First, let's see what lies behind the phrase "company registration." There's no big secret here. The biggest expenses are, firstly, the notary fee for drawing up the notarial deed (founding agreement), copying and notarizing documents, etc. As a rule, this all costs about 4,500-5,000 crowns (?150-180). Secondly, the state fee for registering the company with the Commercial Court is 5,000 crowns.
There are other expenses as well. First of all, translation into Czech of numerous documents - powers of attorney, applications, etc. For Russian text, they will charge from 200 crowns per page. Translation from other languages can cost more. To certify copies of documents required for company registration, you need to consider that it will cost from 30 crowns per page. The state fee for obtaining a Czech criminal record certificate for the director is 50 crowns.
Another important expense item is the nominal registered address for the company. Why nominal? Because a newly registered company, as a rule, is not actually located there. The explanation is quite simple: there is no point in renting an office and hiring staff before the founder or director obtains a visa. Nevertheless, a mailbox with the company name for receiving correspondence is present there. This service costs on average from 4,500 to 6,000 crowns per year.
After calculating all expenses and comparing them with the cost of services of any company offering assistance with registration of companies in the Czech Republic, the question arises: what are we paying such money for? The answer is very simple - good and quality work costs a lot. Lawyers who draw up and verify powers of attorney and other papers, specialists who directly handle company registration, running around government agencies and communicating with officials - they all get paid. The company itself providing you with services incurs expenses for office rent, communication, Internet. Of course, different companies have different rates. Some promise to do all the work literally in a few days and for little money. But everyone knows where "free cheese" usually is. Just read this material to the end, and much will become clear to you.
What documents are necessary for registering a new Czech company? Let's assume you have decided on the name of your company, checked possible options on the website www.justice.cz and made sure that it is original enough. What next?
This question is far from idle: knowing what actions and in what sequence should be taken, you will be able not only to control the work of opening your company in the Czech Republic, but also to immediately recognize fraudsters who promise to do it quickly and cheaply. Cheapness and speed are often achieved through not entirely legal actions by such businessmen.
So, the first step towards company registration is the notarial deed (founding agreement). From the moment this document is signed by the founders (or their legal representatives) in the presence of a notary, the company is considered established. Established, but not yet registered. The founding agreement records the company name, amount of share capital, composition of founders, their shares in percentages and crowns, describes the method of managing the company, indicates who is the first director (Jednatel) and the location (sídlo) of the company. Note that in this clause it is better to indicate not the exact address, but the locality (for example, for companies registered in the Czech capital, it is better to write - Praha). This will avoid having to draw up a new notarial deed every time the company's registered address changes. Another important point: after the notarial deed, the founders are given three months to deposit the share capital into the bank, gather all necessary documents and submit them to the Commercial Court.
As mentioned above, the founding agreement can be signed either by the founders of the new company themselves or by their representatives. The basis for this is a power of attorney, also notarized either in the client's country in their native language (in which case, an official translation is made in the Czech Republic) or directly in the Czech Republic in the Czech language. As a rule, the power of attorney states that the principal entrusts their representative to carry out actions related to the registration of the company and, if necessary, to prepare documents for obtaining an annual visa for its director and founders.
The next step is company registration in the commercial register. At this stage, no additional documents beyond the already mentioned power of attorney will be required. The package for company registration must include the following documents:
- a statement by the director (directors) of the company consenting to their appointment to this position and a sample of their signature - Prohlášení a podpisový vzor jednatele;
- a statement by the deposit administrator - Prohlášení správce vkladu;
- a criminal record certificate for the director (directors) in the Czech Republic - Výpis z rejstříku trestů;
- a criminal record certificate for the director (directors) from the country of citizenship;
- a document confirming the permanent residence address of the director (directors);
- a package of documents confirming the company's registered address;
- confirmation from the bank of the deposit of the share capital into a special account.
Let's consider the classic situation where one of the founders of the new company immediately becomes its director. What documents must the founders provide, and what must the company handling the registration provide?
Certificate of criminal record. As already mentioned, founders who are not directors of the company only sign a power of attorney in which they authorize their representatives to perform all actions related to the registration of the new company on their behalf. However, the director (or directors) must also provide a certificate of criminal record from their country of permanent residence. This is an important point that should be discussed in detail. The presence of such a document is a necessary condition for registering a company in the commercial register.
It is no secret that some firms involved in registering companies in the Czech Republic (we are talking, of course, about firms serving clients from former Soviet Union countries) offer their clients to resolve this issue faster for a certain fee. An offer to get the certificate “the next day” should raise suspicion — in reality, obtaining this document takes much longer. It should be understood that by agreeing to such a deal, a person becomes an accomplice to a crime. And if the forgery is discovered (and checks are sometimes carried out), the consequences for those looking to save time could be very serious. Therefore, it is not worth taking risks; it is better to spend time, get a real document, and “sleep peacefully.”
The second important document for a future director is a certificate of criminal record in the Czech Republic. It can be obtained independently in Prague (it costs 50 crowns). To do this, you need to present your passport and a birth certificate translated into Czech. If you are unable to do it yourself, you can entrust it to a representative. In that case, in addition to the birth certificate, they will need a notarized power of attorney.
The next document is the director’s statement of consent to appointment and his signature specimen — Prohlaseni a podpisovy vzor jednatele. It can only be signed in person by the head of the company, and the signature is certified by a notary. The text itself can be in any language, but it must have a court-certified translation into Czech. You need to be careful here: if the intermediary firm does not offer to have this document signed by the future director, you are dealing with fraudsters. Most likely, such “registrars” have no malicious intent; they simply forge it, “signing” for the future director themselves to speed up the process and save effort and time. Whether to trust such lovers of easy solutions — decide for yourself. Of course, all the above does not apply to the situation when the intermediary company provides its clients with a “nominal director” service — then all the paperwork and responsibility for his position are entirely on their shoulders.
With a document confirming the director’s permanent residence address everything is simple: it can be a copy of a page from a national passport or another document that contains a registration mark (place of permanent residence). The document must be translated into Czech and certified by a court translator.
Statement of the contribution manager — Prohlaseni spravce vkladu — like the director’s statement, is signed in the presence of a notary personally by the person whose functions, according to the law, are to collect the contributions of other founders to the charter capital of the company being created and deposit them into a bank. As a rule, the role of the contribution manager is formal. But this document is necessary, and registration of a company cannot be done without it.
Legal address. The package of documents confirming that the company has a legal address includes: a statement from the property owner consenting to provide the company with a legal address (sídlo); an extract from the land registry confirming ownership of the premises (if the owner of the premises is a legal entity, an extract from the commercial register is added). The legal address of the company can be located in any premises: it can be an apartment, a residential house, an office, a hotel, etc. The number of companies at one address is not regulated by law; the main thing is that there is a signboard at the entrance and a mailbox with a name from which correspondence would be collected.
Charter Capital. According to current legislation, the minimum charter capital for a limited liability company (s.r.o.) is 200 thousand crowns (approximately $10,000). If there are several founders, only half of the amount can be contributed immediately (it is assumed that the remaining part will be deposited into the company’s account within a few years; the exact period is determined by the notarial deed). If there is only one founder, the entire amount must be paid at once. The money goes to a special bank account that can be opened immediately after the notarial deed is executed. Anyone can pay it.
The bank blocks the funds until the company registration process is completed in the Commercial Court. After the procedure is finished, the director of the newly minted company gets the right to manage the account (of course, complying with all legal norms).
Registration in the Commercial Court. From the moment all documents are submitted to the Commercial Court until the official decision on registration is issued, it usually takes from 5 to 10 business days.