Legal Q&A · Company formation in Czechia and Slovakia

Must the manager of our Czech branch also be the responsible representative for the trade?

Law as at 12 September 2026

Short answer

Where the trade requires professional competence, yes, provided the manager meets it. The Czech Trade Licensing Act requires a foreign legal entity to appoint as responsible representative the manager of the branch situated in Czechia; it may appoint another person only where that is not possible from the manager. Unregulated trades need no responsible representative, but every establishment must have a person responsible for its activity.

A Slovak construction or service company is opening a registered branch in Czechia and needs a craft or regulated trade there. For such trades it is not enough that the company exists and has a manager; professional competence must be demonstrated on its behalf by a particular person, in Czech terminology an odpovědný zástupce (in Slovakia a zodpovedný zástupca). For a foreign company, Czech law specifies precisely who is to be used for that role first.

When a company needs a responsible representative

A legal entity must appoint a responsible representative for trades that require special conditions to be met, that is, professional or other competence (Section 11(4)(b) of the Czech Trade Licensing Act). For an unregulated trade it does not need one, but may appoint one voluntarily (Section 11(9)). The responsible representative is answerable to the entrepreneur for the proper operation of the trade and for compliance with trade licensing regulations, and is in a contractual relationship with them; the same person may not perform the role for more than four entrepreneurs (Section 11(1)).

The branch manager first

The same provision determines from whom the responsible representative is to be selected. A Czech legal entity appoints them from among the members of its statutory body. A foreign legal entity appoints to the role the manager of the branch situated in Czechia, provided the manager meets the conditions for holding the role. Where that is not possible from that person, for example because the manager is a salesperson without the relevant education or experience, the company appoints a responsible representative from among other persons (Section 11(4)(b)).

For a company, this leads to a practical conclusion: while selecting the manager, it should know whether the branch will carry on a trade requiring professional competence. If the manager has the required qualification, the Act expects them to act as representative. If they do not, another person must be found, a contract concluded with them and their details included in the trade notification. The manager, like any other representative, must meet the general and the special conditions for carrying on the trade (Section 11(2)). A person who has been subject to a prohibition on the activity, a person whose authorisation for the same trade has been revoked, for one year from the decision becoming final, and a member of the company’s supervisory body may not be a representative (Section 11(3)).

Changes during operation

For a notifiable trade, both the appointment of a representative and the termination of their role must be notified to the trade licensing office within 15 days (Section 11(5)). For a concession-based trade, the appointment is approved by the office and takes effect only when the decision becomes final (Section 11(7)). If a representative ceases to act or ceases to meet the conditions, the company must appoint a new one within 15 days (Section 11(8)). When a manager who was also the responsible representative leaves, the company deals with two things at once: the change of the manager’s entry in the Commercial Register and a new representative for the trade.

A new manager does not, moreover, act for the company immediately upon appointment. The manager of a registered branch represents the entrepreneur in all matters concerning the branch only from the date on which they were entered in the Commercial Register as its manager (Section 503(2) of the Czech Civil Code).

Three different roles

With a registered branch, three roles may therefore come together, which one person may but need not hold. The branch manager acts for the company externally. The responsible representative vouches for the professional side of the trade. A person responsible for the activity of an establishment (in Czechia a provozovna) is appointed for each establishment (Section 17(4)), and an establishment intended for consumers must also be marked with that person’s name (Section 17(8)). The commencement of a trade at an establishment must be notified to the office in advance where the establishment was not already stated in the trade notification, and its closure must always be notified in advance (Section 17(3)).

What we recommend

Before choosing a manager, be clear about which trades the branch will need and what qualifications they require. We prepare the filling of all three roles, the contract with the responsible representative, the trade notifications and the registration application as part of our registered branch in Czechia service. When a company obtains trade authorisation is examined in registered branch: trade authorisation and registration; the differences between the Czech and the Slovak representative are described in responsible representative — Slovakia compared with Czechia.

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.

More legal questions

All questions and answers
  1. Must a Czech joint-stock company have its own website, and what has to appear on it? Yes. Every Czech joint-stock company must, without undue delay after coming into existence, publish on an internet site that is free of charge and easily accessible once the address is entered, the particulars it states on its business documents, together with the further particulars required by law on an ongoing basis. These are chiefly notices of general meetings and the financial statements. A Czech s.r.o. has no such duty unless it sets up a website of its own.
  2. We want to convert our s.r.o. into a joint-stock company, but one member disagrees. Can we do it without them? Yes, unless the memorandum of association requires more. A two-thirds majority of the votes of all members is enough to approve the project for the change of legal form. A member who attended the general meeting, voted against and had that recorded in the minutes together with a request for a draft agreement may, after registration, require the company to buy their shares for adequate monetary consideration.
  3. Our s.r.o. has registered capital of EUR 5,000. What do we do with it if we want to convert it into a joint-stock company? The capital must be increased. A joint-stock company must have registered capital of at least EUR 25,000, and the Act on Transformations provides no exception for a change of legal form. It can be increased by new contributions from the members or out of the company's own funds, retained earnings for instance. Where the increase out of own funds exceeds the existing capital, the financial statements must be audited.
  4. How are ownership interests turned into shares when an s.r.o. is converted into a joint-stock company? Ownership interests are not transferred by agreement; the outcome is determined by the change-of-legal-form project. For each member it must specify the number, nominal value, form, type and class of the shares they will hold after the change. The company does not cease to exist; it merely exists in a new form. After entry in the Commercial Register the shares must be issued, and with certificated registered shares the shareholder list must be delivered to the central securities depository, while book-entry shares require registration of the issue.

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Mgr. Patrik Tulinský, LL.M. Czech and Slovak attorney · SAK 300422 · ČAK 19654

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