Essentials of the founding legal acts

Mandatory content of legal documents establishing/incorporation business corporations.

According to the Civil Code, each founding legal act must specify at least the name and the registered office of the legal entity, the object and the governing bodies of the legal entity. It shall also specify who are the first members of the governing body. A written form is always required for the founding legal act.

The name of the business corporation is referred to as the business name. This is the name under which it is registered in the Commercial Registry. A business corporation may not have more than one business name and its name must contain a statutory supplement indicating its legal form (e.g., s.r.o. or a.s.).

A business name must not be misleading and must not be interchangeable with another (even phonetically) nationwide; the addendum indicating a different legal form is not sufficient to distinguish it. At the same time, however, if several business establishments of several entrepreneurs are combined in a business grouping, their names or business names may contain identical elements if the public is able to distinguish them.

A business corporation must have a registered office, i.e. a specific address at which it can be contacted, when it is formed. The registered office may be located in an apartment, provided that it does not disturb the peace and order of the house. It is sufficient if only the municipality name is mentioned in the founding act, the full address of the registered office is subsequently entered in the Commercial Register. The registered office of the corporation may be invoked by anyone, and the corporation may not claim that it has its actual registered office at a place other than the place registered in the commercial register.

The object of the company defines how the legal entity will achieve its business purpose. A business corporation shall therefore regularly enter its field of activity and the nature of its business as its object of business in the public register. The object of the company should be defined more precisely than by the mere wording of the trade licence, although in practice the two designations may often coincide.

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