How to liquidate a Czech company. Steplist for liquidation of a Czech company

 
 


 

Liquidation of a Czech company. Dissolution of a limited liability company or a joint-stock company.

 
The ECOVIS Czech law firm provides together with the team of accountants, tax advisors and auditors complex services necessary for liquidation of a Czech company and its deletion from the Czech Commercial Register. The liquidation process requires completion of various mandatory actions, publications and preparation of various formal documents and we can accompany you within this process. The liquidation of a Czech company usually takes at least 4 months due to mandatory deadlines.
 
The following steplist presents the procedure of liquidation for a Czech company – limited liability company or joint-stock company.
 

1. Notarial Deed – decision of the Czech Company’s shareholder on the dissolving of the Czech Company | Appointment of the Czech liquidator | Approving of the Czech liquidator’s remuneration

• Power of Attorney from the sole shareholder/shareholders (draft will be prepared by ECOVIS Czech) notarized signature, authorized translation into Czech
• Decision of the sole shareholder on the dissolving of the Czech Company (can be made by us, based on a power of attorney)
 

2. Registration of liquidation and Czech liquidator with the Czech Commercial Register

• Motion for registration of the Czech liquidator into the Czech Commercial Register and for entering into liquidation process
• Procedural PoA from Czech liquidator for registration proceeding (draft will be prepared by ECOVIS Czech)
• Liquidator’s affidavit incl. specimen (draft will be prepared by ECOVIS Czech)
• Notarized signatures, authorized translation into Czech (draft will be prepared by ECOVIS Czech)
 

3. Application to the Czech Financial Authority for the deregistration of the payer of VAT, Road Tax if applicable etc.

• To be filed by the Czech liquidator or company’s accountant (accountant/ECOVIS Czech)
 

4. Announcement to the Health insurance companies that s.r.o./a.s. is in liquidation + deregistration of employees if applicable

• To be filed by the Czech liquidator (accountant/ECOVIS)
 

5. Announcement to the Czech Social Security Office that the Czech Company is in liquidation + deregistration of employees if applicable

• To be filed by the Czech liquidator (accountant/ECOVIS)
 

6. Preparation of Financial Statements as at the date immediately preceding the date of entering into liquidation process.

• To be prepared by the Czech liquidator or company’s accountant (accountant/ECOVIS)
 

7. Starting balance sheet (“zahajovací rozvaha”) and the list of assets as at the date of entering into liquidation process.

• To be prepared by the Czech liquidator or company’s accountant (accountant/ECOVIS)
 

8. Income tax return submission to the Czech Financial Authority – as of the day preceding the date of entering into the liquidation process.

• To be filed by the Czech liquidator or company’s accountant (accountant/ECOVIS)
 

9. Direct notification of all known creditors + notification of all creditors on the liquidation in the Czech Commercial Gazette (“Obchodní věstník“) – twice with 2 weeks interval (creditors have at least 3 months from the last notice to raise their claims)

• Application to the Commercial Gazette (draft will be prepared by ECOVIS Czech on behalf of the Czech liquidator based on PoA)
 

10. Negotiations with the Czech State Record (Archive) Office the filing of all Czech Company’s documents, if applicable

• To be done by Czech liquidator (draft will be prepared by ECOVIS Czech on behalf of the Czech liquidator based on PoA)
 

11. Termination of all business contracts/sale of assets/collection of receivables/payment of all debts

• To be done by Czech liquidator (draft will be prepared by ECOVIS Czech on behalf of the Czech liquidator based on PoA)
 

12. Preparation of Liquidators Report (“Zpráva o likvidaci“) and proposal on distribution of the liquidation residue

• To be prepared by the Czech liquidator (draft will be prepared by ECOVIS Czech on behalf of the Czech liquidator based on PoA)
 

13. Preparation of Financial Statements as at the date of preparation of the Liquidator’s Report and the Starting balance sheet (“zahajovací rozvaha”) as of the day following the day of preparation of the Liquidators Report (“Zpráva o likvidaci“

• To be prepared by the Czech liquidator or company’s accountant (accountant/ECOVIS)
 

14. Shareholders' approval of liquidator's report and distribution of liquidation arrears

• PoA from sole shareholder of the Czech Company (already available, see above) – notarized signature, authorized translation into Czech
• shareholder’s extract from the Commercial Register – authorized translation into Czech
 

15. Distribution of the liquidation arrears. Tax on the capital gains of the Czech Company has to be assessed if applicable; Preparation of the list of shareholders who have received the liquidation arrears

• To be prepared by the Czech liquidator or company’s accountant (accountant)
 

16. Filing an income tax return for the time period of liquidation, payment of the tax

• To be prepared by the Czech liquidator or company’s accountant (accountant/ECOVIS)
 

17. Application for the approval of the Financial Authority with the Czech Company’s deletion from the Commercial Register

• To be prepared by the Czech liquidator or company’s accountant (accountant/ECOVIS)
 

18. Application for the deletion of Czech Companies from the Commercial Register

• Application for deletion of s.r.o./a.s. from the Commercial Register
• Procedural PoA from Czech liquidator for proceeding
• Confirmation issued by the Financial Authority (see Point 17)
• Confirmation that the notices to creditors were duly published (See Point 9)
• Resolution of the shareholder regarding the approval to the distribution of the liquidation residue
• Liquidators Report (see point 12)
• Starting balance sheet prepared by the Czech liquidator or company’s accountant as of the date of entering into the liquidation process
• Financial statements (as of the date of the motion to distribution of the liquidation arrears)
(deletion of the Czech Company from the Commercial Register draft will be prepared by ECOVIS Czech by us base of granted PoA’s)
 

 
For more information, contact us at:

JUDr. Mojmír Ježek, Ph.D.

ECOVIS ježek, advokátní kancelář s.r.o.
Betlémské nám. 6
110 00 Praha 1
e-mail: mojmir.jezek@ecovislegal.cz
www.ecovislegal.cz

About ECOVIS ježek advokátní kancelář s.r.o.
The Czech law office in Prague ECOVIS ježek practices mainly in the area of Czech commercial law, Czech real estate law, representation at Czech courts, administrative bodies and arbitration courts, as well as Czech finance and banking law, and provides full-fledged advice in all areas, making it a suitable alternative for clients of international law offices. The international dimension of the Czech legal services provided is ensured through past experience and through co-operation with leading legal offices in most European countries, the US, and other jurisdictions. The Czech lawyers of the ECOVIS ježek team have many years of experience from leading international law offices and tax companies, in providing legal advice to multinational corporations, large Czech companies, but also to medium-sized companies and individual clients. For more information, go to www.ecovislegal.cz/en.

The information contained on this website is a legal advertisement. Do not consider anything on this website as legal advice and nothing on this website is an advocate-client relationship. Before discussing anything about what you read on these pages, arrange a legal consultation with us. Past results are not a guarantee of future results, and previous results do not indicate or predict future results. Each case is different and must be judged according to its own circumstances.