Agentura práce v ČR

Commercial agency agreement in Czech Republic: Legal guide

Autor Publikace: Mgr. Petr Uklein Datum:

Commercial Agency in Czech Republic: Rights and Obligations

Commercial agency is one of the most important forms of business representation in Czech Republic. Whether you’re looking for a commercial proxy (prokura) or an agent, understanding the legal framework is essential for your business.

 

What Is Commercial Agency?

Commercial agency (obchodní zastoupení) exists when one person (principal) authorizes another (agent) to negotiate and conclude contracts on their behalf. The agent acts independently but for the benefit of the principal.

Key Features:

  • Independence - agent operates independently
  • Continuity - typically long-term relationship
  • Territorial scope - often limited to specific territory or market
  • Remuneration - usually commission-based

 

Legal Framework

Commercial agency in Czech Republic is governed by the Commercial Code (Živnostenský zákon) and related regulations. Key aspects include:

Registration Requirements

Commercial agents must be registered in the Commercial Register and may require specific licenses depending on the industry. Learn more about business registration requirements.

Contractual Relationship

The relationship between principal and agent is governed by a written agency agreement that should specify:

  • Scope of authority
  • Territorial limitations
  • Commission rates and payment terms
  • Duration and termination conditions
  • Non-compete clauses

 

Rights of Commercial Agent

Right to Commission

The agent is entitled to commission for all transactions concluded during the agency period. Commission rates are typically 5-15% depending on industry and transaction value.

Right to Information

The principal must provide the agent with all necessary information for executing the agency, including product details, pricing, and market conditions.

Right to Indemnity

Upon termination, the agent may be entitled to indemnity for customer relationships built during the agency, if the principal continues to benefit from those relationships.

 

Obligations of Commercial Agent

  • Loyalty - act in principal’s best interests
  • Notification - inform principal of all material facts
  • Confidentiality - protect trade secrets
  • Performance - exercise due care in negotiations

Non-Compete Obligation

During the agency and for a reasonable period after, the agent typically cannot compete with the principal in the same market. This must be contractually specified.

 

Termination of Agency

Agency agreement can be terminated by:

  • Agreement of both parties
  • Notice period - typically 1-3 months
  • Breach of contract - by either party
  • Death of agent - in some cases
  • Insolvency - of either party

Unjustified termination may give rise to compensation claims. For information on termination of business relationships, consult a lawyer.

 

FAQ

Q: Do I need a written contract for commercial agency?

Yes. While some aspects can be oral, a written contract is strongly recommended to avoid disputes and clearly define rights and obligations.

 

Q: What commission rate is standard for commercial agents?

Commission rates vary by industry, typically ranging from 5-15% of transaction value. Some agencies use fixed fees plus commission.

 

Q: Can a commercial agent work for multiple principals?

Yes, unless the agency agreement exclusivity specifies otherwise. However, the agent must disclose any conflicts of interest.

 

Q: What happens if the principal goes bankrupt?

The agency relationship typically terminates and the agent becomes a creditor for unpaid commissions and indemnity claims.

 

Q: Is non-compete enforceable after termination?

Yes, if contractually specified and reasonable in scope (territory, time, activity). Courts generally enforce non-compete clauses that protect legitimate business interests.

 

Conclusion

Commercial agency is a flexible business arrangement with significant legal implications for both parties. Proper contractual framework, clear commission structures, and termination provisions are essential. Our law firm ModerniPravnik.cz helps businesses with commercial agency agreements and disputes.

 

Need help with commercial agency? We’re here for you.

 

Author: Mgr. Petr Uklein, Managing Attorney, ModerniPravnik.cz Law Firm

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Asset deals as a strategic alternative to share acquisitions in the Czech Republic

Asset Deals in the Czech Republic: Risk and Value for Investors

Autor Publikace: Mgr. Barbora Janáčková Datum:

Asset Deals in the Czech Republic: Structuring Risk and Value for Investors

 

Asset deals are a core acquisition structure used by CEE investors, private equity funds and strategic buyers entering the Czech market. Compared to share deals, asset deals allow a significantly higher degree of risk control, structuring flexibility and investment protection. When properly designed, they can be a decisive factor between a high-performing investment and a problematic acquisition.

 

This article provides an investor-driven overview of asset deals in the Czech Republic, focusing on risk allocation, structuring considerations and typical transaction scenarios encountered by international buyers.

 

Asset deal vs. share deal: the investor’s perspective

 From an investor’s standpoint, the key distinction between an asset deal and a share deal lies in the scope of assumed liabilities and historical exposure.

 

In a share deal, the investor acquires the target company together with its entire legal history, including unknown or contingent liabilities, regulatory exposure and legacy contractual risks. Asset deals, by contrast, enable the investor to selectively acquire value-generating assets while contractually excluding unwanted risks.

 

This structural flexibility makes asset deals particularly attractive for cross-border investors operating in unfamiliar legal environments.

 

When investors typically prefer asset deals in the Czech Republic

 Asset deals are commonly used in the Czech market in the following scenarios:

 

Distressed and special situation acquisitions

Asset deals are frequently employed in distressed M&A transactions, insolvency sales and restructuring scenarios. Czech law allows for efficient transfers of businesses or parts thereof, while significantly limiting the buyer’s exposure to historical liabilities.

 

Carve-outs and platform investments

Where only a division, project or business line is being acquired, an asset deal is often the only viable structure. It allows investors to isolate revenue-generating assets and integrate them into an existing platform structure.

 

Entry into regulated or high-risk sectors

In sectors such as manufacturing, energy, healthcare or technology, asset deals allow investors to mitigate regulatory and compliance risks by carefully defining the scope of transferred permits, licenses and obligations.

 

Key legal structuring considerations

Unlike share deals, asset deals in the Czech Republic involve multiple parallel transfers governed by different legal regimes. Key aspects include:

 

  • precise identification of transferred assets and excluded liabilities,
  • transfer of contracts and commercial relationships (often requiring third-party consent),
  • transfer of employees under Czech labour law,
  • intellectual property assignments and licensing,
  • regulatory approvals and notifications.

 

A critical structuring decision is whether the transaction qualifies as a transfer of an enterprise or part of an enterprise, which has significant implications for liability transfer.

 

Tax implications from an investor standpoint

Asset deals often provide tax advantages for buyers, particularly the possibility to depreciate acquired assets at their fair market value. This can materially improve post-acquisition cash flow and overall investment returns.

 

However, asset deals may trigger VAT or other transaction taxes and require careful allocation of purchase price among asset categories. Early tax structuring is therefore essential.

 

Common pitfalls international investors underestimate

From practical experience, international investors most frequently underestimate:

  • the complexity of contract transfers and consent requirements,
  • employee-related risks and mandatory transfers,
  • regulatory continuity in licensed businesses,
  • timing and execution risks caused by multi-step transfers.

 

These issues can materially affect transaction timelines and integration strategies if not addressed early.

 

Why local legal structuring expertise matters

 For CEE investors, private equity funds and strategic buyers, local legal expertise is not merely a compliance requirement but a value creation tool. Proper asset deal structuring directly impacts risk exposure, investment returns and exit optionality.

 

Experienced local counsel can:

  • design a risk-aligned transaction structure,
  • identify hidden liabilities during due diligence,
  • negotiate investor-friendly risk allocation mechanisms,
  • ensure regulatory and contractual continuity of the business.

 

How we support investors in asset deal transactions

At ModerniPravnik.cz, we advise CEE investors, private equity funds and strategic buyers on Czech M&A transactions with a strong focus on asset deal structuring.

 

Our services include transaction structuring, legal and tax due diligence coordination, drafting and negotiation of asset purchase agreements, regulatory and labour law support, and transaction execution management.

 

If you are considering an acquisition in the Czech Republic and evaluating whether an asset deal is the optimal structure, we would be pleased to assist.

 

Author: Mgr. Barbora Janáčková, Legal Counsel, ModerniPravnik.cz

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Asset deal jako alternativa ke koupi společnosti

Asset Deal vs Share Deal in Czech Republic: Complete Guide

Autor Publikace: Mgr. Petr Uklein Datum: with 0 Comment

Asset Deal vs Share Deal in Czech Republic: Complete Guide

Asset deal and share deal represent two fundamental structures of mergers and acquisitions in Czech Republic. The choice between them fundamentally affects the legal, tax, and commercial aspects of the entire transaction. While share deal means transferring shares or equity in a company, asset deal consists of transferring individual assets and liabilities. In this comprehensive guide, we will explain when a transaction structured as asset deal can be more suitable than share deal and what legal risks must be considered.

What is Asset Deal and How Does It Work?

An asset deal represents a transaction structure in which the company itself is not transferred, but selected assets and possibly liabilities are transferred. Typically, this involves transferring real estate, technologies, contracts, employees, trademarks, or know-how.

Unlike a share deal, the buyer does not acquire the business share or shares in the target company, but acquires only specific assets. Consequently, an asset deal allows parties to precisely define what is the subject of the transfer and what risks the buyer assumes.

From a legal perspective, it involves a set of individual transfers governed by various legal regimes, particularly civil law, labor law, intellectual property law, and public law regulations.

Asset Deal vs Share Deal: Fundamental Differences

The choice between asset deal and share deal is one of the most fundamental strategic decisions in M&A transactions.

In a share deal, the buyer enters into all rights and obligations of the company, including historical liabilities, disputes, or tax risks. In contrast, an asset transaction allows risks to be significantly better separated and limited.

The key differences include particularly:

  • Scope of assumed liabilities
  • Legal continuity of the company
  • Tax implications of the transaction
  • Complexity of transfer documentation
  • Relationship with employees and contractual partners

When is Asset Deal More Advantageous?

An asset deal is particularly advantageous when the buyer is interested only in specific assets of the company, such as real estate, intellectual property, or specific contracts. Furthermore, it allows avoiding historical liabilities of the company. Similarly, it is suitable when the target company has significant hidden risks or uncertain legal status.

Additionally, an asset deal may be preferred when the buyer wants to maintain flexibility in selecting which contracts and employees to take over. Meanwhile, it provides better protection against unknown debts or legal disputes.

Acquisition of Risky or Indebted Companies

If the target company has historical liabilities, ongoing legal disputes, or tax risks, an asset transaction allows the buyer to acquire only selected assets without these encumbrances.

Insolvency or Restructuring

In insolvency situations, asset deal often serves as a tool for selling a factory or its part, while the buyer minimizes liability for the debtor past.

Carve-out Transactions

In the case of carve-out transactions, where only part of the business is the subject of sale, this model is practically essential.

Tax Optimization for the Buyer

An asset deal may enable tax depreciation of acquired assets at fair market value, which represents a significant advantage compared to share deal.

Legal Specifics of Asset Deal

An asset deal is legally more complex than share deal because it requires separate transfer of each asset. This process typically includes:

  • Real estate transfers in the Land Registry
  • Contract assignments with third-party consents
  • Employee transfers according to Labor Code
  • Intellectual property transfers
  • Transfer of permits and licenses

Key Legal Risks of Asset Deal

Despite its advantages, an asset deal also carries certain legal risks that must be carefully considered.

First, transfer of certain assets requires specific legal acts, such as real estate transfer agreements or contract assignments. Second, employee transfer requires compliance with labor law regulations, including notification obligations and potential severance payments.

Moreover, some contracts may contain change of control clauses that are triggered by asset deals. Consequently, third parties may have the right to terminate agreements.

In addition, tax implications of asset deals are often more complex than share deals, and proper structuring is essential to optimize the tax burden.

Advantages of Share Deal

A share deal, on the other hand, offers several significant advantages. The buyer acquires the entire company with all its assets and liabilities, maintaining business continuity. Meanwhile, contractual relationships remain in force without the need for re-negotiation.

Furthermore, a share deal is typically less complex from a documentation perspective. Additionally, it allows the buyer to benefit from accumulated tax losses and other tax attributes of the company. Therefore, it is often preferred when acquiring a running business with established processes and relationships.

Tax Implications in Czech Republic

Tax treatment significantly differs between both transaction types in Czech Republic. In an asset deal, each asset is transferred at its fair market value, potentially triggering income tax and VAT obligations. Meanwhile, share deals are generally more favorable from a tax perspective, as the transfer of shares is usually subject to lower taxation.

Consequently, proper tax planning is essential for both transaction types. Furthermore, consultation with tax advisors is recommended to optimize the tax structure and ensure compliance with Czech tax laws.

How to Choose the Right Structure

The choice between asset deal and share deal depends on several factors. First, consider the nature of the target business and which assets are truly valuable. Second, evaluate the existing liabilities and risks associated with the company. Third, analyze tax implications and their impact on the overall transaction cost.

Additionally, consider the timeline and complexity of the transfer process. Meanwhile, take into account the needs of employees and contractual partners. Subsequently, make a decision based on a comprehensive analysis of all these factors.

Conclusion

Both asset deal and share deal have their specific advantages and risks. The choice depends on the specific circumstances of each transaction, the nature of the target company, and the objectives of the buyer. Therefore, thorough due diligence and professional legal advice are essential for a successful transaction in Czech Republic.

Do you need professional assistance with M&A transactions? Contact our law firm at modernipravnik.cz. Our experts will provide you with comprehensive legal advice tailored to your specific situation.

Author: Mgr. Petr Uklein

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Lawyer Petr Uklein - M&A Czech Republic
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FAQ - Frequently Asked Questions

What is the main difference between asset deal and share deal?

In an asset deal, you purchase specific assets of the company. In a share deal, you purchase the shares of the company itself, acquiring the entire business including all assets and liabilities.

Which is better for tax purposes in Czech Republic?

Share deals are generally more tax-efficient as the transfer of shares is typically subject to lower taxation than individual asset transfers.

What are the risks of an asset deal?

Key risks include: complex transfer documentation, potential third-party consent requirements, and employee transfer obligations.

Can I choose which contracts to take over in an asset deal?

Yes, one advantage of asset deals is flexibility in selecting which contracts and assets to acquire.

What happens to employees in an asset deal?

Employees transfer with the business under Czech labor law, but specific conditions must be met.

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Regulation and legal framework for ART tokens and crypto assets under EU MiCA

How to launch an ART Token in the EU under MiCA - legal guide

Autor Publikace: Mgr. Petr Uklein Datum:

ART Tokens under the EU MiCA Regulation

What is an Asset-Referenced Token (ART)? Asset-Referenced Token (ART) is a crypto-asset designed to maintain stable value by referencing official currencies, commodities, or financial instruments. Examples: EUR stablecoins, commodity tokens, multi-asset baskets.

