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Register of beneficial owners: part II – ways of registration into the register of beneficial owners

Dear Clients,

In Part I, we informed about the new duties imposed on entrepreneurs by new RBO Act No. 91/2021 Coll., regulating the Register of Beneficial Owners (the “RBO Act“).

In this Part, we will describe the ways of registration into the Register of Beneficial Owners.

Under the RBO Act, registration in the Register of Beneficial Owners will be made by court or by a notary.

If you go for the registration by court, you must file an application on the prescribed electronic form. The application for registration must be supported by documents proving the facts to be recorded in the Register of Beneficial Owners, unless the recorded information may be ascertained from a public administration information system into which the court has a remote access. Documents proving the status of a beneficial owner or the structure of relationships include in particular:

  • Extract from a public register or a foreign register similar to the public register or the Register of Beneficial Owners;

  • Juridical act aimed at formation;

  • List of shareholders;

  • Decision of a body to pay shares in profits;

  • Shareholder’s representation as to acting in concert;

  • Representation of the registrant or beneficial owner on the status of a beneficial owner or the structure of relationships where they are based on legal facts that cannot be proved even if all efforts which might be reasonably required have been exerted; and

  • Representation of the registrant or beneficial owner on the status of a beneficial owner or the structure of relationships where they are not based on a legal fact.

The important news is that the application for registration may be filed not only by the registrant but also by a person who proves their legal interest in the registration and submits relevant documents together with the application, if the registrant fails to file the application for registration within 15 days from the day the registrant became obliged to do so.

The court fee for the application for registration of a beneficial owner of a business corporation will amount to CZK 4,000.00. In case of a trust, the court fee will be CZK 2,000.00.1 If you file the application for registration before the effective date of the RBO Act, i.e. by 1 June 2021, the fee will be CZK 1,000.00.

Please note that no appeal will be possible against a court decision rejecting the application. In case of rejection, the registrant will have to file a new application for registration.

1 A trustee who provided for registration of a beneficial owner of a trust pursuant to the Public Registers Act as effective before the effective date of the RBO Act will be exempted from the fee for the application for registration of a beneficial owner into the Register which is being filed to provide for compliance of the information on a beneficial owner with the RBO Act; the exemption will only apply for the maximum period of 1 year from the effective date of the RBO Act, i.e. by 1 June 2022.

A trustee who did not provide for registration of any information about a beneficial owner of a trust or a foreign trust into the Register of Beneficial Owners pursuant to the Public Registers Act as effective before the effective date of the RBO Act will be exempted from the fee for the application for registration; the exemption will only apply for the maximum period of 6 months from the effective date of the RBO Act.

A business corporation that provided for registration of its beneficial owner into the Register pursuant to the Public Registers Act as effective before the effective date of the RBO Act no later than by 1 January 2019 if the corporation came into legal existence (was incorporated) by 31 December 2017, or within 15 days from its coming into legal existence if it came into legal existence on 1 January 2018 or later will be exempted from the court fee; the exemption will only apply for the maximum period of 6 months from the effective date of the RBO Act.

A trustee who provided for registration of a beneficial owner of a trust pursuant to the Public Registers Act as effective before the effective date of the RBO Act will be exempted from the fee for the application for registration of a beneficial owner into the Register which is being filed to provide for compliance of the information on a beneficial owner with the RBO Act; the exemption will only apply for the maximum period of 1 year from the effective date of the RBO Act, i.e. by 1 June 2022.

A trustee who did not provide for registration of any information about a beneficial owner of a trust or a foreign trust into the Register of Beneficial Owners pursuant to the Public Registers Act as effective before the effective date of the RBO Act will be exempted from the fee for the application for registration; the exemption will only apply for the maximum period of 6 months from the effective date of the RBO Act.

A business corporation that provided for registration of its beneficial owner into the Register pursuant to the Public Registers Act as effective before the effective date of the RBO Act no later than by 1 January 2019 if the corporation came into legal existence (was incorporated) by 31 December 2017, or within 15 days from its coming into legal existence if it came into legal existence on 1 January 2018 or later will be exempted from the court fee; the exemption will only apply for the maximum period of 6 months from the effective date of the RBO Act.

If you go for the registration by a notary, the registration will be made also upon the application of the registrant or a person who has a legal interest in the registration. Documents which must be submitted together with the application for registration of a beneficial owner of a business corporation can be also submitted in writing. A notary will not have to write a notarial deed as the basis for registration of information in the Register; the notary will only issue a certificate for registration and will make the registration within 3 business days from the receipt of application by remotely accessing the Register.

Upon the registrant’s request, the notary will request all the necessary documents in the absence of which the registry court would (otherwise) reject the application. The registration by a notary is therefore expected to be in many instances more flexible than the registration by the registry court. The notary’s fee for registration will be determined by the amendment of the Notary’s Fees Regulation; based on the Explanatory Memorandum to the RBO Act, the notary’s fee should be still less than the court fee.

If you need help registering the beneficial owner of your company or trust into the Register of Beneficial Owners in order to comply with the duties laid down by the RBO Act, please do not hesitate to contact us. If the beneficial owner of your company or trust is not easy to ascertain, we will be happy to assist you with this as well.

Mgr. Alexandra Kábrtová, Junior Attorney
JUDr. Vladimíra Pajerová, Attorney
AK Pajerová s.r.o.
16 April 2021

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