Pursuant to Act No. 91/2012 Coll., on International Civil Law, the legal personality of a legal person and the capacity of a person different from a natural person are governed by the law of the state by which it has been incorporated. This law governs also the trade firm or name and the internal relations of such a person, relations between such a person and its partners or members and mutual relations of partners and members, liability of partners or members for obligations of such a person and who acts on behalf of the person as its body, as well as its termination.

General provisions concerning legal persons are laid down in the Civil Code (Act No. 89/2012 Coll.) in part 3 of the second division of the general part called “Legal Persons”. Special provisions on Business Corporations and Cooperatives are laid down in the Act on Business Corporations. The Act on Public Registers of Legal and Natural Persons (Act No. 304/2013 Coll.) may also be mentioned.

Pursuant to Act No. 91/2012 Coll. on International Civil Law, a legal person with a seat in the Czech Republic may only be incorporated pursuant to Czech law. That does not influence the possibility of transferring to the Czech Republic a seat of a legal person incorporated pursuant to the law of a foreign country, which has a seat abroad, if it is permitted by international agreement, directly applicable legislation of the European Union or another legislation.

Directives, which oblige the Member States to harmonise the law with their content, play a very important role in the law of each EU Member State.

The Czech Republic has concluded a number of bilateral agreements. In the area of recognition of public documents issued by an authority of the given state, alternatively exemption from the so called Superlegalisation, or exemption from the necessity to provide a document with an Apostile based on bilateral agreement, please consult the website of the Ministry of Justice, where the list of such bilateral agreements can be found: https://justice.cz/web/msp/overovani-listin-do-ciziny1

The public registers of the Czech Republic: https://or.justice.cz/ias/ui/rejstrik-$firma

Not all legal persons distinguished in Czech law are registered in a public register. However, every business corporation is registered, therefore every Public Limited Company and Private Limited Company is registered. Pursuant to section 126 of Act No. 89/2012 Coll., the Civil Code, a company comes into existence with its registration in a public register (the term of public registers includes not only the Commercial Register, but some other public registers, e. g. Register of Associations).

Yes, the plants or branches of foreign legal persons as the way of pursuing their business in the territory of the Czech Republic are compulsorily registered in the Czech Commercial Register. The registered facts are set in section 49 and 50 of Act Nr. 304/2013 Coll., on the Public Registers of Legal and Natural Persons.

The Czech version of the Act on the Public Registers of Legal and Natural Persons: https://zakonyprolidi.cz/cs/2013-304

The English version of the Act on the Public Registers of Legal and Natural Persons: http://obcanskyzakonik.justice.cz/images/pdf/Act_on_Public_Registers1.pdf

The Czech version of the Civil Code: https://zakonyprolidi.cz/cs/2012-89

The English version of the Civil Code: http://obcanskyzakonik.justice.cz/images/pdf/Civil-Code.pdf

A Company is represented by its statutory body, which has the general right of representation, therefore it can represent the legal person in all matters. In case more persons are members of the statutory body, each of them is individually authorised to represent the legal person towards third persons. This rule can be modified in the founding document and in case of its registration and publication in the public register, the Company may invoke it also towards third persons.

Yes, the form of representation is an obligatory part of the record in the public register. Nevertheless the registration of members of statutory bodies in the public register is of a declaratory nature.

In case of registration and publication in the public register, it can be claimed by the legal person towards third parties. The Commercial Register is built on the principle of material publicity. The positive side of the principle of material publicity means that the information registered in the Commercial Register is effective towards everyone. As soon as certain information has been made public and 16 days have passed since the publication, no person can claim that it was not known to him/her. The negative side of the principle of material publicity has opposite effects. If the Company has certain information registered in the Commercial Register, it is bound by it, even if it does not correspond to the reality (prerequisite for this is good faith of the person concerned).

In some cases, for the representation of a legal person the law requires the consent of a different (usually the highest) body (for example for agreement on performance of office, on transfer or pledging a business establishment or on silent partnership). Outside of this legal framework, legal persons may restrict the right of representation also in a different way, and may do so by a regulation in the founding document, resolution of the highest or supervisory body or in agreement on performance of office.

The absence of consent required by the law constitutes a relative invalidity of the legal action. The absence of consent required by the founding document or by agreement on performance of office has effects within the legal person, but not towards third persons.

The right of representation can be proven by extract from the public register. If the record in the public register does not correspond to the actual situation, considering the declaratory nature of the registration of a member of a statutory body, it is alternatively possible to prove an election into office by submitting the decision of the highest body about his election (for example with minutes from the General Meeting, resolution of the sole partner/shareholder in the competence of the General Meeting).

The statutory body has the general right of representation and the right to represent the business corporation in all its affairs. In some cases the law requires the consent of another (usually the highest) body (for example for agreement on performance of office, on transfer or pledging a business establishment or on silent partnership).

The public register can be consulted on the website of the Ministry of Justice www.justice.cz . The public register is maintained in the Czech language.

The term of actual beneficiary is defined by Act No. 253/2008 Col., on some measures against laundering of money gained from criminal activities and against financing of terrorism. Act No. 304/2013 Coll., on Public Registers of Legal and Natural Persons and on the Register of Trusts has established registers of actual beneficiaries as of 1 January 2018. The register of actual beneficiaries is an information system of the public administration, which registers information about actual beneficiaries which is prescribed by the law. The register is not public and it is maintained by register courts.