Entry in the publicly accessible commercial register is mandatory for most legal entities and some natural persons. For them, the amount of income is decisive, but they can also register voluntarily. How is registration carried out and where should I deliver the application? This will be the topic of today’s article.
The Law on Public Registers of Legal and Natural Persons clearly defines who must be registered in the Commercial Register. Simply put, businesses and self-employed persons falling into one of the following categories should not be absent from the register:
An available attorney advises: Political parties or associations and foundations are not registered in the commercial register at all – they have their own registers, but they are entered in the register search.
Entrust the registration in the Commercial Register to the experts
Avoid legal mistakes that could lead to the rejection of the application for registration. We will help you with all the documents and with the registration itself.
Tip: You may also have to deal with how to delete data from the business register of the justice system.
If a self-employed person does not exceed the income threshold, he or she is not obliged to register. However, it can do so voluntarily. This is the main difference from the trade register, where every trade licence holder must be registered.
Although registration in the commercial register is not at first sight a big decision, it is important to remember the many obligations that come with it. Here are the most important ones:
Tip: Do you want to solve your enrolment expressly and without extra fees? Take advantage of direct enrolment, which we discuss below.
In the case of a legal entity, registration in the Commercial Register must precede its incorporation. The vast majority of companies are incorporated by articles of association. In the case of limited liability companies, it is also necessary to have the contract notarised. If the company is founded by only one shareholder, the memorandum of association is replaced by a deed of incorporation, which must also be notarised. A public limited company is established by adopting the articles of association, while the establishment of a cooperative requires a constituent meeting, during which the articles of association are adopted and the members of the cooperative’s bodies are elected.
The law clearly distinguishes between the establishment and the formation of a company. While incorporation means the adoption of the relevant document or statutes, it is only on the basis of registration in the commercial register that the formation takes place.
It is therefore a so-called two-stage formation, where the founders must first meet and establish the company in the presence of a notary public. Then the founders must submit the given documents to the regional court, which keeps the commercial register, and only by registration in it the legal entity is established.
Tip: Avoid the 7 most common legal mistakes made by start-ups.
Whether an entity registers in the commercial register by law or voluntarily, there are a number of requirements that must be met. In addition to the prior establishment of the company, the application for registration must be filled out correctly. This is a special intelligent form that can be found on the website of the Ministry of Justice. The form is used not only for the first registration, but also for changes to the data or a request to delete the registration from the Commercial Register. The form is filled in directly on the website. Subsequently, you can opt for electronic filing (via the web or data mailbox) or printing and sending the form by post.
The addressee will be the registry court, i.e. the regional court (or the Municipal Court in Prague) locally competent for the registered office of the company or natural person. The application must always be submitted together with the memorandum of association, constituent deed or other document confirming the establishment of the company and other facts entered in the register.
The proposal must not lack the business name of the newly established company, i.e. the name under which the company will be entered in the register and under which it will operate after its establishment. What the correct name of the company looks like:
Interesting fact: If you want to make sure that no one takes your chosen name, you can have it entered in the commercial register as soon as the company is established, i.e. before you file the application for registration of the entire company. However, the application for registration of the company must be filed within one month from the time you apply for registration of the company name.
In addition to the business name, the proposal must also include:
The law requires that the application be submitted by a specific person or persons (e.g. in the case of a v.o.s. it is all shareholders). If the document does not meet the formal requirements or is submitted by a person who is not authorized to do so, the registration court will reject the application for registration. In this case, you will have to file the application again, which will only delay the formation of your company. Therefore, we recommend that you keep a close eye on all the requirements and follow the established procedure.
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If the application contains all the required requirements and is accompanied by documents confirming the truth of the information, the registration court will, as a rule , make the registration within 5 working days of submission. It shall then send a notice of registration, supplemented by an extract from the commercial register.
In some cases, fees may be charged for registration in the register. The decisive factor is not only the form of the company, but also whether it is the first registration of data or a change (and if applicable, which one).
Tip: Are you considering setting up a company and don’t know what form to choose? Apart from the financial and administrative complexity, the liability of the individual partners or the company in general can be an important aspect of the decision. Therefore, read on to find out how an LLC and its partners are liable for debts.
Not only registry courts, but also notaries can, under certain conditions, make an entry through their remote access to the register. The notary verifies the articles of incorporation and then makes the registration. Direct registration by a notary is a faster option (the company appears on the justice.cz portal on the second day or so), but it is necessary to take into account that notaries charge a fee for their services. This again varies depending on the form of the company and the type of registration. The condition is that the notarial deed can only be executed by a notary who has executed all the underlying notarial deeds.
However, we can only recommend this form and if it is a so-called simple company, the registration is also significantly cheaper than the classic one through a court proposal.
An available attorney advises: Many people are discouraged from using a notary by the idea that it is not worth their while. Although you have to take into account the fees for registration and notarization, you will still pay less in the end than if you go through the registry court. For example, setting up a limited liability company will cost you CZK 2,700 at the notary, and CZK 6,000 at the court. For a joint stock company, the fee is approximately CZK 8,000 at the notary, and CZK 12,000 at the court. It is more than obvious that direct registration is worthwhile.
Entering your company in the commercial register is an act that deserves your attention. It only takes a small mistake for the registry court to reject your application. Don’t waste your time, which is crucial when setting up a new company. We can help you prepare all the documents, advise you on how to proceed with the application and, if necessary, draw up contracts, articles of association or other documents required for the formation of the company. We will also arrange everything with a notary.
Dostupný advokát team of online lawyers will solve it for you.
We will enter the Commercial Register or arrange any changes for you. With us, you can be sure that the registration will go smoothly and on the first try. We act quickly, professionally and at upfront prices. You can only pay after the service has been provided.
Ondřej is the attorney who came up with the idea of providing legal services online. He's been earning his living through legal services for more than 10 years. He especially likes to help clients who may have given up hope in solving their legal issues at work, for example with real estate transfers or copyright licenses.
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