Act No. 245 / 2022 Coll.
Act amending Act No. 37 / 2021 Coll., on the registration of beneficial owners
Valid
Law
Effective from 01.10.2022
Text versions:
01.10.2022
31.08.2022
245
THE LAW
of 10 August 2022
amending Act No. 37 / 2021 Coll., on the registration of beneficial owners
Parliament has decided on this law of the Czech Republic:
Act No. 37 / 2021 Coll., on the registration of beneficial owners, is amended as follows:
1. in Section 2, points (c) and (d) are deleted;
Points (e) to (n) shall be renumbered (c) to (l).
2. In Article 2 (c), the words "is the end-recipient or the end-user 'are replaced by the words" ultimately owns or controls a legal person or legal arrangement'.
3. In Article 2 (d), the words "by which the end-recipient may indirectly benefit or by which the end-user may indirectly exercise influence, including ownership and management structure 'are replaced by" through which the legal person or legal arrangement is owned or controlled'.
4. In Article 2 (e), the words "the possibility of indirect acquisition of benefit or the possibility of indirect application of end-effect 'are replaced by the words" ownership or control of a legal entity or legal arrangement'.
5. In Article 2 (f), the words "the possibility of obtaining benefit or the possibility of having an end effect 'are replaced by the words" the ownership or control of a legal person or legal arrangement'.
6. Article 3 shall be deleted;
7.
(1) Corporate ultimately owns or controls any natural person who, directly or indirectly through another person or legal arrangement
(a) has a share in the corporation or a share in the voting rights of more than 25%;
(b) has a right to a profit share, other own resources or a liquidation balance of more than 25%;
(c) exercise a decisive influence in a corporation or corporation which has a share of more than 25% individually or jointly in that corporation; or
(d) exercise decisive influence in corporation by other means.
(2) The decisive influence in the corporation is exercised by those who, at their discretion, whether and on the basis of what legal fact, can, directly or indirectly through another person or legal arrangement, achieve that the decision of the highest body of the corporation corresponds to its will.
(3) The dominant influence in the commercial corporation is exercised by the controlling person under the law governing the legal situation of commercial corporations.
(4) It is considered that a decisive influence in the corporation is exercised by those who can appoint or withdraw most of the persons who are members of the corporate statutory body.
(5) Any natural person who is a member of their statutory body or a person in a similar position or representing a legal person in that body shall be deemed to have a decisive influence in a non-commercial corporation, housing or social cooperative or in an investment fund in the legal form of a joint-stock company with variable capital.
(6) In the case of:
(a) chains of shares which have tied persons or legal arrangements multiply; and
(b) the branching of the product of the shares from the individual chains are added together.
(7) For the purpose of determining the beneficial owner of an investment fund in the legal form of a variable-capital joint-stock company, investment shares shall not be taken into account unless the statutes associate with those shares a similar voting right as for the founding shares. ';
8. In Article 5 (1) (b), the words "if the person with ultimate influence in the corporation 'are replaced by the words" if the corporation exercises decisive influence'.
9. In Article 5 (2), the words "if the person with ultimate influence in the corporation 'are replaced by the words" if he exercises a decisive influence in the corporation'; the words "is the ultimate beneficiary 'are replaced by the words" is the beneficial owner'; the words "the beneficial owner 'are replaced by the words" are'; the words "is also 'and the words" and any natural person who is its final beneficiary' are deleted.
10. in Article 5 (3), the words "If the legal person whose beneficial owner is designated pursuant to paragraph 1 or 2 is the legal person whose beneficial owner is designated under paragraph 1 or 2 shall also be replaced by" shall be replaced by "the beneficial owner of the corporation referred to in paragraph 1 or 2 is" and the words "in which the decisive influence is exercised" shall be added at the end of the text of paragraph.
11. the following Section 5a is inserted after Section 5:
(1) The fund, the Institute, a community of general interest or a legal arrangement is ultimately owned or controlled by any natural person who exercises decisive influence over them.
(2) The decisive influence in the Funding, the Institute and the General Beneficial Society is exercised by those who, at their discretion, whether and on the basis of which legal facts, directly or indirectly through another person or legal arrangement can achieve that the decision of a statutory or other managing authority is in accordance with its will.
