Act No. 304 / 2013 Coll.
Law on public registers of legal and natural persons and on the registration of trust funds
Valid
Law
Effective from 01.01.2014
Contents
ČÁST PRVNÍ
HLAVA I
§ 1
§ 2
§ 3
§ 3a
§ 4
§ 5
§ 6
§ 7
§ 8
§ 9
§ 10
HLAVA II
§ 11
§ 12
§ 13
§ 14
§ 15
§ 16
§ 17
§ 18
§ 19
§ 20
§ 21
§ 22
§ 23
§ 24
HLAVA III
Díl 1
§ 25
Díl 2
§ 26
§ 27
§ 28
§ 29
§ 30
Díl 3
§ 31
§ 32
§ 33
§ 34
§ 34a
Díl 4
§ 35
§ 36
§ 37
§ 38
§ 38a
Díl 5
§ 39
§ 40
§ 41
Díl 6
§ 42
§ 43
§ 44
§ 45
§ 46
§ 47
§ 48
§ 49
§ 50
§ 51
Díl 7
§ 52
§ 53
§ 54
Díl 8
§ 55
§ 56
§ 57
§ 58
§ 59
§ 60
§ 61
§ 61a
§ 62
§ 62a
§ 62b
§ 62c
§ 63
§ 64
Díl 9
§ 65
HLAVA IV
§ 65a
§ 65b
§ 65c
§ 65d
§ 65e
§ 65f
§ 65g
HLAVA V
§ 66
§ 67
§ 68
§ 69
§ 70
§ 71
§ 72
§ 73
§ 74
ČÁST DRUHÁ
§ 75
§ 76
§ 77
§ 78
§ 79
§ 80
§ 81
§ 82
§ 83
§ 83a
§ 84
§ 85
§ 86
§ 87
§ 88
§ 89
§ 90
§ 91
§ 92
§ 93
§ 94
§ 95
§ 95a
§ 96
§ 97
§ 98
§ 99
§ 100
§ 101
§ 102
§ 103
§ 104
§ 105
§ 105a
§ 106
§ 107
ČÁST TŘETÍ
§ 108
§ 108a
§ 109
§ 110
§ 111
§ 112
§ 113
§ 114
§ 115
§ 116
§ 117
§ 118
ČÁST ČTVRTÁ
§ 118a
ČÁST ŠESTÁ
§ 119
§ 120
§ 121
§ 122
§ 123
§ 124
§ 125
§ 125a
§ 126
§ 127
§ 128
§ 129
§ 130
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304
THE LAW
of 12 September 2013
on public registers of legal and natural persons and on the register of trust funds
Parliament has decided on this law of the Czech Republic:
PUBLIC REGISTERS OF LEGAL AND PHYSICAL PERSONS
SUBJECT MATTER AND BASIC PRINCIPLES
Public registers
(1) Public registers of legal and natural persons under this Act (hereinafter referred to as the "Public Register") means the Federal Register, the Foundation Register, the Institute Register, the Unit Owners' Community Register, the Commercial Register and the Register of Public Beneficial Companies.
(2) Information on legal and natural persons (hereinafter referred to as "the registered person ') shall be entered in the public register.
(3) The public register is a public administration information system.
(4) The public register is kept in electronic form. The public register shall be kept by a court (hereinafter referred to as "the register court ').
Register Court
(1) The Register Court shall, for each registered person, conduct a split plant of its business establishment (hereinafter referred to as the "plant"), a plant of a foreign person or its split plant and a subsidiary association or other similar organisational unit of a foreign association active in the territory of the Czech Republic, and an organisational component of a foreign foundation, foundation fund, institute or function of a similar person governed by the law of another State exercising a special input in the territory of the Czech Republic. A collection of documents is part of the public register.
(2) The register court shall publish the registration, amendment or deletion thereof (hereinafter referred to as "registration") as well as the deposit of documents, including electronic documents (hereinafter referred to as "instrument"), in the collection of documents without undue delay after registration.
(3) The register court shall also notify the competent income tax administrator, the national statistical service authority, the competent business office and the authority which issued the other business authorisation of the published data no later than 5 working days after the date of registration.
