The subject of business as "Production, trade, services not listed in Annexes 1 to 3 of the Trade Licensing Act? NO!

The Supreme Court in its December judgment, file no. 27 Cdo 3391/2023, once again emphasized that the entry in the Commercial Register should be understandable and must reflect the wording of the company's Articles of Association, without general references to the Trade Licensing Register (Trade Licensing Act), documents or the wording of another law. The Supreme Court further specified the opinion on how exactly the subject of business must be defined in the Commercial Register. The Supreme Court thus further deepened the strict assessment of the definiteness of the subject of business.

The indication of the subject of business "Production, trade, services not listed in Annexes 1 to 3 of the Trade Licensing Act" is therefore still incorrect - or rather indefinite, since it does not allow third parties to find out what the actual subject of business of the given company is.

According to the judgment, among other things, considered incorrect or inadmissible registration of the subject of business:

• production, trade, services not listed in Annexes 1 to 3 of the Trade Licensing Act
• within the scope of trades registered in the Trade Licensing Register
• within the scope of fields of activity No. 1–81

If a company lists in the register only a part of the activities defined in the founding legal act (e.g. only some fields of free trade), without this corresponding to the founding legal act, the registration is also incorrect!

The Supreme Court emphasized that the subject of business registered in the public register are the activities determined by the founders (partners, members) of the company in the founding legal act, not their subset consisting of the subjects of business that are selected from the founding legal act by the members of the company's statutory body and notified to the Trade Licensing Office.

Companies should therefore check whether they have correctly registered specific activities in the Commercial register, reflecting the wording of the Company's Articles of Association or, not just impermissible or general formulations.

Do not hesitate to ask us for our assistance in relation to changing the Company's records and Articles of Association.