Zápis nového s.r.o. do obchodního rejstříku nyní snadněji a levněji

Registration of limited liability  company in the Commercial Register now easier and cheaper

On 15 January 2023, Act No. 416/2022, amending certain acts in connection with the use of digital tools and procedures in the company law and the functioning of public registers and Decree No. 417/2022, amending the Notarial Tariff entered into force. Both the Act and the Decree are a transposition of Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019, which addressed in more detail in our article "Upcoming digitalization in company law".

The amended regulations introduce several innovations that, among other things, facilitate the establishment of a limited liability company and reduce the administrative burden and costs associated with the establishment of a limited liability company (“LLC”).

One of the innovations relates to the requirements for registration of a new company in the Commercial Register. Prior to the novelization, the founder of a LLC was required to first obtain a trade licence for the newly established company and only then he/she could submit an application for registration of the company in the Commercial Register, which made the whole process a matter of at least a few days. The novelization responds to this by abolishing the requirement to submit a trade licence at the latest at the time of registration in the Commercial Register and, as of 15 January 2023, it will be possible to first register the company in the Commercial Register and to obtain a trade licence after that. In connection with the subsequent application for a trade licence, the novelization also abolishes the obligation to submit a document proving the legal reason for the use of the premises where the company has its registered office to the Trade Licensing Authority. This document used to be submitted in duplicate to the Trade Licensing Authority and to the court maintaining the Commercial Register or notary public.

Another interesting innovation introduced by the novelization is the creation of a so-called template articles of association of a limited liability company. Such template is an official document published on the website of the Ministry of Justice of the Czech Republic, which, after insertion of basic information about the company, can serve as a full-fledged incorporation act, especially in the case of simpler LLCs. The legislator has decided to motivate the use of the template articles of association by reducing the related expenses - founders who use the template articles of association to establish a new LLC will pay only CZK 2,000 as a reduced fee to the notary public for drafting of the underlying notarial deed. The registration of the company in the Commercial Register made by the notary public on the basis of this notarial deed is then fully exempt from the court fee. For comparison the fee paid to the notary public for drawing up the underlying notarial deed without the use of the model articles of association amount to at least CZK 4,000 (depending on the amount of the registered capital) and the court fee for the registration of a new company in the Commercial Register by a notary public is CZK 2,700.

In addition to the above, the novelization introduces a number of other changes, such as the creation of a register of excluded persons, which we will address  in one of the following legal alerts.

If you are interested in more detailed information, please contact the authors of the article or, if necessary, other members of EY Law or the EY team with whom you work.

Authors:

David Hlaváček

Jakub Marko