(4) The scope and manner of publication of the minutes and the manner of publication of the documents in the instrument collection shall be laid down by the Government by regulation.
Principle of formal publicity
(1) The register court shall publish the particulars of the registered person and of the documents deposited in the collection of documents in a manner enabling remote access and shall allow for an officially certified electronic copy.
(2) The register court shall always issue a paper copy of the facts entered in the public register and the documents deposited in the register before 1 January 1997, unless the entries on those documents are already kept in electronic form; That doesn't apply if it's a federal register.
(3) The register court shall always issue a paper copy of the facts entered in the register and the documents entered in the register before 1 January 2017, unless the entries on those documents or documents are already kept in electronic form.
If it is a limited liability company, a public limited company or a plant and a fission plant of a foreign capital company 20) registered in accordance with Paragraph 50, the data entered in the Commercial Register and the documents deposited in the Charter Collection, published in a way that allows remote access, shall also be published by the Registry Court through a system of interconnection of registers. The Ministry of Justice shall ensure that data enabling the allocation of a unique European identification code (21) are also provided for in the first sentence.
(1) At the request of the Registry, the Registry shall issue an officially certified partial or complete copy of the registration or the document deposited in the collection of documents or a certificate stating that there is no indication in the public register, unless the applicant expressly requests a copy not officially certified.
(2) The official verification shall confirm the conformity of the copy with the entry in the public register or with the document in the instrument collection.
(3) The reimbursement of the costs of issuing copies may not exceed the actual and effective administrative costs.
A certified output from the public administration information system is issued from the public register according to the law governing public administration information systems1).
Where a birth number is entered in a public register, it shall not be entered in a public register or published. Where the birth number is indicated in the documents in the instrument collection, those documents shall be published in accordance with the procedure laid down in this law, including the birth number.
(1) The Ministry of Finance shall publish information on persons registered in the Czech Republic in a way that allows remote access and details of the public register in which they are registered, including:
(a) name,
(b) the date of establishment of the legal person, the date of its revocation, stating the legal basis and the date of its demise;
(c) the registered office, the address of the place of stay and, where appropriate, the place of residence, if different from the place of stay;
(d) the identification number of the person, if assigned;
(e) the purpose or object of the activity;
(f) the name, address of the registered office or place of residence and, where appropriate, residence, if different from the address of the place of residence, of each member of the statutory authority, together with an indication of the manner in which he represents the legal person, and the date on which the establishment and termination of the duties takes place;
(g) membership of a legal person and its name if it is a member of a legal person;
(h) membership of the legal entity and its name if it is a member of the legal entity; and
(i) the designation of the register in which the person is registered.
(2) The Ministry of Finance shall publish, in a way that allows remote access, information on trust funds and the structure or functions of similar facilities governed by the law of another State and operating in the territory of the Czech Republic (hereinafter referred to as the "Foreign Trust Fund") registered in the Czech Republic, including:
(a) the designation of the trust fund or foreign trust fund;
(b) the date on which the trust fund or foreign trust fund is established, the date on which the trust fund or foreign trust fund is wound up or the date on which the administration is wound up, stating the legal basis and the date of its demise;
(c) the identification number of the trust fund or foreign trust fund;
(d) the purpose of the trust fund or foreign trust fund; and
(e) the name and address of each trustee, if any, of the natural person, the name and address of the registered office, if any, together with an indication of the manner in which it is acting and the date on which the function was established and the date of termination.
(3) The Ministry of Finance will make it possible to obtain an electronic copy of the data referred to in paragraphs 1 and 2.
Principle of material publicity
(1) A person who is legally acting with confidence in the information entered in the public register shall not be entitled to object to the fact that the registration does not correspond.
(2) The particulars and content of documents the publication of which the law imposes may be objected to by the registered person only from the time of their publication, unless it proves that the third party was previously known. However, such particulars and the content of the documents may not be invoked by the registered person in respect of negotiations held until the 15th day following publication, provided that the third party proves that he was unable to know about them.
