A transformed company, as a legal person, does not cease to exist, nor do its assets transfer to a legal successor. Only its internal legal status and the legal status is changing. Companies can change to a different type of company or cooperative, or a cooperative may change its legal form to a company.
The exception are specific business entities governed by specific laws, such as banks, investment companies, investment funds or insurance companies.
The legal effects of the change, i.e. the company‘s transition to a different legal form, occures on the date of entry of the change in the Commercial Register.
Company or cooperative changing the legal form must allow shareholders, partners or members to become familiar with the following documents:
- Project of change of the legal status
- Report on the change of legal form, if required
- Expert opinion for the valuation of assets, if required
- Ordinary, extraordinary or interim financial statements
These documents may be submitted to shareholders, partners or members in paper or electronic form, for at least one month prior to the date of the decision on the change of legal form, and until one month after the decision, the documents may be published on the website.
In case of a change of legal form to a limited liability company or joint stock company, a company or coopeerative is obliged to value its assets by an expert as of the date on which the project of change of the legal form was drawn up.
If the share capital of the joint stock company, limited liability company or cooperative, after changing the legal status is lower than the capital in the opening balance sheet as of the date of registration of the change of legal form, shareholders are required to pay the difference without undue delay, after the entry of the change of legal form to the Commercial register, jointly and severally.
Housing association may change its legal form only if approved by all members of a housing cooperative; such consent can not be replaced by the consent of all the delegates.
Relocation of registered office to the Czech Republic
A foreign legal entity may transfer its registered office in the Czech Republic, without ceasing to exist and without the need of the establishment of a new legal entity, if not prohibited by the legislation of the Member State in which it is located, or the laws of the State governing its internal legal relations, if the transfer will change its legal form to a Czech company or Czech cooperative and if after changing the legal status of its internal legal relations will be governed by Czech law.
Relocation of the registered office to the Czech Republic shall take effect on the date of registration of the transfer in the Commercial Register, or its deletion from the foreign commercial register, if the international legal order in which the foreign business register is kept, combines legal effects of the change of legal form.
Relocation of registered office abroad
A Czech company or cooperative may transfer its registered office to another Member State other than the Czech Republic, without ceasing to exist and the without the need to establish a new legal entity. Personal status and legal form of the company or cooperative, even after the transfer abroad continue to be governed by Czech law, if not stipulated otherwise by the law of the State in which the company or team is relocating its registered office.
A Czech company or cooperative may transfer its registered office to another Member State other than the Czech Republic, without ceasing to exist and without the need to establish a new legal entity, and change its legal form to one that is admitted by the law of the Member State in which the Czech company or cooperative is to relocate its registered office, if not prohibited by the legislation of that Member State.
Moving the seat of Czech companies or cooperatives abroad and the related changes in their founding documents become effective on the date on which the transfer of the registered office of the Czech company or cooperative is registered in the foreign commercial register, unless the law of the State in which the registered office will be provides otherwise. In this case, the change becomes effective in accordance with the relevant law, otherwise by the deletion of the Czech company or cooperative from the Commercial Register.
Do not hestitate to order the change of legal form of your company online!
