The form and type of the shares are determined by the articles of association at the time of formation. Registered shares may be either certificated or book-entry, and the articles may restrict their transferability, for example by requiring the consent of the board of directors. Bearer shares are freely transferable and the Act permits them only as book-entry or immobilised securities. For a closely held company with a few shareholders, a certificated registered share with restricted transferability is usually the simplest choice.
When a Czech joint-stock company is being formed, the founders must decide on the shares before the notarial deed is drawn up. The articles of association must state the number of shares, their nominal value, their form, whether they are certificated or book-entry, and any restriction on transferability or immobilisation (Section 250(2)(c) of Act No. 90/2012 Sb.). That choice determines how the shares will be transferred, who will maintain the shareholder records and how easily an unwanted shareholder can get into the company.
Form: registered or bearer
A Czech share takes the form of an order security, described as a registered share, or of a bearer security, described as a bearer share (Section 263). Registered shares are entered in the list of shareholders maintained by the company, and the person entered in it is presumed to be the shareholder as against the company (Sections 264(1) and 265(1)). To exercise rights against the company after a transfer it is therefore not enough to have an agreement between seller and buyer; the change must be proved to the company so that it enters the new owner (Section 265(2)).
Bearer shares are freely transferable (Section 274(1)) and the Act has narrowed the types available:
Bearer shares may be issued only as a book-entry security or as an immobilised security.
— Section 274(2) of Act No. 90/2012 Sb. (unofficial English translation)
An immobilised share is a certificated share deposited in collective custody, from which the shareholder cannot withdraw it. A classic certificated bearer share that the shareholder could take home cannot be issued in Czechia. Slovak law is stricter still on this point and permits a bearer share only in book-entry form (Section 156(2) of Act No. 513/1991 Coll.).
Type: certificated or book-entry
For a closely held company with a few shareholders, certificated registered shares involve the least administration. The company maintains the records itself, and neither a central securities depository nor an investment firm is needed. Book-entry shares exist only as an entry in the records of book-entry securities. They suit a company that expects a wider circle of shareholders, more frequent transfers, or records maintained by an independent institution. If the company issues book-entry registered shares, the articles of association may provide that the records of book-entry securities replace the list of shareholders (Section 264(1)). Czech law also recognises no-par-value shares, which represent an equal interest in the share capital (Section 247(2)).
Restricting transferability
The articles of association may restrict, but not exclude, the transferability of registered shares, and the restriction takes effect only on entry in the Commercial Register (Section 270). A transfer may be made subject, for example, to the consent of the board of directors, the administrative board or the general meeting. Such consent follows firm rules: the transfer agreement does not take effect before consent is granted, and if consent does not arrive within six months of the agreement being concluded, the effects are the same as on withdrawal from the agreement, unless the agreement provides otherwise (Section 271). If the body does not decide on the request within two months of its delivery, consent is deemed to have been granted. If it refuses consent although the articles did not require it to, the company must buy the shares from the shareholder at a reasonable price, on a request made within one month of delivery of the refusal (Sections 272(2) and (3)). The articles may at the same time specify when the body must grant consent and when it must refuse it (Section 272(1)). Without such a rule, any refusal of consent may trigger the obligation to buy the shares.
How to decide
For a family or project company with a narrow circle of shareholders, a certificated registered share with a consent requirement for transfers is usually suitable. For a company expecting investors or later trading, the book-entry type should be considered from the outset. Setting up the shares forms part of preparing the articles of association under our forming an a.s. in Czechia service. When the shares are later sold, gifted or pledged, we prepare the agreement and the related steps as part of our share transfers service. The capital the new company must have is addressed in our answer on the share capital of a Czech a.s. and paying it up.
This answer provides general information on the law as at 12 September 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.