(3) Third parties may always call unpublished data and the content of documents, unless the fact that they are not published renders them ineffective.
(1) If the content of the registration in a public register is contrary to the law imposing a provision of the law and it cannot be corrected otherwise, the Registry Court shall invite the registered person to remedy it. If a legal person and the legal entity fail to remedy it within the time limit laid down, the court may, on its own motion, decide to abolish the legal person in order to protect third parties with liquidation.
(2) If there is a discrepancy between the wording of the public register in the Czech and foreign languages or documents stored in the collection of documents in the Czech language and the voluntarily deposited translation of these documents into a foreign language pursuant to § 74 (1), the text published or stored in a foreign language may not be invoked against third parties. A third party may rely on the text published or stored in a collection of documents in a foreign language, unless the registered person proves that the third party knew the text of the contents of the registration or of the document in the Czech language.
Effects of publication of a registration or order refusing a member of an organ of a legal person
(1) As from the date of publication of the registration of a person who is a member of an organ of a legal person, no person may rely on an infringement of law or of a founding act in respect of third parties in their choice or appointment, unless the registered person proves that the third party knew of the infringement. This is without prejudice to the right to invoke the nullity of an election or appointment in accordance with another law.
(2) Where a registered court rejects an application for registration of a person who is a member of an institution of a legal person, the profession of that person shall be treated as if it had not happened; This is without prejudice to the rights of third parties acquired in good faith. The negative decision shall be published by the Registry after the acquisition of legal power.
DRAFT
Application for registration and consent of persons registered
(1) Unless otherwise provided for in another law, the application for registration may be lodged only by the person mentioned in that law.
(2) The application for registration must be filed without undue delay after the operative event has arisen.
(3) If the person referred to in paragraph 1 does not fulfil the obligation to submit an application for registration within 15 days of the date on which that obligation arose, the application for registration may be lodged by any person who provides evidence of his legal interest and the application for registration shall be accompanied by documents supporting the facts recorded in the public register.
The appellant referred to in Article 11 shall, at the same time as the application for registration, provide evidence of the consent of persons who are registered under this or other law in the context of the registration of a person, unless such consent results from other applications for registration of documents; consent is not required for the deletion of a person registered in the framework of the registration of a legal person. If the consent of such persons is not given by a declaration certified by the public, their signature on the instrument of consent shall be officially verified.
Presumption of registration
Eligibility to be a member of an institution of a legal person shall be evidenced by a declaration of honour of the person to be registered.
(1) When applying for registration, the applicant shall provide evidence of the legal reason for using the premises in which the registered person's registered office is located; This does not apply if the legal reason is identifiable from the public administration information system or part thereof which is a public register, register or list.
(2) In order to demonstrate the legal reason for the use of the premises, it is sufficient for the written declaration of the owner of the property or of the unit where the premises are located, or, where appropriate, for the declaration of the person authorised to use the real estate, apartment or non-residential space to otherwise dispose of the consent to the location of the seat of the person. The declaration shall not be more than 3 months old and the signatures shall be officially authenticated.
(3) The registered person shall have a legal reason for using the premises referred to in paragraph 1 as long as those premises are registered in the public register as its registered office.
If the applicant is a foreign person, he shall communicate to the Registry an address for service in the Czech Republic or an agent for the receipt of documents with an address for service in the Czech Republic; This applies mutatis mutandis to any modification of these data.
(1) Where a legal person is subject to criminal prosecution or to a sentence imposed under a law governing the criminal liability of and proceedings against legal persons, the applicant shall provide evidence in the application for the registration of his or her transformation or the application for its deletion that the court has authorised the conversion or termination of that legal person.
(2) The Registry Court shall inform the person having a legal interest in this matter whether criminal proceedings are brought against the registered or registered person under the law governing the criminal liability of legal persons and proceedings against them.
The instrument proving compliance with the obligations under paragraphs 13 to 16 shall be attached to the application for registration.
Application forms for registration
(1) Application for registration may be made only on a form.
(2) The forms are to be completed on the website of the Ministry of Justice.
