Step by step procedure for changing the registered office

Quick overview

If you are changing the registered office of your company, first check whether the memorandum or articles of association only state the municipality or the full address. According to Section 136(2) of the Civil Code, only the name of the municipality can be mentioned in the articles of incorporation, while the full address is entered in the public register. Therefore, when a company moves within the same municipality and the incorporation document contains only the municipality, it is often not necessary to change its content. However, if the municipality listed in the incorporation document is changed, it is usually already an amendment to the memorandum or articles of association and therefore a decision of the relevant corporate body and a public deed. In addition, the legal reason for the use of the new premises must be documented with the application for registration.

The change of the company’s registered office is an important act from the point of view 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 is a company’s registered office

The registered office of a legal entity is one of the basic identification data of a company. The Civil Code, in Section 123, explicitly foresees that the founding act determines the registered office of the legal entity, and Section 136 of the Civil Code adds that when registering in the public register, it is sufficient if the founding document states the name of the municipality, while the full address is entered in the register. At the same time, according to Sections 137 and 429 of the Civil Code, third parties can invoke the registered office entered in the public register and the entrepreneur cannot argue against them that he has his actual registered office elsewhere.

From a practical point of view, therefore, it is not just a matter of a “new address on the web”. The change of registered office is reflected in the commercial register, in service of process, in communication with the authorities and in contractual documentation. In practice, we often see that companies already have a new address on their invoices and website, but the original address is still registered in the register. This is an unnecessary risk, especially when serving court and official documents.

Who can decide on the change of the company’s registered office?

The most important question is not whether the company is moving “just down the street” or to another city, but whether the change of registered office also means a change in the content of the founding document.

In the case of a limited liability company, a change in the content of the memorandum of association requires the consent of at least a two-thirds majority of the votes of all the shareholders, unless the memorandum of association provides for a stricter regime. The decision of the general meeting of shareholders on the facts shall be certified by a public deed. At the same time, the law allows that a decision of the general meeting resulting in an amendment to the articles of association shall replace the decision to amend the articles of association itself.

In the case of a public limited company, the logic is similar. If the content of the articles of association is changed, the general meeting usually decides and the change is certified by a public deed.

However, if only the municipality is mentioned in the constituent document and the company moves within the same municipality, the content of the articles of association or the articles of association need not be changed at all. In such a case, the procedure is usually simpler and the decisive factor is how the company has regulated the internal powers of the bodies. This is why it is often practical to include only the municipality in the incorporation document, not the entire address. According to Section 136(2) of the Civil Code, this is entirely in accordance with the law.

How to proceed when changing the registered office of a company

To change the registered office of a company, you will usually need a few basic documents.

First of all, the decision of the competent body of the company to change the registered office. If the change affects the memorandum or articles of association, the public deed will be the basis. You also need to document the legal reason for the use of the premises where the registered office is to be located. Section 14(2) of the Public Registers Act expressly provides that a written declaration by the owner of the property or unit, or other authorised person, that he or she agrees to the location of the registered office is sufficient to prove the legal reason for the use of the premises; the declaration must not be older than 3 months and the signatures on it must be officially certified. In addition, the registered person must have a legal reason for using the premises for as long as they are entered as a registered office in the public register.

The full text of the memorandum or articles of association after amendment and other documents required by the form, as the case may be, shall also be attached. The Ordinance on Forms for the Commercial Register expressly provides that the proposal for amendment shall include a list of annexes and shall be supported by the relevant documents.

How to submit an application for registration of an amendment in the Commercial Register

An application for registration of a change in the Commercial Register shall be submitted on the prescribed form. The forms and the list of annexes are published by the Ministry of Justice in accordance with the Decree on the particulars of the forms for filing applications for entry in the Commercial Register. The filing may be made electronically.

The registry court shall, pursuant to Section 96 of the Public Registers Act , register or decide on the application within 5 working days at the latest, unless another time limit is provided for by another law. If the court does not make the registration or decide on the application within this time limit, the fiction of registration pursuant to Section 98 shall be triggered if the statutory conditions are met. In the case of a change of registered office, it is therefore advisable to take into account that the procedure can be quick, but only if the documents are complete and impeccable.

As regards the fee, the fee for a petition to amend or supplement the registration in matters of the public register is CZK 2,000 according to item 11 of the Schedule of Court Fees. If the registration of the amendment is carried out by a notary, the rate for amendments or additions under item 39 is CZK 1 000; however, in addition, the notary’s fee for the notarial entry and related acts must be taken into account.

When a notarial deed is required

A notarial deed is required when a decision of the company changes the content of the articles of association or the articles of association, or when the law expressly requires a public deed for the decision. In the case of a limited liability company, this follows in particular from Sections 147 and 172 of the Business Corporations Act, and in the case of a joint stock company from Section 432 of the same Act.

In practice, the most common mistake is the following: the company moves to another municipality, but it is based on the idea that only the consent of the owner of the new property and the proposal to the register is enough. However, if the original municipality is named in the memorandum or articles of association, the company will not move on without a change to the constituent document and a public deed.

Notification of change of registered office

After registering a change in the commercial register, it is not worthwhile to end up thinking that “everything is already done”. Section 8(3) of the Public Registers Act provides for the registry court to notify the competent income tax authority, the state statistical service, the trade licensing authority and the authority that issued the other business licence of the information to be published. This is the reason why, in practice, separate separate reporting to the trade licensing authority is often not addressed.

However, the administrative work does not end there. If the company is an employer, thereporting obligations to social security and health insurance institutions must also be taken care of. The Czech Social Security Administration states that a change in the registered data of the employer must be notified within 8 days. Similarly, the health insurance authorities require the employer to report changes to the notified data within 8 days.

In addition, the change needs to be reflected in contracts, orders, website, billing information, internal guidelines and often in the bank or in relationships with service providers. The most frequent mistake in practice is not the register itself, but the fact that the company changes its registered office “externally” and forgets about the related documents.

When the situation is more complicated

Changing the registered office is particularly complicated when the company moves to another municipality and the municipality is explicitly mentioned in the memorandum or articles of association. In such a case, it is usually no longer just an administrative update in the register, but a change in the incorporation document. For a limited liability company, this means a resolution of the general meeting with the required number of votes and a public deed. In the case of a public limited company, a change to the articles of association is dealt with similarly.

The transfer of the registered office abroadhas a special regime. Section 139 and Section 140 of the Civil Code provide that a legal entity that intends to transfer its registered office abroad must publish this intention at least 3 months in advance and creditors may, under certain conditions, require sufficient security for their outstanding claims. However, this is no longer an ordinary “change of company address” but a much more demanding corporate step.

Summary

Relocation is not just about whether a company moves within one city or elsewhere. The main determining factor is how the registered office is stated in the memorandum or articles of association. If the incorporation document contains only a municipality and the company is moving within the same municipality, the procedure is usually simpler. However, if the municipality mentioned in the incorporation document changes, it is usually necessary to amend it, and therefore a decision of the competent body of the company and a public deed.

In order to register the change in the commercial register, it is necessary to document the legal reason for using the new address and to file a petition on the prescribed form. The registry court normally has 5 working days to register or decide on the proposal. After registration, it is also advisable to check the social security and health insurance obligations and to reflect the new address in the contractual and operational documentation.