Setting Up a Business

Foreign legal entities are allowed to conduct trade activities, including the acquisition of real estate, under the same conditions and to the same extent as Czech entrepreneurs. They may become founders or co-founders of a company or may join an existing Czech company. Foreign companies may operate in the Czech Republic either by establishing a branch office registered in the Czech Republic or by establishing a Czech company. Both branch offices and companies are established by virtue of their registration in the Commercial Register. For the incorporation of Czech companies, a notarial deed executed by a Czech notary is required. Furthermore, a legal entity established for business purposes under foreign law which is seated outside of the Czech Republic may relocate its registered seat to the Czech Republic under certain conditions. The following text is taken from the website of Business and Investment Development Agency.

Establishing a company

A company in the Czech Republic must be established by a notarial deed executed by a Czech notary.

Opening a bank account

Before registering in the Commercial Register the founders must pay the monetary contributions into a special bank account opened specifically for this purpose. The bank will not allow the company (or anybody else) to use the money deposited in such bank account before the registration of the company in the Commercial Register unless the money is to be used for the payment of establishment-related costs. The special bank account will be opened on the basis of an agreement concluded between the bank and the contributions administrator of the company.

Trade Licences and Representation

Before registering in the Commercial Register, both branches and companies must obtain a trade licence from a trade licensing office corresponding to the activities they intend to undertake, or some other form of business authorisation. For this purpose, they must appoint a responsible representative (“odpovědný zástupce” in Czech) who is responsible for the company’s compliance with the conditions of the trade licences. The company has the option of submitting a single application to the trade licensing office; in such an application it will apply for both (i) trade licence(s) and (ii) registration with the tax office (for all types of tax, except for excise tax and some ecological taxes) along with the application for a trade licence.

Registration of a company in the Commercial Register

A company comes into existence by virtue of its registration in the Commercial Register maintained by the respective Registry Court (the local Regional Court). The executive body of the company must file an application to the Commercial Register to register the company within six months of its incorporation, unless the founding document (i.e. the founder’s deed, the memorandum of association or the articles of association) stipulates otherwise.

Documents Required for Company Registration

1) documents, not older than three months, evidencing the valid incorporation and existence of the founder (usually the founder’s extract from the Commercial Register) and the power of its representatives to act on its behalf

2) founding document

3) evidence that the company’s registered capital has been deposited in the minimum required amount (usually evidenced with the relevant bank statement)

4) an affidavit signed by each member of the executive and supervisory body and consent from each member to the entry of his/her details in the Commercial Register

5) extracts from the criminal registry for each proposed representative and supervisory board member. In the case of Czech citizens and EU citizens whose current residence is in the Czech Republic, the extract from the Czech Criminal Register will be obtained by the court itself. If the representative is an EU citizen, an extract from the Criminal Register of the country of his/her origin or from the Criminal Register of the EU country in which he/she last resided must be submitted and, if he/she is not a citizen of an EU country, an extract from the Criminal Register of the country of his/her origin; none of these documents/extracts may be older than three months.

6) extract from the Trade Licensing Register or other authorisation relating to its business activity

7) consent of the owner of the premises in which the registered office of the company will be situated (in the event that such premises are leased); the consent of the owner must have a notarised signature and cannot be older than three months.

8) powers of attorney or any other documents necessary for the execution of any of the above-listed documents or application (e.g. if the application is filed by an attorney, powers of attorney from all members of the executive body to file the application).

Source:  www.czechinvest.org/en/