The most recent amendment to Commercial Code, effective from 1 July 1996, included some notable changes and additions concerning Czech Commercial Registers. These changes largely involve the type of information that will now be available to the public and the data pertaining to entrepreneurs, companies and, where applicable, other persons, which must be supplied by them in accordance with requirements of the Czech Commercial Code. Previously, information available from the Registers to the public was largely limited to an extract of corporate information containing information such as the name and registered address of the firm, the name of persons authorised to act on behalf of the company, the amount of registered capital, etc..

A substantial change flowing from the amendment is that, for the first time, the full wording of the founding documents and all documents recording subsequent changes must be kept in the Registers. Furthermore, a number of other corporate documents will be required to be kept in the Registers, including; decisions on the election, appointment, resignation or removal from office of persons who are members of a statutory body of a particular legal entity; financial statements and auditor's reports (if required by the law); a decision on the winding up, proposal for merger, consolidation or other change of the status of an entity, including decisions issued under the Bankruptcy and Composition Act.

The aforementioned information is now accessible to the public. Anyone may now search the information in the Registers, make copies of entries therein and obtain extracts therefrom. Upon request and for a fee, the Registration Courts (responsible for keeping the Registers) shall make an official copy of an entry or documents kept in the Register or provide an extract from the Register evidencing existence or non-existence of a particular entry.

Other new requirements involving information to be submitted to the Commercial Registers by legal entities include the following;

  • registration of the opinion of an expert regarding valuation of a non-monetary investment contribution upon the foundation of a company or as part of an increase of registered capital.
  • registration of other organisational components of an enterprise.
  • joint stock companies must now include information on the extent which registered capital has been paid up and any restrictions applying to transferability of registered shares. In case of a joint stock company with a single shareholder, the shareholder's name and registered office, or full name and residential address, should also be included in the Register.
  • registration of the rejection of a bankruptcy petition due to the lack of assets.

The amendment requires that joint stock companies entered in the Commercial Register on the day when this Act comes into effect must amend their articles of association no later than 30 June 1997 so as to comply with the new provisions. Provisions of the articles of association which are contrary to this Act are invalid as of the effect date of the amendment.

The amendment requires that entities entered in the Registers submit by 31 December 1996 all new data required by the new provisions. Additionally, the full wording of the articles of association of entities must be submitted into the Commercial Register not later than by 30 June 1997. For the first time financial statements relating to the 1996 accounting year are required to be placed into the set of documents.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.