The purpose of this November circular is to draw attention to new obligations associated with the amendment to Act No. 304/2013 Coll., on Public Registers of Legal and Natural Persons and on the Register of Trust Funds (hereinafter referred to as the “Act on Public Registers”), which introduced an obligation for legal persons to register the beneficial owner of the legal person in a non-public register. Legal persons registered in the Commercial Register (společnost s ručením omezeným, akciová společnost) must fulfil this obligation by 01.01.2019. The Act on Public Registers does not yet stipulate any sanctions for failure to fulfil this obligation.
The register of beneficial owners is an information system of public administration in which data on beneficial owners defined by law are recorded. The register is non-public and is maintained by registry courts. Registered are beneficial owners of legal persons entered in the public register pursuant to the register act and beneficial owners of trust funds entered in the register of trust funds.
The register of beneficial owners is currently accessible primarily to state authorities, namely tax offices, courts, public prosecutor’s offices, the Police of the Czech Republic, etc. The register of beneficial owners is currently accessible to the public only upon demonstration of a legitimate interest.
A beneficial owner pursuant to the Act on Public Registers means a natural person who has the factual or legal possibility to exercise directly or indirectly decisive influence in a legal person, in a trust fund or in another legal arrangement without legal personality. The beneficial owner of a legal person is therefore always and only a natural person. In the event that a legal person is owned by another legal person, the beneficial owner of this controlled person is the beneficial owner of the controlling person.
The following is presumed to be a beneficial owner in the case of business companies:
Information identifying the beneficial owner is recorded in the register of beneficial owners, such as his or her name, date of birth or nationality. Furthermore, data specifying the basis of the beneficial owner’s position must be recorded.
Entry in the register of beneficial owners is made only by means of an electronic form, which can be found at https://issm.justice.cz/. This form may be completed and sent by data box or the completed form may be printed, signed with a verified signature and sent to the relevant registry court by post.
Documents evidencing the position of the beneficial owner must be attached to the completed form. If the position of the beneficial owner is apparent directly from the public register, no documents need be attached; this will be the case particularly for limited liability companies (společnost s ručením omezeným), where shareholders are directly recorded in the Commercial Register. In the case of a joint-stock company (akciová společnost), it will most frequently be necessary to provide a list of shareholders from which it will be apparent who is a shareholder of the company.
In conclusion, it must be mentioned that until 31.12.2018 entry in the register of beneficial owners is without an administrative fee. Subsequently, from 01.01.2019 entry in the register of beneficial owners will be subject to a fee in the amount of CZK 1,000.
Ondřej Bahník, advokát
Advokátní kancelář Mašek, Kočí, Aujezdský www.e-Advokacie.cz – on-line legal advisory services
This text was originally prepared by the law firm Mašek, Kočí, Aujezdský in cooperation with the Association for Electronic Commerce (APEK) as legal circular No. 11/2018 intended for members of this association.
This text was translated from Czech to English using an AI translator.