Czech Republic | Company Registration

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Czech Republic | Company Registration

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Home Company registration European Union Czech Republic (description)
The Czech Republic is an EU jurisdiction with a strong industrial and services economy. The most common form for small and medium-sized international business is the společnost s ručením omezeným (s.r.o.).

Corporate law and register

The principal rules are contained in Act No. 90/2012 Coll. on Business Corporations and the Civil Code. The company is entered in the Commercial Register (Obchodní rejstřík).

Company form

Společnost s ručením omezeným (s.r.o.), a limited liability company. It may be established by one individual or legal entity.

Permitted activities

Any lawful business activity. Banking, payment, insurance, investment and other regulated activities require a separate licence or authorisation.

Company registration

Formation is documented by a notarial instrument; the relevant trade authorisation or licence is obtained for business activities and the company is then registered in the Commercial Register.

Company name

The name must be distinguishable from existing registered firms and include s.r.o. or another permitted form designation.

Formation documents

Articles / memorandum of association, details of the shareholders and managers, registered office, business description and other documents required by the registry, notary or formation authority. Foreign shareholder documents may require legalisation/apostille and translation.

Registered office

The company must maintain a registered office in the country of incorporation. It is used for official correspondence and must meet local legal requirements.

Minimum share capital

The minimum registered capital of an s.r.o. may be CZK 1 and the minimum contribution may also be CZK 1. For cash contributions, at least the statutory portion is normally paid before registration.

Shareholders / members

One or more shareholders, individuals or legal entities. There is no statutory maximum number of shareholders.

Directors / management

The statutory body consists of one or more executive directors (jednatel). A supervisory board is optional unless the articles or law require it.

Accounting and annual reporting

The company keeps accounting records and prepares annual financial statements. Accounts and corporate documents are filed in the Commercial Register collection of documents where required.

Information available to third parties

Core registration details about the company and its corporate bodies are available through the national business register to the extent required by law. Beneficial ownership information is disclosed to competent authorities and other persons according to applicable AML/UBO rules.

Taxation

The company is subject to the ordinary tax regime of its country of incorporation. Before trading starts, the structure should be reviewed for tax residence, corporate income tax, VAT, possible withholding taxes, transfer-pricing rules and the application of double-tax treaties to the actual business model.

Corporate bank accounts

The company may open corporate accounts with local or foreign banks and European payment institutions / EMIs. Approval depends on the business profile, ownership, customer and counterparty countries, source-of-funds evidence and the expected payment pattern.

Registration and maintenance cost