Act No. 37 / 2021 Coll.
Law on the registration of beneficial owners
Valid
Law
Effective from 01.06.2021
Contents
ČÁST PRVNÍ
§ 1
§ 2
§ 4
§ 5
§ 5a
§ 6
§ 7
ČÁST DRUHÁ
§ 8
§ 9
§ 10
ČÁST TŘETÍ
HLAVA I
§ 11
§ 12
§ 13
HLAVA II
§ 14
§ 15
§ 16
§ 17
§ 18
HLAVA III
§ 19
§ 20
§ 21
§ 22
§ 23
§ 24
§ 25
§ 26
§ 27
§ 28
§ 29
§ 30
§ 31
§ 32
§ 33
§ 33a
HLAVA IV
§ 34
§ 35
§ 36
HLAVA V
§ 37
§ 38
§ 39
§ 40
§ 41
HLAVA VI
Díl 1
§ 42
§ 43
§ 44
§ 45
§ 46
§ 47
§ 48
§ 49
§ 50
§ 51
Díl 2
§ 52
§ 53
§ 54
ČÁST ČTVRTÁ
§ 55
§ 56
§ 57
ČÁST PÁTÁ
§ 58
§ 59
§ 60
§ 61
§ 62
§ 63
ČÁST ŠESTÁ
§ 64
ČÁST SEDMÁ
§ 65
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37
THE LAW
of 19 January 2021
on the registration of beneficial owners
Parliament has decided on this law of the Czech Republic:
INTRODUCTORY PROVISIONS
This law implements the relevant provisions of the European Union1) and provides for
(a) keeping records of the beneficial owners; and
(b) certain rights and obligations arising from the identification of the beneficial owner and the entry in the register of the beneficial owners.
For the purposes of this Act:
(a) by a foreign trust fund, a trust fund, or by a structure or function similar to that governed by the law of another State;
(b) the legal arrangement of the trust fund or foreign trust fund;
(c) the beneficial owner of any natural person who ultimately owns or controls a legal person or legal arrangement;
(d) the structure of the relations through which the legal person or legal arrangement is owned or controlled;
(e) by a chain of ownership or control of a legal person or a legal arrangement by means of successive persons or legal arrangements or successive relationships;
(f) by branching ownership or controlling a legal person or a legal arrangement through multiple individual chains;
(g) any person in senior management who ensures the day-to-day or regular management of the activities of a legal person, such as the management of a business, and in so doing:
1. a member of a statutory body of a legal person or a person in a similar position or representing a legal person in that body; or
2. directly subordinate to the statutory body of a legal person or its member;
(h) an individual who has a legal person who has a beneficial owner, or a trustee or a person in a similar position with a foreign trust fund (the "trustee") of a legal arrangement;
(i) the data in force concerning the beneficial owner in the register of beneficial owners which have not been deleted without compensation or with the replacement of new data;
(j) registration of the design
1. the first entry of data on the beneficial owner in the register of the beneficial owners; or
2. erasure of valid data without refund or replacing new data;
(k) by means of an automatic transcript of data or of their erasure without compensation or replacing new data held in a public register under the law governing the public registers of legal and natural persons and the register of trust funds (hereinafter referred to as "the public register"), in the register of trust funds under the same law (hereinafter referred to as "the register of trust funds") or in the register of beneficial owners without management through the interconnection of public administration information systems;
(l) an irregularity in the situation where the data in force or data which have been deleted from the records of the beneficial owners without compensation or with the replacement of new data do not correspond or correspond to the actual situation or where no data are entered in the records of the beneficial owners.
(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 purposes 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 to that of the founding shares.
(1) It is true that each person in the senior management of the corporation is its beneficial owner,
(a) where no beneficial owner can be identified, even if all the efforts that can reasonably be required of the individual are made; or
(b) where a legal person who does not have a beneficial owner pursuant to § 7 exercises decisive influence in the corporation.
(2) If a legal person who does not have a beneficial owner in accordance with Section 7, and at the same time is the actual owner of the corporation, the actual owner of the corporation is also each person in the senior management of the corporation.
(3) The beneficial owner of a corporation referred to in paragraph 1 or 2 shall be the beneficial owner of all corporations in its subordinate structure of relationships in which a decisive influence is exercised.
(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 a 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.
(1) Every natural person is always the beneficial owner of the fund,
(a) which is its founder,
(b) which is a member of its administrative or supervisory board or of its auditor or person in a similar position; or
(c) the personal support of which, according to the founding act, the purpose of the foundation.
(2) It is true that any natural person who is
(a) by the founder; or
(b) the Director or a member of his administrative or supervisory board or a person in a similar position.
