Notifying Unqualified Trade for Legal Entities Not Residing in the Czech Republic, EU, EEA and Switzerland (Foreign Legal Entity)

Transcription

1 Notifying Unqualified Trade for Legal Entities Not Residing in the Czech Republic, EU, EEA and Switzerland (Foreign Legal Entity) As provided for in section 2 of the Trade Licensing Act, the trade is a continual practice operated independently, under one's own name, as a sole proprietorship, for the purpose of generating profits and under the conditions as provided for in the Trade Licensing Act. No special conditions, i.e. professional competence, are required to operate an unqualified trade; no obstacle to trading (section 8 of the Trade Licensing Act) may exist on the side of the entrepreneur. Who may notify unqualified trade? Unless stipulated otherwise by the Trade Licensing Act or special regulation (e.g. obligatory registration in the Companies Registry), a legal entity not residing in the Czech Republic ("foreign legal entity") may carry on a trade in the Czech Republic under the same conditions and to the same extent as a Czech person. What conditions are stipulated to operate an unqualified trade? The foreign legal entity does not have to appoint its authorised representative. None of the trading obstacles as listed in section 8 of the Trade Licensing Act (for example, a punishment imposed by a court or another administrative body, or a sanction in the form of professional disqualifications in the branch or in a related branch for the duration of the punishment) may exist on the side of the entrepreneur. How to notify a trade? The notification can be filed with any municipal Trade Licensing Office - central registration point (CRP) or sent by mail or to the Office (signed with guaranteed electronic signature, or to the Office's data box). The application can also be filed in person through a point of single contact (Czech POINT). Which Trade Licensing Office can the notification be filed with? The notification can be filed with any municipal Trade Licensing Office in the Czech Republic or through a point of single contact (Czech POINT). What documents are to be submitted by the person notifying the Trade Licensing Office of a trade? Notification of trade using the respective form (to be filled in in advance, or on-the spot). The criminal record statement or an equal document to be issued by a competent court or administrative body of the state where the registered office is located, which 1

2 demonstrates that no trading obstacle according to section 8 (5) of the Trade Licensing Act exists on the side of the foreign legal entity. If the state does not issue a criminal record statement or an equal document, the legal entity should submit a blamelessness affirmation in lieu to be made before a notary or body of the state where its registered office is located, which demonstrates that no trading obstacle according to section 8 (5) of the Trade Licensing Act exists on the side of the foreign legal entity (the Trade Licensing Office itself shall obtain a statement of criminal record). A document showing the legal title to use the premises in which the foreign person's organisation unit of an enterprise is located in the Czech Republic, unless the address being notified has already been registered in the Companies Registry or another registry, providing that this document is stipulated by a special regulation as a condition for registration in this registry. The statement of the Companies Registry or a similar registry maintained in the state where the registered office is located, and a document that an enterprise abroad is operated. The registry statement should not be older than 3 months. A document demonstrating that the administrative fee has been paid. All documents, if not drafted in the Czech language, shall be translated, including translation to the Czech language made by an interpreter registered in the list of experts and interpreters (this does not apply to documents in the Slovak language). Signatures and stamps on the originals of submitted documents must be authenticated. The requirement that translation to the Czech language is to be made by an interpreter listed in the list of experts and interpreters, and the requirement that signatures and stamps are to be authenticated do not apply to documents submitted by European Union Member State nationals, unless doubts exist about correct translation or authenticity of the signatures or stamps. What forms are required and where to get them: The "Single Registration Form for Legal Entities" (SRF), which can be used to file submissions through the municipal Trade Licensing Office also with the Labour Office. The municipal Trade Licensing Office can also be used to apply for registration or file a notification designed for the Financial Office providing, however, that the person is not obliged by law to file only electronic submissions with the tax authorities. Submissions for the Financial Office should be filed using a form issued by the Ministry of Finance. Forms can be obtained at any municipal Trade Licensing Office or downloaded from the websitewww.mpo.cz, section Business support. The legal entity should state in the notification the following data, without limitation: Trade name or name, registered office (town, quarter, street, street No., postal code) and for the natural person(s) who is/are its statutory body or statutory body members, the first name(s) and surname(s), personal ID(s), if allocated, date(s) of birth, domicile(s) or address(es) in the Czech Republic, if they hold leaves to remain, and for the legal entity, which is its statutory body, the trade name or name, registered office (town, quarter, street, street No., postal code) and the legal entity's ID, if allocated. Name and location of the organisation unit of an enterprise in the Czech Republic and relevant data about the organisation unit's manager: 2

