Mandatory content of the founding document
The Commercial Code stipulates the substantive requirements that must be unconditionally included in the deed of incorporation (Section 110 (1)). Therefore, the deed of incorporation must contain (as well as the articles of association):
- business name and registered office of the company,
- designation of the partner, stating the name and registered office of the legal entity, resp. name and address of the natural person,
- subject of business (activities) s.r.o.,
- the amount of the share capital and the amount of the shareholder’s contribution and the amount of the paid-up deposit upon the establishment of the company, including the method and period of repayment of the deposit; in the case of non-cash deposits, it is also necessary to state their subject matter and the determination of the amount of money in which the non-cash contribution is included in the shareholder’s contribution to which it has committed itself,
- the names and residences and birth numbers of the company’s first executives, including 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,
- names and residences and birth numbers of the members of the first supervisory board, if established; 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 it is the founder / sole shareholder 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 deed of incorporation, as well as the specified amount of money in which the non-monetary contribution is included in the shareholder’s contribution.
It is also necessary to officially certify the authenticity of the signature of the founder / partner of the company in the deed of incorporation, while it is possible for an authorized representative to sign the charter instead of the founder. In this case, it is necessary to officially verify the signature on the power of attorney, which is attached to the document. Failure to comply with these formalities will result in the company not being validly established.
What if there is no mandatory information in the deed of incorporation?
Each of the deed of incorporation must contain the above-mentioned requisites. If even one data is not included in the deed of incorporation, the registry court will refuse to enter the s.r.o. to the Commercial Register. In the refusal, the court will state the exact shortcomings of the petition. Against the refusal to register sr.o. You can file objections to the Commercial Register within 15 days, where you can eliminate the deficiencies and thus obtain the registration of s.r.o. to the Commercial Register. However, if you are aware of the shortcomings before deciding to refuse to register s.r.o., it does not prevent you from completing your original proposal to register s.r.o.
However, even if the court inadvertently registers the s.r.o. to the Commercial Register, even though the deed of incorporation does not contain any mandatory information, it may decide on the invalidity of the company if:
- the deed of incorporation has not been concluded or the statutory form of this deed has not been complied with,
- in the deed of incorporation there is no information on the business name of the company or on the amount of the partner’s deposits, on the amount of the registered capital, on the subject of business,
- the provisions of the Commercial Code on the minimum repayment of deposits are not complied with in the deed of incorporation,
- the founder was incapable of legal acts,
- contrary to the law, the number of founders was less than two – at s.r.o. cannot be the founder of s.r.o. with a single partner and a natural person can be a single company in a maximum of three companies. If, therefore, s.r.o. with a single partner to establish a new s.r.o. or if a natural person who is the sole shareholder in three companies intends to establish another s.r.o., the existence of at least two founders is required. Failure to comply with these legal limits may lead to a decision on the invalidity of s.r.o ..