(3) It is true that any natural person who is
(a) its founder,
(b) by its trustee,
(c) authorised to exercise supervision over the administration of a legal arrangement and which may appoint or revoke a trustee or a trustee;
(d) by his forethought; or
(e) from among the persons in whose main interest the legal arrangements have been established or are managed, if not sophisticated.
(4) Where there is a legal person in the capacity referred to in paragraphs 1 to 3, the beneficial company or legal arrangement shall be the beneficial owner of the legal person.
(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.
(2) In accordance with paragraph 1 (b), the beneficial owner shall not be considered to have:
(a) a school legal person established by the State, a local authority or a voluntary association of municipalities;
(b) a public research institution;
(c) a legal person established by law or international agreement;
(d) a public undertaking and a national undertaking;
(e) the European grouping of territorial cooperation;
(f) a legal person in which, directly or indirectly, all shares and shares in voting rights are held by the Czech Republic, the county or the municipality;
(g) a community of general interest and an institution the founder of which is the Czech Republic, the county or the municipality; and
(h) a public cultural institution.
OBLIGATIONS OF CERTAIN PERSONS
(1) The individual obtains and records the complete, accurate and up-to-date data referred to in paragraphs 13 (a) to (g) of Article 13 about his or her beneficial owner or the beneficial owner of the legal arrangement.
(2) The individual also records the steps taken to identify the beneficial owner in cases where the beneficial owner of the corporation is designated by the senior management pursuant to § 5 (1) (a) or § 5 (3).
(3) The individual shall keep the data referred to in paragraphs 1 and 2 for as long as the natural person is the beneficial owner and for 10 years after his or her status as beneficial owner has ceased. If an individual with a legal successor is killed, the obligation shall pass on to him.
(4) The individual shall, upon request, communicate the information referred to in paragraphs 1 and 2 to the obliged entity under the law governing certain measures against the legalisation of proceeds from crime and terrorist financing (hereinafter referred to as "the obliged entity ') or on the instruction of the Financial Analytical Office, the Court, the criminal authority, the Financial Administration of the Czech Republic and the Customs Authority of the Czech Republic.
(1) The individual shall ensure that the data in force concerning his or her beneficial owner or the beneficial owner of the legal arrangement is in conformity with the actual situation. An application for registration pursuant to Article 20 or an application pursuant to Article 34 must be made by the person concerned without undue delay after the occurrence of the operative event.
(2) An individual shall be deemed to have fulfilled the obligation under paragraph 1 of the first sentence if his or her actual owner or the beneficial owner of the legal arrangement has been automatically transcribed in accordance with § 37, 38 or 41 (3).
(3) It shall be the case that the individual has fulfilled the obligation under paragraph 1, first sentence, if the beneficial owner is entered in the register of beneficial owners pursuant to Article 5 (1) (a) or Article 5 (3); this shall not prevent the court from removing the irregularity if, in the proceedings for the irregularity, the information which the individual could not identify, even if all the efforts that could reasonably be required of the individual were made.
The beneficial owner and the person through whom the legal person or legal arrangement is owned or controlled shall provide the individual with the necessary synergies in order to fulfil his or her obligations under § 8 (1) or § 9 (1), including communication of his or her status.
EVIDENCE OF ACTUAL PROPERTY
IMPLEMENTATION AND CONTENTS OF THE EVIDENCE OF ACTUAL PROPERTY
(1) The registration of beneficial owners is a public administration information system, the administrator of which is the Ministry of Justice (hereinafter referred to as the Ministry).
(2) The record of the beneficial owners shall be kept by the court responsible for the registration procedure.
(3) Entry in the register of beneficial owners is carried out by a court or notary.
(1) The registration of beneficial owners shall be entered or automatically printed by law on the actual owners of legal persons established in the Czech Republic.
(2) In addition, the actual owners' records shall be entered or automatically printed with legal data concerning the beneficial owners of legal arrangements the trustee of which has his residence, registered office or branch.
(a) in the territory of the Czech Republic; or
(b) outside the territory of one of the Member States of the European Union; and
1. the legal arrangement is administered from the territory of the Czech Republic,
2. the legal arrangement consists of property which is mainly located in the Czech Republic,
3. in the legal arrangement, a real estate item located in the Czech Republic is managed,
4. has established a commercial relationship in the territory of the Czech Republic in relation to the assets managed; or
5. the purpose of establishing a legal arrangement is to be achieved in the Czech Republic.
(3) Paragraph 2 shall not apply where, in the case of a legal arrangement, its beneficial owner is entered in a register corresponding to the register of beneficial owners held under the law of another Member State of the European Union.
