Smlouva o prodeji podniku versus zákaz přenosu daňové povinnosti
Enterprise sale contract versus prohibition of tax duty transfer

Summary/Abstract: Enterprise sale contract regulated by the provisions of Sections 476 and the following ones of the law no. 513/1991 of the Collection, of the Commercial Code, in the wording of later amendments, represents a special type of purchase contract. This contract makes it obligatory for the selling party to transfer pro­perty right to movable and immovable property, other rights and other property values that enable one to run the business, to the purchaser. The transfer takes pla­ce on a payment. On the grounds of this contract the purchaser must not only pay the agreed on price of the subject of such an obligation - i.e. the enterprise. The purchaser must also accept all obligations related to this enterprise. According to the provisions of Section 476/ Par. 1 of the Commercial Code the purchaser acquires all rights and obligations relevant for the sale. The enterprise sale contract makes it obligatory to transfer only obligations resulting from obligation relations falling within the scope of private law. The ques­tion whether their character is or is not a commercial one is irrelevant here. The enterprise sale contract do­es not transfer any duties falling within the scope of public law.Given the different character of the above mentioned obligations it may well be said that the provisions of Section 477, Par. 1 of the law no. 513/1991 of the Collection, of the Commercial Code, in the wording of later amendments, are not in lex specialis relation to the pravisions of Section 45 of the law no. 337/1992 of the Collection, concerning tax and fee administration, in the wording of later amendments.

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