How to incorporate an association according to Czech civil law. Based on the legal framework up to April 1, 2014.
1. The Legislation
- Act no. 89/2012 Sb., Civil Code 2012
- Section 214 – 268
- Act no. 304/2013 Sb., Act on the public registers of legal entities and individuals
- Section 11 – 24
2. The Establishment of an Association
The founders establish an association in the moment they agreed on the content of the articles of association required by law.
There has to be at least 3 founders who share a common interest. The association is established to accomplish this common interest and hence is founded as a self-governing, voluntary union of its members.
The main activity of the association can be only satisfaction and protection of the common interest, the accomplishment of which was the reason to establish the association. Business or other gainful activities cannot be the main activity of the association.
Beside the main activity, the association may have some secondary activities. These secondary activities may be of an economic nature (business or other gainful activities), under the condition the purpose of these activities is either to support the main activity or to economically use the property of the association. The gained profit can be used only for further activities of the association, including the management of the association.
The association may be also established by a resolution adopted at inaugural meeting according to section 222 – 225 of the Civil Code.
3. The Articles of Association
The articles of association have to contain at least:
- The name of the association, which has to include the word “spolek” (association), “zapsaný spolek” (registered association) or the abbreviation „z.s“. The name has to distinguish the association from other existing associations and it must not be deceitful in any way;
- The registered office of the association. It is enough to specify the municipality where the registered office of the association is to be;
- The main purpose of the association;
- The determination of the governing body and its first members;
- The rights and duties of its members or the way how create these rights and duties in the future.
4. The Registered Office of the Association
The founders of the association submit the application for registration in the Register of Associations. Together with this application must be presented the legal grounds on which the association uses the premises of its registered office. This does not apply in cases when the legal grounds can be found in the Cadastre (land registry).
As a proof of the legal grounds of using the premises could be a written declaration of consent of the owner, or the person authorized to dispose with the premises, with placing the registered office in the premises. Such declaration must not be older than 3 months and the signatures must be officially authenticated.
5. The Consent to Being Recorded in the Register of Associations
Together with the application for registration must be presented the consent of the individuals which are to-be-recorded in the Register of Association. This is not needed if the consent results from other documents attached to the application. Their signatures on a written declaration of consent must be officially authenticated, unless the consent of these individuals is stated and proved by public instrument.
6. The Registration in the Register of Associations
An association is created on the day of its registration in the public register. The application for registration is submitted by the founders or by the person entitled to do so at inaugural meeting (if the association was founded on such meeting). The application must be submitted without undue delay after the establishment of the association.
The application is submitted to the competent court of registry through so called “intelligent form”. The courts of registry are regional courts and Municipal Court in Prague. The territorial jurisdiction is determined by the to-be-registered office of the association.
The application can be sent to the court of registry either electronically with verified electronic signature, through data box or in physical form with verified signature. There is 1000, – CZK fee for the registration of an association.
The attachments to the application:
- The articles of association,
- The documents which prove the legal grounds on which the premises of the registered office are used by the association. If it is a declaration of consent of the owner, it must not be older than 3 months and the signature must be officially authenticated,
- Affidavits of the members of the governing body of their legal capacity to be members of a governing body according to the Civil Code,
- A written declaration which presents the consent of to-be-recorded individual to being recorded in the Register of Associations. The signatures must be officially authenticated.
The application for registration must be submitted in Czech language. The applicant may request for being registered also in some other foreign language. The articles of association have to be stored in the Collection of Documents of the Register of Association in Czech language. A translation of the articles of association to some other foreign language may be stored there as well. The documents which prove the recorded facts and are not stored in the Collection of Document should be presented in their original language together with their Czech translation. The court of registry may let the applicant know the translation is not required. If the translation is required, it has to be officially authenticated unless the original foreign language is an official language of an EU member.
Author: Viktor Hatina
Translation: Nora Fičurová