(3) A decisive influence on the management of the legal arrangement shall be exercised by those who, at their discretion, whether and on the basis of what legal fact, may, directly or indirectly through another person or legal arrangement, achieve that the decision of the trust trustee complies with his or her will. ';
12. in Article 7, the following paragraph 1 is inserted:
"(1) No beneficial owner
(a) the State and the local authorities, the voluntary association of municipalities, the state contribution organisation, the local authorities' contribution organisation; and
(b) a Czech legal person set up or set up for the purpose of meeting needs of the public interest which are not of an industrial or commercial nature, provided that the Czech Republic, the region or the municipality primarily finances it, exercises a decisive influence on it or nominates or withdraws a majority of the persons who are members of its statutory or supervisory body; in the case of a commercial corporation, it is always required that all shares in it are held directly or indirectly by the Czech Republic, the county or the municipality. ';
The current text becomes paragraph 2.
13. in Paragraph 7 (2) of the introductory part of the provision, the words "applicable" shall be replaced by the words "it shall be considered that under paragraph 1 (b)."
14. in Article 7 (2), points (a) to (c), (h) and (j) to (n) are deleted;
Points (d) to (g), (i), (o) and (p) shall be renumbered as points (a) to (d), (e), (f) and (g).
15. in Article 7 (2) (f), the words "benefit" shall be deleted and the words "share" shall be inserted after the words "share";
16. in Article 9 (2), the words "or 38" shall be replaced by "38 or 41 (3)";
17. in Article 9 (3), the words "designated" shall be deleted and after the words "(a)" shall be inserted after the words "or Article 5 (3)";
18. in Articles 10, 55 (2) and 56 (2) (b), the words "the end-recipient, the end-user, the end-user" shall be replaced by the words "the end-recipient may benefit or the end-user may exercise his influence";
19. in Article 14 (4) (b), the word "Funding" shall be replaced by "legal persons," the words "Article 34" shall be deleted and the word "adjusting" shall be replaced by "adjusting."
20. In Article 15 (1) (b), the words "the end-recipient may benefit or the end-user may exercise his influence on a foreign legal person" shall be replaced by the words "is owned or controlled by a foreign legal person."
21. in Paragraph 16 (2), at the end of the text of point (r), the word "a" is replaced by a comma and the following points (s) and (t) are inserted:
"(s) providers for the purpose of conducting a grant procedure or repayable financial assistance;
(t) the Broadcasting Board for the purpose of exercising its competence; and ';
Point (s) shall be renumbered as point (u).
22. in Paragraph 16 (3), the text "s)" is replaced by the text "u)."
23. in Article 23 (3) (d) and in Article 53 (1) and (2), the word "benefit" shall be replaced by the words "profit, other own resources or disposal balance."
24. The following Section 33a is inserted after Section 33:
(1) The court which is responsible for the proceedings for registration shall, on application by a legal person, determine whether or not it is a legal person pursuant to Article 7 (1) (b). If it is appropriate to protect the rights of third parties, they shall also determine on their own motion.
(2) If the court decides that a legal person is a legal person pursuant to Article 7 (1) (b), it shall ensure, within 3 days of the date on which the decision became final, that that fact is published by means of the register of beneficial owners on the Ministry's website. "
25. in Article 38 (1) (b) and (2) (b), the words "legal persons" shall be replaced by "corporations."
26. In Paragraph 38, the words "if the conditions of paragraph 7 are met 'shall be added at the end of the text of paragraphs 1 and 2.
27. in Article 38 (3) and (4):
"(3) In the register of beneficial owners, as the beneficial owner of a public company with no more than 3 partners, the natural person registered shall be automatically certified
(a) as a member of the trade register; or
(b) as the beneficial owner of a corporation incorporated in a public register which is a member of a public company, provided that the conditions of paragraph 7 are fulfilled.
(4) A natural person registered as a member of their statutory body or a person in a similar capacity as a member of their statutory body or a person representing a legal person in that body shall be entered in the register of beneficial owners, as the beneficial owner of a sorority, a subsidiary association, a foreign subsidiary association, an interest association of legal persons, an international non-governmental organisation, a community of owners of units, a trade union organisation, an employer organisation, a district and a regional chamber under another law or housing or social cooperative. '
28. In Paragraph 38, paragraphs 5 to 7 are added:
"(5) In the register of beneficial owners, the natural person who is kept in the register of persons under the law governing the church and religious society, political party, political movement, church, religious society and other legal persons shall be automatically referred to as a member of their statutory body or a natural person in a similar position, or as a person representing a legal person in that body, as the actual owner of the society, political party, political party, political movement, church, religious society and other legal persons.
