NA POMEDZÍ KOGENTNOSTI A DISPOZITÍVNOSTI KORPORAČNÉHO PRÁVA
In-between mandatory and default rules of company law
Languages of publication
Formation of a company is usually characterized by excessive formalism and lengthy process, mainly due to inevitable proper control of tailor-made articles of association by public authorities. Lately, several European states have been inspired by the British model of standardized articles of association which may provide for certain benefits. The benefits combine primarily the effect of simplifying and accelerating the process of company formation and the reduction of initial transaction costs. The main aim of this contribution is to analyze various tools of standardized company formation, identify and evaluate advantages and disadvantages of particular national model articles of association and examine the scope of contractual autonomy left to company founders initially (in the setting-up process) or ex post (after the registration of a company). Moreover, model articles of association are analyzed as optional or obligatory tools, and also as a result of autonomous system of mandatory and default rules, which do not need to correspond with the nature of legal regulation (e.g. possibility to transform default rule into mandatory rule within model articles of association). Furthermore, the author introduces possible solutions for the Slovak legal order.
383 – 396
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