Services · IV.
Commercial law
zák. č. 90/2012 Sb.
Legal support for doing business in the Czech Republic: from forming an s.r.o. to complex contracts and shareholder disputes. The Business Corporations Act is the foundation that protects both the company and its owners.
Business lawyer in the Czech Republic
The Business Corporations Act (No. 90/2012 Coll.) and the Civil Code form the legal frame of Czech business: from founding an s.r.o. to a shareholder's exit and the sale of the company. Mistakes made at the start — template articles, ill-considered shares — surface later, at the moment of conflict, when fixing them is expensive.
I support companies through the whole cycle: formation and Commercial Register changes, commercial contracts (supply, services, distribution, NDAs), shareholder relations and options, corporate disputes. For foreign founders I run the entire process under a power of attorney, including the notary and the bank.
For directors I build protection against personal liability: documented decisions, transaction approval rules, the right steps when insolvency looms. Due managerial care is not an abstraction but a concrete standard a court will measure your conduct against.
I work with small and mid-sized businesses: IT companies and agencies, trade and manufacturing, Czech subsidiaries of foreign groups. For foreign founders I close the whole loop — from the apostilled power of attorney to the bank account, in their language and with nothing lost in translation. Retainer clients get answers the day they ask, not “when there is time”.
The Czech Commercial Register is formalistic: an inaccuracy in the notarial deed or a signature sends the filing back by weeks. I prepare documents the way the particular registry court expects them — this unglamorous knowledge is what saves the most time in corporate work.
How I can help
s.r.o. formation and changes
I draft founding documents around your ownership structure, coordinate the notary, the trade office and the bank, and register the company. Changes — a new director, share transfers, a moved seat — are filed so the register does not bounce them back.
Commercial contracts
Supply, services, distribution, NDAs and framework agreements: essential terms, liability and exit are worded to survive a dispute. For recurring deals I build templates with a manual for your team.
Shareholder relations
Shareholders' agreements, options, tag- and drag-along, financing and exit rules: I fix the bargain while relations are good. In conflict — negotiation, mediation, a share buy-out or court protection for minority and majority alike.
Directors' liability
I set up corporate hygiene: minuted decisions, approval of conflicted transactions, an insolvency test before distributions. Where claims have already been raised, the defence is built on the due managerial care standard.
B2B debt recovery
Receivables are pursued systematically: notice, payment order, lawsuit, enforcement — with a registry check of the counterparty first, so you do not finance a hopeless process. Regular clients get a standing late-payment protocol.
Buying and selling a business
I handle share and enterprise deals in the small and mid-sized segment: due diligence, the share transfer agreement, representations and warranties, settlement through escrow. A clear deal structure saves both tax and nerves.
Typical situations
Two 50/50 partners reach a strategic deadlock: we trigger the mechanism in their shareholders' agreement — valuation and a mandatory buy-out by formula. The company keeps running; without the agreement, the dispute would crawl through court for years.
A foreign founder sets up an s.r.o. remotely: an apostilled power of attorney, the notarial deed, a bank account, the register — three weeks from first documents to the extract. The residence question for the business purpose is handled in parallel.
A supplier goes unpaid by a retail chain citing 'unapproved' delivery notes: we reconstruct the paper trail from correspondence and acceptance records and file a payment order. Payment with interest arrives before the first hearing.
Fees
s.r.o. formation, standard contracts and register changes — fixed packages; ongoing support as a monthly retainer at a reduced rate. Complex disputes are billed hourly with a budget estimate up front.
Formation, standard contracts and register changes at package prices; retainer clients get guaranteed priority response. A dispute budget is quantified in writing before it starts.
What to prepare for the first consultation
Founding documents and a current register extract (if the company exists)
Shareholders’ agreements, options, meeting minutes — everything signed
The disputed contract with annexes and correspondence, if the matter is contractual
Financial documents on point: invoices, protocols, statements
For a new company: the ownership structure, business activities, the intended bank
Key terms
ZOK
The Business Corporations Act, No. 90/2012 Coll. — the core statute on s.r.o., joint-stock companies and their bodies.
Jednatel
The managing director of an s.r.o.; liable for breaching due managerial care, including with personal assets.
Valná hromada
The general meeting — the company’s supreme body; key decisions require a notarial deed.
Obchodní rejstřík
The Commercial Register kept by the court; changes have no effect on third parties until entered.
Frequently asked questions
How fast can an s.r.o. be formed?
With the paperwork ready, usually 5–10 business days: notarial deed, trade licence, entry in the Commercial Register. I can run the whole process under a power of attorney.
What is a director liable for?
For breaching due managerial care — potentially with personal assets, for instance where the company is driven into insolvency. Properly documented decisions reduce the risk substantially.
Do two founders need a shareholders' agreement?
I recommend one: the articles of association do not cover everything. A shareholders' agreement settles roles, financing, exits and deadlocks — agreeing in advance is cheaper than litigating later.
Can a foreigner be the sole owner and director of an s.r.o.?
Yes — citizenship and residence are no obstacle. You will need a clean criminal record extract and a registered office in the Czech Republic; owning an s.r.o. does not itself grant a right of residence — immigration status is handled separately, and I can help with that too.
My business partner is blocking decisions. What now?
First we look at the articles and the shareholders' agreement: quorums, deadlock mechanisms, options. Absent those, the Act's tools apply — from convening a general meeting to a buy-out claim. The earlier you fix your position in writing, the stronger it is in a dispute.
Contact
- Address
- Konviktská 291/24, Staré Město, 110 00 Praha 12 minutes' walk from Národní třída (metro B, trams)
- Phone
- +420 700 000 000
- kancelar@advokatpopov.cz
- Data box
- [data box ID]
- Consultations
- Mon–Fri 9.00–18.00in person, online or by phone — by appointment