We advise founders, subsidiaries of foreign groups and individual entrepreneurs on Czech company and commercial law. A large part of that work is for people who run a Czech company from abroad, or who are the only foreign national on the board of an otherwise Czech business.
Setting up and running a Czech company
- Incorporation of an s.r.o. (limited liability company) or a.s. (joint-stock company): the notarial deed, the articles, the trade licence, registration in the Commercial Register and the register of beneficial owners.
- Choice of form. Whether an s.r.o., a branch of your existing company, or a trade licence in your own name fits what you are doing — the answer changes the tax and liability position, so it is worth settling first.
- Day-to-day corporate work. Convening and minuting general meetings, appointing and removing directors, share transfers, capital increases, changes to the articles, powers of representation.
- Directors’ duties and liability. What a jednatel owes the company under Czech law, and where a director becomes personally exposed — including for late filings and for failing to act on insolvency.
- Transformations, dissolution and liquidation, including the closure of a Czech entity whose parent has decided to leave the market.
Commercial contracts
- Supply, distribution, agency, framework and service agreements, in Czech or bilingually
- Terms of business and standard-form conditions, including their enforceability against consumers
- Security: promissory notes, guarantees, pledges, retention of title, set-off arrangements
- Choice of law and jurisdiction clauses, arbitration clauses, and what each means when you need to enforce
- Non-disclosure and non-competition arrangements, and the limits Czech law puts on them
Compliance that catches foreign-owned companies
- Register of beneficial owners. Registration is mandatory and a company that is not correctly registered can lose the right to have profit distributed to the unregistered owner and to have its owner exercise voting rights.
- Filing of financial statements in the Commercial Register — routinely missed by small foreign-owned entities, and a ground for penalties.
- AML obligations for firms in the scope of the Czech AML act, including internal rules and the identification of clients.
- Data protection under the GDPR as applied in the Czech Republic.
Competition
- Advice on Czech and EU competition rules, and on dealings with the Czech competition authority
- Unfair competition: misleading advertising, free-riding on a competitor’s reputation, misuse of trade secrets
Disputes
We act for companies in commercial litigation and arbitration, in disputes between shareholders, and before public authorities. Where the counterparty is in Germany or Slovakia, the case stays with us rather than being handed to correspondence counsel.
Frequently asked questions
Can a foreigner own and run a Czech s.r.o.?
Yes. There is no requirement to be Czech or resident here to be a shareholder or a director. Residence status matters for your own permission to work and live here, not for the company’s existence.
How long does incorporation take?
In a straightforward case a matter of days once the documents and the identification of the owners are complete. Delays almost always come from documents issued abroad that need an apostille or a certified translation, so start with those.
Do I need to come to Prague to set the company up?
Not necessarily. Much can be done under a power of attorney with certified signatures, though the notarial steps have formal requirements that we will explain for your specific case.
Is a branch better than a subsidiary?
It depends on liability, tax and how permanent the presence is. A branch is not a separate legal entity, so the foreign parent carries the obligations directly. We set out both before you choose.
Why bring this to MACH LEGAL
- We work with you in English. You deal with the lawyer handling your file, not with a translator in between. We also work in German, Czech, Hebrew and Portuguese.
- Czech law, explained in the terms you know. Most of our English-speaking clients come from another legal system. We say where Czech law differs from what you would expect, not only what it says.
- Cross-border matters stay in one place. Our partner Dr. Tomas Mach is an attorney-at-law registered with the Czech Bar Association (13282), the Slovak Bar Association (7581) and the Rechtsanwaltskammer Köln (61058), and a court-appointed expert in the law of the Federal Republic of Germany and the law of the Slovak Republic.
- A written scope and a written fee. We agree what we will do and on what basis we charge before we start. See Legal services and fees.
How we work
- First contact. Send us the documents and a short description of the situation. We tell you whether the matter needs a lawyer at all.
- Assessment. You get our reading of the position, the options and the likely cost of each.
- Instruction. A power of attorney and a written scope of work.
- The work itself. Drafting, negotiating or representing you, with a report at each step that needs your decision.
Contact: Contact page · praha@machlegal.eu · +420 245 008 552