 

Authorization Requirement for ART Issuers in the EU

Legal Fact (since June 30, 2024):

Any public ART offering in the EU requires formal authorization from your national regulator (Czech National Bank in Czechia). Operating without it = criminal prosecution, asset seizure, shutdown, personal liability.

This requirement applies regardless of whether the issuer is established in the EU or offers the token cross-border to EU residents.

Consequences of Issuing an ART without Authorization

Operating an ART without the required authorization exposes the issuer and its management to significant legal and financial risks, including criminal prosecution, asset seizure, shutdown of operations, and personal liability of responsible individuals.

 

Authorization Process in Practice

MiCA authorization for ART issuers requires the preparation and submission of a comprehensive application to the competent national authority.

MiCA requires 13 categories of documents (white paper, governance, policies, ICT, AML, reserves, etc.). Missing one document = rejection + 6-month resubmission delay.

The authorization process typically takes between 3 and 6 months, depending on the complexity of the business model and the quality of the submitted documentation.

 

Common Issues Identified During Authorization Proceedings

In practice, regulators regularly identify recurring issues in ART authorization applications.

Incomplete or Deficient Documentation

  • MiCA requires 13 categories of documents (white paper, governance, policies, ICT, AML, reserves, etc.)
  • Missing one document = rejection + 6-month resubmission delay

Incorrect Regulatory Classification

  • Wrong capital classification (Class 1 €50K vs. Class 2 €125K)
  • “Non-custodial” wallet inadvertently classified as custody
  • Redesign = €20K-€50K + 2-3 months delay

Regulatory Risk Indicators

  • Vague white paper risk disclosures
  • Inadequate management team experience
  • Insufficient ICT/DORA compliance
  • Unrealistic financial projections

Total DIY Cost: €650,000-€2.4M (rejection, delay, lost revenue).

 

Practical Experience with ART Authorization

ModerniPravnik.cz specializes in MiCA licensing with:

  • 13 years of crypto regulation expertise
  • 7 specialized lawyers in Czech Republic
  • Global clients across EU, Asia, North America
  • Deep relationships with Czech National Bank & EU regulators
  • Proven track record of successful ART & CASP authorizations
  • Understanding of both written requirements and unwritten regulatory expectations

We know what regulators want because we’ve done this repeatedly.

 

Typical Structure of an ART Authorization Project

The authorization process is typically structured into the following phases:

Phase

Duration

Description

Strategic Planning

Weeks 1-2

Assess business model, capital needs, regulatory path

Documentation

Weeks 3-8

Prepare 13 document categories

Submission

Week 9

File complete application to CNB

Completeness Review

Weeks 10-12

Monitor CNB review; respond to questions

Substantive Assessment

Weeks 13-16+

Manage regulatory dialogue

Decision

Weeks 17-20

CNB authorization issued

 

Documentation Typically Required

  • White paper (with mandatory risk disclosures, reserve composition, redemption procedures)
  • Legal opinions (token classification)
  • 3-year business plan & financial projections
  • Governance & management documentation (fit & proper for each board member)
  • Reserve asset management policy (custody, segregation, insurance)
  • ICT security & DORA compliance documentation
  • AML compliance procedures
  • Risk management & business continuity plans
  • Third-party service agreements

Conclusion

Fewer than 100 ART issuers are currently licensed across the entire EU. A Czech National Bank authorization serves as a trust signal and allows EU passporting to more than 30 countries from a single license.

Unregulated competitors will eventually be forced offline, and the early-mover advantage is closing fast as hundreds of applications are expected in the coming months.

 

Schedule Your Free Consultation Today

If you are considering launching an Asset-Referenced Token (ART) in the EU, we offer a confidential 1:1 consultation to help you understand the regulatory requirements and plan your next steps. During the consultation, we will:

  1. Understand your ART concept and objectives.
  2. Assess regulatory requirements specific to your model.
  3. Outline a clear documentation roadmap.
  4. Provide a detailed timeline and cost estimate.

The consultation is completely free and carries no obligation. Contact us to schedule your consultation.

 

Author: Mgr. Petr Uklein, CEO & Founder, ModerniPravnik.cz, Specialising in MiCA Licensing, ART Issuance, & Crypto-Asset Compliance 

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Debt collection laws in the Czech Republic 2025

Debt Collection in Czech Republic 2025

Autor Publikace: Mgr. Petr Uklein Datum:

Debt Collection in the Czech Republic: How to Recover Your Money in 2025

You feel defrauded. You feel dishonest. We know exactly how you feel. Your debtor promised to pay tomorrow, next week, or next month. But now? He has stopped communicating completely.

He is not replying to your messages, emails, or phone calls. You are far away, but he is in the Czech Republic. You might be worried that your money is lost forever or that the Czech legal system is too complex to navigate from abroad.

Do not give up. With the right strategy, the law is on your side.

 

The “Ghosting” Debtor: Why you need to act fast

The worst feeling is uncertainty. Is the debtor just ignoring you, or do they genuinely have no money? In the Czech Republic, time is money-literally.

According to Czech law, the general statute of limitations is three years. If you wait too long hoping for a voluntary payment that never comes, your right to enforce the debt in court may expire. Furthermore, effective from January 1, 2025, new rules regarding wage deductions and unseizable amounts have been introduced, making the calculation of recoverable debts more complex. You need a partner who understands these current regulations.

 

Don’t Sue Blindly: The “Mini Audit” Strategy

Many foreign creditors make the mistake of immediately filing a costly lawsuit without checking the debtor’s situation. This can be a waste of money if the debtor has no assets.

At ModerniPravnik.cz, we start with a smart, low-cost step: the Mini Audit. For a starting fee of approximately €150, we perform a background check that includes:

  • Insolvency Check: We verify if the debtor is in insolvency proceedings.
  • Execution Registry: We check if there are already forced debt collections against them.
  • Asset Tracing: We look for immovable property (real estate).

Why is this crucial?

If the debtor is already in deep debt or insolvency, a standard lawsuit might not be the best path. However, if they have assets or an income, we proceed to the next step immediately.

 

The Legal Process: Speed is Key

Execution: Getting Your Money Back

If the Mini Audit shows the debtor has funds, we move to the Pre-litigation Notice. This is a mandatory step. Sending this notice gives the debtor a final chance to pay, but more importantly, it is a legal requirement if you want the court to order the debtor to pay your legal costs as well.

The “Payment Order”

We don’t want to drag you through years of court hearings. In many cases, we utilize a specific tool in Czech law called the Payment Order. The court can issue this order without a hearing. Once delivered, the debtor has only 15 days to pay the debt plus costs or file an objection. If they do nothing, this order becomes as powerful as a final judgment.

 

Execution: Getting Your Money Back

Once we have a judgment, if the debtor still refuses to pay, we initiate execution. In the Czech Republic, we can recover debts through:

  • Wage Deductions: Directly taking a portion of their salary (subject to 2025 limits).
  • Bank Account Freezing: Seizing funds directly from their bank accounts.
  • Sale of Property: Selling their movable or immovable assets.

Our goal is to recover not just the principal debt, but also the interest and the legal service fees.

 

Why Choose ModerniPravnik.cz?

We have been established on the Czech market for more than 13 years. Our team of 7 lawyers specializes in helping foreign clients navigate local laws.

We understand that you want your money back, not more bills. We are here to bridge the distance between you and your debtor.

 

Contact us today

Are you dealing with a non-paying debtor in the Czech Republic? Don’t let the statute of limitations run out. Send us the details, and let’s start with a Mini Audit to see where you stand.

 

Autor: Matěj Šedivý, právní praktikant a Mgr. Vojtěch Ruta, advokátní koncipient

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trust fund serves not only the rich asset protection

Trust: How to Protect and Pass on Assets (trust in Czech and EU)

Autor Publikace: Mgr. Petr Uklein Datum:

Trust fund: How to protect and transfer property in the Czech Republic (trust)

A trust fund (the “fund”) is a legal instrument that, since 2014 in Czech and in continental Europe and EU, has enabled the protection of property from creditors and intergenerational preservation of property. It allows the separation of your property from your ownership and its entrustment to independent management in the so-called ownerless property regime.

It is most often established by entrepreneurs who want to protect their hard-earned wealth and protect themselves in the event that, God forbid, the business fails. This ensures that the property of the trust fund is not affected by execution or insolvency.

The fund is also established by people who want children or their representatives (spouse, etc.) to be unable to sell, devalue, etc. the property intended for the children. The key is that separate and independent ownership is created that is not the property of you (the founder), nor the administrator, nor the beneficiary. It actually stands alone as if without an owner. Is managed and acted as the owner by the fund administrator.

This structure proves particularly effective for protecting family assets, planning intergenerational succession, and ensuring long-term property management. The concept gained prominence among the rich and powerful, such as Andrej Babiš (Czech prime minister).

 

Why should you consider a trust fund?

You should consider a trust fund primarily because it represents a reliable and robust mechanism for protecting and separating assets from your person. The administrator retains full control over it for life. But creditors cannot get hold of it, nor will it fall into divorce or inheritance proceedings. By separating assets from your personal assets, you reliably protect them from risks associated with business. This includes possible executions or insolvency proceedings.

Furthermore, a trust fund is an extremely effective tool for intergenerational transfer. It allows you to organize property relations during your lifetime. And ensure a smooth transfer of assets without the need for lengthy inheritance proceedings. At the same time, the fund creates a legal structure with clear rules. These rules define in detail the terms of asset management and performance for your loved ones. It helps prevent family disputes. And also prevents the assets from being scattered by children or their representatives, because they technically do not belong to them.

 

How a trust fund works and who manages it - step-by-step instructions

Step 1 - contact us, we are experts in trust funds, we have already established many of them, with us you will have the best service.

Step 2 - Establishing a trust fund by signing a notarial deed (ND). Trust fund is done by setting aside assets and entrusting these assets to a trustee for a specific purpose by contract or by acquiring them in the event of death, in the form of a notarial deed, where we will describe all this.

Come to our office and we will prepare everything for you with a cooperating notary. Due to the costs of the ND itself, we recommend transferring only one property to the fund. And donating the others with our professional donation contracts. The fund itself is created on the date of entry in the trust fund register. Except in the case where the fund is established by acquisition in the event of death - in which case it is created upon the death of the testator.

And how it works?

The founder is you, who establishes the fund, allocates the assets and issues the statute in the form of a trust deed. After the assets are allocated, you lose ownership rights to them by registration in the land register. But you typically retain a certain degree of control through the right to supervise the management of the fund. Or you are the trustee yourself (we recommend).

The trustee is the key person who exercises ownership rights to the assets in the fund in his own name. But on behalf of the fund. The assets of the fund are not his property. This ensures that he is not subject to his personal obligations. We recommend that the trustee be entrusted with full management. This also includes the reproduction of the assets.

Another important person is the Beneficiary. The beneficiary is a person who is to be paid from the fund according to the conditions set out in the statute. Typically paid, for example, a financial amount as a share of the rent, etc. The beneficiary can be granted either the right to the fruits and benefits (e.g. rent, dividends). Or the right to the property itself from the fund. This is not recommended because its value is being reduced and should be increased.

The fund’s basic and regulatory document is the Statute. Which is issued by the founder in the form of a notarial deed (ND). The Statute is a kind of “constitution” of the fund and must contain minimum legal requirements. These include the name of the fund. The definition of the purpose and designation of the beneficiary or the method of its designation, methods of administration, etc.

 

Tax aspects that you should know

For income tax purposes, the fund is considered a separate taxpayer of corporate income tax and is subject to the standard rate. Taxation of benefits to beneficiaries has its own specific rules. Since the fiction applies that it is first paid from the fund’s profit and only then from the other assets of the fund. If it is paid from the fund’s profit, such income to the beneficiary is considered income from capital assets. And is subject to a withholding tax of 15% for individuals.

However, the key tax advantage is the exemption from any form of inheritance tax. The beneficiary’s free income from assets that have been allocated to the fund by acquisition in the event of death is exempt from personal income tax. And you also avoid huge notary fees calculated on the value of the inheritance. Especially if you plan to pass on larger assets.

This arrangement significantly increases the attractiveness of the fund for inheritance planning. And the effective low-cost transfer of assets to subsequent generations and their effective protection. It is also important that the allocation of assets to the fund (by acquisition in the event of death or by acquisition in the event of death) is viewed for income tax purposes as a contribution to a business corporation. Which essentially means that the founder would not be taxed upon the contribution itself.

 

Is a trust fund right for you? Advantages and risks

A trust fund is not a universal solution and is most advantageous for managing larger assets.

Advantages:

  • Protection and separation of assets: The assets are separated from personal assets and are protected from risks such as business (execution, insolvency).
  • Be the administrator, you still have full control over the assets,
  • Set aside full management, you can continue to expand the assets, sell them, etc. when you see fit,
  • Flexibility in transfer: Allows for precise setting of the conditions and time horizon of fulfilment (unlike immediate inheritance), you can set the time horizon, e.g. children will receive real estate only after reaching the age of 25 or until their children, until then rent, etc.
  • Security for the future: It will secure the financial needs of your loved ones in the long term, you will prevent a sale, which is otherwise limited to a maximum of your lifetime.
  • Low costs and long-term value: Establishment and administration are simple, quick and inexpensive. Our experienced lawyers will guide you every step of the way. The price for a comprehensive establishment is around 50-75,000 CZK + VAT including notary and administrative fees and can be prepared within a week and transferred within a month (cadastral period of at least 21 days in the case of real estate, this is what we do most often).

 

Minor disadvantages:

  • Sometimes complications of direct creditworthiness from banks as a sole proprietorship: By separating the property, you lose direct ownership in the eyes of bank, which bothers some banks if you want to use the property as base for collateral. Usually, however, the banks have not had a problem with this, only once.
  • Minor administrative burden: It is necessary to keep accounts, file tax returns, but since you already know everything well and know that it is not a problem with an accountant, because you already have active companies, so it will not be a problem.

 

What to watch out for: Protection from creditors and abuse

Although the fund provides asset protection, this protection is not absolute. It can be breached in cases where the asset allocation was made with the intention of harming the creditor, e.g. just before the commencement of foreclosure. The law explicitly enshrines the joint and several liability of all participants - the trustee, the founder or the beneficiary - who participate in acts aimed at intentionally harming the rights of the founder’s creditor. However, it is not easy for a creditor to invoke such protection.

Creditors can also defend themselves by invoking the ineffectiveness of a legal act through the institute of the objectibility of legal acts (a type of action). If it was done with the intention of harming them, they must prove it. Therein lies the complexity for the creditor. Judicial practice is gradually defining the boundaries of the permissible use of a trust fund. Now playing in the favour of the trust fund.

