Cz Company Formation

---
name: cz-company-formation
description: "Company formation and entity choice in the Czech Republic for tax year 2026, from the Business Corporations Act (90/2012 Coll.), the Public Registers Act (304/2013 Coll.), the Civil Code, the Court Fees Act, the notarial tariff and the Accounting Act. Covers the forms (s.r.o., a.s., v.o.s., k.s., branch, sole trader), the CZK 1 minimum contribution in an s.r.o. with 30% of each cash contribution paid before filing, the CZK 2,000,000 or EUR 80,000 minimum for an a.s., founding by notarial deed, registration by a notary or the regional court (5 working days, then deemed entered), court and notary fees (free court entry and a CZK 2,000 deed for a model s.r.o.), the trade licence, tax registration within 15 days, filing accounts, and the 2026 change that ends the audit duty for small companies. Trigger phrases: založení s.r.o., zápis do obchodního rejstříku, základní kapitál, set up a company in the Czech Republic, audit threshold. Out of scope: cz-corporate-income-tax, cz-income-tax, czec"
license: "AGPL-3.0-or-later (code) / OpenAccountants Guide License v1.0 (content)"
metadata:
  source: openaccountants
  openaccountants_url: "https://www.openaccountants.com/skills/cz-company-formation"
  jurisdiction: "CZ"
  tax_year: "2026"
  last_updated: "2026-10-30"
---

# Czech Republic Company Formation & Entity Choice

## Entity types, capital and incorporation (2026)

- **Overview**: The most common Czech business vehicle is the s.r.o. (limited liability company). Its minimum contribution is CZK 1 per member. It is founded by a notarial deed and comes into existence on the day it is entered in the Commercial Register, which the regional court keeps. A notary can make the entry directly. Corporate tax, VAT and payroll after formation are in [cz-corporate-income-tax](cz-corporate-income-tax.md), [czech-republic-vat-return](czech-republic-vat-return.md) and [cz-payroll](cz-payroll.md); the headline figures are in [cz-tax-overview](cz-tax-overview.md). _(Business Corporations Act (ZOK, Act No. 90/2012 Coll.) § 8, § 142; Civil Code (Act No. 89/2012 Coll.) § 126(1); Public Registers Act (Act No. 304/2013 Coll.) § 1(4), § 108)_

### Forms

- **Limited liability company (s.r.o.)**: Společnost s ručením omezeným, a capital company. Members are jointly and severally liable for its debts only up to the contributions they have not yet paid, as entered in the Commercial Register when a creditor calls on them. The name must contain "společnost s ručením omezeným", "spol. s r.o." or "s.r.o.". _(ZOK § 1(2), § 132)_
- **Joint-stock company (a.s.)**: Akciová společnost, a capital company whose share capital is divided into shares. Used for larger businesses. The name must contain "akciová společnost", "akc. spol." or "a.s.". _(ZOK § 243)_
- **General partnership (v.o.s.)**: Veřejná obchodní společnost: at least two persons who take part in its business and are jointly and severally liable for its debts without limit. _(ZOK § 95(1), § 96)_
- **Limited partnership (k.s.)**: Komanditní společnost: at least one limited partner (komanditista) and at least one partner with unlimited liability (komplementář). _(ZOK § 118(1))_
- **Branch of a foreign company**: Odštěpný závod: entered in the Commercial Register at the regional court for its location; the fees are the same as for a first entry of "another person or branch" (see Costs below). For the tax side (permanent establishment) see [cz-cross-border](cz-cross-border.md). _(Public Registers Act § 75(3); Court Fees Act, tariff item 11(1)(b) and item 39(1)(b))_
- **Sole trader (OSVČ / živnost)**: A natural person trading under a trade licence; no company is formed. Tax and insurance are in [cz-income-tax](cz-income-tax.md) and [cz-social-health](cz-social-health.md). _(Trade Licensing Act (Act No. 455/1991 Coll.) § 9, § 10(1))_
- **Single founder**: An s.r.o. or a.s. may be founded by one founder, and may later end up with one member. In a single-member company the member acts as the general meeting. _(ZOK § 11, § 12(1))_

