Czech or foreign investors entering the Czech market may choose between several corporate forms. The fundamental law in this area is the Civil Code and Business Corporations Act.
There are no limitations for foreign investors when it comes to setting up companies. A foreign natural or legal person may establish any form of company either together with other foreign or Czech persons, or alone as a sole shareholder. In this respect, foreign natural and legal persons enjoy the same rights and bear the same obligations as Czech persons and may not be discriminated against.
Download our 2022 guide on company formation in the Czech Republic , containing additional information about the local forms of business, or read more below:
Legal forms of business, minimum capital, contribution
General Partnership (Veřejná obchodní společnost | v.o.s.)
Limited Partnership (Komanditní společnost | k.s.)
The minimum contribution of the limited partner should be set in the Articles of Association. Again, there is no requirement of a minimum registered capital.
Limited Liability Company (Společnost s ručením omezeným | s.r.o.)
According to the Business Corporations Act, the minimum contribution of each shareholder is in the amount of CZK 1. The minimum registered capital is not set in the legislation, so it is derived from the amount of minimum contribution of a shareholder (for a Limited Liability Company with one shareholder the minimum registered capital is CZK 1).
A Limited Liability Company is liable for the breach of its obligations with all its assets, while shareholders guarantee for the breach of the obligations of the Limited Liability Company only up to their committed but unpaid contributions to the registered capital registered with the Commercial Register.
Establishing an LLC in the Czech Republic has never been easier
Did you know that LLC is the most common form of business in the Czech Republic? Benefit from our 2022 Limited Liability Company formation guide and learn more about the incorporation procedure, obligations and how we can help you with the establishment process.
Joint Stock Company (Akciová společnost | a.s.)
The minimum registered capital required is CZK 2,000,000 or EUR 80,000.
Cooperative (Družstvo)
A Cooperative is a community of an indefinite number of persons, but it shall have at least 3 members.
The Business Corporations Act does not set out the amount of minimum registered capital or minimum contribution.
Branch (Odštěpný závod)
No minimum registered capital or contribution is required.
Other forms of business
There are other 3 legal forms of business – entities primarily regulated by EU regulations – which are legally binding for all EU Member States:
- European Company (or “SE”, Societas Europaea)
- European Cooperative Society
- European Economic Interest Group
Minimum documentation and incorporation time
The most important document required when establishing a company in the Czech Republic is the Articles of Association / Foundation Deed. When the establishing company is a capital company (Limited Liability Company or Joint Stock Company) the document must be made in the form of notarial deed.
Other documents required are subject to circumstances. Usually the following documents are also required:
Incorporation time varies based on company type. For example: the establishment of a capital company could be finished within 10 working days, while the establishment of a partnership is generally less time consuming, and it could be completed in 5 working days.
Shareholders and company´s bodies
Common setups
In the following table we present an overview of possible setups of shareholders and other company’s bodies in the most used legal forms of business:
Common setups Limited Liability Company Joint Stock Company Limited Partnership General Partnership Shareholders Natural person(s) or legal entity(ies) Natural person(s) or legal entity(ies) At least 2 natural persons or legal entities At least 2 natural persons or legal entities Company´s bodies Executive Director(s) Supervisory Board (voluntarily)
Sole shareholder
or General Meeting
General Meeting Monistic system: Managing Board
Dualistic system: Supervisory Board, Board of Directors
The statutory body – all of the general partners. The Articles of Association may specify that the statutory body is formed of just some of the General Partners or one of them. The statutory body – all of the Shareholders. The Articles of Association may specify that the statutory body is formed of just some of the Shareholders or one of them. Special requirements
Foreigners who will form the statutory body have to prove their moral integrity by obtaining and submitting the criminal background check from the state of citizenship or long – term residency.
If the shareholder should be a legal person, the proof of its existence (excerpt from commercial register) shall be required.
General overview of corporate taxes
Both corporate income tax residents and tax non-residents are subject to Czech corporate income taxes. A corporation is a tax resident if it is incorporated or managed and controlled from the Czech Republic. Tax residents are taxed in the Czech Republic on their worldwide income while tax non-residents only on their Czech-source income.
The taxable income is calculated on the basis of the accounting profits. As a general rule, expenses incurred on obtaining, ensuring and maintaining the taxable income are tax deductible.
Corporate income tax is levied at a general (standard) rate of 19%. Moreover, lowered corporate income tax rate of 5% applies to basic investment funds while pension funds are subject to a corporate income tax rate of 0%.
Advance tax payments are paid semi-annually or quarterly depending on the amount of the last known tax liability.
Investment incentives
Czech and foreign legal entities, as well as natural persons engaged in business activities in the Czech Republic, can apply for investment incentives. The supported areas include:
When meeting the conditions, investment incentives can be provided in the form of:
- corporate income tax relief for a period of 10 years
- financial support for acquisition of tangible fixed assets up to 10% of the eligible costs
- cash grant for job creation
- cash grant for training of employees
Other aspects
Liability for damages caused by the statutory bodies
It is very important for the statutory body to act with due care and diligence when performing their role in a company. If the statutory body fails to comply with due care and diligence, it is liable for damages sustained by a company.
Unfortunately, the liability could not be limited in any way (for example by an agreement with a company etc.).
In order to protect the statutory bodies, insurance companies in the Czech Republic provide a commercial insurance option, meant to insure against damages caused by the decisions of statutory bodies.
