When you manage a company in the Czech Republic, not every update can be handled by a simple resolution.
Certain corporate changes must be verified by a Czech notary and recorded in a notarial deed (notářský zápis) to be legally valid.
Without this notarised form, the Commercial Register (Obchodní rejstřík) will reject your filing, and the change will have no effect.
Understanding which company changes require a notarial deed helps you plan correctly, meet deadlines, and avoid unnecessary rework or penalties.
What Is a Notarial Deed
A notarial deed is an official legal document prepared by a licensed Czech notary.
It certifies that a company’s decision or contract was made according to law and that all signatories were properly identified.
The notary acts as a neutral legal authority who:
- verifies the authenticity of signatures,
- confirms compliance with Czech corporate law, and
- creates a binding digital record in the national notarial system.
Every notarial deed has full evidentiary power — it cannot be disputed like a regular private document.
Company Changes That Always Require a Notarial Deed
According to Act No. 90/2012 Sb. on Business Corporations and Act No. 304/2013 Sb. on Public Registers, the following modifications must be notarised:
1. Amendments to the Founding Deed or Articles of Association
Any update that changes the legal foundation of your company — such as:
- company name,
- registered office clause,
- business activities,
- structure of the board,
- voting rights, or
- rules for profit distribution —
must be approved in a notarial deed.
This ensures that the company’s constitution remains valid and transparent.
2. Appointment or Removal of Managing Directors (Jednatelé)
The election or dismissal of managing directors requires a shareholder resolution recorded by a notary.
The notary confirms that the meeting took place lawfully and that each director meets the statutory requirements (clean criminal record, legal capacity, consent to function).
3. Increase or Reduction of Share Capital
All capital-related changes in a limited liability company (s.r.o.) or joint-stock company (a.s.) must be documented in a notarial deed.
For example:
- increasing share capital through a monetary or non-monetary contribution,
- reducing capital and publishing notice to creditors,
- converting company reserves into capital.
Without notarial confirmation, the Commercial Register cannot accept the new capital amount.
4. Change of Legal Form or Company Transformation
Mergers, divisions, or conversions (for example, from s.r.o. to a.s.) are complex transactions that always require multiple notarial deeds — covering transformation plans, shareholder approvals, and balance sheet confirmations.
5. Sale or Transfer of Business Shares (Ownership Change)
Although share transfers between individuals do not always require notarisation, the registration of new shareholders in the Commercial Register often depends on a notarial confirmation of authenticity and the related resolution approving the transfer.
For foreign shareholders, AMS Europe arranges apostilled or e-signed notarised versions that are fully accepted by Czech courts.
6. Creation or Modification of Branch Offices
If you establish or dissolve a branch, or significantly change its management structure, the resolution must be notarised before filing.
Optional, but Recommended Notarial Verification
Even when the law does not explicitly require a notarial deed, it is often advisable to obtain one for clarity and legal certainty.
AMS Europe recommends notarisation for:
- major shareholder agreements,
- power of attorney for company representation,
- loan or pledge agreements between related entities,
- and changes involving foreign owners.
This adds an additional layer of trust and simplifies registration with authorities or banks.
How the Notarial Process Works
- Document preparation.
AMS Europe drafts bilingual resolutions and supporting materials. - Verification of identity.
Shareholders or authorised representatives sign before a Czech notary — either in person or remotely through a qualified electronic signature. - Creation of the notarial deed.
The notary enters the document into the electronic notarial system and issues a certified copy. - Direct filing to the Commercial Register.
Most notaries can submit the change digitally, making it valid within 2–5 business days.
Remote Notarisation for Foreign Clients
AMS Europe offers fully remote notarisation through trusted Czech notaries. This means company founders and shareholders can approve all required changes without travelling to the Czech Republic.
Final Thoughts
In the Czech Republic, a notarial deed gives company changes full legal validity and credibility.
Whether you’re increasing capital, replacing a director, or amending your Articles, notarisation ensures compliance and prevents disputes.
With AMS Europe’s support, the entire process — drafting, notarising, and filing — can be completed remotely and securely, saving time and ensuring flawless registration.
FAQ: Notarial Deeds and Company Changes
Is a notarial deed required for changing company address?
Only if the address clause in your Articles of Association is being modified.
Can one notarial deed cover multiple changes?
Yes — for example, a director replacement and share capital increase can be combined in one document.
How long does notarisation take?
Usually one working day once documents are prepared.
Do foreign shareholders need to be present?
No. AMS Europe can arrange power of attorney and remote notarisation.
What is the typical notarial fee?
Around CZK 6 000– 9 000, depending on complexity.
