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Statutory Director

The Statutory Director (“SD”) is a part of a one-tier (monistic) system of corporate governance in a Joint Stock Company. The other part of this system is represented by an Executive Board (“EB”). Establishment of other Company bodies is at the sole discretion of the Shareholders. The positions of the SD and the EB members are of a cumulative nature, i.e. a physical person may act as the Company's SD and simultaneously as the sole member and Chairman of the EB.

[...]

Division of Duties:  Generally speaking, the SD has the same responsibilities as the Board of Directors (“BoD”) in a Joint Stock Company with a two-tier system, while the EB has the same responsibilities as the Supervisory Board (“SB”). The main responsibility of the SD is the business management of the Company.

Composition: The Company has 1 SD only. Only physical persons may be appointed as the SD.

Appointment/Dismissal Competence: The SD is appointed and dismissed by the EB (unless the right to appoint and dismiss the SD is vested with the General Meeting (“GM”) by the Company's Bylaws). A simple majority of present EB members is required (unless stated otherwise in the Bylaws). The SD is appointed for a period of 1 year (unless stated otherwise in the Bylaws).

Alternates: Not applicable.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Czech Republic on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with PRK Partners before actually changing any board members in Czech Republic.

Appointment (if the competence vests with the Executive Board)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of EB Meeting.

Convening notice.

No (unless otherwise stated in the Bylaws).

No (unless otherwise stated in the Bylaws).

Yes (unless otherwise stated in the Bylaws).

No (unless otherwise stated in the Bylaws).

Yes (unless otherwise stated in the Bylaws).

The procedure should by regulated by the Bylaws as there are no rules in the Czech Act on Business Corporations for convening an EB Meeting.

Not applicable if there is only 1 EB member. 
2

EB Meeting.

Minutes of the EB Meeting, including list of present EB members.

Yes, to be signed by the Chairman of the EB.

On the date stipulated in a convening notice (unless waived, cf. Step 1) or in the Bylaws.

Yes.

No (unless otherwise stated in the Bylaws).

No, however, no physical meeting is required if so allowed in the Bylaws.

The appointment is effective from the date of the EB Meeting (or from the date stated in the Minutes of the EB Meeting).
3

Registration in the Commercial Register held by a competent court.

(i) Petition for registration;

(ii) Minutes of the GM;

(iii) Affidavit;

(iv) Criminal record (EU citizens: only from the country of residency; Non-EU citizens: both records from the Czech Republic and from the country of residency).

Yes, petition to be signed by an authorized person from the Company.

Affidavit to be signed by the new SD.

Without undue delay after the EB Meeting.

Yes.

Yes, petition and affidavit to be notarized.

Depending on the relevant country, the criminal records may need an apostille or super-legalisation.

No.
1
Step 1
No specific requirements
2
Step 2
0 days
3
Step 3
No specific requirements

No specific requirements*

*Notarization may take additional time.
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Dismissal (if the competence vests with the Executive Board)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of EB Meeting.

Convening notice.

No (unless otherwise stated in the Bylaws).

No (unless otherwise stated in the Bylaws).

Yes (unless otherwise stated in the Bylaws).

No (unless otherwise stated in the Bylaws).

Yes (unless otherwise stated in the Bylaws).

The procedure should by regulated by the Bylaws as there are no rules in the Czech Act on Business Corporations for convening an EB Meeting.

Not applicable if there is only 1 EB member.
2

EB Meeting.

Minutes of the EB Meeting, including list of present EB members.

Yes, to be signed by the Chairman of the EB.

On the date stipulated in a convening notice (unless waived, cf. Step 1) or in the Bylaws.

Yes.

No (unless otherwise stated in the Bylaws).

No, however, no physical meeting is required if so allowed in the Bylaws.

The dismissal is effective from the date of the EB Meeting (or from the date stated in the Minutes of the EB Meeting).
3

Registration in the Commercial Register held by a competent court.

(i) Petition for registration;

(ii) Minutes of the GM.

Yes, petition to be signed by an authorized person from the Company.

Without undue delay after the EB Meeting.

Yes.

Yes, petition to be notarized.

No.
1
Step 1
No specific requirements
2
Step 2
0 days
3
Step 3
No specific requirements

No specific requirements*

*Notarization may take additional time.
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PRK Partners has provided all input on changing board members in the Czech Republic. PRK Partners is a [...] leading regional full service law firm with over 20 years of service in Central Europe. Our philosophy is simple: provide cost effective legal solutions at the highest professional standards. We have worked on many of the region's largest and most complex transactions. PRK Partners is a member of Lex Mundi.

For more information about PRK Partners and changing board members in the Czech Republic, please use the below contacts:

TEL: +420 221 430 111
EMAIL: marie.aschenbrennerova@prkpartners.com
WEB: www.prkpartners.com