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Limited Company founding

A limited liability company is established by signing a Memorandum of Association which must be in the form of a notarial deed, regardless if it is constituted by one founder or multiple partners.

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The basic content of the social contract is defined in particular by §146 et seq. of Act No. 90/2012, Corporations Code.

The Memorandum of Association must include:

(a) the name of the company,

(b) the businesses and activities carried out by the company,

(c) identification of the members by their name and domicile or registered office,

(d) the determination of the types of shares that belong to each partner and the rights and obligations associated with them, if different kinds of shares have been permitted by the memorandum,

(e) the amount of the deposits attributed to respective shares,

(f) the amount of the capital; and

(g) the number of directors and the way they act on behalf of the company.

Articles of Association, a document further specifying the provisions of memorandum and the internal organization of the company, is not mandatory for for setting up a limited liability company (s.r.o.).

At this stage, we will provide you with a memorandum template, and we will consult you on how to adjust the document according to your preferences. After processing the final wording of the Memorandum of Association, we will arrange writing a notarial record, or have it written on your behalf on the basis of a power of attorney.

After signing of the memorandum, a limited liability company (s.r.o.) is established. However, it does not yet have legal person, which is constituted only after the registration in the Commercial Register. The next step is to obtain trade licenses issued by the local Trade Licensing Office.

In the case of a general trade, there is no need to appoint a responsible representative for the granting of a trade. In the case of an application for a craft trade, tied or concessioned, a responsible representative must be appointed that adequately participates in the running of the company and meets the qualifications required for the trade.

Simultaneously with the proceedings before the Trade Licensing Office, the capital has to be repaid as stated by the relevant provisions of the memorandum. The easiest case is to repay deposits on a special bank account, which we would open for you on the basis of power of attorney. Until the incorporation of the company by registration in the Commercial Register, the paid-up deposits can not be withdrawn or used. After the establishment of the company, the paid-up deposits become common disposable assets.

In the case of a non-monetary contribution to the registered capital, we will provide an estimate of the cost of the property with the help of a court-appointed expert.

After completing all the documents required for registration in the Commercial Register, we will prepare electronic documentation for storing in the collection of documents of the Commercial Register and then we will apply for registration in the Commercial Register. This proposal, stamped, will be filed with the relevant court of law.

The company is subsequently registered in the Commercial Register within the statutory period of 7 days; the decision of the relevant court of law, however, contains a 15-day appeal period, after which the decision to register becomes final; the acquisition of legal force can be accelerated in this case by giving up the right of appeal.

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+420 541 212 509info@bellcons.cz

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