The application for registration shall be accompanied by the documents relating to the facts to be entered in the public register and by the documents annexed to the register.
The obligation to submit an application for registration on the form referred to in Article 18 shall not apply where the registration is carried out or amended on an official basis or if the form provided for in Article 18 has not been prescribed for the persons registered.
The Ministry of Justice shall determine by decree the format of the forms for submission of applications for registration. The forms of the Ministry of Justice shall be published at the same time in a way that allows remote access; this service is not charged.
Form of application for registration
(1) An application for registration may be made in paper or electronic form; This shall apply mutatis mutandis to supporting documents on the facts contained in the application for registration and the documents attached to the collection of documents. The Government shall determine in which format the documents shall be submitted in electronic form and which documents may be filed in electronic form only.
(2) The signature of the application for registration in paper form must be officially verified.
(3) The application for registration in electronic form must be signed in a manner to which other legislation links the effects of handwritten signature 16).
The application for registration and the documents shall be kept by the Registry Court only in electronic form, unless the nature of such an application or instrument makes this impossible. The application for registration and documents received in paper form shall be transferred by the Registry Court without undue delay to the electronic form.
The application for registration shall be submitted and the entry in the public register shall be in the Czech language. The applicant may request that registration in a public register be carried out in any foreign language.
PUBLIC REGISTERS AND FACTS INCLUDED IN THEM
Facts entered in the public register
(1) The public register shall include:
(a) the name and address of the place of residence or, where applicable, residence, if different from the place of stay, of the registered person;
(b) the subject matter of the activity or business or the definition of the purpose of the person, if any other law so requires;
(c) the legal form of the legal entity;
(d) the date on which the legal person was created and destroyed;
(e) in the case of a natural person, whatever the reason for the registration, the date of birth, the birth number, if any, and the address of the place of stay and, where applicable, residence, if different from the address of the place of stay;
(f) the identification number of the person assigned to the registered person by the registry court; the person's identification number shall be provided to the registry court by the administrator of the basic register of legal persons, business natural persons and public authorities (2);
(g) the name of the statutory authority, if not legally applicable, the number of members of the statutory authority, the name and address of the place of residence or, where applicable, the residence, if different from the address of the place of residence, of the person who is a member of the statutory authority, indicating the manner in which he acts as a legal person and the date on which his office was established and the expiry of his office; where a legal person is a member of the statutory body, the name and address of the place of residence and, where applicable, the residence, if different from the address of the place of residence, of the person representing him in the performance of his duties;
(h) where a control authority is to be established, its name, if not legally applicable, the number of members of the control authority, the name and address of the place of residence and, where applicable, the residence, if different from the address of the place of residence, or the registered office of the person who is a member of the control authority, and the date of establishment and expiry of his office; where a legal person is a member of the supervisory authority, the name and address of the place of residence and, where applicable, the residence, if different from the address of the place of stay, of the person representing it in the performance of his duties,
(i) the name and address of the place of residence and, where applicable, the place of residence, if different from the address of the place of residence, the procurer, as well as the manner in which he acts, including an indication that the procurer applies only to a branch or plant, their identification and an indication of whether the procurer is entitled to dispose of or burden the immovable property;
(j) any other fact provided for by this or any other law, or any other important fact for which registration is sought by the registered person, if he has a legal interest in such registration;
(k) the date on which the registration was made; and
(l) the time at which the registration was made available.
(2) Where the registered person so proposes, together with the application for registration, and if it is in the public interest, the Registry Court may decide that the information entered in the public register shall be made available to the public on the members of the institutions and on the registered person's seat; This does not apply to companies and cooperatives under the Act governing the legal situation of companies and cooperatives (hereinafter referred to as "commercial corporations'). Where the Registry Court decides in accordance with the first sentence, only the registered person or person having a legal interest may obtain a copy of the minutes referred to in paragraphs 3 to 5 and Article 2 (2) shall not apply. Information on members of the trade union body shall be made available to the public only at the written request of the trade union organisation.
Federal Register
(1) The Federal Register is hereby entered in the register.
