Step | Action | Documentation | Signatures? | Timing | Originals? | Notarization/ Certification? |
Waiver of Step? |
Miscellaneous |
---|---|---|---|---|---|---|---|---|
1 |
Convening of GM. |
Convening notice. |
Yes, to be signed by the BoD members (authorized to bind the Company) or the person convening the GM. |
At least 30 business days prior to the GM (unless otherwise stated in the Bylaws). |
Yes. |
No. |
Yes, if all Shareholders concur. |
Written notice to be published on the Company's website and sent to the Shareholders registered in Shareholders Register (or the Book-Entry Securities Register) (unless otherwise stated in the Bylaws). Not applicable in case of a Sole Shareholder. |
2 |
GM. |
Minutes of the GM, including list of present Shareholders and submitted proposals. |
Yes, to be signed by the Chairman of the GM, a Secretary and a person verifying the Minutes. |
On the date stipulated in the convening notice (unless waived, cf. Step 1). |
Yes. |
No. |
No, however, no physical meeting is required (unless otherwise stated in the Bylaws). |
The appointment is effective from the date of the GM (or from the later date stated in the Minutes of the GM). |
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); (v) Extracts from Register of Companies (only if the new SB member is a legal entity). |
Yes, petition to be signed by an authorized person from the Company. Affidavit to be signed by the new SB member. |
Without undue delay after the GM. |
Yes. |
Yes, petition and affidavit to be notarized. Depending on the relevant country, the criminal records or the extracts from the Register of Companies may need an apostille or super-legalisation. |
No. |
Other requirements may apply (e.g. amendments to the Bylaws) if the number of total SB members in the Company following the appointment is changed. If the new SB member is to be Chairman/Vice-Chairman, Minutes of a SB Meeting appointing the Chairman/Vice-Chairman should be submitted as well. |
1
Step 1
|
2
Step 2
|
3
Step 3
|
|||
0-30 days** *Less than 30 days only possible if Step 1 is waived. **Notarization may take additional time. |
Step | Action | Documentation | Signatures? | Timing | Originals? | Notarization/ Certification? |
Waiver of Step? |
Miscellaneous |
---|---|---|---|---|---|---|---|---|
1 |
Convening of GM. |
Convening notice. |
Yes, to be signed by the BoD members (authorized to bind the Company) or the person convening the GM. |
At least 30 business days prior to the GM (unless otherwise stated in the Bylaws). |
Yes. |
No. |
Yes, if all Shareholders concur. |
Written notice to be published on the Company's website and sent to the Shareholders registered in Shareholders Register (or the Book-Entry Securities Register) (unless otherwise stated in the Bylaws). Not applicable in case of a Sole Shareholder. |
2 |
GM. |
Minutes of the GM, including list of present Shareholders and submitted proposals. |
Yes, to be signed by the Chairman of the GM, a Secretary and a person verifying the Minutes. |
On the date stipulated in the convening notice (unless waived, cf. Step 1). |
Yes. |
No. |
No, however, no physical meeting is required (unless otherwise stated in the Bylaws). |
The dismissal is effective from the date of the GM (or from the later date stated in the Minutes of the GM). |
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 GM. |
Yes. |
Yes, petition to be notarized. |
No. |
Other requirements may apply (e.g. amendments to the Bylaws) if the number of total SB Members in the Company following the dismissal is changed. |
1
Step 1
|
2
Step 2
|
3
Step 3
|
|||
0-30 days* *Less than 30 days only possible if Step 1 is waived. **Notarization may take additional time. |
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 111EMAIL: marie.aschenbrennerova@prkpartners.com
WEB: www.prkpartners.com