In general, assets in a trust fund cannot be subject to executions, neither directed at the trustee nor at the beneficiary. The beneficiary can only be seized what you pay them from the trust fund. This protects the assets against the extravagance of descendants.

The same is true in insolvency.

 

Why contact specialists from ModerniPravnik.cz

Establishing a fund is a complex process. It requires professional legal and tax assistance. Before establishing it, it is necessary to carefully consider the goals and expectations of the fund. Realistically evaluate the cost-benefit ratio and carefully plan the fund structure and Statute. The key is choosing a suitable and trustworthy trustee. Come to us and we will prepare the best solution tailored to you, our reviews show our extensive experience.

Contact us! We will be happy to help you analyse your situation and to find the most effective solution for the protection and management of your assets, whether it is a trust fund or another suitable legal instrument.

 

Author: Mgr. Petr Uklein, attorney and Matěj Šedivý, legal trainee

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Investing in real estate through a real estate fund in the Czech Republic

How to Establish a Real Estate Fund in the Czech Republic - Guide

Autor Publikace: Mgr. Barbora Janáčková Datum:

How to Establish a Real Estate Fund in the Czech Republic?

Investing in real estate has long been one of the safest and most sought-after ways to grow capital in the Czech Republic. A real estate fund offers a modern approach to managing assets professionally, efficiently, and under the supervision of the Czech National Bank (ČNB). It allows investors to participate in ownership of residential and commercial properties with a relatively low entry point, while giving founders access to stable capital for business development.

The most common form in the Czech Republic is the Fund for Qualified Investors (FKI), primarily used by developers, investment groups, or family businesses. Public collective investment funds are also popular, focusing on pooling funds from a wider audience.

 

How Does a Real Estate Fund Work?

The principle of a real estate fund is straightforward. Investors contribute capital, and the fund purchases selected properties on their behalf. These properties then become co-owned by all shareholders. This model spreads risk, increases accessibility to real estate investments, and opens the door to owning office buildings, shopping centers, or residential complexes even for those who cannot afford a direct purchase.

Benefits of a Real Estate Fund for Investors

The main appeal is stable returns, either through regular rental income or the appreciation of property values over time. A real estate fund also offers a natural hedge against inflation, as rental agreements typically include inflation clauses. Another significant advantage is credibility, as funds operate under strict supervision by the ČNB.

 

Why Should a Founder Establish Their Own Fund?

Establishing a real estate fund is not only beneficial for investors but also for founders. Developers, family businesses, or private equity groups gain access to significantly larger capital, achieve greater tax efficiency, and operate professionally and transparently with partners and investors.

A real estate fund also enhances brand prestige and allows precise targeting of investment strategies-whether focused solely on residential development, office buildings, or retail projects.

 

How to Establish a Real Estate Fund

The entire process requires legal, regulatory, and tax expertise. First, investment objectives must be defined, and a legal structure chosen, most commonly a SICAV company or a mutual fund. Next comes the preparation of documentation, particularly the fund’s statutes and agreements with the custodian, administrator, and asset manager.

Role of the Czech National Bank in Fund Approval

The crucial step is the application process with the Czech National Bank, which grants the fund permission to operate. Once approved, the fund can begin acquiring properties, which involves legal due diligence, negotiating rental agreements, and securing relationships with service providers.

Setting the Right Investment Strategy

Long-term operation also includes compliance, AML processes, investor reporting, and regular auditing.

 

Who Typically Establishes a Real Estate Fund?

A real estate fund is ideal for developers seeking effective financing for their projects. It is also commonly chosen by family businesses and private investors with larger property portfolios who want professional management. Private equity groups use funds for transparent capital management, while institutional investors value the regulated and trustworthy framework.

 

Establish Your Own Real Estate Fund with Us

If you are considering establishing a Fund for Qualified Investors (FKI) or another type of real estate fund, it is advisable to have a partner who can guide you through the entire process. Our law firm assists with choosing the legal form, preparing all documentation, representing you before the ČNB, ensuring legal compliance in acquisitions, and setting up ongoing compliance processes.

With our expertise, you can ensure your fund has a solid legal foundation from the start and that the proper rules are in place for long-term success. Contact us to learn how we can help you establish your own real estate fund in the Czech Republic.

 

Časté dotazy

How long does it take to establish a real estate fund?

It usually takes several months, mainly due to the ČNB approval process and preparation of all necessary documentation.

What is the minimum investment for a fund for qualified investors?

The current minimum investment in an FKI is €125,000 or the equivalent in Czech crowns.

What are the advantages of a real estate fund compared to direct property purchase?

Investors gain access to a professionally managed portfolio, risk diversification, stable returns, and the opportunity to participate in larger projects than they could finance individually.

How much does it cost to establish a fund for qualified investors?

Costs vary depending on the legal structure and fund size. Expenses include legal preparation, ČNB fees, and long-term management costs.

 

Autor: Mgr. Barbora Janáčková, specialista na právo nemovitostí

 

Want to set up a real estate fund? Contact us!

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Minifund v České republice a investiční správa kapitálu

Establish § 15 ZISIF Funds in the Czech Republic

Autor Publikace: Mgr. Petr Uklein Datum:

How to Set Up a minifund in the Czech Republic and Manage Up to €500 Million

Under Section 15 of the Czech Investment Companies and Investment Funds Act (§ 15 ZISIF), qualified and non-qualified investors alike can swiftly set up a private alternative investment fund (“minifund”) with assets up to €500 million, enjoying streamlined registration and flexible capital-raising instruments - so long as the fund remains closed to public offerings and limits non-qualified participants.

 

In this article you will learn: 

  • The two core requirements for establishing a minifund in the Czech Republic
  • The step-by-step CNB registration process and timeline
  • The limits on non-qualified investors (max. 20) and assets under management (€500 million or €100 million with leverage)
  • Which capital-raising instruments you can use (investment shares, bonds, hybrids, derivatives)
  • How to form the management entity, file with the CNB, and obtain an LEI
  • The advantages and potential pitfalls of running a “light” alternative fund
  • Ideal use cases: family offices, private investor clubs, and professional investor groups

 

Overview of § 15 ZISIF funds

Section 15 ZISIF funds - often called “light alternative investment funds” or “minifunds” - offer a lightly regulated vehicle ideal for family offices, private clubs, and professional investor groups. Unlike fully licensed mutual funds, § 15 funds are only registered (not licensed therefore faster) by the Czech National Bank (ČNB), enabling faster setup, reduced ongoing oversight, and broad investment flexibility.

 

Why to establish minifund? It is way more practical than classic fund. Advantages and Considerations

Advantages: 

  • Speed and Efficiency: Registration (not licensing) accelerates market entry.
  • Reduced Compliance Burden: No ongoing ČNB supervision beyond registration and annual reporting.
  • Strategic Flexibility: Broad toolkit of capital-raising and investment vehicles.
  • Super low maintenance fees, accountancy and ČNB (regulator) reporting in comparison to classic invest fund or even runed by investment company as a service that usually cost at least 40.000 € yearly.

 

Considerations: 

  • Investor Protection: Non-qualified participants have limited safeguards - full disclosure and risk awareness are essential.
  • Asset Limits: Exceeding €500 million (or €100 million with leverage or sooner paid then in 5 years) triggers full licensing requirements.
  • Private Placement Discipline: Robust procedures must ensure no unintended public offering.

 

Two Core Conditions

All minifunds must adhere to two fundamental restrictions:

 

1. No Public Offering

Fund interests cannot be marketed or sold to the public. Capital must be raised through private placement to a closed circle of investors.

 

2. Investor and Asset Limits

  • Maximum of 20 non-qualified (retail) investors. Non-qualified investor invests less the 125.000 €.
  • Aggregate assets under management must not exceed €500 million, or €100 million if any leverage or sooner paid outcome then 5 years is employed.

These limits ensure that non-professional participants are protected and that regulators maintain a clear view of smaller, privately held funds.

 

Step-by-Step Setup Process

Important: You can do all this really fast using our legal services. Contact us for FREE consultation. Prices of mini fund starts on 8.000 € plus VAT. Terms and conditions apply.

 

1. Form the Management Entity

Establish a Czech limited liability company (s.r.o.) or joint-stock company (a.s.) as the fund manager. 

 

2. Prepare with us Fund Documentation

  • Draft the fund’s investment strategy and rules, update company status, AML procedures, internal control mechanism scheme etc.
  • Create investment agreements and investor questionnaires. Qualified and non-qualified investors need different approach.
  • Compile required exhibits (e.g., risk-management procedures),
  • Do it all with us your stable and experienced legals. We will guide you through all the procedure and provide you long term fund compliance and management if wanted.

 

3. Submit Registration to ČNB

  • File electronically - via data box or ČNB’s e-submission portal - in Czech.
  • Include all mandated information and registration fee (10.000 CZK).
  • ČNB generally registers in five business days, issuing a simple entry in its public register.

 

4. Obtain LEI (If Trading on Exchanges)

A Legal Entity Identifier is required for any secondary trading or brokerage connectivity.

 

5. Implement Ongoing Procedures

  • Establish separate accounting for each investor class.
  • Finalize internal policies and risk-control systems within 60 days.
  • File an annual report with ČNB.

 

Total setup time: Approximately 3-4 weeks from incorporation to registration.

 

Capital-Raising Instruments and Strategies

Minifund can deploy a wide array of instruments:

  • Investment Shares: Issue redeemable or non-redeemable shares tailored to investor classes.
  • Debt Securities: Structure bonds or debentures for fixed-income profiles.
  • Hybrid Instruments: Combine equity and debt features to meet bespoke investor needs.
  • Derivatives and Structured Products: Hedge or leverage exposures within regulatory limits.

This flexibility empowers fund managers to design strategies suited to real estate, private debt, venture capital, distressed assets, or cross-border opportunities.

 

Ideal Use Cases

  • Family Offices: Centralize multi-generation wealth management under one private fund.
  • Professional Investor Clubs: Pool capital for real-estate development, private equity, or infrastructure projects.
  • Niche Strategies: Launch specialized sub-funds for sectors such as mezzanine finance, renewable energy, or emerging markets - super low maintenance fees, accountancy and ČNB (regulator) reporting in comparison to classic invest fund or even runed by investment company as a service that usually cost at least 40.000 € yearly.

By capping non-qualified investors at 20 and total AUM at €100 to €500 million, minifund strikes the right balance between exclusivity and scale.

With minimal red tape and powerful structuring options, a minifond is an accessible, cost-effective vehicle for managing substantial assets in the Czech Republic - perfect for family offices, expert investor groups, and bespoke capital-raising ventures.

Always consult with us, your legal expert in financial regulation, before launching any fund. Incorrect classification can lead to severe fines or project shutdown by regulators and problems.

 

Author: Mgr. Petr Uklein

 

Searching for minifund experts? You are on the right place, contact us and ask for FREE consultation on your fund NOW

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Business meeting discussing ART tokens and financial regulation

ART Token as Investment Instrument: MiFID II Licensing Guide

Autor Publikace: Mgr. Petr Uklein Datum:

ART Token and It´s Classification as Investment Instrument

Asset-Referenced Tokens (ARTs) represent a breakthrough in digital finance-they allow issuers to create tokens whose value is linked to real-world assets like gold, real estate, or baskets of currencies. But their regulatory treatment depends on their specific structure and the rights they give to investors. Understanding when an ART token is-or is not-an investment instrument is crucial for regulatory compliance and business success.

 

What Is an ART Token?

An Asset-Referenced Token (ART) is a crypto-asset that maintains its value by referencing one or several underlying assets (e.g., gold, currencies, real estate). ARTs can be used for stablecoins, real estate tokenization, or other applications where buyers want digital exposure to tangible assets.

 

Key Features of ART token:

  • Value is linked to external assets.
  • May (but does not necessarily) give rights to receive asset yield (e.g., rent from property).
  • Does NOT provide shareholder rights, voting rights, or direct ownership in a company.
  • Offers exposure to asset value, NOT company governance.

  

When It Is Not an Investment Instrument?

An ART token is not considered an investment instrument (financial instrument under MiFID II/securities law) when:

1. It only gives the right to redeem or exchange the token for the underlying referenced asset

Example: You can redeem the token for a fixed amount of gold, but you have no claim to profits, voting, dividends, or other financial advantages.

 

2. It does not entitle the holder to additional income, profit sharing, dividends, or any form of voting/governance power

Example: Tokens ONLY allow the holder to exchange for the asset (like physical gold or property), not participate in decision-making or receive a share of issuer’s profits.

 

3. It is not marketed, structured, or commonly used for speculative investment

If the token is primarily meant for straightforward asset exposure and redemption, and not for capital gain, speculation, or trading, it does not typically meet the criteria of a security or investment instrument.

 

In short: If your ART allows users to swap their digital token for the asset it represents, and nothing more-no dividends, no participation, no profit sharing-it is usually NOT an investment instrument.

 

Our suggestion

For easier launch and less legislative needs we suggest modifying the characteristics of your token to stay out of investment instrument, which needs additional cooperation with licenced broker but still possible through us. List of investment instrument triggers are listed below.

 

When Does It Become an Investment Instrument?

An ART token becomes an investment instrument if:

1. It offers profit sharing, dividends, or exposure to income generated by the underlying asset (beyond asset redemption)

Example: You hold an ART token that pays you periodic rental income from the properties it references-this can trigger securities law.

 

2. It gives the token holder any voting, governance, or management rights in the issuer or in the underlying asset’s business operations

Example: Token gives voting rights on how the asset is managed or lets you decide on project direction.

 

3. It is designed or marketed for speculative trading or capital gain and is available on secondary markets with liquidity comparable to investment instruments

Example: Token holders buy and sell tokens on exchanges to profit from price fluctuations.

 

4. If the ART token includes other investment-type rights, or structure comparable to shares, bonds, or fund units

Example: Token acts like a share in a fund or company, allowing you profit from company performance, not just asset value.

 

Important: If the legal analysis finds your token provides rights typical of securities (such as profit sharing, voting, or speculative trading), regulators will likely treat the ART token as a financial instrument under MiFID II or comparable securities law.

 

Regulatory Consequences

If your ART token is classified as a financial (investment) instrument under MiFID II, you must:

1. Collaborate With us and with Licensed Investment Firm

You can only issue, distribute, or trade such tokens through companies with a MiFID II investment services license (e.g., licensed securities broker, investment company).

 

2. OR obtain Your Own MiFID II License

If you wish to issue or distribute these tokens yourself, without outsourcing to a licensed firm, you must obtain the relevant MiFID II license (or national equivalent, e.g., Czech law for investment intermediaries).

