Společnost s ručením omezeným (s.r.o.)

Under Czech law

The s.r.o. is regulated by § 132–§ 242 of the Business Corporations Act (zákon o obchodních korporacích, Act No. 90/2012 Sb.). Shareholders are liable for the company's debts only up to their unpaid contributions as recorded in the commercial register (§ 132 odst. 1); the minimum contribution is a symbolic 1 Kč (§ 142). The company is founded by notarial deed and comes into existence on registration in the obchodní rejstřík — notaries can perform the registration themselves, which is now the standard fast route.

Governance is simple by design: one or more jednatelé as the statutory body (§ 194), shareholders acting through the general meeting (§ 167). The founding document can tailor almost everything — share classes, transfer restrictions, vesting-like arrangements — which is exactly where template documents fail founders.

A practical example

Two founders set up an s.r.o. with 60/40 ownership and a 1 Kč capital each — legally valid, but their bank asks awkward questions and a grant provider requires visible equity. They amend to a modest 100 000 Kč capital. Later, the customised founding deed's reserved-matters clause lets the 40% founder block a dilutive decision — protection a template deed would never have given.

When you need a lawyer

The moment there is more than one founder, an investor, foreign documents, or IP going into the company. Incorporation itself is notary work; the founding deed's content — vesting, deadlock, exits — is legal work that determines who controls the company when things go wrong.