(a) associations, trade unions, international trade unions, employers' organisations and international employers' organisations (hereinafter referred to as the association);
(b) subsidiary associations; and
(c) other persons on whom another law so provides.
(2) An application for registration in the case of a subsidiary association referred to in paragraph 1 (b) shall be submitted by the association referred to in paragraph 1 (a).
(1) The Federal Register is further registered if they so request,
(a) foreign associations active in the Czech Republic; and
(b) subsidiary associations or other similar organisational units of foreign associations active in the territory of the Czech Republic (hereinafter referred to as "foreign subsidiary association").
(2) The application for registration is submitted by a foreign association.
An application for amendment or deletion may be made by the person referred to in Article 26 or 27.
Additional facts recorded in the Federal Register
(1) The association will also be registered in the Federal Register
(a) the subject matter of the secondary economic activity, where carried out;
(b) the name of the Supreme Authority;
(c) if, pursuant to the statutes of the Arbitration Board, its name, the number of members and their name and address of the place of residence and, where appropriate, residence are different from the address of the place of residence and the date of establishment and termination of their duties and the address for service of submissions in proceedings before the Arbitration Board under the law governing proceedings before the Arbitration Committee of the Association;
(d) the name, registered office and identification number of all its subsidiary associations; and
(e) in the case of a association which has moved its registered office abroad, the address of that registered office and the entry in the register of the State in which it is registered, where the law of that State commands registration.
(2) A foreign association will also be registered in the Federal Register
(a) the law of the State to which the foreign association is governed and, where the right of registration or of a person is registered, the registration in which the foreign association is registered and the registration number; and
(b) the cessation of the activities of a foreign association in the Czech Republic.
(3) A branch association will also be registered in the Federal Register
(a) the name, registered office and identification number of the main association;
(b) the extent of his rights and obligations under the statutes of the main association, as well as the extent of the liability of the main association for the debts of the subsidiary association under the statutes of the main association; and
(c) in the case of a branch association which has moved its registered office abroad, the address of that registered office and the entry in the register of the State in which it is registered, if the law of that State commands registration.
Facts entered in the Federal Register of Foreign Branch Association
The Foreign Branch Association will be registered
(a) the name and registered office or location of the foreign branch association and its identification number;
(b) the name and address of the foreign association;
(c) the law of the State to which the foreign association is governed and, where that right commands registration or registration, the registration and registration number of the foreign association,
(d) the purpose and, where appropriate, the object of the activities of the foreign branch association;
(e) an indication of the person authorised to act for a foreign branch association within the scope of the recorded information required by this law with a member of the statutory body;
(f) the cancellation of a foreign association or foreign branch association, the appointment, identification and authorisation of the liquidator and the termination of the liquidation of a foreign association or foreign branch association;
(g) the opening of insolvency or other similar proceedings concerning a foreign association or a foreign branch association, the declaration and cancellation of bankruptcy or an indication of another similar decision concerning a foreign association or foreign branch association; and
h) the cessation of the activities of the foreign subsidiary association in the Czech Republic.
Foundation register
(1) The Foundation and the Foundation Funds are entered in the Foundation Register.
(2) Organisational branches of foreign foundations, foundation funds and their structures or functions of similar persons governed by the law of another State operating in the territory of the Czech Republic (hereinafter referred to as "foreign funding"), which will apply for registration, are also entered in the Foundation Register.
(1) The application for registration of the Foundation Fund in the Foundation Register is submitted by the founder; If this is not possible and if the founder does not specify otherwise, the Board of Directors shall submit an application for registration on behalf of the Foundation Fund.
(2) The proposal for the registration of the organisational component of foreign funding is submitted by foreign funds.
An application for amendment or deletion may be made by the person referred to in Article 31 or 32 (2).
Additional facts recorded in the Foundation Register
(1) The Foundation and the Foundation Fund will also be registered in the Foundation Register
(a) the amount of the endowment capital, if it is compulsory under another law,
(b) the amount of the deposit of each founder and the extent to which the deposit obligation is fulfilled;
(c) the limits determined by the donor for the treatment of its gift;
(d) the name and address of the place of residence or, where applicable, residence, if different from the address of the place of residence, the founder; and
(e) an indication that the plant or part of it has been transferred or has been pawned, rented or smuggled, and, where appropriate, an indication of the termination of obligations under these contracts and of the court order on the acquisition of the plant or part thereof by inheritance.
