How to set up an SPV and what documents do you need?

Within the article, available here, you could read what an SPV company is and what its purpose is. We will now outline how you should go about setting up an SPV and what documents you will need to do so.

Author of the article: ARROWS (JUDr. Jakub Dohnal, Ph.D., LL.M., Mgr. Alice Dajčarová, LL.M., MSc., office@arws.cz, +420 245 007 740)

In what form to establish an SPV and why?

As we have already stated in the above-quoted article, the most common form of SPV company is a limited liability company. This is mainly due to the simpler and cheaper method of incorporation compared to, for example, a public limited company. The procedure below is thus applicable to the establishment of a limited liability company, which will have a single founder (usually another company).

Stages in the formation of an SPV

The whole process can be simplistically divided into five phases:

1. incorporation of the company
2. obtaining a trade licence,
3. setting up a bank account and meeting the deposit requirement,
4. registration of the company in the commercial register,
5. application for registration with the tax office.

What documents will you need?

Each of the stages described above requires specific documents that you will need in order for the intended formation of the SPV company to finally take place. As part of the company formation phase, you will need the following documents:

1. A power of attorney from the incorporating company authorising a specific person to form the company,
2. an extract from the commercial register of the incorporating company,
3. the memorandum of association (or articles of association),
4. a declaration by the managing director of the SPV company.

As part of the incorporation of the company, you will also have to take into account costs, both for the verification of signatures on the documents for which this is necessary and for the notary's fee for the drafting of the deed of incorporation.

Don't forget the trade licence!

The second stage is to obtain a trade licence for the business activity that your SPV company will carry out. To obtain a trade licence you will need the following documents:

1. a completed Uniform Registration Form, which is available on the website of the Ministry of Industry and Trade here,
2. a copy of the articles of incorporation of the SPV company,
3. a declaration by the responsible representative (with a certified signature),
4. proof of professional competence of the responsible representative (if applicable),
5. proof of the legal basis for the use of the property in which the registered office is located.

Bank account and shareholders' deposit obligation

The third stage then involves the establishment of a bank account and the fulfilment of the deposit obligation of the SPV company's shareholders. For this you will need the following documents:

1. the agreement on the establishment of the account,
2. a certificate of deposit into the account (issued by the bank),
3. a statement from the deposit manager.

Finally, the registration in the Commercial Register

Once the above has been completed, you can finally proceed to the fourth stage, which is the registration of the company in the Commercial Register. The application for registration is submitted to the locally competent registry court, and in addition to the application for registration itself with certified signatures, you must provide the following documents:

1. a declaration by the company's managing director of the full address of the registered office,
2. the consent of the owner of the real estate for the location of the registered office (with officially certified signature),
3. an extract from the Trade Register,
4. the certificate of incorporation.

By entering the company in the Commercial Register you have achieved the establishment of the company. At this point, do not forget about the last matter required by law, which is the filing of an application for registration with the tax office. The registration form for legal entities is available on the website of the Ministry of Industry and Trade here.

Conclusion

Once you have successfully completed all the above stages, there should be nothing stopping you from starting your project.

In the list of documents above, you will find the basic documents that are usually required for the incorporation and formation of a company. Of course, the necessary documents may vary more or less from case to case, depending on the specifics of each case (e.g. different organizational structure of the company to be established, different number of founders, different documents for the establishment of a trade license depending on the trade in question, etc.).

If you are not sure what all you need to establish a company, do not hesitate to contact our specialists who will prepare tailor-made documents and help you through the entire process of establishing and forming a company.

Read also:

• What is an SPV company and what is its purpose?