Promlčení práva kapitálové obchodní společnosti na splacení vkladu
Limitation of Capital Company’s Right to Require Payment of a Contribution

Summary/Abstract: One of the main obligations of shareholders of capital companies is the obligation to provide a contribution to the company’s share capital. This obligation corresponds to the company’s right to require payment of the contribution. Since the right to require the contribution is a right of a proprietary nature, the limitation of which is not excluded by law and for which no special limitation period is provided, it should, in accordance with Section 611 CC, be subject to the general limitation period under Sections 619 and 629 CC. In the present text, I examine whether teleological arguments can nevertheless be found which would support the conclusion that the right to require the contribution should not be time-barred. I conclude that the limitation of the right to require the contribution can conflict with the protection of the company’s creditors, but only if the company is bankrupt. Therefore, in order to ensure effective protection of the company’s creditors, it is not necessary to exclude the limitation of the right altogether, but only to restrict the right of a shareholder to argue that the obligation to provide a contribution is time-barred if the company is bankrupt and the right to require the contribution from the shareholder is exercised by the insolvency administrator acting with reasonable expediency. In such situations, it must be considered an abuse of shareholder’s rights, if they plead that the right to require contribution is time-barred.

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