Liquidating an Inactive Czech Company in 2026: Procedure and Tax Risks

The liquidation of an inactive company is a complex legal process that requires a precise procedure and full compliance with tax obligations under Czech law. If your company is not conducting business and you want to close it, you must take into account the risk of penalties if the process is handled incorrectly. We will show you how liquidation works under the 2026 legislation in the Czech Republic and where the biggest pitfalls lie.

Quick summary

• Liquidation has a mandatory formal structure: Before liquidation begins, the shareholders must decide to dissolve the company with liquidation in the form of a notarial deed, appoint a liquidator, and register the entry into liquidation in the Czech Commercial Register.
• The minimum duration is approx. 4–5 months: Due to notification obligations and the subsequent three-month period for creditors, liquidation cannot be accelerated below this timeframe.
• Errors in the process mean personal liability: The liquidator and, in certain cases, the statutory bodies may be personally liable for breaches of statutory duties under Czech law.
• Tax obligations do not end: Even during liquidation, the company must file proper tax returns and comply with archiving/record-retention obligations, without which it is not possible to obtain consent for deregistration.

What the liquidation of an inactive company means

Liquidation is a statutory process under Czech law through which the assets of a dissolved company and its debts to creditors are settled out of court. Unlike simply ceasing business activities, it is a formal procedure governed by the Czech Civil Code and the Business Corporations Act. The aim is to ensure creditors are satisfied and to distribute the net liquidation balance among the shareholders.

Liquidating such a company is usually simpler than liquidating an active business; however, Czech law does not distinguish between an “active” and an “inactive” company.

The term “inactive company” refers to a company that is registered in the Czech Commercial Register but has not carried out economic activity for a long time, has no employees, and generates zero turnover. It is precisely with inactive companies that non-lawyers mistakenly assume the procedure will be trivial. However, Czech law requires compliance with time limits and formalities, and failure to do so may lead to sanctions.

Decision to dissolve the company

For a company to enter liquidation, a legal act aimed at its dissolution must be adopted. In a limited liability company (s.r.o.), the general meeting decides on dissolution, or all shareholders may decide by agreement. By law, this decision must be made in the form of a notarial deed; otherwise, it is invalid.

If an s.r.o. has multiple shareholders, adoption of the decision requires the consent of at least a two-thirds majority of the votes of all shareholders.

In practice, the shareholders arrange an appointment with a notary who prepares a deed specifying the date of the company’s dissolution and entry into liquidation. The decision to dissolve may be reversed only until the distribution of the liquidation balance has begun.

Once the assets have been distributed, there is no way back.

Mgr. Petr Valent, LL.M.

associate, partner

• valent@arws.cz

Mgr. Pavel Čech

associate

• pavel.cech@arws.cz

Related questions on liquidation:

1. Must the reason for dissolution be stated in the notarial deed?
Czech law does not strictly require the reason to be stated. It is sufficient to clearly state that the company is being dissolved with liquidation.

2. When does liquidation begin?
Liquidation begins on the day stated in the notarial deed as the day of the company’s dissolution, or on the day of the decision if it does not provide otherwise.

3. What if a shareholder disagrees?
A qualified majority under Czech law and the articles of association is sufficient. A minority shareholder must comply with the general meeting’s decision unless there has been a breach of law. In complex cases, we recommend consulting the legal team at ARROWS advokátní kancelář.

Appointment of a liquidator

At the same time as the decision to dissolve the company, it is necessary to appoint a liquidator. The liquidator may be a managing director, a shareholder, or a third party who agrees to perform the role. The condition is that the person has legal capacity and is of good character within the meaning of the Czech Trade Licensing Act.

The liquidator acts on behalf of the company with the suffix “v likvidaci” (“in liquidation”) and is responsible for the proper conduct of the process, exercising due managerial care as required under Czech legislation.

Upon taking office, the liquidator assumes the powers of the statutory body, but only to the extent necessary to carry out the liquidation. If the liquidator breaches their duties and causes damage, they are liable with all their assets. The liquidator’s remuneration is determined by the body that appointed them.

Related questions on the role of the liquidator:

1. Can a legal entity be a liquidator?
Yes, a legal entity may also be appointed as liquidator. However, it must designate a natural person who will perform the role on behalf of the legal entity.

