Collection of documents of the Commercial Register – what is published?

Quick overview

• You need to keep documents relating to the formation and operation of the company – typically financial statements, changes of managing directors, the memorandum of association or the decision to liquidate – in the collection of documents.
• Failure to comply with this obligation may result in a fine of up to CZK 100,000, problems in dealing with banks or investors and, in extreme cases, the dissolution of the company by the court.
• The most common problem in practice is the failure to publish financial statements or their submission without the signature of the statutory body.

If you are not sure what documents you need to disclose or if you need to prepare an amendment to the Commercial Register, our attorneys will check and prepare everything online without unnecessary delays.

What needs to be disclosed in the commercial register?

The Commercial Register and the Collection of Deeds are administered by the Ministry of Justice of the Czech Republic. However, the maintenance of the lists is entrusted to independent registry courts, i.e. regional courts with local jurisdiction over the registered office of the company or other registered entity. All the requirements are regulated by the Act on Public Registers of Legal and Natural Persons. This Act also clearly stipulates which documents must not be missing from the collection of documents.

Depending on the date when the documents were deposited in the collection, they can be divided into two categories. The first category of documents must be submitted at the time of registration of the entity in the Commercial Register, because without their documentation it is impossible to register the entity. The second category consists of all other documents that are continuously deposited in the collection.

Examples of documents that need to be published in the collection of documents:

• documents confirming the establishment of a legal entity (e.g. articles of association, articles of association, memorandum of association),
• decisions on changes to the statutory body (appointment or removal of members),
• annual reports, financial statements,
• decisions on the dissolution of a legal entity,
• decisions on execution or liquidation.

Not sure which documents you need to disclose? We will prepare an overview of the obligations according to the type of company and help you with filing in the Commercial Register.

An available attorney advises, “In addition to the collection of deeds for Czech legal entities registered in the Commercial Register, the Register Act also regulates the collection of deeds for foreign entities – its scope is significantly narrower with respect to the mandatory documentation. For foreign companies, documents proving their existence and authorisation to do business in the Czech Republic are usually published (e.g. extract from the home commercial register, powers of attorney to act in the Czech Republic, etc.).”

Don’t forget to publish your financial statements

We will stop for a moment with the financial statements and their disclosure. This is an area where many businesses make mistakes and forget about disclosure or deliberately avoid it. Disclosure is obligatory under the Accounting Act for all entities registered in the Commercial Register and for all those that are required to do so by a special regulation. In addition to companies, foundations, associations and unit owners’ associations are also obliged to publish their financial statements.

The financial statements are normally included in the annual report, but this is not a requirement. The documents are sent only in electronic form in PDF format, have precisely defined requirements, which are regulated in detail by the Accountancy Act, and must always contain the following information:

• the balance sheet,
• a profit and loss account,
• appendices which illustrate, explain and clarify the information provided,
• the date and electronic signature of the representative of the statutory body.

It is the last point that many companies forget, but it is an absolutely crucial detail. An unsigned document is not a valid financial statement and submitting it without correction may result in a fine. Since 2021, it is possible to use the automatic receipt of the financial statements from the portal of the tax administration (if they have been submitted as an attachment to the tax return).

If you need to check the accuracy of the accounts or prepare documents for the collection of documents, we can go through everything together and alert you to any risk areas before filing.

In practice, we often see situations where a company files its financial statements with the tax office but forgets to publish them in the collection of documents. Missing the signature of the managing director or uploading an incomplete appendix are also common mistakes. These shortcomings can cause complications when applying for a loan, when an investor enters the company or during due diligence.

If an entity is not required to have its financial statements audited (or is not required to do so by a specific law), it publishes only the balance sheet and the notes to the financial statements, not the profit and loss account.

Audit before sending the financial statements:

– includes the balance sheet,
– contains the annex,
– is signed by the statutory body,
– is in PDF format,
– corresponds to the approved version,
– has been sent to the collection of documents.

Attention to sanctions

The documents must be deposited in the collection of documents as soon as possible after the occurrence of the event in question, with all their particulars. For some documents, the law even directly sets a time limit within which the documents must be published. If the document in question is the result of a court decision, the registry court is responsible for depositing it, but in all other cases the company or other registered entity is responsible for depositing the document .

Late disclosure, incompleteness, such as a missing signature on the financial statements, or the complete absence of mandatory documents in the collection of documents may, in extreme cases, lead to the imposition of a fine or even to the dissolution of the company (in fact, a formal “maximum penalty”). In the event of non-compliance and subsequent disobedience of the summons, the registry court may impose a fine of up to CZK 100,000.

Should such a situation recur or should the failure to file documents in the collection of documents have serious consequences for third parties, the registry court may decide and initiate proceedings to dissolve the registered person with liquidation. This is, of course, preceded by a notice from the registry court and the granting of a reasonable period of time to remedy the deficiencies.

As of 1 January 2025, the rules on penalties for failure to submit financial statements have been clarified, whereby the registry court must now initiate penalty proceedings ex officio 3 months after the expiry of the publication deadline.

In the event of non-compliance with the obligations related to the deposit of the financial statements, the tax authority may also intervene. In most cases, it resolves such cases by agreement and warning, but has the power to impose a fine of up to 3% of the total value of assets.

In our practice, penalties are often imposed on small companies that do not publish their accounts for several years and at the same time do not respond to the summons of the registration court. Many entrepreneurs have no idea that there is a problem until they start to deal with the sale of the company, bank financing or control by the authorities.

Collection of documents of the Commercial Register

An available solicitor advises, “By failing to comply with your legal obligations, you may be committing a criminal offence of misrepresentation of accounts and assets. In practice, this happens in a minimum of cases where the rights of business partners, creditors, customers or employees are seriously threatened. Individuals are then liable to imprisonment for up to 2 years or a ban on their activities. Companies may be fined according to their financial circumstances.”

Access to the collection of documents of the Commercial Register

The law provides that the Commercial Register and the Collection of Deeds are public lists. It follows that the information entered in them is accessible to everyone. Both lists can be consulted online on the Justice.cz website. To search, enter the name of the entity, the identification number or the file mark. You can then click directly on the collection of documents in the details section, where you can find all the published documents and download them in digital form.

Checking out a business partner or buying a company? A legal check of the collection of deeds will often reveal issues that are not visible from a normal business register listing.

Fulfill your obligations without errors and penalties

Don’t risk heavy fines or the inconvenience of correcting erroneous entries in the commercial register and the collection of deeds. We will be happy to help you with the preparation of the documents and the subsequent entry in the lists . We can handle everything online and tailor it to your case.

Summary

The collection of deeds is a mandatory part of the commercial register and serves the purpose of business transparency. Companies are required to keep their financial statements, incorporation documents, changes to the statutory bodies or decisions on liquidation in it on an ongoing basis. The most common problems in practice arise when financial statements are not published or incomplete documents are filed. Violation of obligations is punishable by fines of up to CZK 100,000, intervention of the tax office and the risk of dissolution of the company. If you are unsure of the correct procedure, it is worth checking the documents before filing them with the collection of documents.