Changes to a company online

The most frequent changes in a company include a change of the registered office, company name, managing director or expansion or contraction of the subject of business. These changes are usually decided by the general meeting or the shareholder and if such a change leads to a modification of the articles of association (or the articles of incorporation), remember that a notarial deed must be obtained.

When the company’s governing body decides on the change, you have to file a petition for its registration in the commercial register with the competent court, just as you did when the company was founded. A notary public can do the same for you. Some changes, such as a change of the company’s registered office, also require notification to the trade and tax authorities.

Instead of tediously completing the steps yourself, you can leave it to the professionals. At Virtuanum, we can handle any change for you within a week.

Just fill out the basic form and verify 1 signature at the post office. You can leave everything else to us. You will save dozens of hours of time and you won’t have to deal with officials.

According to the law, each company has only one registered office, but you can choose whether it will be physical or virtual. In any case, you cannot exist as a legal entity without a registered office.

If you move your registered office to another city within the Czech Republic, for example, you need the consent of all partners and you also need to change the incorporation document. You should therefore take into account obtaining a notarial deed. If it is only a change of address in one municipality, the managing director as the statutory body can decide on this step without the need to have a notarial deed.

After the decision has been made, the managing director must first submit a proposal for registration of the change in the Commercial Register and, together with this, submit other necessary documents such as the decision of the shareholders (or the minutes of the general meeting), consent to the provision of a registered office, the full text of the constituent document and an extract from the Land Registry.

The court should then decide on the change within 5 days of receiving the petition. Once the court has decided on the change of registered office, you then have 15 days to inform the other relevant authorities. You must contact:

As part of the change, make sure that the new location meets all legal obligations, especially the company’s signage on the building.

You can change the company name whenever you see fit. However, as this is a crucial step, it is important not to underestimate it and therefore think carefully about the renaming. Of course, changing the name of the company also leads to a modification of the articles of incorporation, so in this case a resolution of all the shareholders and a notarial deed are necessary.

The basic conditions that arise from the law are that the name must not be misleading, defamatory or offensive. Importantly, it must not be confused with the name of an existing company, so don’t hesitate to do your research carefully to avoid any disputes in the future. 

You can use our online verifier to check for conflicts with existing company names.

Similar to a change of registered office, you must submit a proposal for registration of the change in the Commercial Register after the decision. Once the court confirms the change, the only thing left to do is to report the change to your business partners and other entities (banks, insurance companies, etc.), or to make further adjustments to invoices, stamps, etc.

The managing director is the statutory body of the company and several reasons may lead to his change, ranging from his own resignation, the end of the term for which he was to hold the position, to dissatisfaction of other members of the company with his work. In any case, such a change must be decided by the general meeting and if the company has only one shareholder, then the decision is of course up to him.

If the articles of association do not provide for this, then in this case it is not necessary to make a decision in the form of a notarial deed. An exception may be a situation where the number of managing directors of the company changes, in which case notarial entry is a condition.

Once a new managing director has been appointed, this change must also be entered in the Commercial Register.

Since the subject of the business is an essential part of the articles of association and any changes also lead to the modification of this document, it is necessary to take a decision in the form of a notarial deed. In this case, the changes are decided by all the shareholders and at least ⅔ of the shareholders must agree to the adoption – unless the contract stipulates a different condition.

Once the change has been accepted, the company must draw up a new full version of the articles of association and, where appropriate, apply for the relevant trade licences (if the business is being expanded).

Once all the formalities have been fulfilled, it is traditionally necessary to file a petition for registration of the changes in the Commercial Register.

According to Act on Business Corporations each shareholder can transfer his share in the company to another shareholder. However, the articles of association may condition such an act on the consent of one of the company’s bodies (e.g. the general meeting). Similarly, shareholders may transfer their shares to a third party. However, the consent of the general meeting is required for such a move, unless the articles of association provide otherwise.

If we are talking about “voluntary” liquidation of a limited liability company, then it is necessary that the general meeting decides on this step. As in the case of, for example, the expansion or reduction of the scope of business, this decision must be taken by at least a ⅔ majority of votes or by agreement of all the shareholders. If the company has only one shareholder, then the decision is his/her personal decision. In any case, the decision and the agreement must be in the form of a notarial deed.

The decision on liquidation must include the date on which the company is dissolved and who will be its liquidator.

This function may be entrusted to any person who is eligible to be a statutory body (i.e. self-employed, of good character, etc.). The liquidator may also be one of the shareholders. If no liquidator is appointed, the liquidation shall be carried out by the managing director (§ 189 prgh. 2 New Civil Code).

The liquidator’s duties include, among other things, to take an inventory of the assets and prepare the accounts so that the liquidation balance can be accurately determined. Another important task of the liquidator is to publish an invitation to potential creditors (business partners or employees) to submit their claims against the liquidated company. On an ongoing basis, the liquidator must also assess the solvency (assets) of the liquidated company.

The liquidator shall publish a notice of the dissolution of the company and its entry into liquidation in the Commercial Bulletin. At the moment of the distribution of the liquidation balance, a written declaration shall be issued stating that the company’s liabilities have been settled. Within 30 days of the distribution of the balance, a petition must be filed to have the liquidated company removed from the commercial register. Once the change is noted here, the company officially ceases to exist.

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