2. How long does the liquidator’s term last?
The term lasts for the entire duration of the liquidation until the company is deregistered from the Czech Commercial Register.

3. Who supervises the liquidator?
The liquidator is subject to the shareholders’ supervision. Creditors have the right to inspect the accounting records if they demonstrate a legal interest and concern about the satisfaction of their claims.

Registration of liquidation in the Czech Commercial Register

The liquidator or the notary must, without undue delay, file an application to register the entry into liquidation in the Czech Commercial Register. From the moment of registration, the company uses its business name with the suffix “v likvidaci” (“in liquidation”). This registration has declaratory effects vis-à-vis third parties and serves as a signal to creditors and public authorities in the Czech Republic.

The Czech Commercial Register records the date of entry into liquidation, the liquidator’s details, and the manner in which the liquidator acts.

The liquidator is also obliged to notify all known creditors of the entry into liquidation and to inform the relevant authorities. Within 30 days of entry into liquidation, it is also necessary to file a proper tax return for the part of the tax period preceding the entry into liquidation.

Related questions on the Czech Commercial Register:

1. Who files the application for registration?
The application is filed by the liquidator. However, the fastest and most cost-effective route is a direct registration by a notary immediately after the dissolution decision is executed.

2. What are the fees?
The court fee for registering changes in the Czech Commercial Register is CZK 2,000; in the case of direct registration by a notary, the fee is lower (according to the notarial tariff).

3. Tax obligations upon entry?
The company must prepare extraordinary financial statements as of the day preceding the entry into liquidation and file a corporate income tax return.

Notice to creditors and statutory time limits

A key stage of liquidation under Czech law is the mandatory publication of the company’s entry into liquidation and a call for creditors to file their claims. This notice must be published in the Commercial Bulletin (Obchodní věstník) at least twice in succession, with a time gap of at least two weeks. Alternatively, the first notice may be published in the Commercial Register, which can help reduce liquidation costs.

In the notice, the liquidator calls on creditors to file their claims within a time limit that must not be shorter than 3 months from the second publication.

This is why liquidation takes at least 4–5 months in the Czech Republic. Even if the company has no debts and is effectively dormant, Czech legislation does not allow this period to be shortened. It serves to protect potential creditors of whom the shareholders may not be aware.

At the same time, the liquidator prepares the opening liquidation balance sheet and an inventory of assets.

Realisation of assets and settlement of debts

At this stage, the liquidator realises the company’s assets (sale of inventory and assets, collection of receivables), if the company has any. The proceeds are used to cover liquidation costs and creditors’ claims.

For dormant companies, the assets are often only the balance in a bank account and minor tangible assets.

If the liquidator finds that the company is insolvent under Czech insolvency rules (it has multiple creditors and its liabilities exceed its assets), they must file an insolvency petition without undue delay. The liquidation is thereby interrupted and insolvency proceedings commence.

Related questions on selling assets

1. Does everything have to be sold?
The aim is to obtain funds to pay debts. If there are no debts, the assets may be distributed to shareholders as part of the liquidation surplus, provided this is properly addressed from a tax and accounting perspective under Czech rules.

2. How to proceed with the sale?
The liquidator must act with due managerial care, i.e., sell assets at the usual market price, not below value.

Tax obligations during liquidation

A company in liquidation remains a taxpayer in the Czech Republic and must meet its obligations towards the state. Key obligations include corporate income tax (CIT), which is filed as of the day preceding entry into liquidation and subsequently during the liquidation process.

Another obligation is withholding tax on the liquidation surplus. If, after paying debts, assets remain to be distributed to shareholders (individuals), this income is subject to 15% withholding tax. The company must remit this tax to the Czech tax authority (financial office) before paying out the distribution.

If the company was a VAT payer, it is necessary to apply for deregistration. The final VAT return must also be settled, including payment of VAT on assets that were not sold.

Tax authority consent and archiving

Before filing the application to deregister the company from the Commercial Register in the Czech Republic, the liquidator must secure two key documents. The first is the tax administrator’s consent to deregistration, which the financial office will issue if the company has no outstanding tax arrears.

The second step is archiving documents under Czech archiving legislation. The liquidator must request the State Regional Archives (Státní oblastní archiv) to select archival records. Only after the confirmation on the archiving arrangements has been issued can the deregistration proceed.

