Czech Republic: Non-profit/For-profit Company Registry Requirements

General requirements both for Profit and Non-profit organizations in Czech Republic include:

Check the uniqueness of the company’s name

Business founders can verify the uniqueness of their company’s name on a database on the Ministry of Justice’s Website.

Notarize Articles of Association and Lease Agreement

The notary prepares the articles of association according to the founders’ requirements, and the notary is responsible for the compliance of the contents of the company’s articles of association with Czech law. Certain notaries amy require: An affidavit from the company managers, Building lease agreement, or ownership extract from the Real Estate Register, for the premises of the company’s headquarters. For the articles of association of a simple limited liability company, the cost of notarization is CZK 2,000. For the articles of association of a classic limited liability company, total notarization fee is assessed by percentage cost of start-up capital, as set out by the decree no. 432/2013 Coll. 2-0.2%.

Obtain confirmation of the administrator of the capital contribution of the company

along with the confirmation of the bank that the capital contribution is held in the company’s special bank account. Opening a special bank account can costs as much as CZK 5,000, though most banks open special accounts for free on the condition that the company will continue to bank with them after the incorporation. Banks typically require notarized articles of association to open a corporate bank account. 2 days, no charge

The company must register its business activities with the Trade License Office to obtain an extract of its trade license. The required documents are as follows:

Application for registration;
Memorandum of association if the company has been founded but not yet established (i.e. registered with the Commercial Register);
Proof of legal use of premises (i.e. a notarized copy of the premises lease agreement);
Proof of payment of the administrative fee.

The application form may be accessed online at: http://www.rzp.cz/elpod.html

The Trade License Office must complete the registration process within 5 working days from the day when all required documents were submitted, and typically does so in 1-2 days. After the completion of the registration process, the Trade License Office issues the excerpt of the trade license register which is either picked-up personally by the applicant at the Trade License Office, delivered by post mail, or delivered to an electronic data box.

Upon company registration, the Trade License Office notifies the Ministry of Interior regarding new company formation triggering automatic set up of an electronic data box pursuant to 1 July 2009 Act No. 300/2008 Coll., “On electronic transactions and authorized conversion of documents.” The Act requires all public and private entities to use an electronic data box for encrypted exchange of official documents and information 2 days, CZK 1000

To register a new company in the Commercial Register, an application must be submitted to the relevant court administering the register. Notaries are able to register a limited liability company’s (s.r.o.) information into the commercial register online, at the cost of CZK 2700. The cost of notary services is about CSK 1300 for this procedure.

The required documents are as follows:

application form, details
notarized articles of association;
notarized lease of the premises in which company headquarters are located;
a confirmation from the administrator of the contributions into the company’s registered capital confirming that each founder paid up at least 30% of his or her monetary capital contribution and that the total paid up capital contribution is at least CZK 1;
a confirmation from the relevant bank that the capital contributions are held in the company’s special bank account for the registered capital;
biographic data on the company managers/executive

1 day, CZK 1,300 for the notary fee about registration. No court fee for simple limited liability companies (CZK 2,700 registration fee at the court applies for other limited liability companies).

The deadline for income tax registration at Tax Office is 15 days from the company incorporation. Other deadlines are as follows:

Withholding tax and payroll tax registration: 8 days;
VAT obligatory registration: 15 days following the end of month in which the conditions are met, or in certain cases, within 15 days following the date when the company automatically becomes a VAT payer;
VAT voluntary registration: submit the registration at any time.

Upon submitting the application for income tax registration, the company receives a tax identification number (same number as for the VAT and the income tax).

In accordance with Section 6(1) of Act No. 235/2004, on Value Added Tax, a company must register to pay VAT exceeds it its turnover exceeds CZK 1,000,000 over the last 12 months.

