Incorporate a Republica Společnost s Ručením Omezeným (s.r.o) in the Czech Republic

The Republica Společnost s Ručením Omezeným (s.r.o) is very similar to a Limited Liability Company in the UK and is the corporate form most commonly used by foreign companies operating in the Czech Republic.

The first step to incorporating your company is to check the availability of your proposed company name. Company names in the Czech Republic must be pre-approved for availability and acceptability; we check your proposed company name with the Registry of the Regional Commercial Court.

You then need to obtain certificates showing a clear criminal record for all managers, this applies only to the extract from the Czech Criminal Register and not foreign criminal registers. Certificates from other national criminal registers will similarly be required should the director be a foreign person. Proof that the company’s registered office is a real office is also required; if the landlord of your registered office is a legal entity it is recommended to submit its extract from the Commercial Register. The company statutes must be signed in front of a notary and the Articles of Association must be filed with the notary public.

A company must have the appropriate trade licenses to conduct its business. Before obtaining trade licenses, a company may be asked to provide proof of relevant professional qualifications and experience; for general commercial activity all you need is notification but some professions require clearance.

To register the company with the Commercial Register, the motion to the relevant Regional Court must be signed by all first managers in front of a notary public and then submitted. Income tax registration is immediate and the company receives its unique identification number when the application is finally submitted.

It only takes seven days to incorporate your company.

Formacompany has over 20 years’ experience forming companies in the Czech Republic and across the world, and our staff will be available to offer advice and support through the entire incorporation process, from initially selecting a suitable company name through to finally commencing taxable activities.

What you need to set up a Limited Company/ s.r.o in the Czech Republic

To begin incorporation of your Czech s.r.o we will require the following:

• Your company name
• The full name, date of birth, address and nationality of all directors
• The full name and address of all shareholders

Documents you are required to provide:

• Proof of identity (passport, national identity card, photographic driving licence).
• Proof of residential address (gas/electricity bill or credit/debit card bank statement dated within the last three months)
• A statutory declaration and signature sample (with notarised signature) for each of the directors
• An extract from the criminal register of the country of origin, not older than three months showing that the statutory representative (director) has a clean criminal record. If the extract is from the Czech Criminal Register or the director is EU citizen no Apostille is required. If the director is from outside of the EU then it must be translated by a court-certified translator into Czech and affixed with an Apostille, if required

Registered Office

• A Czech s.r.o must have a registered agent and a registered office. The registered office is where documents may be legally served on the company. The registered office must be a physical address in the Czech Republic and this is included in our Standard Company Formation Package.

Share Capital requirements

• Minimal Initial registered capital is only 1 CZK
• All share capital is held at the bank during the company incorporation.

Ready Made Companies

• We have shelf companies in the Czech Republic currently available, with a standard Memorandum and Articles designed to permit most general activities; making it possible to commence business at very short notice. Our ready made companies are in good standing, are not the subject of any insolvency proceedings and have not entered into any contracts or engaged in any business activities. We can transfer them to you at short notice along with an active and ready to use bank account.

What you receive after setting up your new business

1. Original Certificate of Incorporation
2. Original share certificates
3. Original government receipt as evidence of payment of annual company registration and license fees

5 Advantages of Registering a Limited Company/ s.r.o in the Czech Republic

1. A Czech s.r.o is the ideal vehicle for purchasing and holding property in the Czech Republic. The Czech Republic does not have controls on share ownership of Czech Companies, but has strict controls on ownership of property by non-nationals.
2. It only takes one person to form a company in the Czech Republic. A Czech s.r.o requires only one director and one shareholder, there are no restrictions on nationality or residency, and the director and shareholder can be the same person.
3. It is quick to establish an s.r.o that allows you to trade within the EU. A company can be formed within seven days and a European recognised VAT number can be obtained extremely quickly. If you need a company sooner then our ready made companies are already set up to trade immediately and suitable bank accounts are also immediately available.
4. Establishing an s.r.o requires very little equity. The minimal initial registered capital is only 1CZK.
5. It is not a requirement to visit the Czech Republic to incorporate your company. We will organise all the administration and file all documents so you do not need to travel.

Important Information about incorporating a Limited Company/ s.r.o in the Czech Republic

• A limited liability company’s decision-making power is normally delegated to one or several executives appointed by the general meeting, which is the body representing the shareholders. The general meeting does not require a board of directors but a supervisory board may have directors in place.
• The statutory representative of a limited liability company may only be a natural person; corporate directors are not permitted. Permanent residency within the territory of the Czech Republic is not required, and the statutory representative can be a citizen of a country outside the EU. A person is permitted to act as representative of the company, provided he is appointed in a general meeting, from the date that he is appointed.
• In order to obtain a European VAT number you must maintain accurate records of the movement of goods.