Incorporation and formation of a business corporation

Detailed information on the registration in the Commercial Registry and formation of a business corporation.

Business corporations and cooperatives are formed only on the date of their registration in the Commercial Registry. It is only on this date that the incorporated company becomes a legal entity. If the memorandum of association or articles of incorporation do not specify for what period the company is established, it shall be deemed to be established for an indefinite period.

The application for registration of the company in the Commercial Registry must be filed with the competent registry court within six months (unless the articles of association provide for a different deadline) of the company’s incorporation, otherwise the same effects as in the case of withdrawal from the contract shall apply. In case of a cooperative, it is understood that all applicants for membership have withdrawn their applications after the deadline.

According to the Public Registers Act, the applicant for registration is obliged to prove that the person to whom the registration relates has, at the latest on the date of registration, a trade licence or other authorisation for the business activity to be registered in the public register. This does not apply if this fact is ascertainable from the public administration information system.

The applicant is also obliged to provide evidence of the legal reason for the use of the premises in which the registered office of the person to whom the registration relates is located, unless, as in the case of the object of the activity, this information is known from the information system. A written declaration by the owner of the property or unit where the premises are located, or a declaration by the person entitled to otherwise dispose of the property, apartment or non-residential premises that he or she agrees to the location of the person’s registered office, is sufficient to prove the legal reason for the use of the premises. This declaration must not be more than three months old and the signatures on it must be officially certified.

The competent court of registration to consider a petition for registration of a company is the court in whose district the general court of the person concerned is located. The general court for registration is always the regional court (the Municipal Court in Prague for Prague and the Central Bohemia Region, the Regional Court in České Budějovice, the Regional Court in Plzeň, the Regional Court in Ústí nad Labem, the Regional Court in Hradec Králové, the Regional Court in Brno and the Regional Court in Ostrava).

The application for registration of a company in the Commercial Registry must be submitted on a special form available on the server www.justice.cz. It may be submitted in paper or electronic copy and must be accompanied by documents concerning the facts to be entered in the public register and documents to be entered in the collection of documents in connection with such entry.

Direct registration by a notary is also possible. The notary shall make the entry in the public register after the conditions for the entry of the required recorded facts have been met by remote access. The law requires the notary to fulfil this obligation without undue delay after the application for registration.

The court fees for the registration of a business corporation in the Commercial Registry on the effective date are CZK 6 000, and the court fee for the registration of a joint-stock company is CZK 12 000. This fee cannot be paid in stamps, as the amount set by law for the first registration of a company exceeds CZK 5 000. The fee must therefore be paid by bank transfer to the bank account of the registry court.

The registry court must meet the general deadline of five working days to register the company in the Commercial Registry. In the event that the registry court does not make a direct registration within this period or does not decide on the matter by resolution, the fiction of registration begins and the actual implementation of the registration, i.e. the transfer of data to the database, must take place within the statutory period of two days from the date on which the fiction of registration occurred.

The registry court shall register the company on the date specified in the application for registration, but not earlier than the date of its execution. If the registry court decides on the registration by resolution, the registration shall be made only on the date of legal force of such resolution. Once the registration has been completed, the decision by which the registry court granted the registration of the company cannot be revoked, nor can it be claimed that the company was not formed. A declaration of nullity of a company may be sought only in the cases provided for by law.

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