3 - First name and surname. - Nationality. - Address (town, quarter, street, street No., postal code) or the place of abode in the Czech Republic, if a leave to remain was granted, providing that his/her habitual domicile is outside the Czech Republic. - Personal number, if allocated, date of birth. The person's identification number, if allocated. The objects, stating the branch of activities according to Annex No. 4 of the Trade Licensing Act to be pursued. The establishment(s) in which the trade will begin immediately after the trade licence is obtained, with the exception of mobile establishments and machines. The title or academic degree of the aforementioned natural persons, if they will use them during trading. The entrepreneur may also state in the Single Registration Form data, which are necessary for submissions to the other aforementioned authorities. What are administration and other fees and how the fees are to be paid: CZK 1000 for notifying a trade at the commencement of trading. CZK 500 for notifying a further trade regardless of whether one or more trades are notified simultaneously. The fee is collected once only; also in case a trade is notified and an application for concession filed. The fee can be paid in cash at the municipal Trade Licensing Office, or by postal or bank transfer. CZK 50 for accepting a submission at a point of single contact, if the application is filed through a public point of single contact (the amount of the fee for notifying a trade, or of the fee for notifying a further trade is maintained). What are the time limits for making an entry in the Trade Registry? If the conditions stipulated by the Trade Licensing Act for trade notification are met, the Trade Licensing Office shall register the trade in the Trade Registry within 5 days from the date of notification and issue a statement to the entrepreneur. Foreign legal entities acquire their trade licences as of the date of registration in the Companies Registry or a similar registry. If those legal entities do not apply for registration within 90 days from delivery of the statement, or if the application is not accepted, the Trade Licensing Office shall decide that the notifier failed to meet conditions for trade licence. The legal entities already registered in the Companies Registry or a similar registry acquire their trade licenses as of the date of notification of trade. What regulation is used: Act No. 455/1991 Coll. on Trades (Trade Licensing Act), as amended. 3

4 What are the related regulations: Act No. 89/2012 Coll., Civil Code; Act No. 90/2012 Coll., on Business Companies and Cooperatives (Business Corporations Act); Act No. 304/2013 Coll., on the Public Registers of Legal Entities and Natural Persons; Act No. 40/2009 Coll. Criminal Code, as amended; Act No. 200/1990 Coll., on Offences, as amended; Act No. 500/2004 Coll., Code of Administrative Procedure, as amended; Act No. 634/2004 Coll. on Administrative Fees, as amended; Act No. 280/2009 Coll., Tax Code, as amended; Act No. 589/1992 Coll. on Social Security Contributions and Contribution to the State Employment Policy, as amended; Act No. 586/1992 Coll. on Income Tax, as amended; Act No. 18/2004 Coll., on Recognition of Professional Qualifications and Other Qualifications of the Nationals of Member States of the European Union and on Amendments to Certain Acts (Recognition of Professional Qualifications Act), as amended; Act No. 435/2004 Coll., on Employment, as amended; Act No. 182/2006 Coll., on Bankruptcy and Settlement (Insolvency Act), as amended; Act No. 179/2006 Coll., on Verification and Recognition of Further Education Results and on Amendments to Certain Acts (Recognition of Further Education Results Act); Act No. 365/2000 Coll., on the Information Systems of the Public Government, as amended Act No. 365/2000 Coll., on the Information Systems of the Public Government, as amended Act No. 300/2008 Coll., on Electronic Acts and Authorized Document Conversion, as amended; Act No. 255/2012 Coll., on the Controls (Control Code); Numerous regulations of technical character depending on the nature of the trade to be operated. What will the Trade Licensing Office do after a trade is notified? If the notification does not comply with the requirements according to sections 45 and 46, the Trade Licensing Office shall invite the notifier to remedy defects within 5 working days from delivery of the invitation to remedy defects. In the invitation the Office sets a reasonable time limit to remedy defects, which time limit must be at least 15 days. Where serious reasons exist, the Trade Licensing Office can prolong, also repeatedly, the time limit at the applicant's request. The time limit for registration in the Trade Registry and issuing of the statement is suspended for the duration of the time limit stipulated in the invitation. If the applicant remedies defects in the set or prolonged time limit, the notification is considered as free of defects from the outset. Unless the notifier remedies defects in the set 4

5 or prolonged time limit, the Trade Licensing Office shall open the proceedings and decide that the notifier did not meet conditions for trade licence. If the notifier remedies defects before the decision is issued, and the Trade Licensing Office determines that conditions for trade licence have been met, the Trade Licensing Office shall discontinue the proceedings by an entry in the Trade Registry and issue a statement. The Trade Licensing Office will make electronic copies of submitted documents listed in section 46 (7) of the Trade Licensing Act (e.g. of the document demonstrating the legal title to use premises where a legal entity has its registered office) and file them in the Trade Registry. Later, entrepreneurs do not have to re-submit the documents filed in the Trade Registry when reporting trades, applying for concessions or notifying changes in their data, providing that the data certified by those documents have not changed. Remedies: The municipal Trade Licensing Office's decision that the trade licence did not originate by notification, or that the notifier did not meet conditions for a trade licence to originate, can be appealed against within 15 days from the date on which the notifier is notified of it. Appeals should be addressed to the municipal Trade Licensing Office that issued the contested decision. Sanctions for breach of duties when operating a trade: Breach of duties stipulated by the Trade Licensing Act is penalised as provided for in sections 61 to 63 of the Trade Licensing Act. The trade licence can be suspended or revoked or the trade operated in an establishment can be suspended by decision in the cases referred to in section 58 of the Trade Licensing Act. Do you need more information? You can also contact: Directly any municipal Trade Licensing Office - the central registration point (CRP) or their website. Related procedures and guidelines and other documents: See the trading guides (Life Situations) at Responsible for the correct guide: The agenda of trade licences is the responsibility of the Trade Department, Entrepreneurship Section of the Ministry of Industry and Trade. Tel: Person responsible for the described guide: JUDr. Luděk Holubec tel: holubec@mpo.cz 5

6 The guide has been prepared according to the legislative situation as of: The guide has been most recently updated or verified as of: Guide applicability: Modifications and discontinuation of this guide depend on applicable regulations relating trades. 6