(6) For the purposes of the automatic subscription referred to in paragraph 3, the shares of members of a public company shall be deemed to be of the same size.
(7) For the purposes of the automatic subscription referred to in paragraph 1 (b), paragraph 2 (b) and paragraph 3 (b), the proportion constituting the status of beneficial owner shall be deemed to be:
(a) 40% or more of tied corporations, unless someone has the same or a larger share;
(b) an indirect holding in a limited liability company, a public limited company or a public company of more than 25%; or
(c) 40% or more of the holding in a limited liability company, a public limited company or a public company and in linked corporations, unless someone has the same or a larger share, if it is the beneficial owner pursuant to Article 5. ';
29. In Paragraph 39, the words "or the register of persons' shall be inserted after the word" register '.
30. In Paragraph 40, the current text becomes paragraph 1 and the following paragraph 2 is added:
"(2) The date of registration or deletion of the fact in the public register or in the register of persons acting on an automatic subscription shall be automatically stated as the date from which or until which the natural person is the beneficial owner; that information does not cause any irregularity or infringement pursuant to Paragraph 9 (1). ';
31. in Paragraph 41, the following paragraph 3 is added:
"(3) Where the beneficial owner is designated by a corporation for which Paragraph 38 does not apply only pursuant to § 4 (5) or § 5 (1), that corporation may, in the context of an application for registration, propose to the court or, in the context of an application for registration, ask the notary to have any natural person who is registered as a member of its statutory authority or a natural person acting in a similar capacity as the legal person in that authority as its beneficial owner. ';
32. In Paragraph 45, the following paragraph 2 is inserted after paragraph 1:
"(2) Where an individual has been called upon to remove an irregularity consisting of the fact that no information has been entered in the register of the beneficial owners, the court shall enter a note of the irregularity without issuing a decision on it after a futile appeal under Paragraph 43. '
Paragraph 2 shall become paragraph 3.
33. In Article 48 (3), the words "the end-user, the end-user, the end-user" shall be deleted and the words "the end-recipient may benefit or the end-user may exercise his or her influence" shall be replaced by the words "the legal person or the legal arrangement is owned or controlled."
34. in Article 53 (1) and in Article 54 (1), the words' shall be added at the end of the text of the paragraph; this shall not apply in the case of the beneficial owner who, pursuant to Article 5 (1) and (3), is based on his position as a senior management '.
35. in Paragraph 54 (2), "15" is replaced by "30."
Transitional provisions
1. The Ministry of Justice shall, within 1 month of the date of the entry into force of this Act, by setting up an information system for the registration of beneficial owners, ensure that the automatically described data under Act No. 37 / 2021 Coll., as effective before the date of entry into force of this Act, are aligned with the provisions of Part Three, Title V, Act No. 37 / 2021 Coll., as effective from the date of entry into force of the Act, and that the data under Act No. 37 / 2021 Coll., as effective from the date of entry into force of the Act are automatically profiled.
2. The Ministry of Justice shall, within 1 month of the date of entry into force of this Act, replace, by setting up an information system for the registration of beneficial owners in the context of the data entered in the register of beneficial owners pursuant to Article 13 (b) of Act No. 37 / 2021 Coll., as effective before the date of entry into force of this Act, the designation of the status of beneficial owner or the "end-user and the end-user" in the case of corporations, the designation of the "actual owner" in accordance with Article 4 of Act No. 37 / 2021 Coll., and, in the case of legal arrangements and legal persons not being corporations, the name "of the actual owner" share in the benefit of the title "of the" real owners "and in the data entered in the register of beneficial owners in accordance with Article 13 (c) of Act No. 37 / 2021 Coll., in the text effective before the date of entry into effect of this Act, the law, the title." An indication of the share of voting rights and an indication of the direct share of the benefit entered in the register of beneficial owners pursuant to Article 13 (c) of Act No. 37 / 2021 Coll., as effective before the date of entry into force of this Act, shall also be considered as an indication of the share in accordance with Act No. 37 / 2021 Coll., as effective from the date of entry into force of that Act.
