Czech Republic Summary Guide
Business Forms in Czech Republic
All new incorporated entities wishing to trade in the Czech
Republic must be registered in the Companies Register. The
courts maintain the register and until a company has been
granted the required legal status, it cannot commence trading.
An entry in the Companies Register must include specific information
about the name and type of the business entity. Mandatory
audits are required for companies that exceed certain turnover
thresholds. More detailed information is shown below about
the legal requirements for each type of company.
The most common forms of company in the Czech Republic are
a Sole Proprietor holding a Trade Licence, Limited Liability
Company (SRO), Joint Stock Company (AS), General Partnership,
Limited Partnership or a Branch Office, with the first two
options likely to be of most interest to small businesses
and entrepreneurs.
For self-employed or sole trading (FO) individuals
or small businesses, including family businesses, a Trade
Licence should be obtained. For EU citizens, this
licence can be obtained very easily – only evidence
of residential address and personal ID is required. The licence
is usually issued within three days. Self-employed individuals
must also register a business name (if appropriate) and register
for tax, social security and health insurance.
There is no charge for registering for the aforementioned
taxes and insurance, although if a company name is required,
there is a fee of CZK5,000 to register the name at the Register
of the Commercial Court.
An individual seeking to start a small to medium sized business
with no trading business name can commence activities as soon
as the Trade Licence and mandatory registration procedures
have been completed.
A General Partnership may be formed by two
or more individuals (or other legal entities). Partners are
liable for the debts of the partnership, and for tax on their
share of the profits and a partnership agreement should be
drawn up. Details of the partners must be recorded in the
Commercial Register.
A Limited Liability Company (SRO) exists
as a separate entity from its shareholders, who in turn have
no liability for the company’s debts. An Executive responsible
for the management of the company runs the company. Details
of shareholders’ contributions must be recorded in the
Commercial Register.
The law states that an SRO may have between one and fifty
members. The Commercial Register must also show the amount
of registered capital per shareholder. A minimum of CZK200,000
in registered capital is required with a minimum of CZK20,000
per shareholder. A trade licence must be obtained from the
Trade Licence Office and the Memorandum of Association must
be made available.
Profits of Limited Liability Companies are taxed under the
corporate income tax regime.
A Joint-Stock Company (AS) has registered
share capital and is run by a Board of Directors and a Supervisory
Board. Shareholders have no liability for the company’s
debts. The entity must have the Articles of Association and
the appropriate trade licence. Details of the share capital
must be recorded in the Commercial Register. The minimum registered
share capital for a Joint-Stock Company is fairly high, at
CZK2m (GBP 68,100 approx) though this increases to CZK20m
if share capital is via the offer of shares to the public.
In addition, a reserve fund must be established – a
minimum of 20% of the first year’s net profit. For these
reasons, a joint stock company may not be the most suitable
corporate form for a small business.
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