainings on contractual rights for company employees.
In the case of litigation, we always assess the risks involved and then seek the optimal solution for the client.
If possible, we try to reach an amicable settlement which is usually the least expensive.
We represent clients in litigious and non-litigious proceedings at all instances.
After graduating from Masaryk University in Brno Michaela spent ten years of her professional life in the largest Czech law firm where she specialized first in real estate law and later in mergers, acquisitions and corporate law. She carried out all types of company transformations including cross-border ones. She has practical experience in the area of IPO and more complex corporate transactions with regulatory aspects. She also addresses relations between partners and different ways of solving disputes between them. Michaela also publishes and gives lectures on corporate law.
Honza graduated from Law at Masaryk University and from Taxation and tax policy at the University of Economics. During his career in Generali PPF Holding, he was responsible for fiscal management of Generali PPF group. Since 2010 he worked in the largest Czech law firm where as a senior lawyer was responsible for tax department and for structuring major corporate, M&A and real estate transactions. He carried out all types of transformations including cross-border ones and participated in establishment and use of funds of qualified investors and trust funds. He was appointed insolvency administrator in 2016. Honza also publishes and gives lectures on corporate and tax law.
Michaela graduated from the faculty of Law at Charles University in Prague and then studied law for a year in Great Britain. She has spent the last eight years of her career working in the largest Czech law firm where she specialized in M&A, corporate law and transactions with tax implications. She focuses mainly on acquisitions, establishing holding structures or disputes between partners. She participated in more complex transactions such as IPO or cross-border transformations. Michaela further specializes in setting internal relations in the company and different ways to solve liability risks. Michaela publishes and gives lectures on corporate and business law. She was appointed insolvency administrator in 2019.
A joint stock company has achieved over the decades of its existence the value of millions of crowns and gathered a relatively high amount of retained earnings. However, it combines several different business activities (production of wheels, buttons, and wine), and owns all the properties the company uses in these areas. In this situation, it is necessary to separate the different business risks and mitigate the potential tax burden both on the company as well as the end owner.
The target owner establishes a new pure holding company, which will manage the investments in subsidiaries (production companies).
100% interest in an existing target company is transferred to the holding.
Subsequently the separation of individual business spheres (production of wheels, buttons, and wine) into separate subsidiaries is carried out. All property together forms another separated company. Creation of a holding structure resulted in the separation of various business risks – each subsidiary is a separate unit and if the manufacture of wheels does not go well, the field of buttons or wine is not influenced. Furthermore, this structure also protects property "parked" in a separate company which generates revenue from the rent. And at the same time, the rent is used as tax deductible expense for the manufacturing companies.
The ultimate owner can thus be paid from a holding company with substantial tax savings.
Minimizing the tax burden on the part of the holding owner.
Mitigation of business risks by their division into separate companies.
Reducing the tax burden on individual companies.
The client operates in the field of IT technologies and wants to motivate the key employees of the company to remain in the company.
To create a stock option plan for all defined key employees of the company, i.e. to enable these key employees to become shareholders of the company under predetermined conditions and after a predetermined period of time.
Preparation of option contracts in compliance with the general terms and conditions of the option plan.
Setting up a tax-efficient structure of the option programme.
Key employees as shareholders are motivated to increase the company's value.
Option plan is set up as tax-efficient.
Predetermined definite conditions for concluding option contracts simplified the whole process.
In the company were created different classes of shares which remain critical to ensuring the client's position in the company.
A foreign parent company was purchased by a competitor of its subsidiary in the Czech Republic. The aim was to integrate the two Czech companies into one unit, to reduce risks from the newly acquired company and to apply tax loss for the purchased company.
As a form of integration was chosen spin-off by acquisition into the original company, because risks associated with effects of the statutory body of the purchased company were identified within due diligence .
Subject to spin-off were such assets and liabilities to minimize transition of identified risks in the purchased company.
The purchased company was subsequently liquidated.
Properly set spin-off date of the distribution and the moment of registration in the Commercial Register allowed to forward tax loss of the purchased company and to extend the period of its application.
