This depends on the form of the shares. For book-entry shares, the records of book-entry securities maintained by the central securities depository replace the shareholder list, so the company does not maintain a separate list. For certificated registered shares, the issuer must enter into an agreement with the central securities depository to maintain the shareholder list without delay after issuing the shares. Failure to do so is often one of the first findings in an acquisition.
The question usually arises in two situations: before a general meeting, when the company needs to know whom to invite, and when selling the company, when the buyer asks for evidence of who the shareholders are. The answer depends on the form of the shares.
Book-entry shares: you do not maintain the list
For book-entry shares, the records of book-entry securities maintained by the central securities depository under this Act replace the shareholder list.
— Section 107(8) of Act No. 566/2001 Coll. (unofficial English translation)
The company therefore does not maintain its own list and cannot amend it itself. It obtains shareholder information from the central securities depository, which must, at the issuer’s request, provide a list of the holders of the issuer’s securities and their pledgees (Section 107(10)). This list is not regarded as an extract from the issuer’s register, an important distinction when documenting a transaction.
If the shares are recorded in accounts maintained by a depository member, the issuer may, for the purpose of maintaining the shareholder list, authorise the central securities depository to obtain information about the holders and the number and nominal value of their shares (Section 107(6)). Without this step, you cannot obtain a complete picture of the shareholder structure.
Certificated registered shares: a mandatory agreement
An issuer of certificated registered shares must enter into an agreement with the central securities depository to maintain the shareholder list without delay after issuing the certificated registered shares.
— Section 107(9) (unofficial English translation)
Even for certificated shares, the company does not maintain the list itself: the central securities depository maintains it under an agreement. At the issuer’s request, the depository must issue the shareholder list; at a shareholder’s request, it must issue an extract covering that shareholder’s entries.
An entry concerning a change of shareholder is made by the central securities depository on the issuer’s instruction (Section 107(8)). A transfer of a certificated registered share is therefore not added to the list automatically: the company must give an instruction. The share’s serial number is not entered in the list.
Where things go wrong in practice
- No agreement was ever signed. This is common in older companies with certificated shares and emerges during due diligence as an inability to substantiate the shareholder structure.
- Transfers were not reported. Shares were transferred by endorsement and delivery, but nobody instructed the depository to record the change, so the list does not reflect the actual position.
- General meeting invitations were sent using the company’s own records. This creates a risk to the validity of resolutions that may only emerge when someone challenges them.
- For book-entry shares, the list is requested at the last minute. Obtaining information from the depository involves a procedure, and time must be allowed for it before the general meeting.
Changing depositories and moving an issue
An issuer may request that an issue be moved from the issuer’s register maintained by one central securities depository to the register maintained by another. The depository must allow this under an agreement, and the move must be carried out without restricting the rights attached to the securities (Section 107(13) and (14)). Responsibility for maintaining a shareholder list for certificated registered shares can similarly be moved, with the request covering all lists of that issuer (paragraphs 15 and 16).
The depository in whose records the list is maintained is responsible for it from the first to the last day of maintenance (paragraph 17).
Why address this before a transaction
When selling a company or bringing in an investor, evidence of the shareholder structure is one of the first due diligence requirements. If the list does not exist or is inaccurate, the transaction will not be stopped permanently, but it will be delayed while the position is corrected, and the buyer will reflect this in the amount held back from the price.
Correcting the position is an administrative and inexpensive task when done in advance. Under deadline pressure, the opposite is true.
How we can help
For certificated registered shares, we arrange the agreement and reconcile the list with the actual position through our shareholder lists for certificated shares service. For book-entry shares, we handle records and issue registration through registration of book-entry share issues. We take care of communications and filings with the depository through representation before CDCP.
This answer provides general information on the law as at 16 August 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.
