Chapters of the article
What needs to be published in the Commercial Register?
TheCommercial 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.
With regard to the deadline for depositing documents 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. memorandum of association, articles of association, articles 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.
Anavailable attorney advises, “In addition to the collection of documents for Czech legal entities registered in the Commercial Register, the Register Act also regulates the collection of documents for foreign entities – its scope is significantly narrower with respect to the documentation that must be filed.”
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Don’t forget to publish your financial statements
Let’s pause for a moment on 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,
- thedate 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 financial statement and there are penalties for submitting it without subsequent correction.
Beware of penalties
Documents must be deposited in the collection of documents as soon as possible after the event has occurred, 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.
In the event of non-compliance with the obligations related to the imposition of the accounts, 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.
Anavailable 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.
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.