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Companies and corporate

From setting up a limited company (s.r.o.) to admitting a new shareholder to a holding structure. I make sure your company’s documents, register entries and shareholder relations are in order – so you can focus on business.

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How I can help

Formation and changes

  • Setting up an s.r.o. or a.s. – founding documents and entry in the commercial register
  • Holding structures and separating assets from operations
  • Changes in the commercial register – registered office, director, business activities
  • Increasing and reducing share capital
  • Registration of beneficial owners
  • Dissolution and liquidation

Shareholders and management

  • Transfers of shares
  • Shareholders’ agreements – decision-making, exit, pre-emption rights
  • Entry of an investor or new shareholder
  • Directors’ service agreements and remuneration
  • General meetings and decisions per rollam
  • Disputes between shareholders

Typical situations

You are founding a company with a partner.

Besides the articles, I recommend a shareholders’ agreement: who decides what, what happens if one wants to leave and at what price the share is bought out.

You want to separate assets from business risks.

I design a holding structure – a parent company and subsidiaries, for example for real estate and operations – and guide you through setting it up.

A shareholder wants to leave or sell their share.

I check what the articles say, draft the transfer agreement and have the change entered in the register.

The director has no service agreement.

Without an agreement on remuneration, the office is deemed unpaid. I draft the agreement and the documents for its approval by the general meeting.

How I set up a company

From brief to registration
  1. 1 Structure We discuss shareholders, capital, business activities and decision-making rules.
  2. 2 Documents I prepare the founding documents, declarations and the paperwork for the trade licensing office.
  3. 3 Notary The founding document must take the form of a public deed – I arrange the notary appointment.
  4. 4 Register I file the application for registration, register the beneficial owners and hand over a ready company.

Fees

The fee depends on the brief. You always know it upfront.

Fixed fee For setting up a company, transferring a share or a register change – you know the price upfront and it doesn’t change.
Hourly rate For shareholders’ agreements, restructurings and disputes I bill the time actually worked, optionally with a fee cap.
Monthly retainer For companies that want their corporate work – general meetings, register, contracts – handled on an ongoing basis.

Fees do not include the notary’s fee for the notarial deed or court and administrative fees. Ongoing corporate work can also be covered by a monthly retainer.

FAQ

Do I need a notary to set up an s.r.o.?

Yes. The articles of a capital company, as well as the deed of a sole founder, require the form of a public deed (Section 8 of the Czech Business Corporations Act). I prepare the documents and arrange the notary appointment.

How much share capital do I need?

The minimum contribution of a shareholder to an s.r.o. is CZK 1 unless the articles set a higher amount (Section 142 of the Czech Business Corporations Act). With banks and business partners in mind, higher capital often makes sense.

Must a director have a service agreement?

It is not mandatory, but without an agreement on remuneration the office is deemed unpaid. The agreement must be in writing and approved by the general meeting, otherwise it does not take effect (Section 59 of the Czech Business Corporations Act).

How is a share transferred?

By a written share transfer agreement with officially certified signatures (Section 209 of the Czech Business Corporations Act). Unless the articles provide otherwise, a transfer to a non-shareholder requires the consent of the general meeting (Section 208).

When does a holding make sense?

Typically when you want to separate valuable assets, such as real estate, from operational risks, plan to sell part of the business or hand the company over to the next generation. We always assess suitability together with a tax adviser.

Setting up a company or changing its structure?

Tell me what you are planning. The first 15 minutes of a consultation are free; I usually reply to e-mails within 48 hours on working days.

michel [at] suchy.legal Use the contact form