Potential risks, which would be transferred to an existing company in the case of a merger, stayed with the purchased company.
Tax loss of the purchased company has been applied in a profitable company and period of its application has been extended.
The client operates in investments into a start-up business and at the same time cooperates with numerous entrepreneurs - investors. The venture capital to the new start-up company is supposed to be set with regard to different objectives and the actual performance of individual groups of investors.
The first step was to evaluate the appropriate type of entry of all investors into the new company and create the basic conditions for setting relations between the shareholders.
Next, we created contractual documentation relating to the acquisition of a share in the company, raising the registered capital, or provision of monetary payments in favour of the equity of the new company.
We created contractual documentation relating to the position of all the shareholders in the company.
Shares of the new company were divided into different types, with regard to different share in profits and voting rights of all shareholders.
Relations between shareholders were clearly set before they joined the company, and the contractual documentation also addressed the so-called deadlock situations, i.e. a situation where the shareholders of the new company do not reach an agreement.
The different share in profits and voting rights were set for the shareholders to reflect their position in the company and different levels of their participation.
Three shareholders of a limited liability company end up in a deadlock when the shares and interests are split 50/50. The shareholders, however, agreed to buy out 50% of the shares of one of them, which will be implemented by a bank loan. After an uncomfortable shareholder is bought out, the two remaining ones wish to leave a minority share in the company to skilled managers.
The two remaining shareholders set a new special purpose vehicle (SPV), into which will be converted the share of an exiting shareholder. At the request of the bank to the SPV, they transfer also their own shares in the target company. This transaction can be carried out only if all legal proceedings, as well as, relations between the shareholders are settled.
Immediately after the transaction is carried out the merger by acquisition (the subsidiary of the parent company), when the target company ceases to exist and all the assets are transferred to the SPV. This ensures the tax deductibility of costs in the form of interest on acquisition loan, and among other things leads to minimization of risk resulting from any deficiencies in the historic transfer of shares in the company.
In order to ensure easier implementation of an employee stock ownership plan (ESOP), within the merger will be changed the legal form SPV into a joint stock company and the registered capital will be increased.
Ensuring tax deductibility of interest on an acquisition loan.
Preparation of the company for implementation of the employee stock ownership plan (ESOP).
Minimising costs by combining a merger with the change in legal form (and registered capital increase), compared to the implementation of two separate changes.
The client operates in the field of agricultural production and the annual general meetings of the company (legal form of a joint-stock company) are burdened by unfounded attacks of one of the minority shareholders against the company management.
Requirements of the minority shareholder to purchase his shares at favourable conditions proved unacceptable for the majority shareholder.
Given that the majority shareholder owned more than 90% of the registered capital and voting rights in the company, it was decided to squeeze-out all minority shareholders.
As a result of the squeeze-out, the majority shareholder became the sole shareholder of the company with unlimited decision-making rights.
The transition of property rights to the shares was automatic by law, without the need to enter a separate contract with each minority shareholder.
The displaced shareholders may hold any disputes almost exclusively in the field of evening up the share price, not about the transition of the ownership rights to the majority shareholder.
In the company has been a second tax inspection within several years for the area of tax on corporate income.
Within representation in tax proceedings were, alongside the substantive arguments, pointed to gratuitously repeated tax inspection in the same matter and in the same tax period.
The court agreed with the argumentation that for the second tax inspection is necessary to apply the principle of res iudicata and thus the issued demand for payment from the second inspection was cancelled.
The company reached the end of fiscal proceedings and cancellation of tax payment obligation stipulated within the unauthorized repeated inspection.
The joint-stock company whose shares are traded on a regulated European market intends to increase its registered capital and wants to do so by a cash contribution by a newly joined shareholder.
The newly issued shares are not to be traded on the stock exchange.
Since the shares are registered and traded on the stock exchange, the General Meeting is convened with all requirements of invitation set by the law on trading on Capital Market. An effective date is set for the vote at a General Meeting.
In order to issue the new shares as non-listed, (i.e. not traded on a regulated market) they must differ in at least one parameter from the current issue of shares (e.g. the nominal value).