### Capital

- **Minimum share capital, s.r.o.**: The minimum contribution is CZK 1 unless the memorandum sets a higher figure, and share capital is the sum of all contributions. So the legal minimum is CZK 1 per member; there is no other floor in the Act. _(ZOK § 30, § 142(1))_
- **Paid in before filing, s.r.o.**: Before the application to the Commercial Register is filed, the whole share premium and at least 30% of each cash contribution must be paid. The rest must be paid within the period in the memorandum, at the latest 5 years from the company's creation. _(ZOK § 148, § 150(1))_
- **Minimum share capital, a.s.**: At least CZK 2,000,000, or EUR 80,000 for a company that keeps its accounts in euro under a special law. Founding is effective once each founder has paid any share premium and, in total, at least 30% of the nominal value of the subscribed shares into the bank account opened by the contribution administrator, by the time the application is filed at the latest. _(ZOK § 246(1)-(2), § 253(1))_
- **Where cash goes**: Cash contributions to a capital company are paid into a special bank account opened by the contribution administrator (správce vkladů). The bank releases the money only after the company comes into existence, except for set-up costs or refunds. In an s.r.o., cash contributions may be paid another way if together they do not exceed CZK 20,000. The administrator gives a written statement of what has been paid, which is attached to the application. _(ZOK § 23(1)-(2), § 24(1))_
- **In-kind contributions**: Valued by an expert from the official list of experts and contributed before the company comes into existence. _(ZOK § 23(3), § 143(1))_

### Founding and registration

- **Founding instrument**: A memorandum of association (společenská smlouva), or a founder's deed (zakladatelská listina) where there is a single founder, in the form of a public instrument, which means a notarial deed. _(ZOK § 8(1)-(2), § 776(2))_
- **What the s.r.o. memorandum must contain**: Name; business activities; members; shares; contributions; share capital; number of directors (jednatelé) and how they act. On founding, also each founder's contribution duty and deadline, the first directors, the contribution administrator and any in-kind contribution with its valuation. The Ministry of Justice publishes a model memorandum on its website. _(ZOK § 146(1)-(2), (4))_
- **Directors**: The statutory body of an s.r.o. is one or more directors (jednatelé); each acts alone unless the memorandum makes them a collective body. _(ZOK § 194(1)-(2))_
- **File within 6 months**: If the application for entry is not filed within 6 months of founding, the effect is as if the founders withdrew from the contract. The memorandum can change this period. _(ZOK § 9)_
- **Company exists on entry**: A legal person comes into existence on the day it is entered in the public register. Anyone who acts for it before then is personally bound, jointly with others who act; the company may take over those acts within 3 months of its creation. _(Civil Code § 126(1), § 127)_
- **Registration authority**: The Commercial Register (obchodní rejstřík) is kept electronically by the registry courts. The regional court (krajský soud) for the company's seat handles the application. _(Public Registers Act § 1(4), § 75(1))_
- **Route 1: entry by a notary**: The notary who wrote the underlying notarial deed makes the entry directly, by remote access and without undue delay, if the deed states that the act complies with the law and all documents required for the entry have been provided. If the conditions are not met, the notary refuses and the company may apply to the court instead. _(Public Registers Act § 108, § 110, § 112(1), § 113)_
- **Route 2: application to the court**: The court calls for missing items within 3 working days of receiving the application, once only. The court makes the entry or decides within 5 working days, unless another law sets a different period. If it does neither, the entry is deemed made on the next day, and the court shows it within 2 working days. Where the entries rest on an attached notarial deed, the court enters them without a decision. _(Public Registers Act § 88, § 92(1), § 96(1), § 98(1)-(2))_
- **The clock**: The 5 working days run from filing, or from payment of the court fee if paid later, and start again after an obstacle falls away. A document not in Czech starts the clock only when the translation arrives. _(Public Registers Act § 96(3), § 97(1)-(2))_
- **Typical timeline**: With a notarial entry, the law says only "without undue delay"; with a court application, 5 working days from a complete filing. How long the whole process takes in practice depends on the notary, the bank and the trade office and is not set by law. _(Public Registers Act § 96(1), § 113)_
- **After entry**: The court passes the published data to the income tax office, the statistics office and the trade office within 5 working days of the entry. _(Public Registers Act § 2(3))_