 

3. Comply With All Securities Regulations

This includes:

  • Preparing an approved prospectus
  • Registration and notifications with financial regulators
  • Ongoing audit and reporting requirements
  • AML/KYC (Anti-Money Laundering / Know Your Customer) checks
  • Strict rules on transparency, investor protection, marketing, and governance.

 

4. Distribution and Secondary Trading

Offering to the public, secondary trading, or listing on regulated exchanges requires compliance with securities rules. Unlicensed public offers, even via digital platforms, can lead to severe penalties and shutdowns.

 

When Is Your ART Token Also Investment (Financial) Instrument?

SECTION C of MIFID II defines financial instruments:

  1. Transferable securities;
  2. Money-market instruments;
  3. Units in collective investment undertakings;
  4. Options, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields, emission allowances or other derivatives instruments, financial indices or financial measures which may be settled physically or in cash;
  5. Options, futures, swaps, forwards and any other derivative contracts relating to commodities that must be settled in cash or may be settled in cash at the option of one of the parties other than by reason of default or other termination event;
  6. Options, futures, swaps, and any other derivative contract relating to commodities that can be physically settled provided that they are traded on a regulated market, a MTF, or an OTF, except for wholesale energy products traded on an OTF that must be physically settled;

 

Another Financial Instruments According to MIFID II

  1. Options, futures, swaps, forwards and any other derivative contracts relating to commodities, that can be physically settled not otherwise mentioned in point 6 of this Section and not being for commercial purposes, which have the characteristics of other derivative financial instruments;
  2. Derivative instruments for the transfer of credit risk;
  3. Financial contracts for differences;
  4. Options, futures, swaps, forward rate agreements and any other derivative contracts relating to climatic variables, freight rates or inflation rates or other official economic statistics that must be settled in cash or may be settled in cash at the option of one of the parties other than by reason of default or other termination event, as well as any other derivative contracts relating to assets, rights, obligations, indices and measures not otherwise mentioned in this Section, which have the characteristics of other derivative financial instruments, having regard to whether, inter alia, they are traded on a regulated market, OTF, or an MTF;
  5. Emission allowances consisting of any units recognised for compliance with the requirements of Directive 2003/87/EC (Emissions Trading Scheme).

 

Further Criteria by Czech Regulation

Unfortunately, higher than MiFID II regulation Czech Act sets further criteria for tokens as financial tools stating in Act 256/2004 § 3 s.1 ss. g) to i):

g) options, futures, swaps, forwards and other instruments, the value of which relates to commodities and from which arises the right to settlement in cash or the right of at least one party to choose whether it wishes to settle in cash, unless settlement in cash is due to the default of one of the parties to the derivative or for another reason for the early termination of the derivative,

h) options, futures, swaps, forwards and other instruments, the value of which relates to commodities and from which arises the right to delivery of this commodity, and which are traded on a European regulated market or in a multilateral trading facility or in an organised trading facility, with the exception of wholesale energy products pursuant to Article 2(4) of Regulation (EU) No 1227/2011 of the European Parliament and of the Council on wholesale energy market integrity and transparency traded in an organised trading facility, which entail the obligation to deliver this commodity,

i) options, futures, swaps, forwards and other instruments, the value of which relates to commodities and from which the right to delivery of this commodity arises, which are not listed in letter h), are not intended for trading purposes and have the characteristics of other derivative investment instruments […].

As of these criteria are set ambiguous, we are in contact with regulator Czech national bank seeking regulator legal opinion.

 

Specific Examples from praxis

Example 1: ART Token (Not an Investment Instrument)

A digital token pegged strictly to 1g of gold. The holder can redeem for gold, but receives no dividends, voting rights, profit-sharing, or speculative incentive. Such a token is not a security but must comply with MiCA if issued in the EU.

 

Example 2: ART Token (Is an Investment Instrument)

A real estate token gives holders a share of rental income or project profits, can be freely traded on secondary markets, and provides holders voting on property management. This token qualifies as a security token under MiFID II-full securities law applies.

 

What to Do If Your Token Is on the Borderline

Legal Analysis Is Essential: You must conduct a detailed review of the token’s rights, use, trading structure, and marketing materials.

Consult Your National Regulator: Seek opinions from experts and discuss with your local financial authority or the Czech National Bank.

Adapt the Token Design: Structure the token so it only allows asset redemption if you want lighter regulation or prepare for full securities compliance when launching investment-type tokens.

Prepare for Regulatory Overlap: Sometimes, both MiCA and MiFID II apply, and issuers must comply with both regimes - this is called “regulatory layering” or “compliance stacking.”

 

Summary Table: ART Token vs. Security Token

Feature / Requirement

ART Token

Security Token (Investment Instrument)

Underlying Asset Reference

Yes

Yes

Redemption for Asset

Yes

Optional

Rights to Profits / Dividends

No

Yes

Voting / Governance Rights

No

Yes

Speculative Trading Potential

Low / None

High

Regulatory Regime

MiCA

MiFID II / Prospectus Regulation

License Needed

Usually None / MiCA CASP

MiFID II investment firm license or cooperation with such firm

Prospectus / Whitepaper

Whitepaper (MiCA)

Prospectus and/or whitepaper, regulator notice

Investor Protection

Standard (MiCA)

Strict (securities law)

 

 

Final Recommendations - contact us and ask for FREE consultation

Issuers should always conduct legal and regulatory due diligence and consult with experienced legal counsel before releasing any digital asset or token.

If your token looks, acts, or feels like an investment instrument, be ready for full securities law compliance.

If structured strictly for asset redemption without investment-type rights, ART tokens fall under the MiCA crypto-asset regime, with fewer regulatory requirements.

 

What if I don’t have a licence and will emit anyway?

Misclassification can lead to fines, legal action, or termination of the project by regulators, so getting this decision right is essential for successful and compliant operation in Europe.

 

Always consult a legal expert in financial regulation before launching any tokenized project. Incorrect classification can lead to severe fines or project shutdown by regulators.

 

Autor: Mgr. Petr Uklein

 

Searching for tokenization experts? You are on the right place, contact us and ask for FREE consultation NOW

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ART tokens, blockchain technology and financial regulation

Complete EU Legal Guide: ART Tokens vs. Security Tokens

Autor Publikace: Mgr. Petr Uklein Datum:

Comparative Analysis: ART Tokens under and over €5 Million, and Security Tokens - Definitions, EU Regulation, and Legal Requirements

Today we will look at comparison of ART tokens (under and over €5 million) and security tokens in the context of real estate. We will explain definitions, legal requirements, regulatory differences, and what steps are needed to launch each token type under EU law (MiCA and securities regulation).

 

This analysis provides a clear and practical comparison between: 

  1. Asset-Referenced Tokens (ARTs) under €5 million,
  2. Asset-Referenced Tokens over €5 million, and
  3. Security Tokens.

It explains what each type is, how they are regulated, and details what is legally required for each structure, using concrete examples relevant to real estate.

 

Part 1: Definitions and Key Differences

Type

Definition

Underlying Asset

Investor Rights

Typical Use Case

ART (Asset-Referenced Token)

A crypto-asset designed to maintain stable value by referencing other assets (e.g. currencies, commodities, real estate)

Basket of currencies, commodities, real estate

May allow distribution linked to asset yield (e.g., rental income); generally no shareholder rights

Real estate tokens, stablecoins backed by assets

Security Token 

A crypto-asset that represents ownership or rights in a company (shares, bonds, fund units)

Company shares, bonds, direct securities

Normally includes voting rights, share of profits, dividends

Tokenized company shares, digital bonds

 

Key Point: 

  • ART token: Stable value, based on the value/yield of an asset, but does NOT give governance/voting rights. It is possible to deliver the “dividend” like rent etc. and is still ART token.
  • Security token: Represents a direct stake in a company, with rights similar to shareholders, such as voting and dividends. It is typical that investment instruments are represented as Security tokens.

 

 

Part 2: Legal and Regulatory Requirements Comparison

 

1. ART Tokens under €5 Million

Regulation

The regulation is covered by MiCA (Markets in Crypto-Assets Regulation) with a light regime (“exempt small offer”).

 

Legal Requirements

  • Whitepaper: Must be drafted and notified (sent) to the financial regulator (e.g. Czech National Bank), minimum 20 working days before offering the token to investors.
  • No license or authorization required, just registration.
  • No heavy capital/compliance requirements (unlike higher value tokens).
  • Custody: Must ensure assets referenced by the token are held safely and are separated from the issuer’s own assets.
  • KYC/AML: Know Your Customer and Anti-Money Laundering procedures apply for investor onboarding.
  • Reporting: Transparency on underlying asset and value.
  • Distribution: Allowed to the public if following notification procedure.

 

Use Case Example

A real estate project issues ART tokens referencing a specific property, where total issuance does not exceed €5 million in a 12-month period, and distributes income from property rental. No active shareholder rights or voting.

 

2. ART Tokens over €5 Million

Regulation

These ART Tokens are subject to MiCA full regime - this means authorization and regulatory supervision.

 

Legal Requirements

  • Authorization: Issuer must apply for and obtain a license from the national financial regulator (e.g. Czech National Bank) before offering tokens.
  • Whitepaper: Must be drafted and approved by the regulator.
  • Governance: Issuer must have robust governance structures, internal controls, and clear separation of referenced asset(s).
  • Audit & Reporting: Mandatory regular audits (typically every 6 months) of underlying assets, monthly reporting of tokens in circulation.
  • Custody: Asset reserves must be held with an approved, regulated custodian, not directly by the issuer.
  • Investor Protection: Strict rules on transparency, risk disclosure, and procedures for handling complaints.
  • Capital Requirements: Potentially higher minimum equity/capital for issuer.
  • Distribution: Only possible after license approval. Strong restrictions on misleading marketing and international distribution.

 

Use Case Example

A large-scale real estate platform wants to issue ART tokens for €20 million, referencing a portfolio of commercial properties. The issuer must prepare a whitepaper, apply for a license, organize asset custody and audits, and comply with detailed governance procedures.

 

3. Security Tokens - understood as derivates of existing investment instruments

Regulation

They are not regulated by MiCA. Instead, they are covered by traditional securities law (e.g. MiFID II, Prospectus Regulation).

 

Legal Requirements

  • Prospectus: Issuer must prepare a prospectus and submit for approval to the regulator (Czech National Bank or other) before public offering.
  • Issuance Registration: Security tokens must comply with national securities registration and listing requirements (often in a securities register or with a regulated exchange).
  • Governance Rights: Security tokens generally provide shareholder/voting rights, rights to dividends or profit.
  • Mandatory Investor Protection: Very strong rules on risk disclosures, suitability, complaint procedures.
  • Compliance: Extensive AML/KYC, robust internal controls, ongoing reporting.
  • Capital/Financial Requirements: May include high regulatory capital, regular audits.
  • Custody: Use of regulated custodians.
  • Marketing Restrictions: Only qualified investors for some types, strict transparency.
  • Distribution: Secondary trading only on regulated exchanges/platforms.

 

Use Case Example

A company issues digital tokens equivalent to shares in the company, providing voting rights and dividends. All holders can vote on major decisions; trades happen via regulated exchanges. Full securities prospectus, registration, and compliance are required.

 

 

Part 3: Practical Comparison Table

Feature / Requirement         

ART Token < €5m

ART Token > €5m

Security Token

Regulation  

MiCA
“exempt small offer”

MiCA full regime, authorization

Securities Law (MiFID II, Prospectus)

Whitepaper  

Required, notify regulator

Required, regulatory approval

Prospectus, regulatory approval

License

Not required

Required 

Required

Governance
structure

Moderate 

Strict, audited

Strict, shareholder voting 

Underlying asset/custody

Separated, basic custody 

Regulated custodian, regular audit

Regulated custody, audit   

 Audit/Reporting  

Basic
transparency

Regular mandatory audit & reporting

Ongoing audit & reporting  

Investor protection

Standard MiCA requirements

Strict disclosure, complaints

Very strict, full securities protection

Voting rights/dividends

Not typical, but possible asset yields (e.g. rental income)

Possible as internal feature under specific conditions (discuss with our lawyers)

Full governance, voting, dividends

Distribution

 After notification

 After license/approval

 After prospectus/approval

Marketing restrictions

 Moderate 

Strict

Strict

Typical use

 Small property tokenization, real estate
crowdfunding

 Large asset-backed projects (real estate, stablecoins)

 Equity, bond tokenization, investment funds

 

 

Key Takeaways - For Non-Crypto Experts

ART tokens are digital assets whose value tracks an underlying asset (e.g. real estate, basket of currencies). They are not digital shares.

Small ART token projects (<€5 million): Lighter rules - need to prepare a whitepaper and inform the regulator, but no full license.

Large ART token projects (>€5 million): Heavy rules - need authorization from regulator, audits, strict custody, and investor protection.

Security tokens: Are digital representations of shares, bonds, or other securities. Full “stock market” rules apply, including voting rights and dividends.

The main difference is whether your token gives ownership and decision rights (security token) or simply represents a digital claim on the value/yield of an underlying asset (ART token).

If your token provides ownership, company governance, or dividends not linked directly to an underlying asset’s yield, securities law applies, and the regulatory burden is much higher.

Always consult a legal expert in financial regulation before launching any tokenized project. Incorrect classification can lead to severe fines or project shutdown by regulators.

 

Author: Mgr. Petr Uklein

 

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MiCA grandfather period and cross-border crypto-asset services in the EU

MiCA Grandfathering Period: Cross-Border Crypto Services and the Reality of EU Fragmentation

Autor Publikace: Mgr. Petr Uklein Datum:

Published on modernipravnik.cz | August 13, 2025

The Markets in Crypto-Assets (MiCA) Regulation has fundamentally transformed the European cryptocurrency landscape since its full application on January 1, 2025. However, the transitional provisions under Article 143(3) have created a complex patchwork of national implementations that severely limits cross-border crypto asset exchange services during the grandfathering period. This analysis examines the practical implications for crypto-asset service providers (CASPs) seeking to operate across EU member states during this transitional phase.

Can you provide services in other EU country in grandfathering period? Yes, if all following criteria are met:

ESMA has clarified that cross-border activities during grandfathering are only permissible where:

 1. Home state national law permits the entity to provide services abroad (usually at least MiCA application submission needed),

 2. Host state national law allows foreign entities to provide crypto services on its teritory, and

 3. Both jurisdictions maintain active grandfathering or alternative authorization frameworks.

Clear way: The way for cross boarder service provision is opened after receiving the licence and passportization in target country.

