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Rules for the written representation of companies
wednesday, 9 August 2017

As the Code of Companies of the Czech Republic provides for a simplified management structure for limited liability companies, some positions and functions in a Czech company are a real challenge for translators. Since the commercial code obliges company members to sign properly, in the article we present the correct way of defining the persons appointed in the company.

Rules for the written representation of companies

Unless otherwise stipulated in the articles of association, persons representing the company, who are entered in the register, attach to their ordinary signature (in the form of an overprint, stamp or on letterhead) full name, function name and name of the represented company.

The Czech limited liability company does not provide for the appointment of a management board with a specific (appointed) president, vice-presidents and other board members. In terms of rights and obligations, the management board is performed by Unia (when there is one) or Single (when there are more), usually also acting independently.

If the board of a Czech company has one person, the person managing the company should sign the name of the company. Translated into English, the correct term will be CEO, and in German, Geschäftsführer, which is the literal legal equivalent of the word (cf. § 35 (1) of the German Federal Law on GmbH). Besides CEO, Managing Director would be equally valid terms.

In Polish, the term President of the company can be used. In the case of a multi-person management board, each of the persons managing the company shall sign the term Jednatel, which, however, in this case will usually be translated into English as an executive officer, manager or member of board (the last one is the least correct). In the translation into German, the same term is used due to the flat representation. Hence, each of the persons managing the company will use the term Geschäftsführer (cf. §35 (2) of the German GmbH Act).

Most problems with translations into English are caused by a proxy, which is a power of attorney, usually not entered in the company register. A Czech proxy can be translated into English as an authorized agency or an authorized representative or proxy. The correct translation is Registered Agend. The term Prokurist is used in German.

In the case of general partnerships, all partners are in principle entitled to represent the partnership. The company's partner in the signature uses the term Společník, which literally translates as Partner in Polish. In English, the correct term will be General partner. The correct word in German is Gesellschafter.

The least problematic is the limited partnership, which is the oldest form of joint activity. The general partner of the company (Komplementář) is referred to as Komplementär in German. In English, the term General Partner (Limited Partnerships Act 1907, Section 4) is used.

Finally, we remind you that a correct signature determines the validity of an act made.

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