Registration Requirements

A newly established company is entered in the court register of territorial jurisdiction. The paperwork takes up to 30 days and the procedure is relatively straightforward.

All companies must register any changes in their registered data and acts as provided by law, as well as any initiation of bankruptcy or liquidation proceedings.

Applications for the court registration of companies must be filed within 15 days of the adoption of the act of establishment.

With entry in the court register, the new enterprise becomes a legal person and acquires the capacity to do business.

The registration procedure is initiated by the filing of an application on the prescribed form with the competent court in the town in which the entity subject to registration is based. Proceedings for registration are quite prompt and conducted by competent court officials.

The court register is public; anyone may request certified copies of registration and other documents.

Companies established with foreign capital (joint ventures and wholly foreign-owned companies) or share acquisitions in existing companies acquire legal status upon registration with the local court.

The Court Register Act provides for registration of the following entities:

  • General partnership and limited partnership.
  • Limited liability company.
  • Joint-stock company.

Information to be entered in the court register

  • Uniform identification number.
  • Name of firm.
  • Address (street, number, town, postcode).
  • Legal status.
  • Activities, with corresponding national classification code.
  • Date of the act of establishment (contract, act of incorporation or other act).
  • Founders/shareholders (identification number, name of firm, home address, country, type and extent of liabilities, date of admission, date of withdrawal).
  • Authorised representatives (identification number, name, address, type of representation, e.g. proxy, management board member, liquidator, etc., extent of representation, date of granting of authorisation, date of expiry of authorisation).
  • Period of registration (if the entity subject to registration is established for a fixed period of time).
  • Other information if so provided by law.

Registration of joint-stock companies, limited liability companies and partnerships limited by shares requires also the following information:

  • Supervisory board members (identification number, name, date of appointment, date of dismissal).
  • Amount of founding capital, increases or decreases in capital, shareholders' contributions.
  • Statutory changes and the contract that provides for them.
  • Rulings on the nullification or invalidity of shareholders' meeting decisions.
  • For the purpose of registering a limited liability company, the amount of contribution of an individual partner shall be stated.

Joint-Stock company

Application for court registration is filed by the management and supervisory boards, and must contain the following information:

  • The amount of capital for which shares have been issued.
  • A bank certificate that provides proof of contributions.
  • A signed statement by the founders that they are familiar with the court's criteria concerning the suitability of members of management bodies.
  • The extent of the management's authorisation to represent.

The following must be enclosed with the application for court registration:

  • Decisions of the founding meeting on subscriptions, distribution and payment of shares.
  • The act of incorporation and certificates on share acquisitions.
  • A statement of account of the founding expenses borne by the company.
  • Documents on the appointment of management and supervisory boards.
  • Founding and auditing reports.

The signatures of the management bodies must be deposited with the court. The court registers the name, the registered office, the business activities, the amount of founding capital, the date of adoption of bylaws, the name and address of managers, the duration, and managers' authorisation to represent.

Limited Liability Company

Application for court registration must be filed by the manager and the following details must be enclosed:

  • Agreement of incorporation.
  • A list of the shareholders and the value of their shares.
  • A report on contributions in kind.
  • A bank certificate on capital contributions held in a temporary account.
  • An authorised accountant's report on the value of contributions in kind.