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국제법률연구원(ILRI)은 귀사의 성공적인 해외진출을 돕기 위해 현지변호사들과 자체 개발한 온라인 법인설립서비스인 "오이오스(OIOS)" 를 제공하고 있습니다.
Taste different solution. 색다른 해결책을 맛 보세요.
저희는 52개국의 현지 로펌과 제휴한 해외진출지원 서비스를 제공하고 있습니다.
국제법률정보, 해외법인설립, 국제계약 검토, 해외기업 인수합병, 현지법인 운영대행, 번역통역 등과 같은 해외진출 지원이 필요하신 분들의 많은 문의 바랍니다. (참고. http://www.ilri.co.kr/establishment.htm )
본원의 업무사례를 볼 때 전화보다 이메일 상담이 더 효과적이어서 이메일 info@ilri.co.kr 로 무료상담해 드리고 있으며, 전화상담은 유료이니 꼭 참고해 주세요.
국제법률연구원 International Legal Research Institute - Korea.
Tel. [+82] (0)10-5295-0621, (0)2-557-3476 Fax. (0)303-0080-7001
Website. www.ilri.co.kr Email. info@ilri.co.kr
아래에 체코 현지의 회사설립(법인설립)과 비자 취득을 위한 정보와 주의사항을 안내합니다.
1. Minimum capital for incorporate a company (Co. Ltd. LL.C. LL.P)
First of all we would like to inform you that there are generally four types of commercial
companies (legal entities) which may be established by a foreign investor:
• Limited liability company (in Czech: “společnost s ručením omezeným”), which is a closely
held company. The participation (ownership interest) of a shareholder of a limited liability
company is not incorporated in tangible shares but is based on the shareholder’s inclusion
in the company’s Memorandum of Association, shareholder list and registration in the 2
Commercial Register. The limited liability company is the most usual form of legal entity
established by foreign investors (corporate structure quite flexible, low amount of the
registered capital, establishment by a sole founder possible). The minimal amount of the
registered capital amounts to CZK 200,000 (approximately USD 9,300);
• Joint stock company (in Czech: “akciová společnost”), the participation (shares) of a
shareholder of a joint stock company is incorporated in shares. In comparison with a
limited liability company the corporate structure and regulation of a joint stock company is
more complex, therefore, its incorporation and operation more administratively demanding
and costly. The minimal amount of the registered capital amounts to CZK 2,000,000
(approximately USD 93,000) and in case of establishment by a public offering CZK
20,000,000 (approximately USD 930,000);
• Limited liability partnership (in Czech “komanditní společnost”), this company has two
types of partners – limited partner (their liability for financial obligations of the company is
limited by their contributions into the company) and general partners who are liable for the
company’s obligations without any limitation. The law prescribes solely the minimal
amount of contribution of the limited partner – CZK 5,000 (approximately USD 240), i.e.
the amount of registered capital is not stipulated and the general partner does need to
provide any capital contribution;
• General partnership (in Czech “veřejná obchodní společnost”), the partners of this
company are liable for the company’s obligations without any limitation. Registered capital
and capital contributions are not required for this corporate form.
For the sake of completeness we would like to inform you that a foreign company may
establish a branch office, which would allow it to perform business activities in the territory of
the Czech Republic. Such a branch office, however, is not a legal entity but a business unit of
the foreign company.
2. Required documents (for establishment of a new company)
The documentary requirements for setting up a Czech legal entity (“NewCo”) are relatively
extensive and differ for each type of company. Founding shareholder(s) wishing to set up a
NewCo must file an application, with supporting documentation, requesting registration of the
company in the Commercial Register.
The supporting documentation includes, in particular, a Memorandum of Association,
company’s trade licenses, lease contract or proof of title for premises of the company’s
registered seat, clean criminal history record of the director(s), notarised copies of the
founding shareholders’ constitutional documents (extract from the commercial register), proof
of payment of requisite capital contributions. In our experience, collecting all necessary
documents takes 3 – 8 weeks.
In the process of the establishment of a NewCo, the founder (a Korean legal entity) should
provide us primarily with the following documents:
• extract from the Korean corporate register (or other similar document(s)) evidencing the
incorporation of the founder(s) and the authority of the persons acting on behalf of the
founder;
3
• persons acting of behalf of the NewCo (its future directors): extracts from the criminal
register maintained by the country of origin and other country in which he/she has been
domiciled for more than 3 months during last 3 years, birth certificate, affidavit (will be
prepared by our law firm), specimen signature (to be prepared by our law firm), unless
such a person is an EU citizen;
• powers of attorneys for the purpose of establishment of the company and representation
in the respective proceedings and related declarations (to be prepared by our law firm);
• evidence on the payment of contribution to the registered capital of the NewCo and
confirmation of the administrator of capital contributions (to be prepared by our law firm);
Please note that for the purpose of registration of a NewCo in the Commercial Register visa or
long term residency permit is not required.
