Çek Cumhuriyeti'nde Sınırlı Sorumluluk Şirketi (s.r.o.) Nasıl Kurulur ve İşletilir

A limited liability company—referred to in Czech as a společnost s ručením omezeným (s.r.o.)—is the most prevalent business form in the Czech Republic. It is an excellent choice for small to medium-sized enterprises due to its balance of personal liability protection and operational flexibility. In straightforward scenarios, you can set up and register an s.r.o. within a few days. Nevertheless, the procedures, forms, and formalities can be quite involved if you choose to navigate them on your own.

Below is a step-by-step guide detailing how to successfully form a limited liability company in the Czech Republic, as well as how to handle some of the most common corporate adjustments once your business is up and running.

Step 1: Prepare a Memorandum of Association

The first formal step is to meet with a notary to draft and authenticate the memorandum of association (or a deed of foundation if there is only one founder). The notarial deed must be signed by all founders (i.e., future shareholders).

The memorandum must outline key information required by Czech law, such as:

• The company’s official name,
• Its registered address,
• The scope of business,
• The share capital amount,
• Identification of shareholders,
• Types of shares,
• The size of each shareholder’s contribution, and
• The number of executives (managers).

Notarial fees typically do not exceed CZK 10,000 plus VAT.

Tip: When selecting a company name, ensure it does not cause confusion with an existing entity, and that it is not misleading. You can verify name availability via the online Commercial Register at www.msp.gov.cz. If the desired name includes a real person’s name, you must obtain that individual’s written consent.

Step 2: Meet the Contribution Requirement

A major benefit of an s.r.o. is the minimal share capital requirement. Each shareholder can contribute as little as CZK 1. The memorandum of association designates a contribution administrator to receive and manage these contributions, which can be either monetary or non-monetary. A special bank account is typically opened for monetary contributions.

Not: Since January 1, 2021, if the total share capital is CZK 20,000 or below, you no longer need to open a separate bank account to deposit the monetary contributions. However, contributions in kind (non-monetary) must be professionally appraised. Before submitting your application to enter the company in the Commercial Register, you must fully pay all non-monetary contributions and at least 30% of each cash contribution (unless the memorandum requires more). Proof of this is established through a statement from the contribution administrator and a bank certificate.

Step 3: Obtain the Appropriate Trade License

In most cases, your company will need a specific license (or trade license) to carry out its chosen business activities. You must file an application at the local Trade License Office, providing all required documents. Within a few days, the office will issue an extract from the Trade Licensing Register (výpis z živnostenského rejstříku). The administrative fee is generally around CZK 1,000. Depending on your specific sector, you may be required to hold additional permits or licenses.

Step 4: Compile the Remaining Mandatory Documents

You will need additional paperwork to register your new company:

1. Proof of rightful use of the premises for the company’s registered seat, typically via a signed statement from the property owner (with an officially verified signature).
2. Consent from individuals being registered in the Commercial Register (e.g., the executive), containing an officially verified signature. These individuals must also confirm they meet the legal conditions for their position.
3. Power of attorney or extracts from public registers, if relevant.
4. Criminal record extracts, if needed, depending on the nationality of the executive or shareholder.
5. Certified translations for any documents not in Czech. Depending on the country of origin, you may need higher forms of authentication (e.g., an apostille).

Step 5: Submit the Application to Register the Company

Once all documentation is ready, you can apply to enter the company into the Commercial Register maintained by the respective regional court. A convenient approach is to file the registration directly via a notary, which incurs a fee of CZK 2,700 (as opposed to CZK 6,000 when applying through the court).

Not: After your company is officially registered, remember to register it with the Czech Financial Authority and comply with any additional statutory obligations, including tax registration.

Making Common Corporate Changes

1. Transferring Shares

Shares in an s.r.o. are transferred through a written agreement with officially verified signatures. Before signing, verify if the memorandum of association requires approval (e.g., from the general meeting) for the transfer. If so, obtain that consent first.

If a share is represented by a certificate, it is technically transferred by endorsement. However, it is still advisable to also draft a written transfer agreement.

Remember to update the Commercial Register with any change in share ownership. The application should include the relevant transfer documents and a standard administrative fee of CZK 2,000.

2. Changing the Company Executive

The general meeting (or the sole shareholder, if applicable) has the authority to dismiss and appoint the company’s executive. Any such change must be recorded in the Commercial Register. When filing an application, include:

• Minutes of the general meeting (or the decision of the sole shareholder),
• The new executive’s written consent to be entered in the Commercial Register,
• Proof that the new executive meets the legal requirements,
• Additional relevant documents, if needed.

The administrative fee for this change is CZK 2,000.

3. Changing the Company Name

To change the business name, convene a general meeting and retain a notary. The name change constitutes an amendment to the memorandum of association and must be documented by a notarial deed. A single shareholder in a one-person s.r.o. also needs a notarial deed for this decision. The notarial fee typically does not exceed CZK 10,000 plus VAT.

For updating the Commercial Register, you can file through a notary at a cost of CZK 1,000 or submit the request independently to the court for CZK 2,000.

4. Changing the Company’s Registered Seat

When the registered seat is written as a specific address in the memorandum of association, changing it follows a similar procedure to changing the company name. However, if the memorandum of association states only the municipality (city) and not the exact address, a simpler resolution by the executive(s) may suffice.

In any case, the company must prove it has the right to use the new premises, typically via the owner’s notarized consent or an entry in the Cadaster of Real Estate if the firm itself is the property owner.

You must then submit the application to the Commercial Register, along with:

• The relevant decision (general meeting or executive resolution),
• Proof of rightful use of the premises.

The administrative fee for this change is CZK 2,000.