The registered office of a legal entity must be determined by an address where the legal entity is actually seated, that is, the place where its administration is located and where the public can come into contact with the legal entity. The registered office of a legal entity is regulated in this manner by the provision of Section 19c(2) of the Civil Code, with effect from the effective date of Act No. 501/2001 Coll. (which came into force on the day of its promulgation in the Collection of Laws, on 31 December 2001). In connection with this amendment to the Civil Code, an amendment to the Commercial Code was also made by the same Act, and the following sentence was deleted from the provision of Section 2(3) of the Commercial Code: “The registered office of a legal entity is the address registered as its registered office in the Commercial Register or in another register regulated by law.” The current regulation in the Civil Code is general, applicable to all forms of legal entities (unless otherwise provided by a special regulation). The registered office of a legal entity is its necessary attribute; a legal entity cannot exist without a registered office. A legal entity may have only one registered office and only in one specific place (although it may change its registered office during its existence).
The motive for the said legislative amendment was to direct towards a regulation of the actual registered office (the registered office of a legal entity is its actual, factual registered office, that is, the place where its administration is located); however, the amendment was also reflected in the effects of registration in the Commercial Register or other register. Whilst prior to the effective date of Act No. 501/2002 Coll., the registration of a change of registered office in the Commercial Register or other register had constitutive, law-creating effects (that is, the change of registered office occurred not on the day of the legal entity’s decision on the change of registered office, but only on the day of registration in the register), after the effective date of the Act, the registration of a change of a company’s registered office has only declaratory effects (that is, the change of registered office occurs by the legal entity’s decision on the change of registered office and actual relocation, and the registration in the register merely confirms this fact), since all registrations have declaratory effects unless the law provides otherwise.
Actual registered office
It follows from the provision of Section 19c(2) of the Civil Code that the registered office of a legal entity (that is, the registered office specified in the founding document and registered in the relevant register) must coincide with the actual registered office. The registered office must be determined by an address. Although the law has abandoned the casuistic definition of an address (which was previously contained in the provision of Section 2(3) of the Commercial Code), it is clear that the address must contain at least the name of the municipality, street, house number and postal code. Thus, it is excluded to designate a person’s registered office, for example, only by a post office box number (P.O. Box). A legal entity must state its actual registered office at all times, in any contact with a third party (that is, not only for the purposes of establishment and registration). Every entrepreneur (including every commercial company) is obliged to state, inter alia, information about its registered office or place of business on all orders, business letters and invoices (a similar obligation is also imposed, for example, by the provision of Section 53 of the Civil Code, in connection with the conclusion of consumer contracts by means of distance communication).
If the content of an entry in the Commercial Register is contrary to a mandatory provision of law and it is not possible to achieve a remedy by the procedure under a special legal regulation (e.g. by imposing fines pursuant to the Code of Civil Procedure or by achieving conformity in proceedings initiated by the court without a motion), the registry court shall summon the person to whom the entry relates to remedy the situation. If it concerns a legal entity and that person fails to remedy the situation within the specified period, the court may, even without a motion, if such a procedure is in the interest of protecting third parties, decide on its dissolution and liquidation. This provision therefore enables the registry court to dissolve a legal entity registered in the Commercial Register if that person states the address of a fictitious registered office in the Commercial Register and fails to remedy the situation even after being summoned by the court. Moreover, if a legal entity states as its registered office a place that is not the actual registered office, anyone may invoke as the registered office the place where the administration of the person is located.
Stating the name of the municipality where the registered office of the legal entity is located, instead of the full address
In connection with the new regulation of the registered office of a legal entity in the Civil Code, another amendment was also made. Pursuant to Section 19c(5) of the Civil Code, in the case of a legal entity registered in the Commercial Register or other public register, it is sufficient if its founding document states, instead of the registered office address, only the municipality where its registered office is located (however, for registration in that register, it must report the full address of its registered office). It follows that when changing the registered office within one municipality, it is not necessary to amend the founding document. Thus, if, for example, the commercial company Dryomys, spol s r.o. has stated in its memorandum of association that the company’s registered office is the municipality of Prague, and the memorandum of association has not expressly entrusted decision-making on the change of registered office within one municipality to the competence of the general meeting (and the general meeting has not reserved decision-making on this matter for itself), the change of registered office from the address Prague 8, Skálova 556/13, postal code 180 00 to Prague 3, Koněvova 1354/229, postal code 130 00 shall be decided by the statutory body. Even a legal entity that currently has the full registered office address stated in its founding document may amend that document and henceforth state only the municipality where its registered office is located. In this case, however, it will already be an amendment to the founding document and it is therefore necessary to comply with all the necessary requirements of this amendment (decision of the appropriate body of the legal entity, form, etc.). From a practical point of view, therefore, it does not appear particularly advisable to make this amendment to the founding document unless there is a concurrent actual change of registered office (thus, if the company Marmota s.r.o. has the registered office address Prague 2, Karlovo nám. 354/4, postal code 120 00 stated in its memorandum of association and wishes to change the registered office address, a decision of the general meeting in the form of a notarial deed will be necessary). The company may choose whether it will continue to state the entire registered office address or only the municipality in the memorandum of association. In the motion for registration of the change in the Commercial Register, it shall state the entire address of the new registered office. Decision-making on the change of registered office may be very flexible, and thus also frequent, and situations may occur where the company changes its registered office several times before the registry court manages to register the first change (from the practice of registry courts we know that registration may take quite a long time, even assuming that the entrepreneur fulfils its obligation to file without undue delay a motion for registration of a change in registered facts, imposed on it by Section 28(7) of the Commercial Code).