### Trade licence and first tax steps

- **Trade licence**: Most business activities need a trade licence (živnostenské oprávnění). Notifiable trades (ohlašovací: craft, regulated by qualification, and free trades) start on notification; licensed trades (koncesované) need a decision. For a new company, the trade office confirms the conditions to the founders by an extract once the company has been founded, and the licence arises at the earliest on the day of entry in the Commercial Register. If the company is not entered within 90 days of the notification, the office decides the conditions were not met. _(Trade Licensing Act § 9, § 10(1), (4), (5), § 19)_
- **Trade licence fee**: CZK 1,000 for a first notification of a trade (CZK 500 for each further one); several trades notified at the same time pay once; the first extract is free. _(Administrative Fees Act (Act No. 634/2004 Coll.), tariff item 24(a)-(b) and notes)_
- **Corporate income tax registration**: A company with its seat in the Czech Republic files a registration application for corporate income tax within 15 days of coming into existence. Changes to registration data are reported within 15 days. _(Income Taxes Act (Act No. 586/1992 Coll.) § 39a(1); Tax Code (Act No. 280/2009 Coll.) § 127(1))_
- **Beneficial owners**: The company must apply to have its beneficial owners entered in the register of beneficial owners without undue delay after the relevant fact arises; the entry is made by a court or a notary. _(Beneficial Owners Register Act (Act No. 37/2021 Coll.) § 9(1), § 11(3))_
- **VAT**: A company becomes a VAT payer from 1 January after a calendar year with turnover over CZK 2,000,000, or from the day after turnover passes CZK 2,536,500 in the year. See [czech-republic-vat-return](czech-republic-vat-return.md). _(VAT Act (Act No. 235/2004 Coll.) § 6(1), (2)(b))_

### Costs

- **Court fee, application to the court**: First entry of an a.s.: CZK 12,000. First entry of any other person (including an s.r.o.) or a branch: CZK 6,000. Changes: CZK 2,000. Entry of a company name before the company is entered: CZK 1,000. _(Court Fees Act (Act No. 549/1991 Coll.), tariff item 11(1)(a)-(d))_
- **Court fee, entry by a notary**: First entry of an a.s.: CZK 8,000. First entry of any other person or a branch: CZK 2,700. Changes: CZK 1,000 per request. The notary collects it. _(Court Fees Act § 7a(1), tariff item 39(1)(a)-(c))_
- **Model s.r.o. exemption**: No court fee is due for a notarial entry of an s.r.o. founded by a notarial deed that follows the model memorandum, with cash contributions only. _(Court Fees Act § 11(9)(d))_
- **Notary's fee for the founding deed**: Set by the notarial tariff on the share capital: 2.0% of the first CZK 100,000, 1.2% of the part up to CZK 500,000, then lower bands, with a minimum of CZK 4,000 for a deed that is the basis for an entry in a public register. For a model s.r.o. with cash contributions that the same notary enters, the deed costs CZK 2,000. _(Notarial tariff, Decree No. 196/2001 Coll., § 5(3) and annex item A)_
- **Notary's fee for making the entry**: CZK 500 for an entry in the public register, and CZK 500 for an entry in the register of beneficial owners. _(Decree No. 196/2001 Coll., annex item S(1)-(2))_
- **Beneficial owner entry by the court**: CZK 4,000 for a business corporation. _(Court Fees Act, tariff item 11(2)(a))_
- **Typical incorporation cost**: For an s.r.o. with CZK 200,000 capital, its own memorandum and a notarial entry, the fees above add up to CZK 8,200 (see the worked example). A model s.r.o. with cash contributions starts from CZK 2,000 for the deed plus the trade fee. Notary VAT, certifications, translations, bank and advisory costs come on top.