3. Persons who, pursuant to Article 7 (h) and (j) to (n) of Act No. 37 / 2021 Coll., as effective before the date of entry into force of this Act, have no real owner shall ensure that, within 6 months of the date of entry into force of this Act, the valid data of their beneficial owner comply with the requirements of Act No. 37 / 2021 Coll., as effective from the date of entry into force of the Act. These persons shall not be subject to the provisions of Title VI of Part Three and Part Four of Act No 37 / 2021 Coll., as effective from the date of entry into force of this Act, or to the provisions of other laws requiring the identification of the beneficial owner in the register of the beneficial owners, until the first entry of the data in the register of beneficial owners.
4. The provisions of Part Three, Title VI and Part Four, Act No. 37 / 2021 Coll., as effective from the date of entry into force of this Act, shall not apply to legal persons and legal arrangements arising within a period of 1 month from the date of entry into force of this Act, nor shall the provisions of other laws requiring the identification of the beneficial owner in the register of the beneficial owners.
5. The person who has fulfilled the obligation under Article 9 of Act No. 37 / 2021 Coll., as effective before the date of entry into force of the Act, shall ensure that the valid data comply with the requirements of Act No. 37 / 2021 Coll., as effective from the date of entry into force of the Act. The data entered in the register of beneficial owners under Act No. 37 / 2021 Coll., as effective before the date of entry into force of this Act, and which are not entered in the register of beneficial owners under Act No. 37 / 2021 Coll., as effective from the date of entry into force of this Act, shall not be taken into account. This information does not cause any irregularity or breach of the obligation under Article 9 (1) of Act No. 37 / 2021 Coll., as effective from the date of entry into force of this Act, but this does not prevent their deletion on application or request.
6. If, in the case of a person referred to in point 5 on the date of entry into force of this Act, the status of registration meets the requirements of Act No. 37 / 2021 Coll., as effective from the date of entry into force of this Act, but no later than 6 months after the date of entry into force of this Act, that status of registration shall not cause any irregularity or breach of the obligation laid down in Section 9 (1) of Act No. 37 / 2021 Coll., as effective from the date of entry into force of this Act, nor any irregularity under any other law, and in these cases the provisions of Section 42 to 51 and Part Four of Act No. 37 / 2021 Coll., as effective from the date of entry into force of this Act. If, in the case of a person under point 5 on the date of entry into force of this Act, he was not the beneficial owner pursuant to Act No. 37 / 2021 Coll., as effective from the date of entry into force of this Act, the person who, pursuant to Act No. 37 / 2021 Coll., as effective from the date of entry into force of this Act, was not, in respect of that beneficial owner until his registration in the register of beneficial owners pursuant to Act No. 37 / 2021 Coll., as effective from the date of entry into force of this Act, but no later than 6 months after the date of entry into force of this Act, the provisions § 52 to 54 Coll.
7. The date from which the beneficial owner under Act No. 37 / 2021 Coll., as effective from the date of entry into force of the Act, was the person who was effective under Act No. 37 / 2021 Coll., as before the date of entry into force of the Act, was not the date of entry into force of the Act.
8. The application for registration which was served on the court or the application for registration lodged on the notary before the date of entry into force of this Act shall be examined in accordance with Act No. 37 / 2021 Coll., as effective before the date of entry into force of this Act.
9. An entry or an automatic signature on the basis of an application lodged by a court or a request lodged with a notary before the expiry of 1 month from the date of entry into force of this Law shall be made no earlier than that period; the time limit for carrying out the registration shall not run for that period.
10. The persons referred to in paragraphs 3 and 5 shall be exempt from the legal fee for the first application for registration received at the earliest on the date of entry into force of this Act and for the next application, if the previous application has been rejected, within a maximum period of six months from the date of entry into force of this Act.
Efficacy
This Act shall take effect on 1 October 2022.
Pekarová Adamová v. r.
Zeman v. r.
Fiala v. r.
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Regulation Information
| Citation | Act No. 245 / 2022 Coll., amending Act No. 37 / 2021 Coll., on the registration of beneficial owners |
|---|---|
| Regulation Type | Law |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 31.08.2022 |
|---|---|
| Effective from | 01.10.2022 |
| Effective until | - |
| Status | Valid |
Parliamentary Paper:
Paper No. 248
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