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Winding up - Czech Republic

Updated 02/2011

Legal requirements

Liquidation issues are described in detail in the Commercial Code.

  • Commercial Code čeština
  • General legislation regarding dissolution of a company čeština

Types of dissolution

Voluntary liquidation

A company commences liquidation as of the day of its dissolution. It ceases to exist as a legal entity on the day it is removed from the              Commercial Register. Before a company can be removed from the Commercial Register, it is usually necessary to go through a special winding up process.

  • Voluntary liquidation čeština

Voluntary dissolution of a company is based on a decision of the company's partners. It can be withdrawn up until the moment of completing the liquidation.

Another case of dissolving a company without liquidation is when a bankruptcy petition is denied due to lack of assets.

Enforced dissolution

Enforced dissolution is decided on by a court at the instigation of a state authority or persons professing a legal interest.

Before deciding on dissolution of the company the court stipulates a time period, in which the company has a chance to eliminate the reason for which the dissolution was proposed (where elimination is possible).

  • Enforced dissolution čeština

When filing for bankruptcy is the only option left for a business owner, it pays to cut losses, initiate proceedings sooner rather than later, and move on to a new business project.

Administrative procedures

Single point of contact

 Single points of contact   (SPC) have been set up in selected trade licensing offices. The electronic single point of contact is the Official portal for business and export, BusinessInfo.cz.

Deregistration

With the dissolution of a company it is necessary to remove it from the Commercial Register, remove the company from social insurance and cancel the tax registration at the places mentioned below.

 Dissolution processes may differ slightly depending on the company types. The following links inform about the specific steps that you need to take :

  • Dissolution of a limited liability company čeština
  • Dissolution of a joint stock company čeština
  • Dissolution of a public trading company čeština
  • Dissolution of a limited partnership čeština

Business deregistration

Whatever the company type, you have to deregister your company by submitting a number of documents to the Commercial Register.

  • Deregistering a company čeština
  • E-forms for deregistering your company čeština Online government service

 The fact that the company is in liquidation is recorded into the Commercial Register and the official addendum "company in liquidation" is added.

 The administration of a company at the time of liquidation is carried out by the so called liquidator, who assumes most of the powers of the company's statutory body.

Social security deregistration

Regardless of the type of company, the organisation must be deregistered with the relevant district social security authority, no later than 8 days from the date of its dissolution, on the prescribed form.

  • Social security deregistration msw8 [60 KB] čeština

The organisation must report to the relevant district social security authority a decision to wind up an organisation within 8 days of the delivery (notification) of such a decision.

Cancellation of tax registration

The organisation must cancel its tax registration at the relevant local tax office where it is registered, and this must be done in writing, by post, or in person within 15 days of the date when the facts occurred on which the cancellation is based.

  • Cancellation of registration čeština

Resources

The Commercial Register provides information on a company's status (dissolved or in liquidation). It is a public database updated with all legally required information on business owners.

  • Commercial Register - online access čeština

The following governmental and non-governmental web portals offer further information and useful services on dissolution issues.

Check also the legislation on this topic in:

  • References

    Legal texts

    • Act No 513/1991, the Commercial Code, as amended čeština
    • Act No 125/2008 on the transformation of companies and cooperatives, as amended čeština
    • Act No 582/1991 on the organisation and implementation of social security, as amended čeština
    • Act No 187/2006 on sickness insurance, as amended čeština
    • Act No 280/2009, the Tax Code, as amended čeština
    • Order No 250/2005 on forms for an entry into the Commercial Register, as amended čeština

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Further help

In order to minimise the risks related to the dissolution of a company and comply with legal requirements on issues such as the protection of creditors, it is advisable to seek the assistance of specialised lawyers.