Please note that official documents issued in South Korea must be, for the purpose of their
use in the Czech Republic, provided with a Hague Apostille. According to the generally
accessible information the following Korean authorities are authorized to provide Hague
Apostille: Ministry of Foreign Affairs and Trade, the Ministry of Justice, and the National Court
Administration.
Based on the provided documents, we arrange for the execution of the Memorandum of
Association (Founder’s Deed), apply for the respective Trade Licenses (i.e. business
authorizations) and file the application for the incorporation of the NewCo in the Commercial
Register.
The NewCo commences to exist legally as of the date of its registration in the Czech
Commercial Register. Correspondingly, the NewCo may not in principle carry on business
activities until its registration in the Commercial Register.
As requested please find attached sample copy of Certificate of Incorporation (extract from the
Commercial Register) of one of our clients.
3. Visa information for L-1, L-2 (long-term business resident permit) including required
documents
Generally, there are two main types of residence permits for the stay in the Czech Republic
relevant for the above purposes:
• residence visa for stay over 90 days – it entitles for residence for a period longer than
three months, however not longer than one year;
• residence visa for stay up to 90 days – it entitles for residence for a period stated in the
visa, but it shall not exceed 90 days.
Time period of the application process varies depending on the type of visa from 3 weeks to 6
months.
Documents to be submitted together with the application are primarily the following (assuming
the purpose of stay is performance of a position of a company’s director):
• passport; 4
• documents proving the purpose of applicant’s stay in the Czech Republic (e.g.
performance of business activities as the director – e.g. copy of the Memorandum of
Association);
• proof of sufficient financial means for the time of the stay in the Czech Republic;
• documents proving applicant’s accommodation in CR;
• extract from criminal register of the country of origin (Hague Apostille could be required)
as well as of the Czech Republic;
• up-to-date photograph.
Please note that in case that the person performing the position of a director should act for the
NewCo in daily matters (i.e. not exclusively executive management) a work permit issued by
the competent Czech authority would also be required for the performance of the respective
position. The same applies in case of potential foreign employees of the NewCo (in such a
case the number/type of the documents to be provided will differ).
4. Processing time. How many days does it take to receive Certificate of Incorporation,
business authorizations (i.e. Trade Licenses) and visa
4.1 Certificate of Incorporation
Should all the required documents be available, the incorporation of the company by the
competent court should be completed within 5 business days of filing the application.
However, the application for the registration of the NewCo in the Commercial Register may be
filed only after necessary documents were duly provided, Memorandum of Association was
executed and relevant Trade Licenses (i.e. business authorizations) were issued by the
competent Trade License Authority.
Correspondingly, based on our experience, the process of establishment of a NewCo usually
takes from 1 to 3 months.
4.2 Business Authorization
Trade licenses required under Czech law for the performance of business activities are
generally issued between 15 days, depending on the type of the planned business (trade
license).
In case of a NewCo involved solely in sale and purchase of products (save for specifically
regulated products), a simple trading license should be sufficient and, therefore, the
respective application process could be relatively straightforward. In case of qualified trades
and concessions further conditions must be met (primarily appointment of a so-called Trade
License Holder).
4.3 Visa
As already mentioned in Section 3 above time period of the application process varies
depending on the type of visa from 3 weeks to 6 months. For cost and time efficiency reasons,
we normally handle visa / immigration matters through a specialized firm.
5. Retainer fee and other expenses, include corporate kit
Fees for incorporation of a Czech limited liability company are CZK 65,000 (approximately
USD 3,000).
Fees for the incorporation of a Czech joint stock company are CZK 95,000 (approximately
USD 4,500).
The above quoted fees include preparation of standard incorporation documents (company
established by one or two shareholders), court and notarial fees. Arranging of trade licences is
not included, since the cost depends on the scope of the trading activities of NewCo. Also, the
fees quoted do not include registered capital which is to be paid up by the founders
(shareholders).
Since we assume that your client is primarily interested in establishment of a limited liability
company or a joint stock company we do not specifically refer to a limited liability partnership
or general partnership. However, our fees and related expenses regarding the establishment
of these companies would be similar to those in case of a limited liability company.
With respect to the representation in the application process for issuance of a visa, the fees of
a specialized firm cooperating with our offices should generally not exceed CZK 3,500
(approximately USD 160).
With respect to the fees for further legal advisory we would be happy to provide you with our
quote as soon as we have more information about the scope of our potential involvement.
However, we generally provide our services based on an agreed hourly rate unless our client
require otherwise.
We hope that you will find this information useful. Should you have any questions or comments,
please do not hesitate to contact us.
Please, note that this memorandum does not represent a legal
analysis and is intended for initial information only.
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