Ensuring the company’s annual compliance by outsourcing some or all corporate duties.

Corporate Secretarial Services:

• ensure the timely and due performance of standard legal corporate duties which have to be performed every year (e.g. annual general meeting, disclosure duties in the Commercial Register);
• ensure the implementation of standard changes that may arise (e.g. change of executives, change of registered seat);
• provide monitoring of legal changes as well as legal alerts for the client and proposals on required changes (if any).

The main advantage of this product is that the comprehensive performance of standard corporate duties is ensured.

Noncompliance may incur the following sanctions:

• fine of up to 3% of the value of the company’s assets (imposed by tax authorities);
• fine of up to CZK 100,000, possibly imposed repeatedly (imposed by the Commercial Register).

Specific cases of noncompliance could be considered a criminal offence committed by the company and/or certain members of its management, which can even lead to dissolution of the company and imprisonment of the executive. In certain cases the company could be sued by third parties for damages.

A list of main matters provided and included in the annual fee:

• completion of an initial “health check” of the company to ensure it is in good standing;
• timely reminder notice on the holding of the annual general meeting;
• drafting relevant decisions of the annual general meeting and depositing them in the Collection of Deeds;
• drafting the relevant documentation in respect of one routine change to the company during the year (e.g. changes to executives or registered seat), including completion and filing of the appropriate forms at the Commercial Register.

Mitigating the risk of unauthorized handling of your registered property.

Have you checked this year already that the registration in the Land Register corresponds to the factual situation? It’s high time you do!

As of 2 January 2015 the provisions strengthening the material publicity principle will fully apply to rights registered in the Land Register in the past, i.e. at any time before 2 January 2015. The material publicity principle simply means that ignorance of the data registered in the Land Register is no excuse. This change may affect you if the records in the Land Register contradict the factual situation and you have not taken appropriate legal steps to remedy this.

As of 2 January 2015, rights registered in the Land Register will be presumed to be registered in compliance with the factual situation regardless of their correctness. This means that if a third person registered in the Land Register as the owner of your property (even though they are not legally the owner) transfers your property to a new acquirer, you can lose the ability to claim the return of the property to your possession. This will occur in the event that the new acquirer purchases the property for remuneration and in good faith that the seller is the owner of the property, and if the seller is registered as the owner in the Land Register.

You should further bear in mind that if as of 2 January 2015 a new entry is made in the Land Register in favour of a third person without legal grounds and this adversely affects your registered right, then you need to act immediately by:

• filing a request for registration of the note of controversy into the Land Register within one month after you become aware of the new entry; and
• challenging the new entry before the court and proving to the Cadastral Authority within two months that you have claimed your rights.

We highly recommend monitoring the Land Register records on a regular basis and carefully reviewing every change affecting your rights. To make such monitoring easier, the Cadastral Authority offers a special “Changes Monitoring Service” that notifies about changes of the required properties by e-mail, SMS, data mail or in XML format (suitable for people who have to monitor records concerning a large number of properties).

We will be pleased to help you:

• to verify the registration in the Land Register and compare it with the factual situation;
• to take legal steps necessary to remedy potential discrepancies;
• to establish the Changes Monitoring Service,
• to prepare the note of controversy and further legal steps towards eliminating the conflict, including representing you before the Cadastral Authority and the court.

Ensuring you run your e-business in compliance with the legal regulations.

Even though the New Civil Code (the “NCC”) and the Business Corporations Act (the “BCA”) came into effect on 1 January 2014, a lot of companies that conduct business on the internet have still not updated their general terms and conditions or have not published mandatory information on their websites.

This can be seen from the outcome of inspections conducted by the Czech Trade Inspections Authority (the “CTIA”) in the third quarter of 2014. Inspecting pre-selected e-shops, the CTIA discovered that 75% of them were in breach of the legal regulations. In addition, during this period the CTIA imposed 191 fines in the total amount of CZK 1,261,000. In the official press release published on 8 December 2014, the CTIA declared that it will continue to focus on e-shops and will impose sanctions on sellers who violate consumers’ rights on the internet.

Besides sanctions from the CTIA, companies that use outdated general terms and conditions and incorrectly set-up contractual processes risk facing claims from the counterparty that some of the provisions of the general terms and conditions are invalid. There is also a risk that without any intention on the company’s side, the contract will be validly concluded based on the other party’s counterproposal.

Companies can be fined by the Commercial Register Court up to CZK 100,000 for violating the legal duty to publish mandatory company information on their website. Want to know the mandatory information that you must publish on the web? Contact us.

E-shops must also comply with the mandatory rules on personal data protection, unsolicited commercial e-mail or using cookies on websites. For example, the Office for Personal Data Protection can impose a fine of up to CZK 10,000,000 for failure to comply with the mandatory registration duty.

Within our E-shops Compliance Package we can:

• check whether your website contains all mandatory information;
• assess the contractual process, including compliance with consumer protection;
• review the general terms and conditions;
• check whether cookies on your company’s website are used in compliance with Czech law and EU regulations;
• perform a complete legal check in the area of personal data protection, i.e. whether and how your company processes personal data, whether new registration in the Office for Personal Data Protection or amendment to existing registration is necessary, and whether the consent of third parties is needed;
• check whether your company sends commercial information to customers which may be classified as unsolicited commercial e- mail.

We provide these services for a fixed price that is guaranteed not to increase. Upon request we can of course only check some of the above-mentioned areas.

Fast company (or branch) incorporation, including relevant trade licences.

Express incorporation of a private limited liability company

Express incorporation of the most popular corporation, a private limited liability company (in Czech: společnost s ručením omezeným). The company will be incorporated based on our standard founding document and will have a general trade licence (volná živnost).

Company or branch incorporation package

We can incorporate the following types of entities:

• private limited liability company (společnost s ručením omezeným); joint-stock company (akciová společnost);
• limited partnership (komanditní společnost);
• partnership (veřejná obchodní společnost);
• branch (organizační složka).

The companies are incorporated based on our standard founding document that will be customised to your specific needs. We will also arrange any required trade licence.

Express incorporation and the company incorporation package will be performed based on a fixed fee arranged in advance.