How to Change a Company’s Registered Office to the Czech Republic

Relocating your company's registered office to the Czech Republic unlocks significant business opportunities within the EU market, but involves complex steps. This article walks you through the exact procedures, documentation, and potential pitfalls, ensuring you move your company to Czech jurisdiction confidently and without costly delays.

Understanding what it means to transfer your registered office to the Czech Republic

When you transfer your company's registered office to the Czech Republic, you are essentially relocating your company's legal seat from your current jurisdiction to Czech territory. This is fundamentally different from simply establishing a branch office, which remains a subsidiary unit of your foreign parent company.

A registered office transfer generally takes the form of a cross-border conversion, meaning your company will become subject to Czech law. Its internal legal affairs will be governed by Czech regulations going forward.

The Czech legal framework distinguishes between two main scenarios. If your company is based in another European Union member state, you benefit from EU-harmonised cross-border conversion rules. These allow you to maintain your legal personality throughout the transfer without your company being dissolved and re-created.

If your company is registered in a country outside the EU, the process is governed by specific provisions of the Czech Act on Transformations. This process has become considerably more accessible since July 2024, when an amendment clarified the rules for transfers involving non-EU jurisdictions.

Many business owners assume that moving a company's registered office is simply an administrative matter. However, the reality in practice is far more nuanced. Your company must comply with requirements in both the jurisdiction it is leaving and the Czech jurisdiction it is entering.

This involves dealing with property rights, managing tax residency changes, and updating multiple regulatory registrations. ARROWS Lawyers handle this agenda daily and understand the procedural details that catch unprepared businesses off guard.

Which companies can transfer their registered office to the Czech Republic?

Not every foreign company qualifies for a registered office transfer to the Czech Republic. Understanding these eligibility requirements upfront saves you time and prevents you from pursuing an impossible path.

The Czech Civil Code allows a foreign entity to transfer its registered office to the Czech Republic if such a transfer is permissible under the laws of the country where the company is currently established. Additionally, your company cannot be a "prohibited company"—meaning its purpose cannot be to breach the law.

If your company is currently in liquidation or if insolvency proceedings have been initiated against it, you generally cannot transfer the registered office to Czech territory. The Czech authorities require your company to be in a legally solvent and operationally viable state before accepting the transfer. For EU-based companies, the process is most streamlined. Your company undergoes a cross-border conversion, meaning it transforms into a Czech legal entity while preserving its legal personality, assets, and liabilities.

This means your shareholders remain shareholders in the converted company and creditors' rights remain intact. Existing contracts generally continue to bind the converted entity without interruption due to universal succession.

For companies based outside the EU, the transfer process is also possible provided that the third-country law allows for the conversion. As of July 2024, Czech law provides a clearer framework for these third-country conversions, allowing companies from non-EU jurisdictions to relocate their registered offices to the Czech Republic.

microFAQ – Legal tips on company eligibility for registered office transfer

1. If my company is currently in insolvency proceedings, can I still transfer the registered office to the Czech Republic?
No. Czech law generally prohibits cross-border conversions for companies in liquidation or subject to insolvency proceedings. Your company must have a clean legal status (solvency) in your home jurisdiction before Czech authorities will accept the transfer application.

2. Does my company lose its legal identity when transferring the registered office to the Czech Republic?
Not if you follow the proper conversion procedure. When conducted as a cross-border conversion, your company maintains its legal personality. This is fundamentally different from dissolution and re-incorporation, which would create a new legal entity.

3. What happens to my company's existing contracts and liabilities during the transfer?
They remain binding on your converted company due to the principle of universal succession. Assets, liabilities, and contractual obligations automatically transfer to the Czech entity upon the effective date of the conversion. However, some contracts with specific "change-of-control" clauses may require third-party consent.

The complete step-by-step process for transferring your registered office to the Czech Republic

The transfer process involves parallel procedures in both your home jurisdiction and the Czech Republic. ARROWS Lawyers regularly guide companies through each phase and understand precisely where procedural complications typically arise in practice.

Step one: Preparing your transfer project and obtaining home-country approval

Before filing anything in Czech territory, you must prepare a detailed project of cross-border conversion documenting the decision, rationale, and legal mechanics of the move. This project must specify which Czech legal form your company will adopt—typically a limited liability company ( s.r.o.) or a joint-stock company ( a.s.).

You must obtain formal approval from your company's governing body according to the legal requirements of your home jurisdiction. This approval must be documented and, in mandated cases, notarised.

