Change in the Commercial Register: the most common reasons and procedure

You also entered:

• the statutory body (in the case of a s.r.o., the managing director(s), in the case of a.s., the board of directors or the management board), the number of its members and the manner of acting,
• the proxy, if granted,
• the partners or shareholders,
• the amount of the share capital (in the case of a.s., you also indicate the number of shares and the nominal value of each share),
• the supervisory board and its members (mandatory in the case of a.s., optional in the case of a s.r.o.),
• other facts.

These data are therefore logically the most frequently subject to change. We distinguish whether we are asking for the registration of data, its change or its complete deletion.

The change has happened, now what?

Have your company's directors changed, are you planning to increase your share capital or perhaps move your headquarters to a more attractive address? Then you should reflect all these changes in the commercial register ideally within 15 days of the date of the change.

However, this deadline may be longer on an individual basis, as the actual reporting of changes is typically preceded by several steps and modifications to key documents (for example, if you need to update documents that form an integral part of the annexes for the change of registration in the Commercial Register and which take more time to prepare).

1. Convening the general meeting

First, call a general meeting. It is the highest statutory body of the company and has the power to decide on the amendment of the articles of incorporation or the memorandum of association (if the LLC has more than one founder), or the articles of association in the case of an a.s.

The convocation of the general meeting is made by you as the managing director(s) by a written invitation sent to all shareholders at least 15 days before the date of the meeting.

Don't forget that the general meeting must be held in the presence of a notary who will take minutes. This will then be used as the basis for changing the registration in the commercial register.

2. Intelligent form from the Ministry of the Interior

As a second step in applying for a change in the Commercial Register, we recommend using the so-called intelligent form of the Ministry of the Interior. It is electronic and continuously checks the correctness and completeness of the completed data.

The form is fully interactive and contains two parts:

1. The subject part, where you fill in the specific change, entry or deletion of data from the Register Office.
2. The final part, which contains information about you as the proposer of the change, the date on which the change is to be made and a list of attachments.

You can save the completed form for possible modifications or send it directly electronically. The easiest way to submit electronically is via your mailbox. You can also send it by e-mail signed with your electronic signature (for an LLC all executive officers, for an Inc. all members of the board of directors or the management board).

Alternatively, you can download the form in PDF format, print it out and send it together with all the attachments to the relevant registry court. This is the regional court of the region in which your company has its registered office. Only in the case of Prague, the registry court is the Municipal Court in Prague and not the Regional Court in Prague.

Deadlines, fees and summary of the procedure for changing the registration

1. If you are planning a change in your business, such as a change of registered office, name, change in the composition of the shareholders or members of the supervisory board, or an increase in the share capital or, conversely, entering liquidation, start by convening a general meeting.

Send out the invitation to the general meeting at least 15 days before the meeting and do not forget to contact the notary.

2. The notary will need an up-to-date extract from the Companies Registration Office, the incorporation document and the identity cards of all shareholders before the general meeting.

Send the documents to the notary no more than 5 working days before the date of the general meeting.

3. You will then use the amended incorporation document, the notary's minutes and the Ministry of the Interior's smart form.

Send all these documents to the relevant registry court within 15 days of the general meeting. The fee for amending, deleting or supplementing the entry in the Commercial Register is CZK 2,000, regardless of the number of changes included in the proposal.

4. The registry court has 5 working days from the filing of the application to decide on the requested change. The decision becomes effective only after it is delivered back to you.

Contact information

Write to us and we’ll get back
to you within 24 hours.

+420 226 224 724

info@jake-james.cz

Revoluční 736/15, Praha 1

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