Kateřina Eichlerová
Author’s affiliation: Faculty of Law, Charles University in Prague

The arbitration clause as a part of the memorandum of association

Jurisprudence 1/2018 Section: Articles Page: 3-16

Keywords: Arbitration clause, articles of association, specific kind of share(s)

Abstract: The author focuses on the issue whether an arbitration clause may be a part of the memorandum of association of a a limited-liability company or the articles of association of a joint-stock company. The key question is whether a particular arbitration clause is a real statutory provision (binding upon the company and the members of its internal bodies) or an unreal statutory provision (binding only upon the company partners as parties to the memorandum of association). The author concludes that an arbitration clause in the articles of association has a real statutory nature if it is included in the share. In the author´s opinion, it is possible to create a specific kind of share(s) within the arbitration clause. This solution explains the majority of problematic questions associated with the arbitration clause in the memorandum of association.