The registration of the beneficial owners shall be entered or shall be automatically transcribed
(a) the name and address of the place of residence and, where appropriate, residence, if different from the address of the place of residence, date of birth, birth number or similar unique identifier, if assigned, and nationality of the beneficial owner;
(b) an indication of the nature of the status of the beneficial owner;
(c) an indication of the size of the beneficial owner's direct or indirect share, if that proportion is based on his position;
(d) an indication of the fact that the status of the beneficial owner is not based on a share;
(e) a description of the structure of relationships, if any, including data to the extent referred to in (h) and (i) on legal persons or legal arrangements in the structure of relationships and the names of natural persons acting separately in the structure of relationships;
(f) the date from which the natural person is the beneficial owner,
(g) the date on which the natural person was the beneficial owner;
(h) the name of the legal person or designation of the legal arrangement for which the beneficial owner is concerned;
(i) the identification number of the legal entity or legal arrangement for which the beneficial owner is concerned, if allocated to them;
(j) the date on which the registration or automatic subscription was made;
(k) the moment at which the valid data were made available; and
(l) a note on the irregularity.
ACCESS TO THE EVIDENCE OF ACTUAL MAKERS
Public access to actual owner data
(1) The Ministry will allow anyone on its website to obtain a partial listing of valid data from the register of beneficial owners
(a) the beneficial owner of a legal person to the extent
1. name, State of residence, year and month of birth, citizenship of the beneficial owner,
2. the data referred to in Article 13 (b), (c), (f) and (g); and
3. where appropriate, other information referred to in Article 13 (a) for which the beneficial owner has given his consent or other information already published in the public register and which has been automatically certified pursuant to Article 37 or 38;
(b) the beneficial owner of the legal arrangement to the extent of the information referred to in Article 13 (a), for which the beneficial owner has given his consent to the disclosure of which the beneficial owner has already been published in the trust fund register and has been automatically certified in accordance with Article 37;
(c) pursuant to § 13 (h) and (i);
(d) in accordance with Article 13 (d) and (e), the publication of which has been proposed or requested by the issuing person, or which is the result of an automatic registration pursuant to Article 37 or 38; and
(e) under Paragraph 13 (j) to (l), where they relate to the data referred to in paragraph 1 (a) to (d).
(2) The Ministry will allow anyone on its website to obtain confirmation that there is no indication in the register of beneficial owners of a legal person or legal arrangement.
(3) The data referred to in paragraph 1 shall also be published by the Ministry by means of a system of interconnection of registers established under the Directive of the European Parliament and of the Council governing certain aspects of commercial company law (2).
(4) Paragraphs 1 and 3 shall not apply to data relating to the beneficial owner:
(a) not accessible pursuant to § 32 or 33; and
(b) legal persons for whom data in the public register have been made available to the public under the law governing the public registers of legal and natural persons.
(5) The partial extract referred to in paragraph 1 or the certificate referred to in paragraph 2 may be obtained only in electronic form.
Access to certain data on the beneficial owner of the legal arrangement
(1) The Court of First Instance, which is responsible for the registration, will allow the registration of the beneficial owners to obtain a partial extract of the data in force in the scope of the names, the State of residence, the year and month of birth and the citizenship of the beneficial owner of the legal arrangement and the data referred to in paragraphs 13 (b) to (i) to the person who:
(a) attest interest in preventing criminal offences by legalising the proceeds of crime, legalising the proceeds of crime by negligence and their source offences and terrorist financing offences, and promoting and promoting terrorism; or
(b) request this in relation to a legal arrangement through which a foreign legal person established outside a Member State of the European Union is owned or controlled.
(2) Paragraph 1 shall not apply where the data relating to the beneficial owner are not made available pursuant to Paragraph 32.
(3) The partial extract referred to in paragraph 1 may be obtained only in electronic form.
Access to all data on the beneficial owner
(1) The Court of First Instance, which is responsible for the registration, will allow the registration of the beneficial owners to obtain a complete extract of the data in force and of the data which have been deleted without refund or with the replacement of new data,
(a) the person registered as the beneficial owner in the register of the beneficial owners;
(b) the person who made the application for registration, to whom he is entitled under Paragraph 26, and
(c) to the individual.
