- →
-
Contact Form
-
A ready-made company in the Czech Republic, also called a shelf company, an off-the-shelf company or a ready-made s.r.o., is a společnost s ručením omezeným that was founded, entered in the commercial register and never traded, and that is sold by transferring its ownership share (obchodní podíl) to the buyer. The company has existed as a legal person since the day of that entry (Civil Code section 126(1)), and the date stays on its register record whoever holds the share afterwards.
The buyer takes over the company itself: its IČO, its tax registration and DIČ, its paid-in capital, its data box and its court file, and, depending on how it was prepared, a trade authorisation and a VAT registration. What it does not have is a business: no customers, staff or contracts. Someone looking for a Czech business for sale with revenue is buying something else and needs a full acquisition review. If you are still deciding whether to buy or to found, our page on company formation in the Czech Republic describes registering a new s.r.o.
Most of what a buyer needs is public at or.justice.cz. For an s.r.o. the register shows the registered capital, each member’s contribution and how far it has been paid, and each member with the size of the share (Public Registers Act section 48(1)(a), (b) and (j)); its collection of deeds holds the articles and every set of accounts filed.
| What to confirm | Why it matters under Czech law |
|---|---|
| Every contribution is fully paid | Members answer for the company’s debts up to whatever the register shows as unpaid (ZOK section 132(1)), and a transferor remains liable to the company for debts that passed with the share (section 209(1)) |
| Accounts on file for each year since the entry | Traded or not, a registered company files its accounts in the collection of deeds within 12 months of each balance sheet date (Accounting Act section 21a) |
| Transfer clauses in the articles | Unless the articles say otherwise, a share passes to a non-member only with the general meeting’s consent, and the contract has no effect until then (ZOK section 208(1)); breaching any other kind of restriction makes the contract void (section 209(4)) |
| VAT payer status | The tax administration publishes who is a VAT payer, with its DIČ and designated account (VAT Act section 98); the risks of a never-traded payer are explained below |
| Trade authorisations | The trade register shows which trades the company holds; an authorisation belongs to the company and cannot pass to anyone else (Trade Licensing Act section 10(7)) |
A Czech s.r.o. changes hands by a contract transferring the ownership share (smlouva o převodu podílu), which needs written form with officially certified signatures, not a notarial deed (ZOK section 209(2)). The notary comes in when the new member changes the articles.
| Stage | What happens | Legal basis |
|---|---|---|
| Consent to the sale | A sole member exercises the powers of the general meeting, so the seller gives any consent the articles require | ZOK sections 12(1) and 208(1) |
| Transfer contract | Written, with certified signatures; by acquiring the share the buyer accedes to the articles | Section 209(1) and (2) |
| Delivery to the company | The transfer is effective towards the company once the effective contract is delivered to it; the company then enters the buyer in its list of members | Sections 209(2) and 139 |
| New jednatel | Appointed by the new member; the appointee needs full legal capacity and declares in advance that no disqualification applies | ZOK sections 194 and 46(2); Civil Code section 152(2) |
| Changes to the articles | A new name, seat municipality or set of business activities changes the articles, and that decision of the member must be a notarial deed | ZOK sections 12(2), 171(1) and 172(1) |
| Register filing | Due without undue delay; after 15 days anyone with a legal interest may file. A notary who recorded the decision may enter the change directly; a court has five working days | Public Registers Act sections 11, 96 and 108 |
A move within the municipality named in the articles needs no amendment, because the street address sits only in the register (Civil Code section 136(2)); the register still wants proof of the right to use the new premises (Public Registers Act section 14).
For an s.r.o., the beneficial owner register mostly follows the commercial register. A natural person entered there as a member holding more than 25% is copied into the evidence skutečných majitelů automatically, and the company’s duty then counts as met (Act No. 37/2021 Coll., sections 38(1)(a) and 9(2)). When the buyer is a company, or the person entered is not the real owner, the s.r.o. must file the beneficial owners itself without undue delay (section 9(1)). An unregistered beneficial owner may receive no profit share and may not vote, and a company that does not register within the period a court sets faces a fine of up to CZK 500,000 (sections 53 to 55). Since 17 December 2025 the register has been closed to the public; authorities and obliged entities consult it, and anyone else must show the regional court a legitimate interest.
Access to the company’s data box belongs to its statutory body (Act No. 300/2008 Coll., section 8(3)), so it passes to the new jednatel, and official mail left unread there counts as delivered on the tenth day (section 17(4)). The registry court reports each new entry to the tax office and the trade office within five working days (Public Registers Act section 2(3)). A change already recorded in the commercial register need not be reported to the trade office again (Trade Licensing Act section 49(1)), while other changes to the company’s tax registration data go to the tax office within 15 days (Tax Code section 127(1)).
The company’s tax position is unchanged: it remains Czech resident, pays corporate income tax at 21% and keeps its DIČ. Czech law blocks the use of tax losses after a change of more than 25% in capital or voting rights unless the business stays the same (Income Tax Act section 38na); a never-traded company has no losses for that rule to reach. The share purchase itself attracts no transfer tax, and the only Czech transfer tax of recent years, on acquiring real estate, was abolished by Act No. 386/2020 Coll.