### Accounts, audit and annual compliance

- **Size categories (in force since 3 September 2025)**: Micro: does not exceed at least 2 of total assets CZK 11,000,000, net turnover CZK 22,000,000, 10 employees. Small: not micro, and does not exceed at least 2 of CZK 120,000,000, CZK 240,000,000, 50 employees. Medium: does not exceed at least 2 of CZK 600,000,000, CZK 1,200,000,000, 250 employees. Large: exceeds at least 2 medium limits; public-interest entities are always large. These limits were set by Act No. 316/2025 Coll. (art. I points 2 to 11, in force the day after its promulgation on 2 September 2025) and are used at the balance sheet date of every accounting period that started on or after 1 January 2024 and ended on or after 31 December 2024 (art. II point 2). _(Accounting Act (Act No. 563/1991 Coll.) § 1b(1)-(5); Act No. 316/2025 Coll. art. II point 2, art. VII)_
- **Statutory audit (accounting periods starting on or after 1 January 2026)**: Under the Accounting Act only medium and large entities (and entities required by a special law) must have their financial statements audited. Act No. 316/2025 Coll. repealed the old audit duty for small companies with effect from 1 January 2026; for accounting periods that started before that date the old rules still apply. Only an entity with an audit duty must prepare an annual report (výroční zpráva), so a small company with no audit duty no longer needs one either. _(Accounting Act § 20(1), § 21(1); Act No. 316/2025 Coll., art. I point 12, art. II point 1, art. VII)_
- **Old audit rule (periods started before 1 January 2026, for example calendar 2025)**: A small a.s. (or a trust fund under the Civil Code) needed an audit if, on the balance sheet date of the audited period and the period before, it reached at least one of total assets CZK 40,000,000, net turnover CZK 80,000,000 or 50 employees; any other small entity if it reached at least two. _(Accounting Act § 20(1)(c)-(d), version in force until 31 December 2025)_
- **Annual financial statements**: A company entered in the public register publishes its financial statements (and annual report where required) by filing them in the Collection of Deeds (sbírka listin). An audited company files within 30 days of audit and approval, and in any case within 12 months of the balance sheet date. Small and micro entities that are not audited need not publish the profit and loss account. _(Accounting Act § 21a(1), (2), (4), (9); Public Registers Act § 66(c))_
- **Not filing accounts**: If a business corporation fails to file its financial statements for at least 2 consecutive periods, the registry court calls on it to file within 1 month; if the call cannot be delivered, the court starts proceedings to dissolve it. _(Public Registers Act § 105a(1), (3))_
- **Annual corporate income tax return**: Due 3 months after the end of the tax period; 4 months if filed electronically after that date; 6 months where the accounts must be audited or a tax adviser files after the 3-month date. For calendar 2026: 1 April 2027, 3 May 2027 (1 May 2027 is a Saturday) or 1 July 2027. The 6-month limb for audited companies follows the legal audit duty, so a small company with no audit duty for a period starting on or after 1 January 2026 is on the 3- or 4-month deadline unless a tax adviser files after the 3 months. Full rules in [cz-corporate-income-tax](cz-corporate-income-tax.md). _(Tax Code § 33(1), (4), § 136(1)-(2))_

## Worked example (2026)

Two founders set up an s.r.o. in 2026 with share capital of CZK 200,000 (CZK 100,000 each, in cash), using their own memorandum rather than the model. The notary who writes the deed also makes the entry. The notary's fee for the deed is 2.0% of the first CZK 100,000 (CZK 2,000) plus 1.2% of the next CZK 100,000 (CZK 1,200), which is CZK 3,200, below the CZK 4,000 minimum, so CZK 4,000 applies. Add the notary's CZK 500 for making the entry, the CZK 2,700 court fee for a first entry by a notary, and the CZK 1,000 trade notification fee. Total fees: CZK 8,200, before notary VAT and other outlays. Before filing, each founder must have paid at least 30% of their cash contribution: CZK 30,000 each.

```oa-check
name: s.r.o. with CZK 200,000 capital, own memorandum, notarial entry (2026 fees)
inputs:
  capital: 200000
  contribution_each: 100000
steps:
  - band_1: min(capital, 100000) * 0.02
  - band_2: (min(capital, 500000) - 100000) * 0.012
  - tariff: band_1 + band_2
  - deed_fee: max(tariff, 4000)
  - total_fees: deed_fee + 500 + 2700 + 1000
  - paid_before_filing_each: contribution_each * 0.30
expected:
  tariff: 3200.00
  deed_fee: 4000.00
  total_fees: 8200.00
  paid_before_filing_each: 30000.00
```

