Changing and removing the authorised person in the RPVS

An authorised person is not simply an adviser a company retains for peace of mind — it is a statutory role without which an entry in the Register of Public Sector Partners cannot function. Only that person may file applications, and the register permits only one at a time. When your existing authorised person stops acting, neglects the administration or simply loses your trust, replacement is the only option.

When the authorised person changes

Common situations in practice include the existing authorised person having themselves removed from the register, leaving the company facing a deadline; a company with a pending qualified complaint or court request needing someone to defend the entry; a group consolidating advisers after an acquisition; or discovery that beneficial owner identification in a foreign ownership structure stopped at the first layer. Another, more everyday reason is annual verification being left until the last moment or not done at all, with the company learning about the state of its entry from formal requests rather than its authorised person.

Where the previous authorised person is removed at their own request, the law is clear:

“If an authorised person is removed at their own request, the public sector partner must secure registration of a new authorised person no later than 30 days after removal, including verification of beneficial owner identification under § 11(2)(b).” — § 10(2) of Act No. 315/2016 Z. z.

Missing the deadline is no mere formality: if the partner is more than 30 days late in securing a new authorised person, the other contracting party acquires a right to withdraw from the contract.

Takeover review — our first step

Before filing anything, we assess whether the existing verification document can withstand scrutiny and whether the entry matches the actual ownership structure. The result is written — we put it in writing even if we find a problem. If the document is defective, you hear it from us before the registry court.

This protects both parties rather than being an optional extra. The authorised person guarantees payment of a fine imposed on a statutory officer if registered at the time of the breach, and is released only by proving professional care. A lawyer who takes over an entry without checking also blindly takes on that risk — and the client learns of the problem at the worst possible time.

Taking over an inherited problem

A pending qualified complaint, a request from the registry court, missed annual verification. In complaint proceedings, the partner bears the burden of proof: it must credibly demonstrate that the registered information is true and complete, otherwise the court orders removal — except for infringements of negligible severity. Removal is therefore not automatic and can be defended against, particularly where the defence is prepared by an authorised person who has freshly examined the structure when taking over.

One point must be made openly: proceedings will conclude even if the company voluntarily has itself removed in the meantime — removal is no escape. The consequences are severe: two years without the possibility of re-registration and disqualification of the statutory officer under the Commercial Code. This is precisely why taking over makes sense as soon as a problem emerges, rather than after a decision has been made.

Foreign ownership structures — correcting identification that stopped at the first layer

A beneficial owner is always a natural person who actually controls the partner — not the first company in the structure. For a Czech or other foreign parent company, the investigation must therefore go further: who owns it, who can appoint its governing bodies and who acts in concert. Taking over provides a natural opportunity to do this work properly — and groups with Czech entities benefit from our ability to read Czech registers and documents directly, as we are also admitted to the Czech Bar Association.

What remains unaffected

Replacing the authorised person does not remove the partner. Its entry remains in the register, public sector contracts continue and its eligibility to receive performance is uninterrupted. The new authorised person files the application to register the change together with verification of identification, exclusively electronically — the law requires neither consent nor cooperation from the predecessor. Cooperation speeds up the process; its absence does not stop it.

Replacement is followed by the regular annual service cycle described on our RPVS registration and authorised person services page — verification as at 31 December, notification to the registering authority and monitoring events requiring verification during the year.