Many buyers want a Czech company that is already a VAT payer (plátce DPH), because a new company gets there slowly. It becomes a payer by law only after its Czech turnover in a calendar year passes CZK 2,536,500, or from the next 1 January once it has passed CZK 2,000,000 (VAT Act section 6). Before that it must apply voluntarily, the application is decided by the tax office, and an applicant classed as an unreliable person may not apply (sections 6f and 94a). A VAT registration belongs to the company, so it survives a change of members, and its DIČ keeps the CZ prefix (Tax Code section 130).
A never-traded VAT payer carries a specific risk. The tax office cancels a registration of its own motion when the payer made no supply within its domestic turnover in the previous calendar year and none before the cancellation proceedings began (VAT Act section 106(2)), and also when the payer has stopped economic activity in the Czech Republic (section 106(1)). Before buying, ask when the registration was granted, whether the company has made any supplies, and whether it has been declared an unreliable payer (nespolehlivý plátce, section 106a). Sales to businesses registered in other member states are reported in a summary statement (souhrnné hlášení, section 102). If no suitable VAT payer is available, the company can apply after the purchase. Our page on ready-made companies with a VAT number compares this with other countries.
The Czech Republic is among the countries where our page on shelf companies with bank accounts lists pre-banked companies as available, so a ready-made s.r.o. with an existing account is possible for a buyer the bank accepts. The account belongs to the company and stays with it after the share changes hands. The bank then repeats its checks on the new member, the new jednatel and the beneficial owners, and it may keep the account, ask for further documents or close it. A company bought without an account applies for one afterwards, and some Czech banks open business accounts for new clients only at a branch. Our page on bank accounts for Czech companies lists the documents.
Three gains are real. The company carries an earlier date of incorporation that any counterparty can read in the register. The founding stage is behind it: the notarial deed, the contributions and the first entry already exist. And registrations that depend on an office’s decision, a voluntary VAT registration above all, may already be in place.
Speed is a weaker argument than it sounds here. A notary can enter a brand-new s.r.o. as soon as its documents are complete and a court has five working days, and the new owner of an existing company goes through the same register procedure. The buyer also takes on the company’s past: the accounts due for every year since its entry, its tax returns and any contribution still unpaid. A buyer who needs neither an earlier date nor an existing VAT registration is usually better served by a new company with its own name, articles and capital.
No nationality or residence condition applies to the member or to the jednatel, and the buyer need not travel. The transfer contract needs certified signatures, not an appearance before a Czech notary, and the member’s decisions that must be notarial deeds can be signed by a representative holding a power of attorney with a certified signature (Civil Code section 441(2)), or by videoconference under Notarial Code section 64a. A certification made abroad is generally accepted with an apostille from a Hague Convention country. For neighbouring markets, see ready-made companies in Slovakia and ready-made companies in Poland.
We can supply a ready-made Czech s.r.o. or form a new one, draw up the transfer contract and the member’s decisions, prepare the commercial register filing and, where it is needed, the beneficial owner filing, and help prepare the bank application. If we have a working contact at a suitable bank, we can introduce the buyer, and the decision stays with the bank. The Czech Republic overview covers the country, and our guide to Czech companies (in Russian) covers buying and founding in one place.
Check the paid capital and filed accounts at or.justice.cz. Then sign a written contract transferring the ownership share, with officially certified signatures, and deliver it to the company. As the new member you appoint your jednatel and, by a decision recorded as a notarial deed, change the name, seat or activities. The notary or a court then enters the changes in the commercial register.
Yes, where one is available. A VAT registration stays with the company when the share is sold. Check it first: the tax office cancels the registration of a payer that made no supplies in the previous calendar year, so ask when it was granted, whether the company has invoiced anything and whether it has been named an unreliable payer. Otherwise the company can apply voluntarily after the purchase.
Yes. Neither the member nor the jednatel needs Czech nationality or residence, and a foreign company can buy the whole share. The new jednatel must have full legal capacity and no disqualification, such as a ban on holding office or a conviction for fraud or a tax offence. Signatures certified abroad generally need an apostille, and banks check foreign owners separately.
The transfer contract does not: the Business Corporations Act requires written form with officially certified signatures, and the transfer takes effect towards the company when the contract is delivered to it. A notarial deed is needed for the new member’s decision changing the articles, for example the name or the business activities. The notary who records it can also enter the change in the commercial register directly.
Yes, if they hold the share in their own name. The commercial register lists each member of an s.r.o. with name, address and the size of the share, and it names the jednatel. The beneficial owner register is separate and has been closed to the public since 17 December 2025; a natural person holding more than 25% is copied into it automatically from the commercial register.
Yes. Buying a ready-made s.r.o. is an ordinary transfer of an ownership share under sections 207 to 209 of the Business Corporations Act, and Czech law has no separate regime for shelf companies. What the law does require is that the new member appears in the commercial register and that the beneficial owner register names the natural persons who really own or control the company.
Looking at a ready-made s.r.o. in the Czech Republic? Ask us which companies are available now, including any that are VAT payers, or tell us who will hold the share and run the company and we will explain what the transfer would involve. Telegram and WhatsApp: +48 663 247 166.