The transfer project itself must be formally adopted by the appropriate corporate decision-making body. For EU companies, you must follow strict procedural requirements, which include publicising the transfer project in the Commercial Bulletin ( Obchodní věstník ).

You must also notify creditors, employees, and shareholders of the impending transfer. This typically involves a defined notice period to protect stakeholders who might be affected by the change in legal jurisdiction.

Step two: Selecting your Czech legal form and preparing Czech documentation

Once your home jurisdiction has approved the transfer, you must finalize the documents for the Czech legal entity form. The limited liability company ( s.r.o.) is far more common for incoming companies, offering clear liability limitation and operational flexibility.

You must prepare Czech foundational documents (Articles of Association) as required by Czech law. These are adopted as part of the decision on conversion and must be executed as a notarial deed by a qualified Czech notary.

This document must clearly specify the company name, registered office address in the Czech Republic, scope of business activities, and amount of registered capital. The registered office address requirement deserves particular attention. Your address must be a physical, verifiable location where your company's legal seat will be established. You must obtain written consent from the property owner confirming their agreement to the use of those premises as your registered office.

This consent must include the notarised signature of the owner and must not be older than three months at the time of filing. If your chosen address is disputed or insufficiently documented, the Commercial Register will reject your application entirely. ARROWS Lawyers can guide you through securing appropriate premises documentation.

microFAQ – Legal tips on Czech documentation and premises requirements

1. Can I use a virtual office address or care-of address as my registered office in the Czech Republic?
Czech law requires a genuine address where official communication can be delivered. While "virtual offices" are legally permissible if they provide actual reception of correspondence and contact with the company, purely fictitious addresses are prohibited.

2. Must my Articles of Association list my specific business scope, or can I use broad language?
Czech law and the Commercial Register require a specific description of your business scope or subject of activity. Vague language may be rejected by Czech courts or the Trade Licensing Office. Your legal founding documents must clearly define your intended activities.

3. Do I need to involve a Czech notary, or can I prepare documents myself?
You must involve a Czech notary to execute the decision on cross-border conversion and the new Articles of Association. These must take the form of a public deed (notarial deed). Self-prepared private documents will not be accepted for these core structural changes.

Obtaining required licenses and trade authorisation

Before your company can legally conduct business in the Czech Republic, you must obtain a trade license ( živnostenské oprávnění ) from the Czech Trade Licensing Office. This requirement applies to virtually all business activities in the Czech Republic.

The Trade Licensing Office processes applications according to the legal category of your intended activities. However, certain activities requiring concessions can take longer due to the need for expert opinions from other state authorities.

For a cross-border conversion, the trade license is typically issued to be effective as of the date of the conversion's registration in the Commercial Register. Your application must accurately specify the location of your business activities, which should correspond with your registered office address.

The Commercial Register application and registration process

The formal transfer becomes legally effective only upon registration in the Czech Commercial Register. This is the decisive moment—before registration, your company remains subject to the law of your current jurisdiction.

Your application to the Commercial Register must include comprehensive documentation. This includes the project of conversion, the notarised decision approving the conversion, and proof of the property owner's consent.

You must also provide a certificate from your home country's registry confirming that all conditions for the transfer have been met. The Commercial Register court is obligated to process the registration within statutory deadlines.

In practice, courts typically process complete applications quickly, though incomplete applications trigger requests for supplemental documentation. Once your company is registered in the Czech Commercial Register, it officially exists as a Czech legal entity.

Critical tax and financial registration obligations

Upon registration in the Czech Commercial Register, your company must immediately register with the Czech Tax Authority for corporate income tax (CIT) purposes. This registration must be completed within 15 days of your Commercial Register registration date.

Separately, you must evaluate whether your company qualifies for value-added tax (VAT) registration. If your annual turnover exceeds the threshold of CZK 2,000,000 over 12 consecutive calendar months, VAT registration is mandatory.

If your turnover falls below this threshold but you engage in specific cross-border transactions, you may become an "Identified Person" regardless of turnover. Late VAT registration results in severe penalties.

Additionally, you must register your beneficial owners (UBOs) in the Czech Register of Beneficial Owners without undue delay after the conversion. If your company does not register its beneficial owners, the company cannot distribute profits.

Your company's tax residence is now established in the Czech Republic. This means you are subject to Czech taxation on worldwide corporate income at the standard corporate income tax rate of 21 percent.

microFAQ – Legal tips on tax obligations and financial registrations

1. My company has subsidiaries in other EU countries. When I move the registered office to the Czech Republic, does this affect those subsidiaries' tax status?
Not directly. Your subsidiaries retain their own separate tax residency based on their own registered office locations or place of management. However, your Czech parent company must file consolidated group tax returns if applicable.

