Changes in commercial register

Have you changed your registerred office? or do you need to make such a change? We will take all the necessary steps to change the registered office of your company, including the entry of this change in the business register.

Pursuant to Section 2, Paragraph 3 of the Commercial Code, the registered office of a legal entity is an address which is registered in the Commercial Register as the registered office or place of business. A legal person must prove that it has an ownership or use right to the real estate or its part whose address is registered as its registered office or place of business, which does not preclude the use of the real estate or its part as its registered office or place of business, or the consent of the property owner or its part with the registration of the real estate or its part as the registered office or place of business in the Commercial Register.

Trades are regulated by Act number 455/1991 Collections on Trade Licensing, Pursuant to Section 2 of this Act, a trade is a continuous activity operated independently, in its own name, on its own responsibility, for the purpose of making a profit and under the conditions laid down by this Act.

What trades do we know?

Section 19 of the Trade Licensing Act divides trades into:

1. Craft undertaking - if the condition for running a trade is professional competence acquired through apprenticeships in the field

2. Business requiring professional - if the condition for the operation of the trade is professional competence acquired otherwise

3. irregulated trade - unless professional competence is established as a condition for running a trade

Do you plan to do business on the basis of a license other than a trade license? You are at the right address. We will ensure that you or your company issue the correct authorization or license for your business. (Lawyer, auditor, authorized surveyor and cartographer, mining license, tax advisor, mediator, license to conduct business in energy, geological activity, patent attorney, permit to perform aerial work, business in thermal energy, restorer, administrator, expert, interpreter translator)

Pursuant to Section 8 of the Commercial Code, a business name means the name under which an entrepreneur performs legal acts in the course of his business activities. The business name must not be interchangeable with the business name of another entrepreneur and must not evoke a misleading idea of the entrepreneur or the subject of business. A different designation of the legal form is not sufficient to distinguish the business name of a legal entity. A change in the company's business name requires a decision of the sole shareholder / general meeting to change the articles of association. The decision must result in a change of the company's business name.

For a change of managers, a decision of the sole shareholder or the general meeting on the appointment or appeal of the company's managers is required. This requires the consent of the new managing director with the appointment of the company's managing director, as well as the specimen signature of the managing director, which is then filed in the collection of documents.

Have you changed your permanent address? Did you get a new academic title? Did you change your name or do you have a new last name after the wedding? You should enter all such changes to the personal information of the partner or manager in the Commercial Register.

When changing the personal data of a partner or manager of the company, a decision of the sole partner / general meeting to change this data is required. After each change of the content of the partnership agreement, the managers are obliged to prepare without undue delay the full text of the partnership agreement, for the completeness and accuracy of which they are responsible.

Do you want to sell your company? Or do you want a new partner in the company and do not want to increase the share capital? The solution is the transfer of a business share, or the transfer of only a part of the business share. How to actually transfer a business share to a third party?

If you are the only partner in the company, you can transfer the entire business share or only a part of it by a share transfer agreement. If there are more of you in the company of partners, it is first necessary to find out whether or not the approval of the General Meeting is required for the transfer of a business share.

The share transfer agreement must be in writing and the signatures on the agreement must be certified. The acquirer, who is not a partner, must declare in it that he accedes to the partnership agreement (founding document), or to the articles of association if they have been adopted.

If the agreement on the transfer of a business share transfers the so-called majority shareholding, the effects of this contract occur only by entry in the Commercial Register.

An increase in share capital by new cash deposits is permissible only if the existing cash deposits are fully paid up. The existing shareholders have a pre-emptive right to assume the obligation for new deposits in a proportion corresponding to their previous deposits, within the period specified in the articles of association, otherwise within one month from the adoption of the General Meeting's decision to increase the share capital. The articles of association may, of course, provide otherwise for such a pre-emptive right.

The commitment to a new deposit is taken over by a written declaration in which the applicant, who is not a partner of the company, must declare that he is acceding to the partnership agreement. The signature must be notarized.

Following the decision of the General Meeting, retained earnings or other own resources, the use of which is not stipulated by law, may also be used to increase the share capital.

The most frequent changes to the articles of association (except for individual changes, which are associated with the entry of a change in company data in the commercial register):

• Change in the rights and obligations of shareholders
• Inheritance of business share
• Method of determining the compensatory share
• The method of profit distribution between shareholders
• The method of decision-making of the General Meeting
• Method of convening the General Meeting
• Duties of managers (prohibition of competition, etc.)
• How to change the partnership agreement
• Other.

In the case of a legal entity that is not a public administration entity or an issuer of securities admitted to trading on a regulated market, which is subject to disclosure requirements under a special regulation, equivalent legislation of a Member State of the European Union or equivalent international standards. 52/2018 Coll., Amending and supplementing Act no. 297/2008 Coll. on Protection against Money Laundering and Terrorist Financing and on Amendments to Certain Acts, as amended, and Amending Certain Acts (hereinafter referred to as the “Act”), shall be entered in the Commercial Register with effect from 1 November 2018 also identification data on the end user of benefits in the range of:

• name, surname,
• birth number or date of birth, if birth number has not been assigned,
• address of permanent residence or other residence,
• nationality,
• type and number of identity document,
• data establishing the status of end-user of benefits under a special regulation.