Pursuant to the amendment to Section 72 (4) of the Tax Code, starting January 1, 2015 companies are required to submit tax registration and tax returns (for income tax and VAT) via the electronic data box. Previously online tax registration was not compulsory. The tax form is accessible online at: https://adisepo.mfcr.cz/adistc/adis/idpr_pub/dpr/uvod.faces

The company must register for the social security registration at the Social Security Administration (which is referred to in Czech law as “the Register of Employers”) within 8 days of the date when the first employee starts work. Application for the Register of Employers may be submitted either online through a data box or in person. After the registration is completed, most of the further documents which are required by the Social Security administration may be submitted online through a data box or a different online platform. The application form is available on the following website 1 day (simultaneous with previous procedure), no charge

Agency : Health Insurance companies The company must register for the health insurance registration within 8 days of the date when the first employee starts work. It is possible to do so online, although each health insurance company has its own website. Applications can be submitted through the data box, or in person. the most common (state-owned) Health Insurance Provide in the Czech Republic: http://www.vzp.cz/platci/tiskopisy/prihlaska-a-evidencni-list-zamestnavatele http://www.vzp.cz/platci/tiskopisy/hromadne-oznameni-zamestnavatele 1 day (simultaneous with previous procedure), no charge

Non-Profit Organizations:

The Czech Republic is a civil law country with five primary forms of not-for-profit organizations (NPOs):

Associations (spolek),
Foundations (nadace),
Funds (nadační fond),
Registered institutes (ústav), and
Social co-operatives (sociální družstvo).

The above legal entities (with exception of the social co-operative) are considered publicly beneficial taxpayers or not-for-profit organizations (NPOs) if their primary activity is not entrepreneurial (systematically pursuing profit making), as stated in their incorporation documents, statute, bylaws, or according to the decision of a public authority (Income Tax Law Article 17a(1)). [1]

Association

In 2014, the Civil Code introduced a novel Czech term, “spolek” (which means “association”) for the legal form previously known as “občanské sdružení” (which means the “Association of Citizens”) and belonging to the general category of corporations. The association is distinguished as a not-for-profit, non-commercial, corporate entity, which has a certain minimum number of members and should serve the interests of its members and/or enable its members to pursue certain public interests (Civil Code Article 217). The Civil Code provides that an association must be established by and remain composed of at least three persons (Civil Code Article 214(1)), and that it cannot be established for a purpose that is explicitly commercial in the sense of engaging in entrepreneurship or focusing on profit-generating activity, unless such an activity is an auxiliary one and its purpose is to support the statutory purpose of the association or to enable more efficient use of its property. Any profit generated by such an auxiliary economic activity must be used exclusively for supporting statutory activities of the association including its administration expenses (Civil Code Article 217). The Civil Code also stipulates that a quorum of the highest governing body and all other bodies of an association shall be formed by an absolute majority of all members of the relevant body (Civil Code Article 252). By default, it is the assembly of all members of the association, which is its highest body, unless the association’s bylaws explicitly provide otherwise (Civil Code Article 246(2)).

Foundation

A foundation’s endowment should have the potential to generate some income; this income is exempt from income tax when used for the publicly beneficial purpose of the foundation and not in violation of the law (Income Tax Law Article 19(1)(r)). Other assets of the foundation (including acquired donations) may be used to: pursue statutory purposes; provide financial support (such as grants) to third persons; cover costs of activities otherwise serving the purpose of the foundation; and cover administrative costs. The foundation must account for these expenditures separately (Civil Code Article 357). The Board of Directors is the statutory body of the foundation entitled to make all necessary decisions. It must be comprised of at least three directors (Civil Code Article 362). The first directors are appointed by the founder or founder’s last will executor for a term of five years, unless otherwise determined in the founder’s deed (incorporation document). The Board of Directors later maintains its composition according to the regulation provided in the founder’s deed, usually by electing its own members (Civil Code Article 365). Foundations may engage in entrepreneurial activities, with the condition that such activities may only be auxiliary, and any profit generated must be used to support the main purpose for which the foundation was established. However, the foundation may not become a partner with unlimited liability in a commercial company (Civil Code Article 307). Anyone may conclude a written contract with a foundation to take certain property into custody as its “associated fund” (přidružený fond), and to request from the foundation to use this property for a specified purpose related to the statutory purpose of the foundation.

Funds

Funds (nadační fond) are also asset-based organizations established by legal or natural persons to pursue a socially or economically beneficial purpose. The name of a fund must include the words “nadační fond.” Funds do not have a minimum endowment requirement. The assets of a fund consist of the founder’s initial contribution and - later on - accepted donations, which are not required to yield further income. Funds are prohibited from pledging their assets or otherwise using their property to secure a debt. Any legal act aimed to such a use is considered invalid. On the other hand, the property of a fund may be alienated, if it is in accord with its purpose. It may also be used as a careful investment. Funds may be established for a limited period of time, or until their assets are fully consumed for the purpose defined in their incorporation document (Civil Code Articles 394-401).