2. If I transfer my registered office to the Czech Republic but continue to maintain a real place of management in my home country, which country taxes my company's profits?
This is a complex area determined by the tax treaty between the Czech Republic and your home country. If management decisions continue to occur in your home country, your home country's tax authorities may assert that you remain tax-resident there effectively. ARROWS Law Firm regularly handles cases involving tax residency disputes.

3. What is the deadline for filing my first corporate income tax return after registering in the Czech Republic?
Generally, corporate income tax returns are due within three months of the end of your tax year, or within six months if filed by a registered tax advisor. Even if your company generated no income, you generally must file a return.

Risks and sanctions: What happens if you fail to complete procedures correctly

Risks and Sanctions	How ARROWS helps (office@arws.cz)
Rejection of Commercial Register application: Incomplete documentation, unverified property consent, or missing pre-conversion certificates result in application rejection and significant processing delays.	Document preparation and verification: ARROWS Lawyers prepare all required documentation, verify property consents, and ensure notarised documents meet all formal requirements.
Late trade license or missing concession: Commencing business operations without a valid trade license or required concession results in substantial fines and prohibition of business activities.	Trade licensing coordination: ARROWS Law Firm manages Trade Licensing Office applications and coordinates timing with Commercial Register filings to ensure continuity.
Failure to register for corporate income tax within 15 days: Missed CIT registration deadline results in penalties and potential scrutiny from the Tax Administrator.	Tax authority liaison and registration: ARROWS Lawyers file all tax registration documents within required deadlines and coordinate with Czech Tax Authority offices.
Non-registration of beneficial owners: Failure to register UBOs prevents profit distribution and blocks shareholder voting rights, effectively paralyzing the company's governance.	UBO registration and compliance: ARROWS Law Firm files beneficial owner registrations promptly to ensure your company retains full operational capacity.
Property consent expires or becomes invalid: If your property owner consent expires (older than 3 months) or lacks proper notarisation, your Commercial Register application will be rejected.	Ongoing premises verification: ARROWS Lawyers verify that property consent documents remain valid and compliant with the strict requirements of the Registry Act.
Tax residency challenges: Your home country's tax administration may challenge your change of tax residency, resulting in double taxation exposure.	Cross-border tax advisory: ARROWS Law Firm provides expert analysis of tax treaty provisions and defends your Czech tax residency position if challenged.

Transferring assets, real estate, and contracts to your Czech entity

When your registered office transfer is completed via a cross-border conversion, your company's assets and liabilities transfer automatically by operation of law. This means your property, equipment, inventory, and contract rights belong to the converted Czech entity without requiring separate assignment contracts.

Real estate owned by your company and registered in the Czech Cadastral Register must be updated to reflect the company's new legal form and address. While the ownership continuity is preserved legally, the records in the Cadastre must be updated to allow you to dispose of the property in the future.

Contracts generally continue. However, many commercial contracts include change-of-control or assignment clauses. While a conversion is not strictly an assignment, some clauses are drafted broadly enough to be triggered by a cross-border conversion. ARROWS Law Firm reviews your key contracts to identify these risks.

Bank accounts generally do not "transfer" in the technical sense. While the legal owner remains the same, banks often require significant KYC (Know Your Customer) updates or may require closing old accounts and opening new ones.

Understanding EU cross-border conversion framework vs. third-country transfers

If your company is established in another EU member state, you benefit from harmonised rules that guarantee the continuity of legal personality. This framework is robust and predictable.

If your company is based outside the EU, the transfer mechanism relies on the amended Czech Act on Transformations. Under these rules, a third-country company can convert into a Czech company if the third country's law permits such a conversion.

The international dimension of these transfers is precisely where expertise becomes invaluable. ARROWS Lawyers combine deep knowledge of Czech legal requirements with extensive experience handling cross-border transfers for foreign companies.

Critical practical considerations often overlooked

The registered office transfer process appears straightforward on paper, but multiple hidden procedural details create complications in real-world situations. One common oversight involves the timing coordination between obtaining your trade license and filing your Commercial Register application. The trade license must be aligned with the new legal form and address effective upon conversion.

Another frequent problem involves beneficial owner identification. Czech law requires transparency regarding ultimate beneficial owners. If your ownership structure involves complex offshore trusts or nominees, complying with the Czech Act on Registration of Beneficial Owners can be difficult. ARROWS Lawyers assist foreign companies with mapping and documenting their UBO structures to satisfy Czech strict liability rules.

