The articles of association: everything you need to know

What is a memorandum of association?

A Memorandum of Association is a document that establishes a company or cooperative under the Companies Act (the "CA"). In addition to the CCC, the new Civil Code (hereinafter referred to as the "CCC") also regulates the elements of a memorandum of association.

In addition to the articles of association, you may also come across the term articles of incorporation. What is the difference between them?

In the text below, we collectively refer to both documents as "articles of association" for the sake of clarity .

A memorandum of association of an LLC and an a.s. must by law take the form of a public deed. This means that it is drawn up by notarial deed and published in the collection of deeds. Company records and contracts can be found online at or.justice.cz.

For other companies, e.g. limited liability companies, a public deed is not required and the contract does not have to be created as a notarial deed.

Drawing up a memorandum of association is the first step to incorporating a company. This is because you need the document to obtain a trade license for the company and to register it in the Commercial Register. Are you interested in how the whole process works? Read our guide to registering an LLC in the Commercial Register.

Contents of the articles of association

In order to successfully register a company in the Commercial Register, the articles of association must meet the statutory requirements. These are regulated in particular by §146-149 of the CCC.

If you are setting up a joint stock company, the articles of association will also need to be included in the agreement. Voluntary articles of association may also be drawn up by limited liability companies that wish to set out the internal organisation of the company in more detail.

In addition to the mandatory elements, the articles of association may also provide for, among other things:

• the establishment of a reserve fund;
• the establishment of a supervisory board (if it is not mandatory for a given type of company);
• the method of payment of profit shares;
• the shareholders' pre-emptive right to shares in the company;
• issue of share certificates.

The more detailed regulation of the company's functioning will make it easier to avoid future ambiguities - this is particularly useful if you plan to set up a company with other people. Read about the pitfalls of doing business with partners.

How to change the articles of association?

In the course of running a business, there are sometimes changes that need to be made to the articles of association. This could be moving the business to another city, changing the business, the name of the business or a partner joining.

It is possible to amend the articles of association:

• by agreement of all partners;
• by decision of the general meeting (if the articles of association allow it).

In both cases, the amendment must take the form of a notarial deed.

Don't know what to do with your articles of association?

Trust the professionals. We can help you not only with the drafting of the articles of association or the articles of incorporation, but also with the choice of name, trade names and other formalities. Moreover, we can handle everything remotely. Write to us, call us or order the incorporation of an LLC online.