When a corporate change really takes effect: the decision, the entry and publication in the Commercial Register

In companies it is commonly said that a change “takes effect once it is in the register”. For some changes that is precise; for others the change occurred when the shareholders decided and the entry merely publishes it. The difference has practical consequences: it determines who may sign for the company and from when, whether a contract signed in the interim is valid, and what the company can raise against a business partner who relied on an extract. For every change, three moments must therefore be distinguished: the decision, the entry and publication.

Where the change occurs on the decision

The classic example is the removal of a managing director. The Commercial Code ties it to the moment of the decision, not to the entry:

Unless the law provides or the memorandum or articles of association specify otherwise, removal from office takes effect on the adoption of the decision by the competent body of the company.

— Section 66(2) of the Commercial Code (unofficial English translation)

Similarly, a company is dissolved from the date stated in the shareholders’ decision on dissolution and appointment of a liquidator, otherwise on the date the decision is adopted (Section 68(3)). In such cases the entry does not determine when the matter changed; it publishes it. A removed managing director who is still registered may therefore no longer act for the company even though the extract does not show this; towards business partners, however, the protection of the register applies, which is discussed below. We examine the removal procedure in the question on how to remove a managing director of an s.r.o..

Where the change occurs only on entry

The position is the opposite with procuration. The law ties its effect directly to the entry:

The grant of procuration takes effect from the entry in the Commercial Register.

— Section 14(6) of the Commercial Code (unofficial English translation)

A decision to grant procuration therefore gives the holder nothing in itself, and contracts signed before the entry are not covered by the procuration. The Czech rules are set up differently: there a holder of procuration represents the company on the basis of the grant (Section 450(1) of Act No. 89/2012 Coll.). A group with both a Slovak and a Czech company must therefore plan the start of a procuration holder’s role separately for each country; details are in our grant of procuration service.

For the share capital of an s.r.o. the law does not expressly state whether the change operates from the decision of the general meeting or only from the entry. On an increase, the commentary literature treats it as the prevailing view that the entry is declaratory; since the Act does not expressly address the point, however, this is not a rule that can be relied on without reservation. The managing directors must file the application to register an increase without undue delay (Section 145). On a reduction, the register will enter the change only where the company proves publication and the protection of creditors (Section 147(3)). It is therefore worth specifying the date on which the change of capital is to occur in the decision itself; we examine the procedure in the question on increasing the share capital of an s.r.o. and in the article on reducing share capital.

Publication: what you can raise against business partners

The new Commercial Register Act governs what is known as the substantive effect of publicity. A registered person may not raise against a third party a particular that has not yet been published, unless it proves that the third party knew of it (Section 7(1) of Act No. 29/2026 Coll.). For 15 days after publication a partner may still defend itself on the ground that it could not have known of the particular (Section 7(3)). For a company that leaves outdated information in the register, paragraph 4 matters:

A person to whom a registered particular relates may not raise its incorrectness against a third party where that person failed to take the remedial steps which could fairly be required of them, unless they prove that the third party did not act in reliance on the registered particular or knew or must have known of its incorrectness.

— Section 7(4) of Act No. 29/2026 Coll. (unofficial English translation)

Once the entry of a member of a statutory body has been published, the company likewise may not raise against third parties any defects in the appointment unless it proves that they knew of them (Section 7(7)). How this looks with a revoked procuration is examined in the question on revoking procuration and signing afterwards.

The deadline, a future date and the fine

The application for registration must be filed by a person authorised to act for the company within 30 days of the date stated in the decision, otherwise of the date it was adopted or of the date on which the legal fact occurred (Section 112(1)). The registration court may impose a procedural fine of up to EUR 4,000 for failure to comply (Section 113(1)). Registration is carried out by the registration court and, for first entries and changes of entry with a few exceptions, also by a registrar, who is a notary (Section 42(2)); where the conditions are met, they have two working days to do so (Section 58(1)). Where the application contains a future date, registration is carried out as at that date; where the application contains no date or registration is carried out later, the particular is entered as at the day following the registration (Section 58(3)). A future date in the application therefore helps align the entry with the day from which the change is to operate.

An application filed with the registration court may not be supplemented or withdrawn (Section 44(5)); errors are corrected only through objections after registration is refused. A registrar may invite the applicant to supplement the application (Section 45(4)), but the supporting documents must be correct in either case.

How to plan a change

For every change, settle in advance from when it is to take effect and whether the law ties it to the decision or to the entry, and then fix the effective date accordingly both in the decision and in the application. With a new managing director or holder of procuration, expect the registration court and the registrar to check the register of disqualifications before registration and, for a managing director of an s.r.o., also the register of enforcement authorisations (Section 51(3) of Act No. 29/2026 Coll.). Notify business partners and banks directly wherever they might act in reliance on the old entry. We prepare and file the decisions of company bodies, the supporting documents and the application itself as part of our Commercial Register changes service; where capital is involved, the changes of share capital service follows on from it.