Final report, distribution of the surplus and deregistration

Once the creditor period has expired and taxes and archiving have been resolved, the liquidator prepares the final report on the course of the liquidation. This also includes a proposal for the use of the liquidation surplus and the financial statements as of the liquidation end date. These documents are approved by the shareholders.

Subsequently, the liquidator pays out the shares in the liquidation surplus and, within 30 days of the end of the liquidation, files the application to deregister the company.

All obtained consents and confirmations are attached to the application (from the Commercial Bulletin, the financial office, and the archives). Upon deregistration from the register, the company legally ceases to exist.

Alternatives to liquidation

If the company is dormant but debt-free, other options may also be considered in the Czech Republic, although they are less common:

• Sale of the company (shell company): If the company has a clean history and VAT registration, it may have market value for investors who do not want to incorporate a new company.
• Merger by absorption: If you have another active company, you can merge the dormant company into the active one. The dormant company will cease to exist without liquidation and all assets will transfer to the successor company.

How long liquidation takes in practice

Realistic time estimates for 2026 are as follows:

• Fastest possible option : approx. 5–6 months (includes preparation, Commercial Bulletin publication, the 3-month period, tax authority consent and deregistration).
• Standard liquidation of a dormant s.r.o.: 6–9 months.
• Complex liquidation : 12 months or more (asset sales, tax audits).

Risk table – Overall overview

Conclusion

The liquidation of an inactive company may seem straightforward at first glance, but the reality is more complex. The process is strictly formalised under Czech law and requires cooperation with notaries, courts, tax administrators and archives in the Czech Republic. If handled unprofessionally, the entire process may be prolonged and you may incur unnecessary costs or sanctions.

ARROWS, a Prague-based law firm, handles liquidations on a daily basis and has experience across the full spectrum of situations.

We know how to prevent mistakes, how to communicate with the authorities, and how to ensure that the liquidation proceeds smoothly and without unnecessary delays. If you would like assistance with liquidation, contact us at office@arws.cz – we will be happy to analyse your situation and propose an effective solution.

FAQ – Most common legal questions about liquidation

1. How much does liquidation cost?
Total costs consist of the notary’s fee, fees for publication in the Commercial Bulletin (Obchodní věstník), the court fee for registration, and the costs of legal and accounting services. For a simple inactive Czech limited liability company (s.r.o.), the total costs usually amount to tens of thousands of Czech crowns. For a specific calculation, contact us at office@arws.cz.

2. Can I be the liquidator of my own company?
Yes, a shareholder or managing director may act as the liquidator. However, they must meet the integrity requirements and bear full statutory liability for the course of the liquidation under Czech legislation. Given the administrative burden and risks, we often recommend professional legal guidance.

3. What happens if, during liquidation, I find out that the company is over-indebted?
The liquidator has a statutory duty to file an insolvency petition without undue delay after becoming aware of the company’s insolvency. The liquidation is replaced by insolvency proceedings in the Czech Republic. Failure to comply with this duty gives rise to the liquidator’s personal liability for damages.

4. What about the company’s documents after liquidation?
The liquidator must ensure the storage of documents in accordance with Czech archiving legislation. The documents must go through the so-called records disposal procedure (skartační řízení) with the State Regional Archives (Státní oblastní archiv). Documents of permanent value are taken over by the archive; the rest must be stored for the statutory period with a secure custodian.

5. Can I cancel the liquidation if I change my mind?
Yes, the decision to dissolve the company with liquidation may be revoked until the distribution of the liquidation balance has begun.

6. How long does it take for the company to be removed from the register?
For an uncomplicated inactive company, you should expect at least 5 to 6 months. It cannot be completed faster due to statutory time limits under Czech law (especially those protecting creditors).

“Notice: The information contained in this article is of a general informational nature only and is intended for basic guidance on the topic. Although we take maximum care to ensure accuracy, 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 advokátní kancelář directly (office@arws.cz). We accept no liability for any damages or complications arising from the independent use of the information in this article without our prior individual legal consultation and professional assessment. Each case requires a tailored solution, so please do not hesitate to contact us.”

Read also:

• How to Deregister a Dormant Company in the Czech Republic:
• Company Closure vs. Liquidation: What’s the Difference?:
• How Foreign Owners Can Close a Czech Company:
• Tax Implications of Closing a Company in the Czech Republic:
• How to Close a Company in the Czech Republic (or EU company):