All commercial companies and cooperatives, including housing or construction housing cooperatives, are listed in the Commercial Register. The same applies for self-employed natural persons applying for registration in the Register or whose earnings or income exempt from VAT exceeds hundred and twenty million crowns in two consecutive accounting periods. This is nonetheless only a very small group of self-employed individuals. Associations of owners of housing units are entered in another, designated register. Previously this registration was regulated by the Act on the Ownership of Flats, which was repealed by the new Civil Code; the entire issue of public registers (including the Commercial Register) is currently regulated in the Act on Public Registers.
If your company must be registered in the Commercial Register, you must first take steps to establish your company. For most companies, this means agreeing upon a memorandum of association; in the case of a limited liability company, this memorandum must further be notarized. If a company is established by a single founder, he or she will need a deed of foundation (instead of a memorandum of association) which must also be certified by a notary. In the case of a joint-stock company, the articles of association must be adopted to establish such corporation. Establishing a cooperative requires a foundation meeting where articles of association are adopted and the members of the cooperative’s bodies are elected.
After establishing your company, you will have to fill out a form that you submit to the registrar court as an application for registration; a specific court will be have jurisdiction to receive the form, according to the location of the registered office of your company. The application must be submitted together with a memorandum of association or any other founding charter mentioned above. You must also include the name of the company in the application. The name must not be interchangeable with the name of an existing company, it must not be misleading (for example, you cannot have the word “Butchery” in your name when you do business in electronics) and must include the relevant designation of the type of your company or cooperative (e.g. in the case of an unlimited partnership, the name usually includes the abbreviation “v.o.s.”). In addition, the application must specify the address of the registered office, the object of the company’s enterprise, the first members of the statutory body and other bodies, the shareholders, the registered capital and other information required by the law.
The application can be filed via the Internet with an electronic signature, printed and submitted to the registrar court with officially verified signatures or sent via data box. As an alternative to the registrar court alone, a notary may also register a company. He or she shall the Deed of Foundation and then makes the entry in the Commercial Register. However, unlike in the case of the application submitted to a court by the founders of the company, a registration carried out by a notary it is a paid service for which notaries may request a fee.
Registration in the Commercial Register is not an easy process; everything must be filled in and written flawlessly. It is always advisable to consult an expert who will advise you, draft the relevant contracts or statutes, including for example also house rules for apartment buildings.
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