Fundamental change in the establishment of limited liability company – introduction of a simplified procedure

Written by JUDr. Lenka Tomanová, LL. M.

Parliament approved an amendment to the Commercial Code to ensure an accelerated and simplified registration procedure for a limited liability company.

An electronic form will be used for this, in which the applicant creates a simplified and standardized form of the shareholder's agreement, using an interactive application that will guide the applicant through the individual steps to the entry of the data in the Commercial Register.

The advantage of using the simplified procedure is that with such an establishment of a company one of the essential steps that had to be taken before the company was registered in the Commercial Register is eliminated, namely the obligation to apply to the Trade Licensing Office for the issuance of a trade license.  In this case, the trade license will automatically arise on the date of registration of the legal entity in the Commercial Register.

However, not all limited liability companies can be formed in this simplified way. This option shall apply only to those who meet the following conditions:

  • the company has no more than five members;
  • the company is established for the purpose of doing business;
  • the object of the company's business is only selected activities corresponding to the list of free trades according to the special regulation on trades;
  • the object of the company's business does not consist of more than 15 selected trades;
  • the business name of the company must include an appendix indicating the legal form "s. r. o.";
  • the contributions of the members of the company are exclusively in cash;
  • the custodian of the deposit is the executive officer;
  • the company does not have an established supervisory board.

The list of trades that fall under the above calculation is given in Annex No. 4a to Act No. 455/1991 Coll. They are, in principle, among the most frequently notified free trades.

The amendment, which introduces a simplified process of establishing a limited liability company, must still be signed by the President and should be usable from 1st February 2023.

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