Practical legal guide

Czech lawyer for an American business: entering the Czech market

A US company usually enters the Czech Republic through a subsidiary s.r.o. or a registered branch. A Czech lawyer sets it up, registers the beneficial owners and checks contracts under Czech law.

Describe your case

Short answer

Most US companies set up a Czech subsidiary as an s.r.o. (limited liability company), which can be founded with share capital from CZK 1 by a notarial deed and is registered in the Commercial Register (Act No. 90/2012 Coll.). The alternative is a branch (odštěpný závod) of the US company, which is not a separate legal person, so the US company answers for its debts. The company must record its beneficial owners in the register of beneficial owners (Act No. 37/2021 Coll.). A Czech lawyer can handle the set-up remotely and review your contracts under Czech law.

Quick answers

How does a US company set up in the Czech Republic?
Usually by founding a subsidiary s.r.o.: share capital from CZK 1, a notarial deed and registration in the Commercial Register. A branch of the US company is the alternative, but the parent is then liable for its debts.
Can it all be done remotely?
Mostly yes. A Czech lawyer with a power of attorney can prepare and file the documents. US corporate documents usually need an apostille and a certified Czech translation.
Do we have to register beneficial owners?
Yes. Every Czech company records its beneficial owners in the register of beneficial owners under Act No. 37/2021 Coll. For a US subsidiary these are usually the people who ultimately control the US parent.

When this situation arises

  • Your US company wants to sell, hire or open an office in the Czech Republic
  • A Czech customer or distributor sent you a contract under Czech law
  • You need a Czech entity to sign leases, open a bank account or employ staff

What options do you have

Subsidiary s.r.o.

A separate Czech company that limits the parent's liability. Needs a managing director (jednatel), a registered office and accounting under Czech rules.

Branch of the US company

Registered in the Commercial Register but not a separate legal person; the US company is liable for its obligations.

No entity yet

Selling to Czech customers under a well-drafted contract can come first; a lawyer checks governing law, jurisdiction and payment terms.

Recommended step-by-step process

  1. 1.

    Decide the structure

    Subsidiary or branch, depending on liability, tax and how many people you will employ.

  2. 2.

    Founding documents

    The lawyer prepares the notarial deed and the documents from the US parent; US documents usually need an apostille.

  3. 3.

    Registered office and bank account

    The company needs a Czech registered address and a bank account for the share capital.

  4. 4.

    Commercial Register and beneficial owners

    Registration in the Commercial Register and recording the beneficial owners.

  5. 5.

    Tax and employment set-up

    Tax registration, and social and health insurance registration if you hire.

What documents to prepare

  • US parent's certificate of incorporation and good standing, with apostille
  • Board resolution approving the Czech entity
  • Details of the future managing director
  • Planned registered office address
  • Draft contracts with Czech customers or distributors

Common mistakes

  • Using a US contract template that ignores mandatory Czech consumer or employment rules
  • Forgetting to register beneficial owners
  • Not checking the data box, where Czech authorities send official letters

Risks and important deadlines

Data box

Letters delivered to the company's data box count as received after ten days even if nobody opens them.

Beneficial owners

Missing or wrong beneficial owner records can block company decisions and bring fines.

Estimated costs

Notarial and registration fees for the s.r.o. plus the lawyer's fee, agreed in advance. Ask for a written estimate covering set-up and the first year.

When it's worth contacting a lawyer

Before you sign a Czech lease or contract, before hiring, and when deciding between a subsidiary and a branch.

Describe your case

Frequently asked questions

Can our contracts stay under US law?

Business-to-business contracts can usually choose the governing law, but mandatory Czech rules still apply to consumers, employees and Czech real estate. A Czech lawyer checks what has to follow Czech law.