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Company Formation in Czech Republic

Entity Type: Private Limited Liability Company (spole?nost s ru?ením omezeným – s.r.o)


Name Details

Does the name of the company require approval by the Registry or other authorities?

No, but in case when the name will not fulfil the requirements of the Czech law (see the restrictions below) the Registry will refuse to register the name.

How many prospective names will you require?

One.

Are there any restrictions or limitations on words that can be used in company names?

In general the name of the company should not be able to be confused with the name of another company and/or be misleading.

Address Details

Does the company need to provide a registered address?

Yes.

Are there any limitations on the registered address (i.e. must be in-country, must not be a PO box)

The registered address has to be in the country and has to have the following form: Street with number of building, part of the city, city and postal code. The consent of the owner of the building with placing of the registered seat must be provided ahead.

If the client has no physical location in-country, can they use your address for the purposes of registration?

Yes,

Officer Details

How many Directors are required?

The minimum is 1 and the maximum number of directors is not stipulated.

Are any other officers required (i.e. Secretary)?

No other officers are required.

Supervisory Board is optional.

What personal details will you need for each officer?

Name, address, date and place of birth and nationality of the directors. He/she must be of impeccable character.

Is there a requirement for any in country resident directors?

No, but a director mainly must:

  • Have full legal capacity;
  • Have a clean criminal record;
  • Not be in insolvency proceedings in respect of his/her property either currently or in the past;
  • Not be restricted, banned or punished by an authority as regards the same or similar field of business or a company where the director holds or held a position in a statutory body either currently or in the past; and
  • Not be an employee of the company; parallel employment alongside the performance of the director’s position is controversial under Czech law.

Do you need proof of address or Identity for officers? If YES, in what format?

Yes, scan of ID/passport will be sufficient.

Shareholders

How many shareholders are required?

Minimum is 1 and the maximum number is not stipulated.

Are there any restrictions on who can be a shareholder?

No.

What information will you require about shareholder?

Business name, legal form, address, identification number, person(s) acting on behalf of the company as well as his/her position within the company and manner of acting (separately or two or more persons together).In case of a physical person also his/her birth number / date of birth.

Will you require proof of address or ID from the shareholders?

Yes . (e.g. an extract from the Commercial Register or similar register).

Share Capital

Will the company need to specify a maximum number of shares that can be issued?

The maximum number of shareholders is not stipulated. The minimum registered capital is CZK 1; the minimum investment contribution is CZK 1. There are no other restrictions.

Is there a minimum number of shares that must be issued?

No.

 

Other Details

Do you require any further information about the company or its officers? If YES, please specify. It is necessary.

Yes, mainly proposed business subjects.

Timescale

How long will it take to complete incorporation

Timescale of incorporation depends on many factors (in particular delivery of documents from abroad in appropriate form). In general, the whole process of incorporation usually takes 1-2 months.

Is there any way to expedite the incorporation for an extra fee?

No.

Procedure

1. Execution of the company’s founding document, e.g.:

– Deed of foundation – in case of a sole shareholder,
– Memorandum of association – in case of more shareholders,
– above mentioned founding documents could be signed based on the power of attorney,

2. Collection of all necessary documents, e.g.:

– extract from the commercial register of a future shareholder(s) in case of a legal entity, – affidavit of a future executive(s),
– extract from the criminal record of a future executive(s), (not applicable for Czech citizens)
– consent of the building owner with placing the registered office of a company,
– the connected powers of attorney;

3. Application with a trade license office for all relevant trade licenses, i.e.:

– the entire scope of the company’s business activity must be covered with relevant trade licenses wherever required;

4. Establishment of the special bank account for the contribution payments;

– agreement with a bank;
– confirmation of the custodian/administrator of contributions (i.e. any designated shareholder) that the contributions of shareholders into the registered capital have been paid-up;

5. Registration of the company with the relevant commercial register;

– the company comes into existence upon its registration with the relevant commercial register;

6. Post-completion phase;

– registration of the newly established company with the relevant social security administration, health insurance companies, tax authorities, etc.


Latest version updated 3rd May 2018

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Million

Population

K?

Czech Koruna

Currency

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GDP

78,866

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