Public Registers After 1 January 2014

On 1 January 2014, the new Civil Code No. 89/2012 Coll. (the "NCC") shall come into effect, bringing about a number of changes, including general principles of private law, the introduction of new juridical institutes, and changes to terminology.

A major benefit of the NCC is that it establishes the comprehensive regulation of legal entities from their incorporation to their termination, which so far has been scattered among several regulations. Due to certain specifics, the companies (under the new terminology known as commercial corporations) are excluded from the NCC and regulated in a separate statute, Act No. 90/2012 Coll., on Commercial Corporations (the "ACC").

Many of the "new" provisions relating to the legal entities are not unknown to the present law, because they basically just copy the present regulation of companies. Nevertheless, an important innovation to the regulation of legal entities is the introduction of so-called public registers.

General issues of the regulation

The NCC regulates only general issues in relation to public registers, while the detailed regulation is left to a special act on public registers (the "APR"). The APR bill has already been approved by the government and submitted to the Chamber of Deputies.

A special law has been adopted in an effort to generally regulate the registers of all legal entities. Currently, the regulation is contained in several statutes, referencing the provisions about the Commercial Register in the Commercial Code. As emerges from the explanatory report, "the ambition of the presented act should be an establishment of a united regulation of all public registers, with some variations for different legal forms, where needed". Therefore, the relevant provisions relating to the Commercial Register were also left out of the circulation of the ACC's draft bill for comments.

The initial regulation of public registers is contained in Sec. 120 and 121 of the NCC and conceptually stems from the current regulation of the Commercial Register. The public registers of legal entities should include information on the date of the legal entity's incorporation, the date of its dissolution with a statement of its legal grounds, the date of its termination, the trade name, the address and the business activity, the name and the address of every member of a statutory body stating how the statutory body shall represent the legal entity, and information on the origin or the termination of their...