What do we need to know about submitting a proposal to the Commercial register?

Written by JUDr. Lenka Tomanová LL. M.

You have certainly noticed the last major amendment to the Commercial Code, which was adopted in 2019. Several of these changes relate to the Commercial Register, resulting in us providing you with a summary of these changes, as well as what they mean to you.

How to sign up consent of owner?

If you incorporate a business company or change its registered seat, the written consent of the property owner is an integral part of the application that must be submitted to the Commercial Register upon such incorporation or change. At present, the owner's signature on the consent must be officially verified. If you omit this obligation, your application will be rejected, but you can eliminate the defect by opposition proceedings. For certainty, we state that a verified signature is required also on the pattern signature of the statutory or member of the statutory body.

How to formulate the way of acting in the name of the company correctly?

Another aspect is the need to remove from the Commercial Register the registered restriction of the statutory body when acting in the name of the company. In the past, such restrictions used to be entered into the Commercial Register. For example, the following restrictions were registered: „in cases concerning the encumbrance and transfer of the company's real estate or in business cases the value of which exceeds EUR 10,000, both executives act jointly; in other cases, each of the executives acts on behalf of the company separately.”  Now, such restrictions should be removed and only the way of acting on behalf of the company without any restrictions should be registered, for example “each executive acts on behalf of the company separately" or "two executives always act together on behalf of the company." Therefore, if you are establishing a new business company, you should be careful and not to include restrictions on acting on behalf of the company. If you still want to limit the statutory body, it is possible to do so in the founding document of the company, e.g. condition the performance of certain acts of the statutory body with the prior consent of the shareholder or the general meeting, but such a restriction shall not have effect towards third parties. This means that even if the statutory body did not comply with such a restriction and, for example, acted without the prior consent of the general meeting, the statutory´s act would be valid and binding on the company, but the company could claim damages caused by the statutory body.

If you already have such a restriction registered in the Commercial Register, you should remove it when submitting the next application with the Commercial Register. If you fails to fulfil this obligation, the registry court will ask you to eliminate the deficiencies within 15 days from the delivery of the notice, and if you do not fulfill your obligation in time, your application will not be taken into account at all. Irrespective of whether you implement another corporate change, you must harmonize the procedure by 30th September 2021 at the latest, otherwise you risk a fine of up to EUR 3,310.

What new data regarding shareholders do I need to provide?

The dates of birth and birth numbers of the shareholders will be registered with the Commercial Register after the novelty while the deadline of 30th September 2021 also applies for the entry of these data in the Commercial Register. Currently, the question on whether it is fair to ask to pay a court fee if the application with the Commercial Registered is submitted only for the purpose of fulfilling this obligation. We hope that in the near future, it will be clear whether this fee will be released or how the state will settle the public's complaints. Nevertheless, if you are interested in waiting for the final decision of the state, then do not forget that you have time to fulfill this obligation only until 30th September 2021.

What data is verified when establishing a limited liability company or changing shareholders?

Another change includes the regulation of the verification of founders, shareholders and statutory bodies of limited liability companies. According to the explanatory memorandum, the verifications in question are carried out in relation to a limited liability company because it is the most common form of business company.

In principle limited liability company cannot be established by a person who:

a.) is kept in the list of tax debtors;

b.) has registered arrears on social insurance;

c.) is kept as a debtor in the register of authorizations to carry out execution.

The only one who is entitled to grant an exemption is the tax authority, who is entitled to give consent to the establishment of a limited liability company even in the case of registration of the tax debt to a shareholder. When registering a limited liability company, the consent of the tax authority is submitted if you have tax arrears. The registry court also checks the shareholder in the information system of the Social Insurance Agency in the part concerning the registration of arrears on social insurance and in the registry of authorizations to carry out execution .

Prior to the registration of a change of shareholder in a limited liability company, the registry court no longer checks arrears in the Social Insurance Agency, but only whether the shareholder is kept in the list of tax debtors or whether execution is conducted against him. The execution is also checked towards the statutory and members of the statutory body.

Summarizing the abovementioned, it is clear that the state is trying to respond to open questions that arise in practice and are the subject of several professional discussions. On the other hand, the bureaucracy and excessive administrative, which is linked to these issues, are not always cut off.



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