The public register also includes a Collection of Instruments. Documents required by law must be filed in the Collection of Instruments. These primarily include:
The law specifies which documents must be filed in the Collection of Instruments. Generally, these are documents that have a fundamental impact on the establishment, dissolution, and functioning of a legal entity; documents that indicate who represents the legal entity and who is authorized to bind it.
Documents filed in the Collection of Instruments include, on the one hand, those required by law and which also serve to prove compliance with the conditions for an entry in the public register (e.g., a decision on the election of a member of the statutory body). These documents must be attached to the application for registration in the public register and submitted in two copies. The second type of documents filed in the Collection of Instruments are those required by law but which do not themselves establish or prove the decisive fact; these are submitted in only one copy. Examples include a report on relationships between the controlling and controlled entities.
If you are the registered entity, you have a statutory obligation to file the documents required by law without undue delay from the occurrence of the decisive fact.
You must file the instrument without undue delay after the occurrence of the decisive fact. If the instrument is not filed in the Collection of Instruments, the court will notify you and request that you submit the relevant instrument within the time limit it sets.
You only need the instruments you intend to file. They must be either originals or officially certified copies. Instruments in electronic form may also be delivered on technical data carriers such as CD-R, CD-RW, DVD-R, DVD+R, DVD-RW, or DVD+RW.
The Register of Associations for a foreign association is maintained by the court in whose jurisdiction the branch association is located. The Business Register for a foreign legal entity is maintained by the court in whose jurisdiction the branch office is located.
An application for registration of a branch association and for recording facts concerning a branch association must be submitted to the registry court in the location of the main association’s registered office.
Any comments regarding the content of entries in the public register must always be addressed to the competent court.
Send the relevant instruments you wish to file to the competent court. Always send either originals or officially certified copies.
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You need the instruments you intend to file.
The instruments to be filed must meet certain requirements:
Send the PDF instruments electronically to the registry court that maintains the file of the respective entity, using one of the following methods:
The Register of Associations for a foreign association is maintained by the court in whose jurisdiction the branch association is located. The Business Register for a foreign legal entity is maintained by the court in whose jurisdiction the branch office is located.
An application for registration of a branch association and for recording facts concerning a branch association must be submitted to the registry court in the location of the main association’s registered office.
Any comments regarding the content of entries in the public register must always be addressed to the competent court.
If instruments are sent via a data mailbox, they do not need to be signed with an electronic signature.
However, instruments sent via another person’s data mailbox (e.g., an attorney) must be signed with an electronic signature. Such instruments must also be accompanied by a power of attorney, which must likewise be signed electronically.
Submissions with instruments sent by email, through the online submission form, or via the ePodatelna web application must be signed with a recognized electronic signature based on a qualified certificate issued by an accredited certification service provider.
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The filed instruments are publicly accessible and are subject to the principles of formal publicity. They serve you as consumers, as participants in economic competition, and potentially other entities.
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If you are an entity registered in the public register and fail to fulfill your obligation to record the required facts in the register or to file the relevant instruments in the Collection of Instruments, the registry court will first request you to remedy the situation or submit the required facts and instruments. If the deadline set in the request expires without compliance, the registry court may impose a procedural fine of up to CZK 100,000. The fine may be imposed repeatedly.
If you repeatedly fail to comply, or if such failure could have serious consequences for third parties and there is a legal interest, the registry court may initiate proceedings to dissolve the legal entity with liquidation, even without a motion. The registry court will notify you of this and provide a reasonable period to correct the deficiencies. Failure to comply with a request that has serious consequences for third parties is considered, in particular, failure to submit updated instruments (e.g., failure to submit financial statements).
It should also be noted that a sanction may be imposed for an administrative offense under Section 37a(1)(h) of Act No. 563/1991 Coll., on Accounting, in the form of a fine of up to 3% of the value of assets; the offense is handled by the competent tax authority. Failure to comply with obligations toward the public register may also be sanctioned as an offense under Section 9(2) of Act No. 251/2016 Coll., on Certain Offenses; here, the competent authority is the municipal office of a municipality with extended powers. Under certain circumstances, the elements of a criminal offense may also be fulfilled (Section 254 of Act No. 40/2009 Coll., the Criminal Code).
Attention should also be drawn to the statutory liability of a member of the statutory body of an association for fulfilling obligations arising from a commitment to which an inactive association is bound as a result. An inactive association is considered to be an association or branch association under the law governing associations, for which only data on name, registration number, identification number, date of establishment, legal form, and registered office are recorded.
A business corporation must file its regular and extraordinary financial statements in the Collection of Instruments. If it fails to fulfill this obligation for at least two consecutive accounting periods, the registry court may request the entity to comply. In case of non-compliance, the procedure described above applies. However, if the request cannot be delivered to the entity, the registry court will initiate proceedings to dissolve the entity.
Without undue delay.
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