Understanding Article 143(3): The Grandfathering Provision

Article 143(3) of MiCA allows crypto-asset service providers who were providing services in compliance with applicable law before December 30, 2024, to continue their operations until July 1, 2026, or until the granting or refusal of authorization under Article 63, whichever occurs first. This provision appears to offer a grace period for existing operators to adapt to the new regulatory framework.

However, the regulation also grants member states significant discretion: “Member States may decide not to apply this transitional regime or to shorten its duration if they consider their national regulatory framework to be less stringent than this Regulation.”

The Fragmentation Reality: 27 Different Approaches

The European Securities and Markets Authority (ESMA) has documented substantial fragmentation across EU member states in their approach to grandfathering periods:

18-Month Grandfathering Period (12 countries)

  • Countries: Czech Republic, France, Malta, Luxembourg, Estonia, Croatia, Italy, Cyprus, Romania, Bulgaria, Denmark, Iceland
  • Cross-border potential: Highest likelihood for bilateral arrangements due to extended periods
  • Special conditions: Various application deadlines (Czech Republic: July 31, 2025; Bulgaria: October 8, 2025; Denmark: December 30, 2024)

12-Month Grandfathering Period (9 countries)

  • Countries: Germany, Austria, Ireland, Spain, Lithuania, Greece, Slovakia, Liechtenstein, Norway
  • Cross-border potential: Moderate likelihood, especially with other 12-month countries
  • Special conditions: Germany and Austria have shortened periods until December 31, 2025, with simplified procedures for certain entities

6-Month Grandfathering Period (6 countries)

  • Countries: Netherlands, Poland, Latvia, Hungary, Slovenia, Finland (already lapsed and under grandfathering period these are no go jurisdictions)
  • Cross-border potential: Very limited due to shorter periods
  • Special conditions: Netherlands period until June 30, 2025, with strict enforcement after deadline

No Grandfathering/TBA (2 countries)

  • Countries: Belgium, Portugal
  • Status: Belgium has no registered VASPs with political decision pending; Portugal lacks implementing legislation

See here official ESMA statement:
1) Grandfathering period and cross boarder crypto service provision:

ESMAQA2086Stáhnout

2) List of countries and their grandfathering periods:

-Bulgaria: June 24, 2026
-Czech Republic: June 24, 2026
-Denmark: June 24, 2026
-Estonia: June 24, 2026
-France: June 24, 2026
-Croatia: June 24, 2026
-Italy: June 24, 2026
-Cyprus: June 24, 2026
-Luxembourg: June 24, 2026
-Malta: June 24, 2026
-Romania: June 24, 2026
-Iceland (EEA): June 24, 2026
-Germany: December 26, 2025
-Ireland: December 26, 2025
-Greece: December 26, 2025
-Spain: December 26, 2025
-Lithuania: December 26, 2025
-Austria: December 26, 2025
-Slovakia: December 26, 2025
-Liechtenstein (EEA): December 26, 2025
-Norway (EEA): December 26, 2025
-Sweden: September 27, 2025
-Latvia: June 29, 2025
-Hungary: June 29, 2025
-Netherlands: June 29, 2025
-Poland: June 29, 2025
-Slovenia: June 29, 2025
-Finland: June 29, 2025

List_of_MiCA_grandfathering_periods_art._143_3Stáhnout

The Critical Limitation: No EU Passport During Grandfathering

ESMA’s official guidance has definitively clarified that grandfathered entities cannot utilize MiCA’s EU passport mechanism. This represents the most significant limitation on cross-border services during the transitional period.

ESMA Q&A 2086 Clarifications

Question 1: Can grandfathered entities passport their crypto services to other member states?
ESMA Answer: NO. Grandfathered entities do not benefit from an EU passport unless they obtain MiCA authorization and thereby cease to be “grandfathered” entities.

Question 2: Can a grandfathered entity from one state provide cross-border services in a state that has not allowed grandfathering?
ESMA Answer: NO. Grandfathered entities are prohibited from providing cross-border services in states where grandfathering does not apply.

ESMA Statement of December 17, 2024

ESMA further clarified: “Different transitional periods should be taken into account by CASPs providing services in more than one Member State… a CASP seeking MiCA authorization in Member State A with a 12-month transitional period while also serving clients in Member State B with a 6-month period should ensure compliance with applicable law of Member State B.”

Cross-Border Services: The Bilateral Requirement

The absence of harmonized cross-border rules during the grandfathering period means that any cross-border crypto asset exchange services require bilateral compliance. ESMA confirmed: “Cross-border activities by an entity benefiting from grandfathering may occur only if the entity complies with relevant legislation applicable in both - home and host Member States.”

Key Requirements for Cross-Border Operations

  1. Dual Compliance: Must satisfy both home state grandfathering requirements and host state national law
  2. Active Grandfathering Periods: Both jurisdictions must maintain active grandfathering or alternative authorization frameworks
  3. National Discretion: Each member state determines its own cross-border policies during transition
  4. AMLD5 Basis: Cross-border permissions rely on pre-existing anti-money laundering frameworks, not harmonized EU crypto rules

The Reality: No Official Bilateral Agreements

Extensive analysis reveals that no EU member state has officially confirmed bilateral recognition of Czech grandfathered entities. This absence stems from several factors:

  • No harmonized framework: ESMA explicitly confirmed that “Anti-Money Laundering framework (AMLD5) does not offer a harmonized passporting regime”
  • Fragmented national approaches: Each member state maintains distinct national rules for cross-border crypto services
  • Lack of coordination: No formal bilateral agreements exist between member states regarding mutual recognition of grandfathered CASP entities

Case Study: Czech Republic’s Position

A Czech entity with a grandfathering application submitted to the Czech National Bank (CNB) before July 31, 2025, faces significant limitations in cross-border expansion:

Domestic Rights

✅ Right to continue operations in Czech Republic until July 1, 2026, or license decision
✅ Protection under 18-month grandfathering period
✅ Recognition by CNB of submitted application

Cross-Border Limitations

❌ NO automatic right to provide services in other member states
❌ NO EU passport during grandfathering period
❌ NO bilateral recognition by other member states without individual compliance assessment

Practical Analysis: Austria and Norway

Austria (EU Member State)

  • Implementation: Active since December 30, 2024
  • Grandfathering: 12 months (until December 31, 2025) - SHORTENED
  • Cross-border requirements:
  • FMA registration as VASP under FM-GwG required
  • No automatic recognition of Czech grandfathering application
  • High compliance standards with strict Austrian regulation

Norway (EEA State)

  • Implementation: Expected from July 1, 2025
  • Grandfathering: 12 months (until July 1, 2026)
  • Cross-border requirements:
  • Finanstilsynet (FSA) registration as VASP required
  • Compliance with Norwegian AML Act and TFR II
  • Local presence requirements for certain activities

Market Targeting: The Geographical Limitation Defense

For entities seeking to avoid cross-border compliance obligations, careful attention to market targeting criteria becomes crucial:

Factors Indicating Market Targeting

  • Language versions: Website content and marketing materials in local language
  • Local presence: Virtual or physical branches, local addresses, phone numbers
  • Payment methods: Local payment options (EUR, local banking systems)
  • Advertising: Local media campaigns, geo-targeted ads, local SEO optimization

Defensive Strategies

  • Single language websites (Czech only) with .cz domain
  • Czech payment methods and CZK pricing only
  • Geoblocking: Technical blocking of access from foreign IP addresses
  • Terms of service: Explicit limitation to Czech residents only
  • No local marketing: Absence of foreign language advertising or local campaigns

Implementation Status and Regulatory Risks

Countries with Implementation Delays

  • Not fully implemented (4 countries): Italy, Luxembourg, Poland, Romania
  • Not implemented (2 countries): Belgium, Portugal

These delays create regulatory uncertainty for cross-border services, as entities cannot rely on unclear legal frameworks.

Enforcement Risks

  • Regulatory sanctions: Providing unlicensed services abroad can result in fines up to €20 million or 5% of annual turnover
  • Legal uncertainty: Different interpretations by national regulators regarding territorial scope
  • Reputational risks: Compliance issues may jeopardize MiCA license applications

Strategic Recommendations

Conservative Approach

  1. Limit services exclusively to domestic market until full MiCA authorization
  2. Focus resources on MiCA license application to obtain EU passport rights
  3. Avoid cross-border activities during grandfathering period due to legal uncertainty

If Cross-Border Expansion is Essential

  1. Individual legal analysis for each target country required
  2. Direct consultation with host state regulators
  3. Local legal opinions from specialized crypto law practitioners in each jurisdiction
  4. Comprehensive compliance assessment under both home and host state laws

Market Targeting Mitigation

  1. Implement robust geoblocking measures
  2. Maintain single-language websites and marketing materials
  3. Document defensive measures for regulatory compliance
  4. Regular compliance audits to ensure territorial limitation effectiveness

The Path Forward: From Grandfathering to EU Passport

The analysis clearly demonstrates that the grandfathering period creates a legally fragmented environment rather than a harmonized transition. The most viable path for legitimate cross-border crypto asset exchange services remains obtaining full MiCA authorization, which provides:

  • Article 65 passporting rights: Automatic access to all EU/EEA markets
  • Regulatory certainty: Clear legal framework for cross-border operations
  • Competitive advantage: Market access unavailable to grandfathered competitors
  • Future-proof compliance: Alignment with permanent regulatory framework

Conclusion

The MiCA grandfathering period represents a complex regulatory transition that severely limits cross-border crypto asset exchange services. Despite Article 143(3)’s EU-wide application, the absence of harmonized cross-border rules and the prohibition on EU passport usage creates a fragmented landscape of 27 different national approaches.

Key takeaways for practitioners:

  1. Grandfathering ≠ EU passport: No automatic cross-border rights during transitional period
  2. Bilateral compliance required: Each cross-border relationship requires individual legal assessment
  3. No official bilateral agreements: Member states have not formally recognized each other’s grandfathered entities
  4. High regulatory risk: Cross-border services without proper authorization face significant sanctions
  5. Strategic focus recommended: Prioritize full MiCA authorization for legitimate EU-wide market access

The regulatory landscape will continue evolving as member states complete their MiCA implementations and ESMA provides additional guidance. However, the fundamental limitation remains: true cross-border crypto asset services in the EU require full MiCA authorization and EU passport rights, not grandfathering protection.

For crypto-asset service providers navigating this transition, the safest and most strategic approach is to focus on domestic operations during the grandfathering period while preparing for full MiCA compliance to unlock genuine EU-wide market access through legitimate regulatory channels.

Keywords:
#MiCAgrandfathering, Article 143(3), #crypto-asset_services, #cross-border crypto, #EUcryptopassport, #CASPcompliance, #transitional_regime, #bilateral_recognition, #AMLD5, #MiCA_compliance, #EU_crypto regulation, #crypto_licensing, #crypto_national_implementations, #market_targeting, #MiCA_passporting.

This analysis is based on publicly available regulatory guidance and legal sources as of August 13, 2025. Regulatory landscapes continue evolving, and specific legal advice should be sought for individual circumstances.

Author: Mgr. Petr Uklein, head attorney at law

Business meeting illustrating the process of obtaining a MiCA License for crypto-asset service providers under the MiCA Regulation.

How to get MiCA license fast, easily, with low capital requirements?

Autor Publikace: Mgr. Petr Uklein Datum:

How to Get a MiCA License for a Crypto Exchange Fast, Easily, and with Low Capital Requirements

The MiCA Regulation (Markets in Crypto-Assets) introduces an unified legal framework for crypto-asset service providers (CASPs) across the European Union, including the Czech Republic. If you plan to operate a crypto exchange or provide custody services, obtaining a MiCA license will soon become a legal necessity. This article explains how to navigate the licensing process efficiently, meet capital requirements, and take advantage of transitional rules if you’re already operating or launching a new entity.

 

What Is a CASP 2 License Under MiCA?

A CASP Class 2 license under MiCA is required for companies offering exchange or custody services for crypto-assets. Starting from 30 December 2024, these companies must fully comply with MiCA.

One of the key requirements is capital adequacy-meaning a minimum capital of EUR 125,000, or one-quarter of the company’s fixed overhead costs from the previous year, whichever is higher. This requirement acts as a financial safeguard for users and regulators.

 

Transitional Period for Existing Crypto Exchanges

If you were already operating a crypto exchange in 2024, you benefit from transitional provisions:

  • Apply for a MiCA license by 31 July 2025.
  • After submitting the application, you can continue operations until July 2026, or until your license is approved.
  • During this period, you are expected to gradually align with all MiCA requirements, including capital adequacy.

This grace period gives existing providers a realistic timeline to comply without disrupting their business.

 

Starting a New Company in 2025: What You Need to Know

If you plan to establish a new company in 2025 but continue the business activities of an earlier entity (for example, through restructuring or legal transformation), the date of legal incorporation is not a major barrier.

What matters most under MiCA is the continuity of service provision, not the technical establishment date of the company. As long as your new company effectively continues operations from 2024, you are likely eligible for the same transitional rules:

  • License application must be submitted by 31 July 2025.
  • You may continue operating during the licensing process (until July 2026).
  • You must meet the capital requirement of EUR 125,000 within that timeframe.

 

Step-by-Step: How to Prepare Your Crypto Exchange for MiCA

Timeline

Obligation

Notes

By 31 July 2025

Submit CASP license application

Applies to existing and functionally continuous firms

By July 2026

Complete the licensing process

Operations may continue in the meantime

Immediately

Prepare for capital adequacy (EUR 125,000)

Core part of license approval

 

Summary: Fast-Track Your MiCA License

Obtaining a MiCA license for your crypto exchange does not have to be complicated or capital-intensive-especially if you already operate or can demonstrate continuity of service from 2024. By preparing early, meeting capital adequacy standards, and submitting your license application before the deadline, you can operate confidently within the new regulatory environment.

Need help navigating MiCA licensing or restructuring your crypto business for EU compliance? Contact us today. We provide legal guidance tailored to crypto projects-so you can focus on innovation while we handle the regulation.

 

Author: Petr Uklein

 

Contact us, we will be happy to help you!

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Modern luxury real estate property representing an asset suitable for Real Estate Tokenization and digital property investment.

Real Estate Tokenization: Investing Without Banks and Licenses

Autor Publikace: Mgr. Petr Uklein Datum:

Real Estate Tokenization - A New Dimension of Investment and Financing

Real estate tokenization introduces a revolutionary concept to the traditional property market: it divides a physical asset into digital tokens representing shares of its value. Chainlink describes real estate tokenization as the transfer of ownership or cash flows from real estate to the blockchain “to enhance liquidity, accelerate processes, and enable digital ownership.” This principle allows even small investors to enter the lucrative property market. An investor can purchase a fraction of a luxury apartment, shopping mall, or office complex for a fraction of the price required in the traditional model.