Additionally, you must consider what happens to your company's existing regulatory permits in your home jurisdiction. These typically do not automatically translate into valid Czech permits. You will likely need to apply for new licenses from Czech regulatory authorities parallel to the corporate conversion process.

Executive summary for management

Registered office transfer to the Czech Republic is feasible for both EU and eligible non-EU companies. However, success requires precise coordination of home-country approvals, Czech notarial deeds, trade licensing, Commercial Register filing, and tax registration.

The greatest practical risks involve property consent documentation flaws and failure to register for CIT within the mandatory 15-day deadline. Each of these creates concrete operational and financial consequences. Asset transfers are legally automatic (universal succession), but administrative updates are mandatory. Czech real estate records must be updated to facilitate future disposal, and banks will require extensive KYC updates.

International cross-border transfers involve simultaneous compliance with two legal jurisdictions. The interplay of Czech law, your home jurisdiction's law, and applicable tax treaties creates substantive legal risks.

Attempting to manage this process without specialist legal guidance creates substantial risk of rejected applications and penalties. Engaging ARROWS Law Firm ensures a coordinated, professionally managed transition.

Conclusion

Transferring your company's registered office to the Czech Republic opens significant business opportunities within the European Union, but the legal and administrative process is complex. Your company must navigate requirements in multiple jurisdictions and coordinate timing between trade licensing and Commercial Register procedures.

The process differs depending on whether your company is EU-based or based in a third country. The latter is governed by the recently updated provisions of the Act on Transformations (July 2024).

ARROWS Lawyers have guided numerous foreign companies through registered office transfers to the Czech Republic. ARROWS Law Firm handles all aspects of this process: preparation and notarisation of Czech foundational documents, trade licensing coordination, Commercial Register application filing, tax authority registration, and beneficial owner registry compliance.

If you are considering transferring your company's registered office to the Czech Republic, do not navigate this process alone. Contact ARROWS Lawyers at office@arws.cz to discuss your company's situation and receive expert guidance.

FAQ – Frequently asked legal questions about how to change a company's registered office to the Czech Republic

1. How long does the entire registered office transfer process typically take from start to finish?
The timeline varies significantly based on your home jurisdiction, but typically ranges from 4 to 6 months. This includes the mandatory publication periods, preparation of the project of conversion, and home-country approvals. The final registration in the Czech Commercial Register typically takes 5-10 working days once the application is filed with complete documentation.

2. If my company currently operates through a Czech branch office, can I convert that branch into a directly registered Czech company?
No. A branch office is not a separate legal entity. You cannot "convert" a branch into a company directly. However, you can transfer the registered office of your foreign parent company to the Czech Republic (becoming a Czech company and absorbing the branch). ARROWS Law Firm can recommend the optimal structure at office@arws.cz.

3. Will transferring my registered office to the Czech Republic change my company's tax residency?
Yes, generally. Transferring your registered office usually makes the Czech Republic your country of tax residence, subjecting you to Czech taxation on worldwide income. However, if your effective management remains in your original country, dual residency issues may arise depending on the applicable Double Tax Treaty.

4. What happens to my company's employees and employment contracts?
Employment contracts generally continue under the converted entity. However, this is considered a transfer of undertaking (TUPE) in many jurisdictions, requiring information and consultation procedures with employees. You must also register the company as an employer with the Czech Social Security Administration.

5. My company owns real estate. How is this handled?
Real estate located in the Czech Republic remains owned by the company, but you must file a motion to update the owner's data in the Land Registry (Cadastre) to reflect the new legal form and address. Real estate abroad is governed by local laws, which may also require registry updates.

6. Can creditors block the transfer?
Creditors have the right to demand security for their claims if the transfer jeopardizes the recoverability of their receivables. While they typically cannot stop the transfer process itself if security is provided, ignoring creditor protection rules can lead to liability for statutory body members.

Disclaimer: The information contained in this article is for general informational purposes only and serves as a basic guide to the issue. Although we strive for maximum accuracy in the content, legal regulations and their interpretation evolve over time. To verify the current wording of the regulations and their application to your specific situation, it is therefore necessary to contact ARROWS Law Firm directly (office@arws.cz). We accept no responsibility for any damage or complications arising from the independent use of the information in this article without our prior individual legal consultation and expert assessment. Each case requires a tailor-made solution, so please do not hesitate to contact us.