The following is a summary of the steps involved and documents required when incorporating a limited liability company in the Czech Republic. The procedure and time required for registration may vary depending on the individual judge of the Commercial Register approving the application and on the district in which the company is located.
1. In the event the Czech company is to be entirely or partly owned by a legal entity (domestic or foreign), obtain notary verified originals or copies of the following documents regarding the founder(s) of the company:
a) certificate of good standing or certificate of incorporation,
b) articles of incorporation,
c) resolution of the Board of Directors on establishment a limited liability company in the Czech Republic and appointment of the statutory representative (managing director) of the Czech company,
d) an incumbency certificate, stating that the individual(s) signing the resolution are authorised to act on behalf of the founding company, or as an alternative, an extract from the company register showing that the individual(s) signing the resolution are authorised to act on behalf of the founding company,
e) power of attorney for a representative authorising him/her to act on behalf of the founder in establishment of the Czech company.
In cases where a treaty on mutual recognition of legal documents does not exist between the Czech Republic and the country where the seat of the founder is located, it will be necessary to have the above documents "superlegalized" or "consularized". In such case, the above mentioned documents and signatures thereon must be notarised and then consularized, that is to say, the notary's capacity must be verified by the relevant authority of the state granting the notary his/her power; second, the capacity of the relevant authority granting the notary his/her power must then be verified by the Foreign Ministry or Department of State, and; third, the capacity of the Foreign Ministry or Department of State must then be verified by the Czech consulate in that country. Regrettably, verification in the form of an "apostille" is not sufficient, as the Czech Republic is not a participant in that particular Hague convention.
2. Obtain official Czech translations of above mentioned documents.
3. Find office space for the registered address of the Czech company and sign a lease for the premises.
4. Sign the Founding Memorandum of the Czech company before a Czech notary (if only one founder, the Founding Memorandum must be prepared in the form of a Notarial Protocol). Validity of the Founding Memorandum is 90 days and must be filed with the Trade License Office and the Commercial Register during this period
5. Open a company bank account with a bank located in the Czech Republic.
a) deposit the stated capital of the Company before the application for registration of the Company is filed.
b) obtain the confirmation from the bank of the deposit of the capital.
Note: In case that the Company is unable to open an account for the deposit of the registered basic capital, in some cases it is possible to make a notarised "statement of the administrator of capital contributions", which must then to be enclosed to the application for the registration.
6. If the statutory representative of the Czech company is not a citizen of the Czech Republic, then he/she must obtain for a Residence Permit.
7. Apply for Trade Licence(s) for the Czech company, the number of which will depend on what the expected activity of the company will be. As part of this application, it will be necessary to appoint an individual who will be named in the Licenses as being responsible on behalf of the Czech company for the Trade License. Again, in the event a non-Czech citizen will be named in the License, it is necessary for that individual to acquire a Residence Permit for the Czech Republic and present this to the Trade License Office before the License will be issued.
The following documents are required for obtaining the Trade License:
a) notarised copy the Founding Memorandum of the Company,
b) extract from the Czech Criminal Register for the responsible person. If the responsible person is a foreigner, the Trade Licence Office must be provided with an extract from the Criminal Register of the country where the responsible person has permanent residency and/or any country where he/she has been present for longer than 3 months during the 3 years prior to the Trade License application. He/she must also prove knowledge of the Czech language in a personal interview at the appropriate Trade Licence Office,
c) confirmation of the responsible person on accepting the appointment as responsible person,
d) completed application form,
e) 1.000,- CZK application fee for each license,
f) in case of an industrial trade, documents confirming qualification of the responsible person may also be required,
g) Presentation of identity card or residence permit of the responsible person.
8. Apply to Commercial Register. Within 90 days after obtaining the Trade Licence, the Company must apply for registration at the Commercial Court. The following documents are required:
a) completed application, which must be signed at a Czech notary by all the statutory representatives,
b) notarised Founding Memorandum,
c) notarised copy of the Trade Licence,
d) notarised samples signatures and declarations of honour of all statutory representatives,
e) notarised copy of the letter from the bank confirming the monetary deposit (see point 5),
f) documents proving legal existence of founders (see point 1),
g) court fee in amount of 0,5% of the registered basic capital (minimally 3.000,- CZK).
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
Company Law - Incorporation of a Limited Liability Company in the Czech Republic
