- Czech law in Dutch (and English)
Changing a member of the board - a director of a Czech limited company - SRO
Hartmanova.eu will be happy to help you if you would like to apply for a change in the board of directors in the Czech Republic. If you wish, you can also become the managing director of a Czech SRO yourself, all restrictions for (EU)-foreigners have long ago been lifted. In order to be able to hold this function, you no longer need to be able to show an unlimited residence permit. Likewise, the datova schranka (= the electronic mailbox, e-government) already established for the SRO provides relief, so that if you are the managing director of your s.r.o. you can easily communicate with Czech authorities and other firms from abroad.
Entrepreneurs often do not know that you do NOT need to use a Czech notary if you want to change (a) manager(s). That is why, together with us, Hartmanova.eu, you can arrange everything you need from your country. We will prepare all documents, including translations, for you, of course only after consultation with you. You only need to provide your signature(s) under the documents. Of course, the legal department of the Czech trade register ultimately checks whether everything that we have submitted for you is in order. Hartmanova.eu has good contacts to the various local chambers of commerce in the Czech Republic, who are responsible for the commercial register.
How to change your director step by step:
A change in the deed of incorporation of the SRO is (usually) not necessary, when the number of board members doesn't change.
- The general assembly decides to dismiss the current (managing) director and appoints the new (managing) director of the s.r.o. We can create this document for you without having to use the services of a notary. However, the partner(s) must have their signature(s) certified. You can do this, for example, at the Czech Embassy or at a Consulate General in your country.
- A declaration of honour regarding exclusion criteria and non-conflict of interests, in which the new director accepts his appointment in the function, and agrees to be inscribed in the Commercial Register, and at the same time, by means of his word of honour indicates that he is authorized to perform this action, and , is of legal age. The signature provided under this document also serves as the official signature sample of the new managing director, which he can use to bind the SRO to comply with agreements with third parties. Again, the managing director must have his signature authenticated, as is possible, for example, at the Czech Embassy in your country.
- The new managing director only has to provide his signature under the declaration of the Czech correspondence address (which is located in the Czech Republic!) - you do not need to have this signature certified!
- The certificate of good conduct (= certificate of good faith) must not be older than 3 months and must be translated into the Czech language. We can do this for you.
- The required, completed change forms. The signature of the managing director, who submits these forms on behalf of the SRO to the responsible commercial register, must again be certified.
- You must send all of these - correctly - completed forms, including attachments, to the Czech commercial register. (Commercial register = Obchodni rejstrik)
Ultimately, you will have to pay the court fees due in the amount of Kc 2000,-. You can do this, for example, by transfer to the bank account of an authorized regional representative of the Czech company register. Please note, however, that it will take a few days for your transfer to appear on the Czech commercial register account as an incoming payment! Or we can pay on your behalf, with special stamps (kolkovy znamky).
If you have any questions about this procedure, please do not hesitate to contact us, Hartmanova.eu! We, the Hartmanova.eu team, will be happy to help you!