(2) The Ministry will make it possible to obtain from the records of the beneficial owners a complete extract of the valid data and data which have been deleted without refund or with replacement of new data,
(a) a court or insolvency administrator for the purposes of legal proceedings;
(b) notaries for registration purposes,
(c) for the purposes of criminal proceedings and prosecutions, also for the purposes of the exercise of non-criminal jurisdiction;
(d) tax authorities, fees or other similar cash transactions for the purposes of their administration;
(e) the administrative authority for the purpose of conducting infringement proceedings;
(f) to the reporting service for the purpose of carrying out tasks under the Act governing the activities of intelligence services;
(g) the Financial Analytical Office, the Czech National Bank and other bodies in carrying out their activities under the Law on certain measures against the legalisation of proceeds from crime and terrorist financing or the Act on the implementation of international sanctions in order to maintain international peace and security, the protection of fundamental human rights and the fight against terrorism;
h) Czech National Bank in the exercise of supervision of persons active in the financial market and in the performance of activities under the Law on Recovery and Resolution of the Financial Market;
(i) the National Security Office, the Ministry of the Interior or the Intelligence Service for Security Management purposes under the law governing the protection of classified information and security competence;
(j) to the Supreme Audit Office for the purpose of exercising its duties;
(k) the Ministry of Finance for the purpose of exercising its powers under the gambling law;
(l) the Office for the Representation of the State in property matters for the purposes of the exercise of its duties,
(m) to the State Land Office for the purpose of exercising its jurisdiction under the legislation under which the State Land Office treats the State property;
(n) the Office for the Supervision of the Management of Political Parties and of the Political Movement for the purpose of exercising its responsibilities;
(o) to a obliged entity in connection with the identification and control of a client under the law governing certain measures against the legalisation of proceeds from crime and terrorist financing;
(p) providers of public financial support for the purposes of exercising their powers under the Financial Control Act;
(q) to the managing authority, the intermediate body, the certifying authority and the audit authority for the purpose of exercising their powers under the directly applicable European Union Regulation laying down common provisions on the European Structural and Investment Funds (3),
(r) the paying agency and the certifying body for the purpose of exercising their powers under the directly applicable European Union provisions governing the financing, management and monitoring of the common agricultural policy (4);
(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
(u) the one on which another law so provides.
(3) If the data on the beneficial owner are not available under Paragraph 32, the Ministry shall not allow access under paragraph 2 (n) to (u); This does not apply to access by credit and financial institutions, notaries and lawyers where they carry out client identification and control under the law governing certain measures against the legalisation of proceeds from crime and terrorist financing.
(4) The full extract referred to in paragraph 2 may be obtained only in electronic form.
Remote access
(1) The Ministry will allow remote access in accordance with Paragraph 16 (2) if the identifiable identity of the natural person to access the actual owner is available. The Ministry shall allow remote access upon request, after proof of the identity of the natural person to access the data of the beneficial owner, using electronic identification in accordance with the law governing electronic identification or, in the case of a public authority, by means of a notification of an agenda under the law governing basic registers.
(2) The request for the establishment of remote access referred to in paragraph 1 may be sent to the Ministry only by electronic means using a form published by the Ministry on its website; the application contains:
(a) the designation of the applicant;
(b) the legal basis for establishing remote access;
(c) the name, address of the place of residence and the date and place of birth of the natural person to access the data relating to the beneficial owner;
(d) where appropriate, the start or expiry of the authorisation of a natural person who accedes to data relating to the beneficial owner no longer than 2 years after the date of its establishment.
(3) When requesting the establishment of a remote access, the reporting service shall not provide evidence of the identity of the natural person to access the data of the beneficial owner and the data referred to in paragraph 2 (b). (c) shall not be included in the application.
(4) The details of the formalities, form and data structure of the application form for remote access are laid down by the Ministry by decree.
Time of data accessibility
Information on the beneficial owner shall be accessible in the register of the beneficial owners in accordance with Sections 14 to 17 to 5 from the date of the disappearance of the legal entity or legal arrangement.
Contents
ČÁST PRVNÍ
§ 1
§ 2
§ 4
§ 5
§ 5a
§ 6
§ 7
ČÁST DRUHÁ
§ 8
§ 9
§ 10
ČÁST TŘETÍ
HLAVA I
§ 11
§ 12
§ 13
HLAVA II
§ 14
§ 15
§ 16
§ 17
§ 18
HLAVA III
§ 19
§ 20
§ 21
§ 22
§ 23
§ 24
§ 25
§ 26
§ 27
§ 28
§ 29
§ 30
§ 31
§ 32
§ 33
§ 33a
HLAVA IV
§ 34
§ 35
§ 36
HLAVA V
§ 37
§ 38
§ 39
§ 40
§ 41
HLAVA VI
Díl 1
§ 42
§ 43
§ 44
§ 45
§ 46
§ 47
§ 48
§ 49
§ 50
§ 51
Díl 2
§ 52
§ 53
§ 54
ČÁST ČTVRTÁ
§ 55
§ 56
§ 57
ČÁST PÁTÁ
§ 58
§ 59
§ 60
§ 61
§ 62
§ 63
ČÁST ŠESTÁ
§ 64
ČÁST SEDMÁ
§ 65
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Regulation Information
| Citation | Act No. 37 / 2021 Coll., on the registration of beneficial owners |
|---|---|
| Regulation Type | Law |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 03.02.2021 |
|---|---|
| Effective from | 01.06.2021 |
| Effective until | - |
| Status | Valid |
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