Mandatory requirements of the memorandum of association in s.r.o.

In the case of a partnership agreement, the Commercial Code regulates its mandatory requirements, which it must contain in § 110. The memorandum of association must contain:

  • business name and registered office of the company,
  • identification of the partners by stating the name and registered office of the legal entity or the name and address of the natural person,
  • subject of business (activities),
  • the amount of share capital and the amount of each shareholder’s contribution and the amount of paid-up deposits at the establishment of the company, including the method and time of repayment of the deposit, and in case of non-cash undertook
  • the names and residences and birth numbers of the company’s first executives and the manner in which they act on behalf of the company; in the case of a foreign natural person, the date of birth is indicated, if a birth number has not been assigned,
  • the names and residences and birth numbers of the members of the first supervisory board, if any; in the case of a foreign natural person, the date of birth is indicated, if a birth number has not been assigned,
  • appointment of a deposit manager – usually one of the founders of the company, but it can also be e.g. Bank,
  • the amount of the reserve fund, if the company creates a reserve fund at its inception, and the amount to which the company is obliged to replenish the reserve fund, and the method of replenishment,
  • benefits provided to persons involved in the establishment of the company or in activities aimed at acquiring authorization for its activities,
  • estimated costs of the company related to the establishment and formation of the company,
  • other data, if so provided by law – e.g. in the case of a non-monetary contribution, this non-monetary contribution must be stated in the articles of association, as well as the specified amount of money in which the non-monetary contribution is included in the shareholder’s contribution.

The memorandum of association must be signed by all the company’s founders. The authenticity of the signature on the partnership agreement must be officially certified. The Commercial Code allows for the possibility of a partnership agreement being concluded on behalf of the company’s founder by an agent, whose signature must also be officially certified.