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Czech Republic: Proposed rules for corporate representatives, transparency measures

Czech Republic: Corporate representatives, transparency

Changes to the law governing corporations in the Czech Republic—including amendments that would concern “elected bodies” of corporations and in particular when they are other corporate entities—are being considered.

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Since 2014, the civil law in the Czech Republic has allowed corporate entities to elect other corporate entities to act as their “bodies.” Such corporate entities may then appoint a representative (an individual) to act on their behalf; otherwise, they are deemed to be represented by their statutory body. This rule was adopted to respond to the needs of global corporations that are used to such an approach from their home countries. However, it has allowed for “non-transparent structures”—that is, corporate entities acting as elected bodies of other corporate entities that may themselves elect corporate entities to act as their bodies and thus to give rise to “chains” making it virtually impossible to identify an individual who is acting on behalf of a company. The concerns about the possible abuse of this rule resulted in the proposed amendment.

  • The proposed changes would set forth rules for when the identity of representatives would need to be recorded in the Commercial Register.  
  • The proposal also stipulates that there could be just one representative of a corporate entity.

 

Read an August 2018 report prepared by the KPMG member firm in the Czech Republic

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