Changing the registered office of a company is an important act in terms of law, but it entails a number of administrative obligations. A different procedure is required if the company’s registered office is changed within one municipality, and a different one if the company’s registered office is changed to another city. In both cases, the company is obliged to inform the institution of the change of registered office and to comply with the legal deadlines. Let’s take a closer look at this issue.
What the law says about changing the registered office of a company
The rules for changing the registered office of a company are regulated by Act No. 89/2012 Coll. of the Civil Code and also by the Commercial Corporations Act. Both laws set out the basic requirements and procedures that a company must follow if it wants to change its registered office.
According to the law, the company’s registered office must be specified in the memorandum of association (in the case of a limited liability company) or in the articles of association (in the case of a joint stock company). Thus, a change of the company’s registered office will usually affect these documents, which also need to be amended.
The company must also provide evidence of the legal reason for using the new address. This means that it must, for example, submit a lease agreement or the property owner’s consent to use the premises and to list the address as the company’s registered office. If the company’s registered office is provided by a virtual seat provider, then the company must provide a contract for the provision of the registered office.
In this case, the reporting obligation is quite logical. A change of the company’s registered office may affect the local jurisdiction of the registry court, the tax office and other public authorities. This should be taken into account especially when changing the registered office to another region, where, for example, the tax jurisdiction or the local authorities responsible for administering the company’s agenda may differ.
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Who can decide on the change of the company’s registered office?
It depends on the type of company. In the case of a limited liability company, the general meeting decides on the change of registered office. It must approve the change by a majority of the shareholders, unless the articles of association provide for a higher number.
In the case of a public limited company, the change of registered office is also approved by a majority of the general meeting, unless the articles of association state otherwise. In some cases, this power may be vested in the board of directors.
And in the case of a partnership, such as a public company or a limited partnership, the change of registered office is decided by the partners by common agreement.
If the change of the registered office concerns only a move within the same city, the situation is generally simpler and so is the decision-making process. In this case, the change can sometimes be approved by the statutory body without having to change the constituent documents. The law states that a legal entity can only include the name of the municipality (e.g. České Budějovice) where the company is based in the articles of association, it does not have to include the full address. It follows that when the registered office of a company is changed within one city, there is no need to amend the articles of association. For this reason, we recommend that only the city be included in the articles of association when the company is established.
However, if the registered office is changed outside the original judicial district, the articles of association must be amended and the change must be notarised.
How to proceed when changing the registered office of a company
Preparation of documents
Before you start the actual process of changing the registered office, you will need to prepare the following documents:
- A proposal for the change of the company’s registered office.
- The property owner’s consent to the location of the registered office if you are not the owner.
- Notarial deed if the change of registered office is connected with the change of the articles of association.
- A lease agreement or agreement to provide a registered office if the company does not use its own property.
- An extract from the Land Registry if the company owns the property to which the registered office is being moved.
Approval of the change
As mentioned above, the change of registered office must be approved by the general meeting (or shareholders) and this decision must be recorded in the minutes. If the registered office is listed in the memorandum or articles of association as the entire specific address, then these documents also need to be amended. This often requires notarisation.
Sometimes the decision-making processes are more complex, especially in situations where the company has more than one shareholder but each has a different interest. We therefore recommend that you discuss the change of the company’s registered office with one of our attorneys to make sure that everything goes smoothly and without problems.
A legal entity that intends to relocate its registered office abroad shall publish this intention, indicating the address of the new registered office and the legal form after the relocation of the registered office, at least three months before the date of the intended relocation of the registered office. Creditors shall have the right to demand sufficient security for their outstanding claims within two months of the publication if the collectability of their claims in the Czech Republic is impaired after the transfer of the registered office.
Filing a petition for change in the Commercial Register
Once you have prepared all the documents and approved the change of registered office, you need to file a petition to change the company’s registered office with the Commercial Register. This is filed with the registry court of the new registered office. This application must be accompanied by:
- Notarial record of the change of registered office (if required).
- Consent of the property owner.
- An updated memorandum of association or articles of association.
- An extract from the Land Registry if the company owns the property.
- A collection of CZK 2,000 to cover the change fee.
You can submit the application for registration of the amendment electronically using the form on the Public Registry and Collection of Deeds website. If you fill in the form on this website, you will receive a PDF file which you can send to the Registry Court together with the other attached documents by data box, by email to the Registry Court’s Registry Office, or you can print it out and bring it to the Registry Office in person.
The Registry Court will usually approve the change of registered office within a few days, but in some cases it can take up to several weeks. However, the court must comment within five days on whether it has accepted the proposal for change. We recommend that you monitor the status of the filing and, if necessary, respond promptly to the court’s requests to complete any documentation.
Notification of the change to the authorities
Once the registry court has registered the change of registered office in the commercial register, the next step is to inform the following institutions of the change. You must comply with the legal deadlines:
- The tax office: within 15 days of the change.
- Social Security and Health Insurance Administration: if the company is an employer, it must report the change of registered office within 8 days.
- Czech Statistical Office: if the company has an ID number.
- Register of Road Vehicles: if the company owns road vehicles, then changes to the register must be applied for within 10 working days of the change.
- Labour Office: if the company has an employment agency permit, then it must report the change within 1 month.
- Trade Office: no need to report, the change of registered office is downloaded automatically by the office.
Notification of the change to business partners and clients
In addition to informing the authorities of the change of registered office, you should also inform your business partners, suppliers and clients. Remember to also update information on your website, business contracts and all internal systems.
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Tip: For a lot of entrepreneurs, a sales representative does a lot of the work. He is allowed to do so on the basis of a commercial agency agreement. What should such a contract look like and how does it work? Find out in our article.
Summary
Changing the registered office of a company requires compliance with legal conditions and administrative steps. The company must obtain the consent of the property owner, amend the articles of association and have the change notarized. Subsequently, it files a proposal for change with the Commercial Register and pays a fee of CZK 2,000. After the change is approved by the registry court, it is necessary to inform the authorities (tax office, ČSSZ, health insurance companies, etc.) and business partners. The process takes several days to weeks and it is advisable to consult a lawyer to ensure that it goes smoothly.
