Section 441 (2) of the new Civil Code (Act No. 89/2012 Sb.) provides that, if a special form is required for a legal act, a power of attorney must be granted using the same form. However, this seemingly simple provision will cause major complications for a number of companies, both in terms of time and finances.
The practice will be that, where a public instrument (i.e. a notarial deed) is required for a specific legal act, a power of attorney will have to be granted as a notarial deed. This will apply mainly to resolutions of the sole member/shareholder in matters such as the preparation of the founding deed or resolutions on an amendment to the founding deed for which a notarial deed is prescribed.
The situation would not be that serious if this requirement applied to Czech members/shareholders only. However, it will make things much more complicated for companies with a foreign member/shareholder. As a matter of fact, the power of attorney will have to be granted in the form of notarial deed before a Czech notary in the Czech Republic.
The Ministry of Justice of the Czech Republic is preparing an interpretation statement in order to shed some light on the problem.
