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 submitted to the registry court can be divided into two categories:
The first type of documents filed in the register’s collection are those which, whilst required by law, do not in themselves constitute or prove a decisive fact; these are submitted in a single copy. These include, for example, a report on relations between a controlling entity and a controlled entity.
The second category comprises documents which are attached to an application for the registration of a fact in a public register and are submitted in duplicate. In some cases, documents referred to in point 2 are also filed in the register of documents.
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 document must be submitted electronically only; a paper submission is not sufficient in this case.
If the document was originally signed by hand, it is not necessary to include either a handwritten signature or an electronic signature on the electronic copy. The words ‘vlastní rukou’ or ‘v. r.’ should be added next to the signatory’s name.
For example, in the case of filing financial statements, the submission may be made via the applicant’s data box. However, submission via a data box merely ensures the identification of the applicant – the applicant (for the filing of a document in the register) is the entity to which the data box belongs (e.g. the owners’ association). The identification of the applicant is, in principle, unrelated to the documents being filed in the register, or to the formal requirements for such documents. The person signing the document will often not even be the same as the applicant.
At the same time, the financial statements must state the date on which they were drawn up and must be accompanied by a signature record from the statutory body; it is only upon the attachment of this signature record that the financial statements are deemed to have been drawn up. This does not, therefore, mean that if the financial statements are delivered to the court from the applicant’s data box, they are thereby successfully drawn up.
If the signature has been officially certified, the electronic document must also state:
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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