How Asset-Referenced Tokens (ARTs) Under MiCA works? Emission bellow 5,000,000 € has simple regime

Tokens are contractual right in the essence. Real estate tokenization under MiCA typically involves Asset-Referenced Tokens (ARTs) - digital assets that maintain stable value by referencing underlying often real estate assets but also energy infrastructure etc. These tokens represent fractional ownership or economic rights in property in contractual way, allowing developers to divide expensive real estate projects into smaller, tradeable digital units.
ART token. MiCA defines ARTs as crypto-assets that “to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies”. In the context of real estate, these tokens derive their value from the underlying property assets, creating a direct correlation between token value and real estate market performance.

The €5 Million Exemption: A Gateway to Alternative Financing

The most significant opportunity for real estate developers lies in MiCA’s €5 million exemption. This provision allows developers to issue ARTs without requiring full authorization from national competent authorities, provided specific conditions are met:
Key Exemption Criteria
Volume Limitation: The average outstanding value of issued ARTs must not exceed €5 million over a 12-month period. This threshold is calculated based on the average value over the preceding quarter, making it suitable for smaller-scale development projects or initial funding rounds.
Network Independence: The issuer must not be affiliated with a network of other exempt ART issuers. This prevents circumvention of the regulation through multiple connected entities.
Alternative Path - Qualified Investors Only: Alternatively, if tokens are offered exclusively to qualified investors and can only be held by such investors, the €5 million limit does not apply. This opens opportunities for larger projects targeting institutional or professional investors.

 

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Key Benefits of Real Estate Tokenization

  • Democratization of investment: Assets can be easily divided into small parts. Investors can purchase just a share of a property (e.g., $100 instead of a million), without needing massive capital or a bank loan.
  • High liquidity: Tokens can be traded on blockchain exchanges 24/7 without lengthy notarial procedures. Global platforms provide fast access to the market, allowing investors to easily sell or modify their positions.
  • Low costs and transparency: Smart contracts automate purchasing, selling, and profit distribution, reducing the need for intermediaries and lowering transaction costs. All transfers and rights are recorded on a public blockchain, minimizing fraud risk and increasing investor trust.

 

Financing Without a CNB License - The Role of the MiCA Regulation

Under the new European regulation (MiCA), tokens backed by real-world assets (ARTs) fall under a specific regime. Issuers of such tokens may not publicly offer them without appropriate authorization from the relevant regulator. However, MiCA also includes exemptions allowing limited offerings without a license. If the total value of the offering does not exceed €5 million, or if tokens are distributed and held only by qualified (professional) investors, no authorization is required.

In practice, this means a developer can prepare a smaller private ART issuance to fall under these exemptions and avoid the need to obtain full authorization from the Czech National Bank (CNB). However, they must comply with the MiCA rules, or the project may fall under other financial regulations.

 

 

Key MiCA Requirements for Real Estate-Backed Token Issuers

Issuers of ARTs under MiCA are subject to strict obligations aimed at investor protection:

Authorization and White Paper

To publicly offer ARTs, the issuer must obtain authorization under MiCA (or hold a banking license), contact us and we will help you to obtain the ČNB authorization. Issuance also requires preparing, notifying, and obtaining approval for a white paper, which is reviewed by the national regulator. This document details the project, legal aspects, reserve structure, and risks.

 

Capital and Reserves

The issuer must maintain a reserve of assets separate from their own funds and guarantee capital of at least €350,000 (or 2% of the average reserve value). This ensures that the tokens are fully backed by the value of the real estate and protects holders from potential losses.

 

Transparency and Risk Management

MiCA requires issuers to regularly disclose the number of tokens in circulation, the value and composition of reserve assets. Issuers must also implement governance systems with clear procedures for handling complaints, conflicts of interest, reserve management, custody, transaction validation, and redemption or liquidity mechanisms. These requirements ensure responsible risk management and maintain investor confidence.

 

AML/CFT (Anti-Money Laundering and Counter-Terrorist Financing)

As with other crypto services, ART issuers must comply with anti-money laundering directives. This includes client identification, transaction monitoring, and reporting of suspicious activities to authorities. The issuance must be conducted in a way that minimizes the risk of token misuse for money laundering or terrorism financing.

 

 

Specific Features of Real Estate Tokenization

  1. Valuation
    The underlying real estate must be reliably appraised by an independent expert. The token value is typically based on the current market value of the property or a set of properties. The ART issuer then creates a reserve matching this value.
  2. Management and Yields
    Each token may represent a share of the rental income or sale proceeds of the property. The issuer (often through a fund or SPV model) is responsible for managing the property and distributing returns to token holders. Profit distribution rules are defined in the contractual documentation and the white paper.
  3. Legal Status
    Tokens are not, in themselves, legal documents of real estate ownership. The legal position of holders depends on the issuance model (e.g., contractual debt or issuer equity). Currently, tokens are not directly addressed in the Czech Civil Code, so their legal status is based on contract law or analogies with digital securities. While blockchain ownership records reduce dispute risks, formal real estate transfers still require traditional processes (land registry, notary, etc.).
  4. Liquidity
    Compared to traditional real estate, tokens offer significantly higher liquidity. As experts emphasize, tokenized properties can be traded continuously on secondary markets, allowing investors to instantly realize their shares instead of waiting for a long sale process. This enables faster portfolio diversification and easier capital reallocation between investments.

 

Digital Resilience and Security - What DORA Brings

The DORA (Digital Operational Resilience Act) ensures that financial entities working with tokens have robust IT systems and can effectively respond to cyber threats. DORA introduces uniform rules for managing cyber risks, protecting information systems, and responding to incidents. Key obligations include:

  • Comprehensive ICT risk management: Entities must establish an internal framework for identifying, monitoring, and managing technological risks. This includes strategies, policies, procedures, and accountability at the top management level for IT security.
  • Resilience testing: Regular penetration and stress testing are mandatory. Organizations must verify that their digital infrastructure can withstand cyberattacks and technical failures.
  • Incident reporting: Any serious security incidents must be immediately reported to regulators (in the Czech Republic, the CNB) and communicated to affected parties. Prompt detection and reporting minimize harm.
  • Third-party oversight: DORA requires financial institutions to supervise their external ICT providers (e.g., hosting, cloud, developers). Security standards must apply to the entire ecosystem supporting tokenization.

Compliance with DORA ensures that developers and tokenization platform providers can protect the project’s digital infrastructure from attacks and operational disruptions.

 

Schedule a Legal Consultation with Us

Real estate tokenization combines real estate law, capital markets law, contract law, tax aspects, and the emerging European crypto regulation. The legal framework is still a developing area, and uncertainties remain, especially regarding ownership rights and issuer liability.

We recommend consulting experienced legal professionals from the early stages of your project. A secure tokenization project cannot be executed without thoroughly addressing all regulatory requirements under MiCA, DORA, AML/CFT, and other applicable laws. Our lawyers will help structure the issuance, draft contracts and the white paper in compliance with both Czech and EU legislation-protecting both investors and the issuer.

Are you considering real estate tokenization? We recommend speaking to legal experts in finance and technology law to ensure your project is legally sound and sustainable.

 

Legal Notice: This article is for general informational purposes only and does not constitute legal advice.

 

Author: Petr Uklein

 

Interested in real estate tokenization? You’ve come to the right place. Contact us!

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Purchase a MiCA-ready Company | CASP Licensing

Autor Publikace: Mgr. Petr Uklein Datum:

Have your MiCA-ready Company tomorrow and run crypto in EU

Looking to launch your cryptocurrency, crypto exchange or any type of crypto project in EU? From now on (2025) you need to follow the EU’s Markets in Crypto-Assets (MiCA) regulation or face huge penalties. Our pre-established MiCA-ready company offers a seamless, compliant foundation for your venture. It is easy to obtain, relatively cheap and reasonable to run. With expertise in crypto licensing and regulatory compliance, we handle all legal, administrative, and operational hurdles, allowing you to focus on innovation. What demands MiCA from you see in detail here https://modernipravnik.cz/podnikani/mica-regulation/. We are experts. We went this way by ourselves and also with our clients. Judge for yourself.

 

Why Choose Our MiCA-ready Company?

1. Turnkey Solution for CASP Licensing

  • CASP Level 1 Registration: Ideal for crypto custodians, simple emission of tokens or coins, wallet providers etc.
  • CASP Level 2 & 3 Licenses: Full licensing for exchanges, trading platforms, and advanced token issuers.
  • Pre-Approved Structure: The company has no prior activity (shelf company), ensuring a clean slate for your project.

 

2. End-to-End Support

We guarantee to run the whole process for you. We will be your guide and long-term cooperative partner that you can rely on every day for the rest of your days:

  • Legal & Regulatory Compliance: We manage company transfer, MiCA registration and complete compliance, including whitepaper reviews, AML, KYC document drafting, competition of Czech National Bank application and capital/insurance requirements.
  • Accounting & Advisory Services: Partnered with experts in tax optimization and financial reporting.
  • Long-Term Management: Ongoing administrative support to ensure uninterrupted operations.

 

3. Flexible Collaboration

  • We can meet at our modern office in Vinohrady, Prague, or work remotely, just ask for free entry consultation where we will explain all the details to you.
  • Fast-track setup: Provide us with basic project details and we handle the rest.

 

Launch Your Crypto Project Effortlessly

Whether you’re issuing tokens, operating an exchange, or offering custody solutions, our package includes:

  • company transfer
  • pre-verified MiCA compliance
  • licensing tailored to your business model (Levels 1-3).
  • competitive pricing with transparent terms, usual costs for complete MiCA company reach only 12.000 € or equivalent in crypto. With less complex cases, the investment can come down to 8.000 €.

 

One MiCA license and whole EU market to conquer

Want to run your project in the whole EU? Expanding from your new base in Czech Republic was never easier. Once you obtain confirmation in the Czech Republic that your company is MiCA compliant (that’s included in company purchase price), you can just do so called “passportization process”.

This means that you only send a letter to the National Bank of another country and register for tax there, and you can do business there as well. So, for example, your customer base is biggest in Germany, Spain and France, but their tax law is complicated and prices sky high. Therefore, you better establish headquarters in the Czech Republic by buying the MiCA-ready company and we will run the Czech National Bank process. Later let’s just send the letters and registration to Germany, Spain and France and that’s it.

 

Czech Republic is Tax-Friendly Crypto Hub

Become the part of expanding Czech Crypto Hub. Czech Republic offers one of Europe’s most attractive regimes for crypto projects:

  • 0% VAT on Crypto Transactions: Cryptocurrencies are treated as a currency, exempting exchanges and everyday purchases from VAT.
  • 0% tax on crypto sold after 3 years. Capital Gains Tax Exemption: Hold assets for over three years and pay 0% tax on profits.
  • 0% tax if you get a year profit from buying and selling crypto below 100.000 CZK (about 4100 USD). Such short-term gains under CZK 100,000 (~$4,136) annually are tax-free and can make your cash flow better.

This aligns with MiCA’s framework while enhancing competitiveness for businesses and investors. We are part of Crypto Hub, and we also run our crypto project, so we went this way by ourselves and also with our clients. By acquiring our MiCA-ready company, you leverage these benefits alongside full regulatory compliance.

 

We are professionals, you won’t go wrong with us

Specializing in crypto licensing, we combine regulatory expertise with cost efficiency. Ready to start? Contact us today to secure your MiCA-ready entity and accelerate your market entry.

For details on MiCA requirements, see https://modernipravnik.cz/podnikani/mica-regulation/.

 

Author: Petr Uklein

 

Have your MiCA-ready Company tomorrow. Contact us!

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How to Complain About Services: We’ll Help You Get Your Money Back!

Autor Publikace: Datum:

 

How to Complain About Services and Get Your Money Back

Are you dissatisfied with how someone delivered a service? In this article, you will learn how to complain about services, when you are entitled to make a complaint, what rights the law guarantees you, and why it pays to be represented by a lawyer. You will also discover how we handle complaints for our clients, what arguments we use, and why service providers often prefer to settle amicably.

This time, we will break down how to complain about services in everyday life. You will find out:

  • What quality level a service provider must ensure, and what to do if quality is lacking

  • What obligations the provider has towards the consumer

  • How to properly complain about services and what rights you can exercise

  • Why it pays to get legal representation as early as the first complaint

  • How we handle complaints for clients and what results we achieve

  • How public law consumer protection works and why providers want to avoid a bad reputation

How to Complain About Services: When Is It Possible and What Does It Mean?

You might be surprised that you can complain about services just like goods. The law protects consumers not only when buying things but also when using services. For example, if a car repair shop botches a repair, a hairdresser ruins your hair, a mobile operator overcharges you, or a cleaning company does a poor job, you always have the right to complain about services.

Complaining about services means you point out a defect and exercise what’s called the right from defective performance. In practice, this means you demand a remedy-such as a repair, a discount, a refund, or compensation for damages. It always depends on the specific situation and the seriousness of the defect.

What Quality Must a Provider Ensure When Delivering Services?

The law clearly states that a provider must deliver services without defects and at a quality agreed with the customer or that is standard in the field. If you agree with a painter to paint your apartment a certain color, the result must match the agreement. If you order a specific hair color from a hairdresser based on a photo, the result must match your request.

The provider bears responsibility for acting as a professional. The law says that if someone offers services as an expert, the customer can rely on their knowledge and experience. If the provider fails, they bear the consequences. For example, if an electrician wires your home incorrectly and causes damage, they are liable, and we can help you complain about all the compensation you are entitled to.

STEP 1: Notifying the Defect

If you discover that the service does not match the agreement or usual quality, notify the defect as soon as possible. In practice, this means clearly telling the provider what the problem is. For example, you write to the car repair shop that the repair didn’t work, or to the hairdresser that the hair color doesn’t match your order.

We recommend submitting the complaint in writing-by email, letter, or data mailbox. This way, you have proof that you really filed the complaint. In more complex cases, where higher amounts or serious consequences are involved (such as a poorly repaired car or incorrect billing for home repairs), it pays to use legal representation at this stage. Our law firm will draft a clear complaint for you and ensure the provider cannot ignore your complaint about services.

STEP 2: Exercising Rights from Defective Performance

After notifying the defect, you can exercise your rights from defective performance. The law allows you to request:

  • Removal of the defect (e.g., repair or redoing the service)

  • An appropriate discount on the price

  • A refund (withdrawal from the contract)

  • Compensation for damages

  • Reimbursement of reasonably incurred costs (including legal fees)

How do we proceed in practice?