Procedural aspects of the registered office address of a legal entity For the sake of completeness, I add that the registered office address of a legal entity is important for determining its so-called general court. The Code of Civil Procedure provides in Section 84 that the general court of the party against whom the motion is directed (the defendant) has jurisdiction over the proceedings, unless otherwise provided. In Section 85(3), the law specifies that the general court of a legal entity is the district court within whose district it has its registered office. In most commercial matters, subject-matter jurisdiction is given to the Regional Court as the court of first instance (Section 9(3) of the Code of Civil Procedure). If the regional court has subject-matter jurisdiction for proceedings at first instance and local jurisdiction is determined by the general court of the party, the regional court within whose district the general court of the party is located has local jurisdiction (Section 85a of the Code of Civil Procedure).
Overview of the procedure for changing the registered office for individual forms of commercial companies
1) Performance of a legal act by which a change of registered office occurs
a) Change of registered office involving a concurrent amendment to the founding document:
General commercial partnership (veřejná obchodní společnost)
The consent of all partners is required for a change of registered office (and thus also of the memorandum of association); the memorandum of association may provide that the consent of a majority of partners is sufficient for its amendment; the decision must be in written form with officially authenticated signatures (see the provisions of Sections 63, 79 of the Commercial Code).
Limited partnership (komanditní společnost)
The consent of all partners is required for an amendment to the memorandum of association; the memorandum of association may provide that the consent of a majority of general partners together with the consent of a majority of limited partners is sufficient for its amendment. The decision must be in written form with officially authenticated signatures (see the provisions of Sections 63, 97 of the Commercial Code).
Limited liability company (společnost s ručením omezeným)
A decision of the general meeting or the consent of all members is required for a change of registered office (and thus also of the content of the memorandum of association); this decision must be in the form of a notarial deed (see the provisions of Sections 57, 63, 125, 141 of the Commercial Code).
Joint-stock company (akciová společnost)
The general meeting must decide on a change of registered office (and thus also of the articles of association); this decision must be in the form of a notarial deed (see the provisions of Sections 186, 187 of the Commercial Code).
b) Change of registered office not involving an amendment to the founding document
General commercial partnership (veřejná obchodní společnost)
The consent of all partners is required for a decision on a change of registered office, unless the memorandum of association provides that the consent of a majority of partners is sufficient (see the provision of Section 79 of the Commercial Code).
Limited partnership (komanditní společnost)
The change of registered office is decided by the general partners together with the limited partners by a majority of votes, unless the memorandum of association provides otherwise (see the provision of Section 97 of the Commercial Code).
Limited liability company (společnost s ručením omezeným)
The change of registered office shall be decided by the statutory body (one or more executive directors), unless decision-making on the change of registered office has been entrusted to the competence of another body (by the memorandum of association or by a decision of the general meeting). The decision need not be in the form of a notarial deed (see the provisions of Sections 125, 133, 134 of the Commercial Code).
Joint-stock company (akciová společnost)
The change of registered office shall be decided by the statutory body (the board of directors), unless decision-making on the change of registered office has been entrusted by the articles of association to the competence of the general meeting (the general meeting cannot reserve for decision matters that are not entrusted to it by law or the articles of association). The decision need not be in the form of a notarial deed (see the provision of Section 192 of the Commercial Code).
The question arises whether a decision on a change of registered office, where there is no amendment to the founding document, is a legal act concerning a change of the company within the meaning of the provision of Section 63 of the Commercial Code and whether written form with officially authenticated signatures is therefore required. In the case of an ambiguous interpretation of the said provision, the preparation of a written decision with authenticated signatures may be recommended in light of practice.
2) Filing a motion for registration of the change in the Commercial Register
After it has been decided (by the relevant subject or its body, and in the appropriate form) on the change of registered office, the entrepreneur is obliged to file without undue delay a motion for registration of the change of this registered fact. The applicant is therefore the commercial company acting through its statutory body. The motion is filed with the relevant registry court. In the motion, unlike in the founding document, the full address of the new registered office must already be stated.
Annexes to the motion shall be:
a) a document evidencing the performance of the relevant legal act (decision of the partners, minutes of the general meeting, decision of the statutory body) in the proper form and in duplicate, if there is an amendment to the founding document,
b) in the case of an amendment to the founding document or articles of association, two copies of the complete valid wording of that document,
c) a document proving the legal title for the use of the premises in which the company has located its registered office. In the event that the commercial company is the owner of the relevant immovable property, this document shall be an extract from the Land Register; in the event that it is a tenant, a lease agreement and an extract from the Land Register showing the lessor’s ownership right. It is also possible to prove the legal title by a sublease agreement. (The registered office of a legal entity may also be in a flat. However, this must be compatible with its purpose and must be permitted by the nature and scope of the activity.)
The court fee is CZK 1,000 (regardless of the number and type of registered changes). In the proceedings, the court is obliged to take, within 15 days of filing the motion, acts aimed at deciding the matter. (see the provisions of Sections 27a, 28, 30 of the Commercial Code, Section 20 of the Civil Code, Section 200c of the Code of Civil Procedure, item 8 of the Annex to the Act on Court Fees)
This text was translated from Czech to English using an AI translator.