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Director

A Limited Liability Company must have one or more Directors. It is the governing and the only obligatory Company body in a Limited Liability Company. Establishment of other (non-governing) Company bodies is decided at the sole discretion of the Shareholders.

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Division of Duties: Generally speaking, the Directors are responsible for all Company matters which are not vested (i) under the law, (ii) by the Company's AoA, (iii) by a decision of a relevant public authority (iv) with another Company body (if established) or (v) with the General Meeting (“GM”). It is explicitly stipulated in the Act on Business Corporations that the Directors are responsible for the business management of the Company and shall procure due to the administration of the Company's accounting and other records and inform the Shareholders on the Company matters. Further, the Directors are entitled to act on behalf of and represent the Company (the specific manner of acting should be defined in the Company's AoA).

Composition: The Company must have at least 1 Director and no maximum applies. The exact number of the Directors should be stipulated in the Company's AoA. Both physical persons and legal entities may be appointed a Director.

Appointment/Dismissal Competence: The Directors are appointed and dismissed by the GM or (as the case may be) by a Sole Shareholder of the Company. The simple majority of all votes is required to make a quorum and a simple majority of present votes is required to appoint or dismiss a Director (unless stated otherwise in the Company's AoA).

Alternates: Generally, no alternates are permitted with respect to the Directors, unless the Directors constitute a collective body. In such a case, if a Director is not able to participate in a particular voting, the Director may grant an authorization to another Director to vote on his behalf in this particular case. Neither a general authorization to vote on behalf of the absent Director nor an authorization granted to a member of another Company body (if established) or to a third person outside the Company, is permitted.

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
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the Director(s) (authorized to bind the Company) or the person convening the GM.

At least 15 business days prior to the GM (unless otherwise stated in the AoA).

Yes.

No.

Yes, if all Shareholders concur.

Convening notice to be sent to all Shareholders' addresses stated in the Shareholders Register (unless stated otherwise in the AoA).

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 and a Secretary.

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

Yes.

No.

No, however, no physical meeting is required (unless stated otherwise in the AoA).

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 and for 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 Director is a legal entity).

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

Affidavit to be signed by the new Director.

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 AoA) if the number of total Directors in the Company following the appointment is changed.
1
Step 1
0-15 days*
2
Step 2
0 days
3
Step 3
No specific requirements

0-15 days**

*Less than 15 days only possible if Step 1 is waived.

**Notarization may take additional time.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the Director(s) (authorized to bind the Company) or the person convening the GM.

At least 15 business days prior to the GM (unless otherwise stated in the AoA).

Yes.

No.

Yes, if all Shareholders concur.

Convening notice to be sent to all Shareholders' addresses stated in the Shareholders Register (unless stated otherwise 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 and a Secretary. 

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

Yes.

No.

No, however, no physical meeting is required (unless stated otherwise 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 AoA) if the number of total Directors in the Company following the dismissal is changed.
1
Step 1
0-15 days*
2
Step 2
0 days
3
Step 3
No specific requirements

0-15 days**

Less than 15 days only possible if Step 1 is waived.

**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