For example, if a hairdresser ruins your hair, we demand not only a refund for the poor service but also reimbursement of all additional costs the client had to incur to fix the problem-such as professional hair treatment, special cosmetics, or vitamins. If a car repair shop botches a brake job and you have to take the car elsewhere, we demand compensation for the repeated repair as well as for any damages.

I Want to Complain About Services: When Does Legal Representation Pay Off?

For more complex and expensive cases, we recommend using legal representation already at the stage of notifying the defect. Our lawyers know exactly how to formulate the complaint so that the provider cannot reject it due to formal errors. We always exercise all rights the law gives you-including compensation for damages and legal costs in accordance with the law.

If the provider rejects the complaint or tries to downplay the situation, our law firm takes over all communication for you. In practice, this means the provider can no longer ignore the client or force an unfavorable solution. For example, if a hairdresser claims the problem was your fault, our lawyers clearly explain that she, as a professional, bears responsibility.

Real-Life Examples: When to Complain About Services?

Imagine you order a home cleaning, but the company does a sloppy job-there are streaks on the windows, dust on the shelves, and a dirty floor. In such a case, we complain about the services and demand either a repeat cleaning or a discount. Another common case is incorrect billing by a mobile operator. If the operator charges you more than you agreed, we complain about the services and demand correction of the bill and a refund of the overcharge.

Complaints at car repair shops are also very common. For example, if your car still brakes poorly after a brake replacement, we demand a repair at the shop’s expense or a refund.

In hairdressing, we often encounter cases where the hairdresser colors hair incorrectly or damages its structure. In such a situation, we demand not only a refund but also reimbursement of all costs for correction by another professional.

Ordering Remotely? You Have Special Protection!

If a consumer concludes a service contract remotely (for example, over the internet) or outside the provider’s usual premises (for example, at a fair, exhibition, or at home during a visit from a sales rep), the law provides even stronger protection. The consumer can withdraw from the contract without giving any reason within 14 days of concluding the contract. If the provider fails to inform the consumer of this right, the period extends up to one year.

A typical example is ordering internet service by phone or arranging a cleaning service during a home visit from a salesperson. If you decide to cancel the contract, just send the provider a clear statement-by email or using a form on their website.

How to Complain About Services: Arguments That Work on Providers

When we complain about services for clients, we always emphasize that the provider must fulfill their duties as a professional. If, for example, a hairdresser damages hair, we clearly argue that the law requires her to perform the service professionally and in line with the client’s expectations. If the provider claims the problem was the customer’s fault, we always demand proof and remind them that they, as the expert, are responsible.

In the complaint, we always demand not only a refund but also reimbursement of all costs the client had to incur to fix the issue-such as car repair costs, professional hair treatment, special cosmetics, or legal representation. If the provider ignores or rejects the complaint, we remind them of the option to approach the Czech Trade Inspection Authority (ČOI), which can initiate administrative proceedings and even impose a fine.

In more serious cases, we threaten to publicize the case and share the negative experience. Providers are very protective of their reputation and usually do not want to risk negative reviews or bad publicity. That’s why they often prefer to settle the matter amicably and accommodate the client.

Why Complain About Services and Not Give Up?

Many people are afraid to complain about services because they think the provider will just reject the complaint. However, experience shows that if a client proceeds thoroughly and uses legal representation, the chances of success are high. Providers protect their reputation and do not want to risk fines from the Czech Trade Inspection Authority or negative reviews. That’s why they often prefer to settle amicably and satisfy the client.

In our law firm, we have already helped many clients get their money back for poorly provided services, even in cases where the provider initially refused the complaint. We know how to argue, what rights to assert, and how to proceed so that the client succeeds.

We Will Help You Complain About Services and Get Your Money Back!

If you are not satisfied with the quality of a service, do not hesitate to contact us. We have extensive experience with service complaints and can help you at every stage-from notifying the defect, through asserting all your rights, to dealing with the provider, the Czech Trade Inspection Authority, or the courts. We will ensure that the provider does not reject your complaint and that you get back what you are entitled to.

Author: Mgr. Richard Kraus, lawyer at ModerniPravnik.cz, and Jonáš Melecký, legal assistant

Do not hesitate to contact us today! We are available and will respond quickly!

 

 

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Bank Fraud: We’ll Get Your Stolen Money Back Quickly!

Autor Publikace: Datum:

Bank Fraud: How to Get Your Money Back After an Online Scam

Have you fallen victim to bank fraud and lost money due to an online scam? In this article, you’ll find a concrete guideto the steps we take when someone steals a client’s account and transfers their money away. We’ll explain why you must react immediately, how to properly file a complaint with your bank, and why you shouldn’t let yourself be brushed off. You’ll also learn which arguments we use against banks and how we’ve already helped many clients recover hundreds of thousands of crowns.

 

This time, we’ll break down a typical course of an online bank fraud. You will learn:

  • What a typical scenario of an online scam and stolen account looks like
  • How we act immediately after discovering the fraud to increase the chance of recovering the money
  • How to properly file a complaint with the bank and why we don’t accept being dismissed
  • Which specific arguments we use against the bank and why they are successful
  • How we file a criminal complaint and why it makes sense
  • Why it pays to be represented by a lawyer who has already helped clients recover hundreds of thousands

 

What Does a Typical Online Bank Fraud Look Like?

Imagine you want to log into your online banking. You open an email or SMS with a link to a page that looks exactly like your bank’s website. You enter your login details, perhaps even an authorization code. The fraudsters then gain access to your account, activate mobile banking on their device, and within minutes transfer all your money away. You only realize your account has been stolen when you receive a notification about unknown transactions or you can’t access your online banking at all.

Fraudsters often use phishing, fake emails, SMS, fraudulent payment gateways, or even deepfake calls. The result is always the same: a stolen account and your money gone.

 

STEP 1: Contact the Bank Immediately

A quick reaction is crucial for success. When a client discovers bank fraud, we immediately contact the bank and flag the payments as fraudulent. We call the customer service line or go directly to a branch. We insist that a bank fraud has occurred and demand the immediate blocking of all suspicious transactions and the account itself.

We don’t accept the claim that the client made the payments themselves. If someone falls victim to an online scam, the fraudsters have manipulated them and the client acted in good faith. We always demand that the bank marks the payments as fraudulent in international systems (such as “fraudulent payment”), which increases the chance of freezing the funds in the target accounts.

If the bank claims it’s already too late, we don’t give up. Even several hours after the fraud, we can sometimes intercept transactions, especially if the money hasn’t yet left the Czech banking system. We also help the client change all passwords and secure their accounts. If the fraudsters obtained card details, we immediately block the card.

 

STEP 2: Challenging the Bank’s Procedure

Banks often reject complaints, arguing that the client entered their login details or confirmed payments. Such arguments don’t hold up if the client was deceived. We never accept a simple rejection.

When making a complaint, we always argue that the bank must protect the client from unauthorized payments. The Payment Services Act and European legislation require banks to implement and use detection mechanisms to identify suspicious transactions and typical fraud scenarios. For example, if someone makes several large transfers in a short time to an unknown account, the bank must flag these as suspicious and halt them.

In practice, banks often don’t set up control mechanisms properly or disable them because they cost money to operate. In our complaints, we always point to specific circumstances-such as transactions not matching the client’s usual behavior, occurring at unusual times, being split into several smaller transfers, and all going to one account.

 

A Rejected Complaint Is Not a Defeat-We File an Appeal!

If the bank rejects the complaint, we immediately file an appeal. In the appeal, we detail how the bank failed in its duties and attach evidence that the client acted in good faith and was manipulated by fraudsters. We always remind the bank that labeling the client’s behavior as “gross negligence” is not justified just because they fell for sophisticated phishing. Fraudsters today can mimic a bank’s website so perfectly that an average user can’t tell the difference.

Thanks to these arguments, we have already recovered hundreds of thousands of crowns for many clients who had their money stolen by fraudsters. Banks often back down only after thorough legal argumentation and pressure from our side.

The bank must prove that the client truly acted recklessly-for example, knowingly gave login details to a third party, ignored warnings, or repeatedly entered details on suspicious websites. Most victims of online fraud, however, act in good faith, under pressure, and in stress. Fraudsters use psychological tricks and can deceive even experienced users.

 

We Know How to Negotiate with Banks

When dealing with bank fraud, in appeals against rejected complaints we always mention options such as publicizing the case or turning to the financial arbiter. Our experience shows that banks have a strong interest in settling such cases amicably. Banking institutions care deeply about their reputation and public image, so they try to avoid negative publicity and long disputes with clients. Publicizing a case of bank fraud can damage public trust in the security of their services, which is a much greater loss for the bank than returning stolen money to a few clients who seek professional legal help.

 

STEP 3: Immediately File a Criminal Complaint

At the same time as dealing with the bank, we file a criminal complaint with the prosecutor’s office on behalf of the client. This step is crucial not only for the client but also for other victims.

The police and prosecutor have the authority to immediately freeze funds in accounts where the fraudsters transferred the money. If the money is still in the system, we can get it back. Fraudsters often rob multiple people at once. Timely reporting helps other victims and increases the chances of catching the perpetrators.

We prepare the criminal complaint for the client, explain what documents we need, and proceed in a way that maximizes the chance of success. The prosecutor can, within criminal proceedings, order the freezing of funds in an account if there is suspicion that the money is proceeds of crime. The police or prosecutor issue a resolution that orders the bank not to pay out a certain amount or to freeze the funds in the account.

If the reasons for freezing disappear, the freeze is lifted and the account holder regains the right to use the money. Freezing can be applied not only to the suspect’s accounts but also to third-party accounts if there is evidence that the funds come from criminal activity.

 

Bank Fraud and Typical Scenarios: What We Encounter Most Often

  • Phishing emails and SMS: The fraudster sends a link to a fake bank website where the client enters their login details.
  • Fake banker calls (vishing): The caller pretends to be a bank employee, claims the account is compromised, and convinces the client to transfer money to a “safe account.”
  • Classified ad scams: The client sells goods via an online marketplace, the fraudster sends a link to a fake payment gateway where the client enters their account details.
  • Deepfake calls and fake identities: Fraudsters use artificial intelligence to imitate the voice or identity of known persons.
  • Stolen account: The fraudster obtains login details and takes control of online banking.

 

We Can Help You Get Your Money Back from Bank Fraud!

If you’re troubled by bank fraud, internet fraud, or an online scam, we can help. We have experience with dozens of cases where we’ve helped clients recover hundreds of thousands of crowns. We always act quickly, thoroughly, and with maximum care for your rights. We are well-versed in bank fraud and know what steps to take to protect your money.

 

Author: Mgr. Barbora Janáčková, lawyer at ModerniPravnik.cz, and Jonáš Melecký, legal assistant

 

Don’t hesitate to contact us today! We’re available and will respond quickly!

 

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Cash payment limit in Czechia and money transfers abroad

Autor Publikace: Mgr. Petr Uklein Datum:

Cash Payment Limit in the Czech Republic: How to Handle Larger Transfers

Handling cash, whether within the Czech Republic or during international travel, is governed by a number of legal regulations. Since failure to comply can result in substantial penalties, it is important to understand these rules in detail. Whether you are planning a major cash purchase or intend to carry a larger amount of money across borders, you should be aware not only of the current cash payment limit in the Czech Republic, but also of the specific conditions that apply to cash transport within the European Union and beyond. In this article, we will explain step by step everything you need to know to avoid legal issues and manage your finances safely and lawfully.

 

Daily Cash Payment Limit in the Czech Republic

According to Act No. 254/2004 Coll., the maximum amount allowed for cash payments is set at CZK 270,000 per day for a single transaction or for related payments between the same payer and recipient. In other words, this daily limit represents the legal threshold that cash operations must not exceed. It is also important to note that the limit applies to payments in both Czech and foreign currencies - converted according to the current Czech National Bank exchange rate. Moreover, this restriction applies to both individuals and legal entities, as well as to all types of commercial transactions, including real estate purchases.

 

Example

For better clarity, let’s consider a real-life scenario: if you are selling a car for CZK 500,000, it is not legally permissible to receive the full amount in cash in a single day. In such a case, a practical solution would be to divide the payment into two installments of CZK 250,000 each, made on different calendar days.

 

Transporting Cash: Rules in the Czech Republic, the EU, and Third Countries

1. Transport Within the EU

If you are travelling between EU member states - for example, from the Czech Republic to Hungary - there is no obligation to declare the transported cash. However, we strongly recommend carrying documentation that can prove the origin of the money. Typical documents include bank account statements, gift agreements, or loan contracts. Our experienced legal team can assist you in preparing these documents. Keep in mind that customs inspections may still occur in case of suspicion of criminal activity.

 

2. Transport Outside the EU

If you plan to transport more than €10,000 (approximately CZK 250,000) beyond the borders of the EU - for example, to Montenegro or Serbia - stricter rules apply. The procedure also differs depending on the mode of transportation:

  • If you are travelling by car, you must declare the cash at the border crossing when leaving the EU.
  • If travelling by plane, the declaration must be made at the customs office at your departure airport (e.g., at the airport in the Czech Republic).

The required procedure includes:

  • Filling out the standard EU declaration form,
  • Presenting a valid travel document,
  • Undergoing verification to confirm that the declared and actual amounts match.

 

Practical Tips for Transporting Cash

1. Documentation

Always carry:

  • Proof of the origin of funds,
  • Backup copies of key documents stored separately from the originals,
  • Your travel itinerary.

 

2. Security

It’s also advisable to consider the following safety measures:

  • Use of a secure vehicle (armored transport),
  • Splitting the cash between multiple individuals,
  • Taking out insurance for the transported funds.

 

3. Alternatives

Instead of carrying cash, you may wish to consider safer alternatives, such as:

  • SWIFT bank transfers (typically with a fee of 0.1-0.3%),
  • Traveler’s cheques,
  • Payment cards with a sufficiently high limit.

 

Penalties for Non-Compliance

If you fail to follow the applicable rules, be aware that individuals in the Czech Republic can be fined up to CZK 500,000, while companies can face penalties as high as CZK 5,000,000. Abroad, violations may result not only in fines, but also in seizure of the entire amount and criminal prosecution - especially in cases where there is suspicion of money laundering.

 

Conclusion

To ensure smooth and legal handling of large cash amounts - whether domestically or when travelling abroad - we recommend observing the following key rules:

  • Always respect the daily CZK 270,000 limit.
  • If this limit is exceeded, opt for a non-cash transfer instead.
  • Declare any transported cash exceeding €10,000 across borders.
  • Keep all documentation related to financial transactions for at least five years.

