Opening a JSC (A.S.) in the Czech Republic
Establishing a JSC (Akciová Společnost, A.S.) in the Czech Republic is a strategic choice for entrepreneurs and investors who want to operate in a transparent, business-friendly European environment. This corporate form, comparable to the Italian S.p.A., is designed for structured companies, offering the ability to raise capital through shares and flexible corporate governance.
What is a JSC and who is it for
A JSC is a joint-stock company in which share capital is divided into shares. It can be founded by a single legal entity or by multiple individuals or legal entities. It is particularly suitable for:
- companies with substantial capital,
- businesses aiming to operate in a transparent and structured way,
- international groups seeking a stable presence in Central Europe.
Required share capital
The minimum share capital depends on the type of share offering:
- Private offering: CZK 2,000,000 (≈ €80,000)
- Public offering: CZK 20,000,000 (≈ €800,000)
At least 30% of cash contributions must be paid at the time of incorporation, while in-kind contributions must be fully covered and certified by an independent expert.
Incorporation procedure
To establish a JSC in the Czech Republic, you must:
- draft the articles of association with a notary,
- open a corporate bank account and deposit the capital,
- obtain a business license (živnostenský list),
- register the company in the Commercial Register,
- create an official company website to publish financial statements, shareholder meeting notices, and other mandatory information (required by law).
Governance structure
A Czech JSC can adopt one of two governance models:
- Dualistic system: general meeting, board of directors, and supervisory board.
- Monistic system: board of directors and statutory director.
Both systems are flexible and can be tailored to the size and needs of the company.
Tax regime and accounting obligations
Joint-stock companies in the Czech Republic benefit from a competitive framework:
- Corporate Income Tax (CIT): 21% since 2024 (previously 19%).
- Dividends to non-residents: subject to 15% withholding tax, unless exempt under participation exemption (PEX) or tax treaties.
- VAT: standard rate 21%, single reduced rate 12% since 2024.
- Mandatory audit: required if, for two consecutive years, 2 out of 3 thresholds are exceeded: assets > CZK 40m, revenues > CZK 80m, or > 50 employees. (Note: new audit thresholds apply from January 1, 2026).
Main differences between Italian S.p.A. and Czech A.S.
| Aspect | Italian S.p.A. | Czech A.S. |
| Minimum capital | €50,000 | CZK 2,000,000 (≈ €80,000, private) / CZK 20,000,000 (≈ €800,000, public) |
| Governance | Three possible systems: traditional, dualistic, or monistic | Dualistic or monistic (statutory choice) |
| Audit | Mandatory if thresholds under Italian Civil Code/TUF are exceeded | Mandatory only if criteria (assets, revenues, employees) exceeded 2 years |
| Legal disclosure | Business Register; notices in Official Gazette or newspaper for meetings | Mandatory corporate website for financials and disclosures |
| Foreign access | No formal restrictions; more bureaucratic procedures | No restrictions; criminal record extract required for directors |
| Taxation | IRES 24% | CIT 21% + 15% WHT on dividends |
Conclusion
The Czech JSC is a solid and competitive corporate form for those aiming to internationalize their business in Central Europe. With higher minimum capital but a more favorable tax regime and flexible governance, it provides a business-friendly framework that can serve as a real competitive advantage for companies and international investors.