(2) Where proposed by the Foundation or the Foundation or the Foundation, which, according to its founding act, serves to support the founder or persons close to the Founder, or whose activities are aimed at supporting the founder or persons close to the Founder, the information referred to in paragraph 1 (b) to (d) and the documents set up in the collection of documents in which the information is provided shall be made accessible to the public.
Facts entered in the Foundation Register of the Organising Unit of Foreign Funding
The organisational component of foreign funding shall be entered in the Foundation Register.
(a) the designation, if different from the name of the foreign fund, and the registered office or location of the organisational component of the foreign fund and its identification number;
(b) the name and address of the foreign fund;
(c) the law of the State under which the foreign fund is governed and, where the foreign fund is registered, the registration and registration number of the foreign fund;
(d) the purpose and, where appropriate, the subject matter of the foreign funding activity;
(e) where proposed, the purpose and, where appropriate, the subject matter of the activity of the external funding organisation;
(f) an indication of the person authorised to act for a foreign fund within the scope of the written data required by this law with a member of the statutory body;
(g) the amount of the endowment capital where it is compulsorily created under the law of the State under which the foreign fund is governed;
Contents
ČÁST PRVNÍ
HLAVA I
§ 1
§ 2
§ 3
§ 3a
§ 4
§ 5
§ 6
§ 7
§ 8
§ 9
§ 10
HLAVA II
§ 11
§ 12
§ 13
§ 14
§ 15
§ 16
§ 17
§ 18
§ 19
§ 20
§ 21
§ 22
§ 23
§ 24
HLAVA III
Díl 1
§ 25
Díl 2
§ 26
§ 27
§ 28
§ 29
§ 30
Díl 3
§ 31
§ 32
§ 33
§ 34
§ 34a
Díl 4
§ 35
§ 36
§ 37
§ 38
§ 38a
Díl 5
§ 39
§ 40
§ 41
Díl 6
§ 42
§ 43
§ 44
§ 45
§ 46
§ 47
§ 48
§ 49
§ 50
§ 51
Díl 7
§ 52
§ 53
§ 54
Díl 8
§ 55
§ 56
§ 57
§ 58
§ 59
§ 60
§ 61
§ 61a
§ 62
§ 62a
§ 62b
§ 62c
§ 63
§ 64
Díl 9
§ 65
HLAVA IV
§ 65a
§ 65b
§ 65c
§ 65d
§ 65e
§ 65f
§ 65g
HLAVA V
§ 66
§ 67
§ 68
§ 69
§ 70
§ 71
§ 72
§ 73
§ 74
ČÁST DRUHÁ
§ 75
§ 76
§ 77
§ 78
§ 79
§ 80
§ 81
§ 82
§ 83
§ 83a
§ 84
§ 85
§ 86
§ 87
§ 88
§ 89
§ 90
§ 91
§ 92
§ 93
§ 94
§ 95
§ 95a
§ 96
§ 97
§ 98
§ 99
§ 100
§ 101
§ 102
§ 103
§ 104
§ 105
§ 105a
§ 106
§ 107
ČÁST TŘETÍ
§ 108
§ 108a
§ 109
§ 110
§ 111
§ 112
§ 113
§ 114
§ 115
§ 116
§ 117
§ 118
ČÁST ČTVRTÁ
§ 118a
ČÁST ŠESTÁ
§ 119
§ 120
§ 121
§ 122
§ 123
§ 124
§ 125
§ 125a
§ 126
§ 127
§ 128
§ 129
§ 130
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Regulation Information
| Citation | Act No. 304 / 2013 Coll., on public registers of legal and natural persons and on the registration of trust funds |
|---|---|
| Regulation Type | Law |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 30.09.2013 |
|---|---|
| Effective from | 01.01.2014 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
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