A joint-stock company is a company whose registered capital is apportioned among a certain number of shares. It is usually recommended for large businesses.
The advantages of joint-stock company are possibility of involving a wide number of shareholders so it can gather a high capital for great projects, no personal liability of shareholders for the company’s obligations and possibility of listing the company on the stock exchange.
|The lowest number of shareholders||1 natural or 1 legal person|
|The highest number of shareholders||unlimited|
|Minimum registered capital||2,000,000 CZK or 80,000 EUR|
|The lowest possible contribution||such that the sum is at least 2,000,000 CZK|
|The highest possible contribution||unlimited|
|Scope of contribution at the formation||30% of the nominal or book value of the subscribed shares and any share premium|
|Deadline for paying off the contribution||determined by the statutes, no later than the filing of the application for incorporation to the Commercial Register|
|Number of votes per share||votes attached to shares (the same number of votes for shares with the same nominal value)|
|Liability of share-owners for the company’s obligations||not liable|
|Scope of business||the business, it can be founded for other purposes|
|Internal structure system||Monistic system:General Meeting, statutory body – Statutory Manager, Administrative BoardDualistic system:General Meeting, statutory body – Board of Directors, Supervisory Board, others according to the statutes|
|Founding document||Articles of Association (stanovy)|
Articles of association
The establishment of a joint-stock company requires the adoption of its articles of association. A person who adopted the articles of association and participates in the subscription of shares shall be the member.
The articles of association shall also include at least:
- the company’s trade name and objects or activity,
- the amount of registered capital,
- the number of shares, their par value, specification of whether and how many shares will be registered shares or bearer shares, and/or whether they will be issued as book-entry securities or, as appropriate, information about any restrictions of the
- transferability of the shares or, as appropriate, information on whether the shares are immobilised,
- where multiple types of shares are to be issued, their names and a description of the rights attached to these shares,
- the number of votes attached to one share and the method of voting at the general meeting; where shares of different par values are to be issued, the articles of association shall also include the number of votes related to each respective par value of the shares as well as the total number of shares in the company,
- information about the selected internal structure system of the company and the rules to determine the number of members of the board of directors or of the supervisory board,
- additional information, where so provided in the Act No. 90/2012 Coll.
At the time of the company‘s establishment, the articles of association shall also include:
- information about how many shares are subscribed by each of the founders and at what issue price, the method of payment and the period in which the issue price is to be paid, and the contribution to be made in order to pay the issue price,
- the level in which the registered capital must be paid up at the time of the company‘s incorporation,
- where the issue price is to be paid by contributions in kind, the name of the contributor(s), description of the contributions in kind, as well as the number, par value and type of shares to be issued for such contribution in kind, their form or an indication that they will be issued as book-entry securities, and the appointment of an expert for the valuation of the contribution in kind,
- the price of the contributions in kind at the time of the company’s establishment,
- at least an estimate of costs to be incurred in connection with the company’s establishment,
- information about the person(s) appointed by the founders to act as members of the company bodies who, under the articles of association, are to be elected by the general meeting,
- appointment of the contribution administrator and
- where the shares are to be issued as book-entry securities, the numbers of asset accounts to which the book-entry shares are to be issued.
Internal structure system of a company
The internal structure system of a company can be dualistic or monistic. The dualistic system is based on the duality of board of directors and supervisory board. The monistic system is based on an administrative board and statutory manager who can also be a chairman of an administrative board. The company can change the system of internal structure by amending the statutes.
Payment of shares
The establishment of a company shall be effective provided that every founder has paid up the share premium, if any, and at least 30% in aggregate of the par or book value of the subscribed shares within the period of time set in the articles of association to the bank account specified in the articles of association, but no later than by the date of filing of the application for the company’s registration in the commercial register.