Zapis zahranicnich pobocek do obchodniho rejstriku

Registration of foreign branches in the Commercial Register

One of the areas affected by the adoption of the so-called digital amendment of corporate law, which transposes the requirements of the European Directive on digitalisation, is the area of public registers. With effect from 15 January 2023, the Registration Act (No. 304/2013 Coll.) added an inconspicuous provision to Section 48(2), according to which the name and registered office or location of its branch plant and the name and registered office or location of its branch registered abroad, including the number of its registration in the foreign register, shall also be entered in the Commercial Register of a commercial corporation.

According to the explanatory memorandum to the amendment, the aim is to record the data on the branch plants or branches in the Czech Republic and abroad directly in the record of the business corporation, in order to make them easier to trace. This amendment corresponds to the new obligation to record data on the entrepreneur himself within the registration of domestic branch offices.

The data will be recorded partially automatically. Thus, in the context of national registration proceedings, if a newly established domestic branch is to be registered, if its registration is to be changed or if a branch is to be deleted from the register, the Registry Court will automatically enter the relevant change in the registration of the business corporation. Thus, it is not necessary to file a separate application for registration of the change with the business corporation.

As regards branches and subsidiaries located within the EU, the exchange of information between registers is to be automated via the European BRIS (Business Registers Interconnection System). However, this system, which interconnects the data in the European registers, only brings together limited liability companies and public limited companies. Therefore, if a partnership (public company or limited partnership) or a cooperative or a registered natural person (although this is not common in practice) has established a foreign branch or a branch plant, such entrepreneurs are obliged by the amendment to submit an application for registration of information on foreign branches or branch plants.

However, the aforementioned obligation also applies to branches and branch plants located outside the EU. Thus, in the event of the existence of such a foreign branch or branch plant, each registered person must update its entry in the Commercial Register.

A transitional provision has set a deadline of July this year to comply with this obligation. Thus, the automatic transcription of the data on European branches from BRIS to the domestic commercial register was also to take place by July. However, our experience shows that in many cases this has not yet happened.

We can therefore recommend that all entrepreneurs registered in the Commercial Register, if they have established foreign branches or subsidiaries, check their registration and, if the registration does not comply with the legal requirements, update it at the earliest possible opportunity. The register form already provides for the possibility of entering the details of a foreign branch.

If you have any questions, please contact the authors of this article or members of the EY team with whom you work.

Authors:

Jan Turek

Klára Hurychová