Registered Institute

The registered institute (ústav) is established by private or public persons for the purpose of carrying out activities that are socially or economically beneficial and accessible to everyone, under conditions well defined in advance (Civil Code Articles 402-418). Like foundations, the registered institute is a non-membership-based organization operating to make use of its own personal and material components. It may not distribute its profits to affiliated persons such as members of governing and supervisory bodies and employees. The name of the registered institute must contain the words “zapsaný ústav” or the legal form acronym “z.ú.” as a suffix (Civil Code Article 404). Registered institutes may operate a business-oriented firm or be engaged in other auxiliary, profit-bearing economic activity under the condition that such activities do not jeopardize the quality, scope, and accessibility of the services provided in the framework of the institute’s statutory activities. Any generated profit must be used exclusively to support the activity for which the registered institute has been established and to cover administration costs (Civil Code Article 403). Foundations, funds, and registered institutes are exempt from property tax on buildings, and from real estate tax, if the building or land is used to advance their purposes.

For-profit Organizations

The legislation available in Czech Republic provides a set of legal entities, similar with the ones available at the level of the European Union (EU). Czech Republic provides the following types of companies:

Limited partnership

Limited partnerships is incorporated by at least two partners, in which one assumes unlimited liability, while the other has limited liability for the company’s debts; According to the applicable legislation in Czech Republic, a general partnership is a type of legal entity in which minimum two partners become associates. It is necessary that the associates in a general partnership to be natural persons. The businessmen are equally liable for the company’s debts, which is calculated taken into account their contribution to the company’s share capital. Partners in a limited liability company are liable for company debts and obligations only up to the amount of capital they agreed to contribute to the company.

General commercial partnership

This business form can be set up by minimum two partners, who can be natural persons or legal entities; one of the cases of limited partnerships.

Branch office

Branch office – set up by a local or foreign company and which acts as a commercial representation of that company; A branch office of a foreign company is not a Czech legal entity, but functions as the representative of a foreign company and incurs obligations on the foreign company’s behalf. Branch offices must fully list their planned activities in their application for entry in the Commercial Register, as they are only allowed to engage in the listed activities. A director, who may be either a Czech natural person or a foreigner with a valid Czech residency permit, must be appointed to head the branch office. The law according to which the branch’s parent entity was founded also applies to the branch’s internal dealings. A branch is considered to be a foreign exchange non-resident under the Foreign Exchange Act, and therefore may not acquire real estate in the Czech Republic. However, the branch may lease property.

Limited liability company

Limited liability company (SRO, společnost s ručením omezeným - s.r.o.) – This is the most common form of company for small and medium-sized businesses and subsidiaries of foreign parent companies. Minimum capital is CZK 200,000; if non-monetary investments are included, the articles of incorporation must state the object of such investments and the method of valuation. The s.r.o. does not have a separate board of directors, and decision-making powers may be delegated to one or more designated persons by the owners.

Joint stock company

Joint Stock Company (AS akciová společnost - a.s.) – it can be set up as private or public company. A joint stock company is established by a founding contract and the issue of shares. The founding contract must include company statutes. Unless the statutes declare otherwise, the shares may be freely traded without registration in the Commercial Register, making the joint-stock company an advantageous choice of company form if the shares are expected to be publicly traded. Minimum capital stock is CZK 2,000,000, or CZK 20,000,000 if the company is founded through a public offering of shares. At least 30% of the amount to be subscribed for in cash must be paid upon incorporation. A joint stock company must have both a board of directors, elected by a general meeting of shareholders, and a supervisory board. The board of directors is the company’s statutory body. A foreign person entered in the Commercial Register as authorised to act on behalf of the company must have a residence permit. Shareholders in a joint-stock company are only liable up to the amount of their investment.

Cooperative

Cooperative – incorporated by at least five natural persons; the business form can also be set up by legal entities and, in this case, at least two entities are needed;

European joint stock company###

European joint stock company, also known as Societas Europaea, can be set up in Czech Republic under the Council Regulation (EC) No. 2157/2001.

Joint venture (JV) may be established as any of the above-described forms of business organizations. For foreign companies willing to open an office in Czech Republic the most common legal entities types are Limited Liability Company and Branch Office.

Please check the following sources for more information.

Sources:

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