Existing shareholders have a pre-emptive right to subscribe for new shares, but if they do not exercise this right, the shares will be offered to a predetermined candidate (newly acceding shareholder), who subscribes them in the contract of subscription of shares.
Since the company whose shares are admitted to trading on the stock exchange increases its registered capital , the increase in registered capital may become effective by subscription and payment of the prescribed part of the issue price, thus not only upon registration in the Commercial Register.
The increase of registered capital without the need to trade shares on the market.
Limited Liability Company is internally divided into two separate divisions, with a total of four directors who are authorized to act on behalf of the company on their own.
The aim is to limit the liability of directors of one division for business decisions and actions taken by the directors of the other division.
A collective statutory body (i.e. Board of directors) is created in the company , under which the powers and liabilities are divided into sectors, in our case into two divisions.
Each director takes decisions within his division independently, without co-decision powers of the directors of the other division. That goes hand in hand with the limitation of liability for decisions made by the director of the other division.
Liability cannot be ruled out totally and therefore certain control mechanisms are set between the directors as well as the possibility to "pull the emergency brake" if one of the directors breaches his obligations within his division.
However, acting on behalf of the company will not change, the division of liabilities will take effect only within the company and with regard to the possible liability of directors for damages.
Setting up effective internal operations without division of the company by cleavage.
The problem is solved by a simple corporate change with minimum cost.
The client sold a company, which owned a commercial property. The bank, which financed the buyer, demanded that the acquisition loan were secured by the assets of the purchased company .
The seller did not have confidence in the buyer and was not willing to encumber his property.
As it was not possible to use future lien, the sale was carried out with deferred payment.
Also, the effect of all reinsurance contracts was deferred to the same date.
The signing of documents representing financial assistance, as well as its approval, was arranged by the buyer.
It avoided a situation when there would be a burden on the sold assets and the seller would not be able to draw the money.
Till the date the reinsurance instruments came into effect it was not necessary to implement any additional steps, such as signing a future contract, and the buyer could immediately draw funds from escrow.
The financial assistance was established to the benefit of the buyer and thus he was responsible for any risks connected to it.
The company intended to temporarily employ a colleague from another Group company abroad. This employee, however, insisted on being insured under the rules of his country.
The employee was sent to a Czech company while remaining employed by his foreign company.
Both the foreign and Czech companies concluded a contract under which were invoiced the costs for the foreign employee to the Czech company.
Activities and authorization of foreign employee were formulated so that there was no risk of permanent establishment of foreign company in the Czech Republic.
The employee could work for the Czech company, but he retained the insurance from his home state. Also, the employee was subject to taxation in the Czech Republic, where the taxes are lower than in his home state.
The costs related to the employee were covered by the Czech company, which also benefited from the employee's performance in the Czech Republic.
In order to broaden his activities on the market, the investor is interested in putting venture capital into a limited liability company owned by a single natural person who is also a manager with significant know-how.
However, after a couple of years, this manager is willing to leave the business world and pursue his hobbies, and if possible with the highest possible "severance".
Nevertheless, the company has its main assets leased from a sister company which is not subject to the transaction.
The investor buys 51% shares in the company and subsequently provides a loan to the company for further business development.
The transfer of significant assets is a condition precedent of the transaction, as well as the settlement of relations with all related parties.
The managing director is obliged to act in the company for the next five years, after this period both parties have the option right for the remaining 49% shares of the shareholder – executive director.
The purchase price for the remaining shares will be determined by EBITDA, so the executive director is motivated to further develop the company.
Within the transaction is entered a standard agreement between shareholders, which sets the rules for the management of the company and eventual exit of shareholders, including eventual non-competition clause.
The transaction is performed in a manner to protect the main interests of the client.
Preventing a possible deadlock which would have an impact on the functioning of the company.
AD LEGES s.r.o., Attorneys-at-Law, having its registered office at Olivova 2096/4, 110 00 Praha 1, Identification no. 05353157, registered in the Commercial register administered by the Municipal court in Prague, file no. C 261954, VAT no. CZ05353157.
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