For book-entry shares, registering the issue with the central securities depository is mandatory: the shares come into existence as securities only when credited to holder accounts. The process has three stages: allocation of an ISIN at the issuer's request, an issue registration agreement and creation of the issuer's register, and crediting the shares to shareholders' accounts. Until then, the company is registered in the Commercial Register but has not issued its shares.
The company is registered in the Commercial Register, the contributions have been paid and the founders are waiting for their shares. With book-entry shares, however, the central securities depository must act: until the issue is registered and the shares credited to accounts, the shareholders hold rights under the incorporation documents, rather than securities.
Why registration is mandatory
A share may be issued in certificated or book-entry form (Section 155(2) of the Commercial Code); bearer shares may only be in book-entry form (Section 10(3) of Act No. 566/2001 Coll.). A book-entry share exists only as an entry in the depository’s records, and the Act is clear about the moment of issue:
A security is issued when it has all the particulars prescribed by this Act or a special Act and becomes the property of its first holder in the manner prescribed by law or, in the case of a book-entry security, is credited to a holder account, client account or nominee account, including where it becomes the property of the issuer or, in the case of a book-entry security, is credited to the issuer’s account.
— Section 13(1) of Act No. 566/2001 Coll. (unofficial English translation)
Without registration of the issue and crediting to accounts, book-entry shares therefore do not come into existence.
The process: ISIN, agreement, crediting to accounts
The first step is the ISIN, which the depository allocates without delay at the issuer’s request (Section 13(3)). Under CDCP practice, the request is made on form E0, and CFI and FISN codes are allocated along with the ISIN. Next comes the agreement to register the issue of book-entry securities. Under this agreement, the depository opens the issuer’s register if the company does not already have one (Section 107(1)), registers the issue and arranges for share information to be entered in holder accounts. Under the model agreement published by CDCP, the depository registers the issue within 30 days of payment of the advance and submission of complete data. If the data are incomplete or incorrect, it may postpone the deadline or withdraw from the agreement, with the issuer bearing the resulting loss. The templates and forms date from before 17 August 2026, so request the current versions before signing.
Shares cannot be credited without shareholder accounts
Crediting shares requires each shareholder to have a holder account or another account to which the shares can be credited. If a shareholder has no account or does not disclose the account details to the issuer, the model agreement requires the issuer to confirm that it demonstrably asked the shareholder to open one, and that shareholder’s shares remain uncredited. Opening accounts therefore belongs at the start of the timetable. The costs are discussed in CDCP account maintenance fees.
No separate shareholder list is needed
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 depository’s records therefore also serve as the shareholder list. The position for certificated registered shares is discussed in who maintains the shareholder list.
How we can help
We manage the entire process, from the ISIN application to crediting the shares, through registration of book-entry share issues. If the company is still being incorporated, this follows on from forming a joint-stock company. We take over forms and communication with the depository through representation before CDCP. Contact us as soon as the company is entered in the Commercial Register so shareholders do not wait longer than necessary for their shares.
This answer provides general information on the law as at 29 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.
