Bussines information
http://podnikatele.karlovyvary-region.eu/
TRADE LICENCES AND REPRESENTATION
Before registering in the Commercial Register, all companies must obtain a trade licence, or – for some types of business – a concession, corresponding to the activities they intend to perform. For this purpose, they must appoint an authorised representative (“odpovědný zástupce” in Czech) who is responsible for the company’s compliance with the conditions of the trade licences. The appointment of a responsible representative is not required for some types of the general business activities (“volna zivnost” in Czech). An authorised representative must be designated for each activity performed by the company; however, one authorised representative may be responsible for more than one trade licence of the company. One authorised representative may not perform this function for more than two companies.
Effective 1 August 2006, the company has the option to apply for registration with the tax office (for almost all types of taxes) along with the application for a trade licence.
Registration to Commercial Register
To apply for an entry in the Commercial Register, a Czech legal entity or a branch of a foreign company must follow certain procedures:
- Obtain a „trade licence“ authorizing the entity to carry on business (a trade licence must also be obtained by sole proprietors even if not required to register in the Commercial Register). For this purpose, it must appoint an individual to hold the „trade licence“. The type of licence and personal qualifications required are defined by the Trade Act. Both Czech nationals and foreign individuals meeting certain criteria (including permanent residency in the Czech Republic and the ability to speak fluent Czech or Slovak) can hold licences. An individual can hold trade licences for a maximum of two entities. The trade licence holder must be in an employment relationship with the entity.
- One or more statutory representatives must be appointed who are either Czech nationals or foreign individuals with a Czech residency visa. The same person may act as both the trade licence holder and statutory representative; the trade licence holder should preferably be chosen from among the statutory representatives if any of them meets the qualification criteria.
- If there are minimum capital requirements, a founding shareholder or a bank must be appointed as the administrator of contributions and must confirm that the required share capital has been repaid.
- Non-monetary capital contributions must be valued by an authorized appraiser (one appraisal is sufficient for any non-monetary capital contributions).
- The following supporting documentation is required:
- certified copies of an abstract from the Commercial Register or founding documents in the investor´s home country;
- for legal entities, a foundation deed (for a single shareholder) or memorandum of association;
- power of attorney for individuals handling the commercial registration process;
- a lease contract or other approval from the owner of the Czech business premises that will constitute the registered office of the entity; abstract(s) from both the Czech and the home country Criminal Register(s) of the proposed members of the statutory and supervisory bodies of legal entities;
- other documents depending on given circumstances.
If these documents are in a language other than Czech, they must be translated by a registered (forensic) Czech translator. All signatures must be verified by a public notary or other relevant authority. If a verifying notary or authority abroad is used, an apostile must generally be obtained under the 1961 Hague Convention unless a bilateral legal assistance treaty obviates this requirement. Business activities can commence as soon as the entry in the Commercial Register has been made. The documents to be disclosed in the Collection of Documents (part of the Commercial Register) throughout the period when business is carried out include:
- the company´s founding documents and any subsequent amendments; -resolutions on changes to the company´s statutory bodies;
- annual reports and financial statements (together with auditor´s report, if required);
- report on relationship between, and certain contracts among, related persons;
- copies of resolutions winding up the company;
- details of any merger, transfer of assets, division, transformation and related documents;
- expert valuations related to non-monetary contributions and in some other cases;
- any contracts on the transfer or lease of the enterprise, or a part thereof;
- contracts on the transfer or pledge of an ownership interest in a limited liability company;
- control contracts, contracts on the transfer of profit;
- certain other documents.
Based on materials published by Ernst & Young Ltd.
Setting up a business – summary
source: Czech Invest
http://www.czechinvest.org/…ss-86-en.pdf