## Sources

| Source | URL | Read on |
| --- | --- | --- |
| Business Corporations Act (Act No. 90/2012 Coll.), version in force from 19 July 2024 (current on 30 October 2026): §§ 1, 8, 9, 11, 12, 23, 24, 30, 95, 96, 118, 132, 142, 143, 146, 148, 150, 194, 243, 246, 253, 776 | https://e-sbirka.gov.cz/sb/2012/90/2024-07-19 | 2026-10-30 |
| Public Registers Act (Act No. 304/2013 Coll.), version in force from 19 July 2024 (current on 30 October 2026): §§ 1, 2, 66, 75, 88, 92, 96, 97, 98, 105a, 108, 110, 112, 113 | https://e-sbirka.gov.cz/sb/2013/304/2024-07-19 | 2026-10-30 |
| Civil Code (Act No. 89/2012 Coll.), version in force from 1 January 2026: §§ 126, 127 | https://e-sbirka.gov.cz/sb/2012/89/2026-01-01 | 2026-10-30 |
| Court Fees Act (Act No. 549/1991 Coll.), version in force from 1 January 2026: § 7a, § 11(9), tariff items 11 and 39 | https://e-sbirka.gov.cz/sb/1991/549/2026-01-01 | 2026-10-30 |
| Decree No. 196/2001 Coll. on notaries' fees (notarial tariff), version in force from 14 March 2025: § 5, annex items A and S | https://e-sbirka.gov.cz/sb/2001/196/2025-03-14 | 2026-10-30 |
| Trade Licensing Act (Act No. 455/1991 Coll.), version in force from 1 July 2026: §§ 9, 10, 19 | https://e-sbirka.gov.cz/sb/1991/455/2026-07-01 | 2026-10-30 |
| Administrative Fees Act (Act No. 634/2004 Coll.), version in force from 1 September 2026: tariff item 24 | https://e-sbirka.gov.cz/sb/2004/634/2026-09-01 | 2026-10-30 |
| Accounting Act (Act No. 563/1991 Coll.), version in force from 1 January 2026: §§ 1b, 20, 21, 21a | https://e-sbirka.gov.cz/sb/1991/563/2026-01-01 | 2026-10-30 |
| Accounting Act, version in force from 3 September to 31 December 2025: old § 20(1)(c)-(d) and § 1b | https://e-sbirka.gov.cz/sb/1991/563/2025-09-03 | 2026-10-30 |
| Act No. 316/2025 Coll. amending the Accounting Act: art. I points 2-12, art. II points 1-2, art. VII | https://e-sbirka.gov.cz/sb/2025/316 | 2026-10-30 |
| Income Taxes Act (Act No. 586/1992 Coll.), version in force from 1 August 2026: § 39a | https://e-sbirka.gov.cz/sb/1992/586/2026-08-01 | 2026-10-30 |
| VAT Act (Act No. 235/2004 Coll.), version in force from 1 January 2026: § 6 | https://e-sbirka.gov.cz/sb/2004/235/2026-01-01 | 2026-10-30 |
| Tax Code (Act No. 280/2009 Coll.), version in force from 1 January 2026: §§ 33, 127, 136 | https://e-sbirka.gov.cz/sb/2009/280/2026-01-01 | 2026-10-30 |
| Beneficial Owners Register Act (Act No. 37/2021 Coll.), version in force from 1 January 2025: §§ 9, 11 | https://e-sbirka.gov.cz/sb/2021/37/2025-01-01 | 2026-10-30 |

Not yet confirmed: whether notaries add 21% VAT to the tariff fees, and whether the CZK 500 entry fee (item S) is charged on top of the CZK 2,000 model-memorandum deed; the Ministry of Justice model memorandum itself (not read); how long incorporation takes end to end in practice (the old version said 1 to 3 weeks; the law sets only the court's 5 working days and the notary's "without undue delay"); the full list of documents a notary or court needs for the entry (for example the trade licence extract and the seat owner's consent), which sits in the Public Registers Act and ZOK provisions not read in full; whether a special law still requires an audit of some small companies after 2026 (Accounting Act § 20(1) keeps the duty for entities that a special law names); the general meeting's deadline for approving the annual accounts (not read today).

## Today's figures and who stands behind this skill

This file is an AI skill (tax rules your AI follows) from OpenAccountants, copied on 2026-10-30. Rates, thresholds and deadlines change. For the current version of this skill, its official sources and the named accountant (if any) who stands behind it, call `get_skill` with slug `cz-company-formation` on the OpenAccountants connector (https://www.openaccountants.com/connect), or read https://www.openaccountants.com/skills/cz-company-formation. If neither is available, confirm every figure against the official source pages cited above before relying on it.