Requirements on Business Documents

Just as in the Commercial Code (Act No. 513/1991 Coll.), entrepreneurs areobliged to identify themselves properly on their business documents also according to the new Civil Code (Act No. 89/2012 Coll.).

According to Sec. 435 of the new Civil Code, entrepreneurs have to state the following data on their business documents: name (corporate name), registered office and identification number. If an entrepreneur is registered in the Commercial Register or any other public register, he/she shall also state details about this record; in case of the registration in the Commercial Register the designation of the register court, the section and the number under which the entrepreneur is registered shall be indicated.

Contrary to the Commercial Code, the Civil Code does not specify which documents are considered to be business documents. According to Article 4 of Council Directive 68/151/EEC, the above mentioned data have to be stated only on orders and letters. On the basis of this article, it could be deduced that only orders and letters are business documents within the meaning of the Civil Code.

According to Sec. 24 of the Act on Offences (Act No. 200/1990 Coll.), if an entrepreneur – individual – omits stating the required data on orders, invoices, contracts and letters, he/she commits an offence and may be fined up to 50.000,- CZK or his/her business activities may be prohibited up to 1 year. We consider this provision discriminating against entrepreneurs – individuals. We also have doubts about the legal validity of this provision because it refers to the Commercial Code which is not legally binding any more.

Nevertheless, we still recommend respecting the provision of Sec. 24 of the Act on Offences and stating the above mentioned data also on e-mails, invoices or contracts.

Joint stock companies are required to state the above mentioned information on their website without undue delay after their formation and update them regularly. Other entrepreneurs have to publish their name and registered seat only if they have a website.

If limited liability companies, joint stock companies or cooperatives also state details about their registered capital, this information shall relate only to the capital which was subscribed and paid in.