By following these guidelines, you not only avoid legal penalties, but also make it much easier to prove the legal origin of your funds in the event of an inspection.

 

Author: Petr Uklein

 

Not sure about the cash payment limit or how to legally transport funds abroad? Contact us - we’ll be happy to assist you!

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Unfair Competition: Defense against Slander from Competitors!

Autor Publikace: Mgr. Petr Uklein Datum:

Are Your Competitors Slandering You? It Could Be Unfair Competition!

Does the term unfair competition ring a bell? As a business owner, you may have fallen victim to it. Common examples include cases where competitors spread false information about your business or copy copyrighted articles from your website. In this article, we will explain what unfair competition means, what steps you can take, and what claims you can assert. We’ll show you which claims we can pursue on your behalf and how we can secure adequate compensation.

 

What Is Unfair Competition?

Unfair competition refers to conduct that violates good morals in economic competition and threatens or infringes upon the rights of another business owner or disrupts customer behavior. The most common forms of unfair competition include:

  • Spreading misleading information
  • Creating confusion (e.g., copying a brand)
  • Misleading or comparative advertising (e.g., providing false information or tarnishing a competitor’s reputation in advertisements)
  • Theft of content or know-how

 

Real-Life Example: Slander About Business Closure

Imagine running a successful café. Your competitor starts spreading false claims that you are closing down due to financial troubles. Customers begin to doubt your stability and stop visiting your establishment. Your revenue drops, and your good reputation suddenly suffers. This case clearly falls under the concept of unfair competition.

 

Unfair Competition and How to Defend Against It

The Civil Code provides extensive defense options for those harmed by unfair competition. If someone has threatened or infringed upon your rights, we will ensure that you receive all the compensation the law allows us to demand. You can assert the following claims against your competitor:

 

1. Cease-and-Desist Claim

The cease-and-desist claim allows you to demand an immediate halt to illegal actions. In cases of slander, you can request that the competitor stop spreading false information about your business.

How We Proceed: Our law firm will send the perpetrator a pre-litigation notice demanding they cease spreading slander, along with other claims described below. If they fail to respond, we will file a lawsuit requesting a preliminary injunction from the court. The court can decide very quickly and order an immediate cessation of the harmful conduct.

 

2. Remedy of Defective Condition

This claim allows you to demand the removal of consequences caused by unfair competition. In cases of slander, for example, you can request that false information be removed from the internet and all other accessible platforms.

How We Proceed: If the competitor has published a false article about your business, we will secure a court decision ordering its removal from websites or social media platforms.

 

3. Reasonable Compensation

Reasonable compensation includes moral restitution for harm caused-such as an apology or other actions to restore your reputation.

How We Proceed: In cases of reputational damage, we will ensure a public apology from the perpetrator via media or social networks. If the competitor has a website, we will demand that the apology be prominently displayed on their homepage. The apology must be sufficiently visible and clearly state that the false information they unlawfully spread about you was untrue.

 

4. Damages

If you have suffered financial harm due to unfair competition (e.g., revenue loss caused by slander), you have the right to claim compensation for damages.

How We Proceed: We collaborate with experts in economic analysis and accountants-using their assistance, we calculate the exact amount of damage caused by slander. We will file a lawsuit seeking compensation for these damages and ensure that your competitor fully reimburses you.

 

5. Release of Unjust Enrichment

If the competitor gained unlawful profits through unfair practices (e.g., attracting customers through false information), you have the right to demand the release of these profits.

How We Proceed: We will gather evidence showing that the competitor gained profit due to harming your business (e.g., increased revenue due to your customers switching). In our lawsuit, we will assert a claim for unjust enrichment and ensure full reimbursement.

 

Slander as a Criminal Offense

Slander is not only an unfair competitive practice but may also constitute a criminal offense under the Criminal Code. If someone knowingly spreads false information about your business with the intent to harm your reputation, we will file a criminal complaint directly with the public prosecutor’s office, which will then take further necessary steps and instruct law enforcement authorities to act.

 

How Do We Defend Against Slander?

  • Gathering Evidence:
    We collect all evidence related to slander-such as screenshots from websites, customer testimonies, or social media communications.
  • Contacting the Perpetrator:
    We send a pre-litigation notice demanding an immediate halt to spreading false information and assert all other claims arising from unfair competition as described above.
  • Filing Criminal Complaints:
    If the perpetrator refuses to cooperate, we file a criminal complaint with law enforcement authorities.

 

We’ll Help Protect Your Rights!

Do you feel that your competitor has harmed you through unfair competition? Whether it involves slander, content theft, or other unethical practices, our law firm will help you achieve justice and compensation for damages caused. With extensive experience in asserting claims related to unfair competition, we are professionals in this legal field-you can rely on us!

 

Author: Mgr. Petr Uklein, Lead Attorney at ModerniPravnik.cz Law Firm, and Jonáš Melecký, Legal Assistant

 

Contact Us Today! We’ll Protect You Against Unfair Competition

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Ready-made company: How to start a business quickly in the EU and/or the Czech Republic? Use ready-made company (shelf company)

Autor Publikace: Mgr. Petr Uklein Datum:

Do you want to start a business without unnecessary administration? A ready-made company, or shelf company, allows you to enter the market immediately. In this article, you will find out what a ready-made company is, what advantages it has over an SPV and why it is the ideal choice for a quick start to your business.

This time we will discuss:

what a ready-made company is and how it works,
what are its main advantages,
how we can speed up VAT registration,
what is an SPV,
how our law firm can help you with a ready-made company.

What is a ready-made company and why should you choose one?

A ready-made company is an already established company, most often a limited liability company, which has never carried out any business activity. It is registered in the Commercial Register, has an assigned company number, paid-up share capital and meets all legal requirements. Such a company is ready for immediate transfer to a new owner.

This type of company is ideal for those who want to start a business quickly and without unnecessary delays. While we can handle the process of establishing a new company in a week, we can resolve the transfer of a ready-made company by the next day!

Our law firm specializes in transfers of ready-made companies and provides a complete legal service from preparing documentation to registering changes in the Commercial Register.

What are the advantages of a ready-made company?

Choosing a ready-made company brings a number of advantages:

Immediate start of business: You do not have to wait for approval of registration in the Commercial Register - you can do business almost immediately.
Without debts and obligations: Ready-made companies have no business history, so there is no risk of hidden obligations.
Time saving: All administrative steps associated with establishing a company have already been carried out.
Legal certainty: Our law firm guarantees that all documents are in order and the company has no legal defects.
Possibility of immediate data changes: After the transfer, the company name, registered office, business purpose and statutory bodies can be easily adjusted.

Thanks to these advantages, a ready-made company is the ideal solution for anyone who wants to start a business quickly and efficiently.

Thanks to a shelf company, we can also handle VAT registration faster!

VAT registration is an important step for many entrepreneurs and can be carried out very efficiently with a ready-made company. Once the company is transferred to a new owner, we can immediately start the registration process. Thanks to our close cooperation with qualified accountants and tax advisors, we are able to significantly speed up this process. While VAT registration can normally take 1-2 months depending on the specific tax office, our experience and contacts allow us to often shorten this process. We offer not only assistance with registration, but also comprehensive services including the preparation of all documentation, communication with the authorities and strategic advice on the optimal timing of registration in relation to your business plans.

Do you want to learn about the latest developments in taxation in 2025? Read our article!

SPV or minimization of business risk

SPV (Special Purpose Vehicle) or special purpose company is an effective tool for minimizing business risk. It is a separate legal entity established for a specific purpose, most often for the implementation of a specific project or business. The main advantage of SPV is the separation of risk from the parent company - in the event of a project failure, the possible bankruptcy of the SPV will not affect the financial situation of the parent company. SPV is often used in market expansions, in development projects or when introducing new products or services. In addition to protecting assets, SPV can also help hide innovative projects from competitors and offers certain tax benefits. However, it is important to remember that SPV must actually serve its declared purpose and must not be abused to manipulate accounting or hide the debts of the parent company.

Why choose a ready-made company?

If you need to start a business immediately or do not have time to start a new company, a ready-made company is the clear choice. Our law firm will help you evaluate which option best suits your needs. If you have a business project that you would like to consult on from a legal perspective, do not hesitate to arrange a legal consultation with us!

How does the transfer of a ready-made company take place?

The transfer of a ready-made company is a quick and simple process that we will completely arrange for you:

A short interview with the client: Together we will select a suitable ready-made company according to your requirements.
Preparation of documentation: We will prepare all necessary contracts and documents for the transfer.
Recording changes in the commercial register: We will take care of updating the data in the register (e.g. change of executive director or registered office).
Handover of the company: After completing all formalities, you can start doing business immediately.

The entire process usually takes only a few days and our lawyers will be available to you at all times.

We will help you with the selection and transfer of a ready-made company!

Do you have any questions about choosing the right business form? Our law firm has extensive experience with the transfers of ready-made companies and the establishment of SPVs. We will ensure a smooth process for you and take care of all administration and legal requirements.

In the area of ​​corporate law, we offer comprehensive services including mergers and acquisitions, company restructuring, optimization of ownership structures including the creation of holdings and trust funds, assistance with financing and capital operations, bond issuance, and implementation of corporate governance systems. Our experience ranges from the establishment of companies through their growth to possible sale, always with an emphasis on legal security and efficiency of our clients’ business.

Author: Mgr. Petr Uklein, leading attorney at the law firm ModerniPravnik.cz, and Jonáš Melecký

Contact us today! Together we will find the best solution for your business.

Napište našim odborníkům, pomůžeme vám!

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Neváhejte se s námi podělit o svou situaci a stručně popsat, s čím vám můžeme pomoci. Sdělte nám, jak vás můžeme nejlépe kontaktovat, a náš tým se vám obratem ozve s návrhem řešení. Pro vaši lepší orientaci doporučujeme se předem seznámit s naším ceníkem služeb.
Po-Pá: 9:00 -18:00

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We Can Establish a Lottery Venture in the Czech Republic for you!

Autor Publikace: Mgr. Petr Uklein Datum:

How to Establish a Lottery Venture in the Czech Republic?

Are you planning to establish a lottery venture and operate in the lottery sector? If so, we have prepared a detailed guide to help you navigate the process of setting up a lottery venture. Specifically, you will learn the steps required to establish your lottery venture as quickly as possible, the obligations you must fulfill, and what our law firm can offer you along the way.

Establishing a lottery venture in the Czech Republic represents an exciting opportunity for entrepreneurs seeking to enter the regulated gambling market. Furthermore, this article provides a step-by-step guide for meeting all requirements necessary to legally operate lotteries. The process includes company registration, obtaining a license from the Ministry of Finance, and adhering to strict requirements set by the Gambling Act.

 

Step 1: Lottery Venture Registration

Every operator of a lottery venture must first establish a legal entity with its registered office in the Czech Republic. For this purpose, the most common options are a limited liability company (s.r.o.) or a joint-stock company (a.s.). If you are unsure which option is best for you, we will gladly advise you on this decision. Moreover, as experts in company formation, we invite you to read our related article for additional insights!

 

Registration Process

  1. Document Preparation
    To begin with, we prepare the founding deed for your lottery venture, which includes essential information such as the company name and business activities. Additionally, it involves appointing directors or board members. This step typically takes around three days.
  2. Notarial Certification
    Afterward, documents are certified by a Czech notary, which takes one day.
  3. Court Submission
    Subsequently, the company is registered in the Commercial Register through the relevant regional court. Registration usually takes 1-3 days.
  4. Tax Registration
    Finally, the company registers for corporate income tax or VAT, which takes an additional 1-3 days.

 

The entire registration process can generally be completed within one to two weeks. In addition to handling all necessary documents on your behalf, our law firm ensures smooth registration without unnecessary delays.

If you don’t want to wait for an s.r.o. establishment, we also offer ready-made companies (shelf companies). For more information on this option, please refer to our article.

 

Step 2: Obtaining a License for Your Lottery Venture

To legally operate a lottery venture in the Czech Republic, obtaining a license from the Ministry of Finance is mandatory. This process requires meeting several specific conditions; however, we will guide you through it so that you can focus on your business in the meantime.

 

Before Submitting Your Application

  • Company Establishment
    First and foremost, your company must have its registered office in the Czech Republic and meet capital requirements. For lottery ventures specifically, this amounts to CZK 20 million (€800,000), one of the lowest requirements in Europe. By comparison, Poland requires a minimum capital of €1 million.
  • Game Plan
    Every lottery must have an approved game plan. The Ministry of Finance requires that this plan include precise conditions for player participation, mechanisms for drawing results, and clearly defined deadlines for prize payouts. Additionally, this document must be tailored to the specific type of lottery-such as numerical lotteries or raffles-and comply with all requirements of the Gambling Act. Rest assured that we will assist you with preparing this plan and ensure compliance with all legal formalities.
  • Technical Security
    Technical security plays a crucial role in obtaining your license. This includes certification of the random number generator (RNG), which ensures fair drawing processes. The RNG must comply with ČSN EN 62304 standards regulating software lifecycle processes. Furthermore, operators must ensure data protection according to ČSN ISO/IEC 27001:2014 standards and enable real-time data transmission to the Ministry of Finance’s system. Both areas are critical for license approval; therefore, we will help set up all processes in compliance with legal requirements.

 

Application Submission

The license application includes several key components:

  • Business Plan with Gross Gaming Revenue (GGR) Projection
    Each license application must include a detailed business plan that incorporates GGR projections. This plan serves as one of the key documents for the Ministry of Finance when evaluating business viability and transparency. Moreover, it must contain realistic financial estimates, including expected revenues from lotteries, operating costs, and tax deductions. Our law firm will help you prepare this plan to meet Gambling Act requirements and increase your chances of license approval.

 

  • Proof of Financial Security for Prize Payments
    Lottery operators must submit proof of financial security for prize payments-typically involving a bank guarantee covering 110% of all potential winnings. This guarantee protects players and ensures that operators can pay out all prizes regardless of their current financial situation. Moreover, the bank guarantee must be issued by an EU/EEA-registered bank or financial institution. Our firm collaborates with banks experienced in issuing these guarantees and will help you secure all necessary documents.

 

  • Internal Anti-Money Laundering Policies (AML/CFT)
    Every lottery venture must implement internal anti-money laundering (AML) and counter-terrorism financing (CFT) policies. These policies include customer identification for transactions exceeding CZK 1 million (€40,000), monitoring suspicious activities, and regular reporting to relevant authorities. Operators must also conduct regular employee training and establish effective control mechanisms while keeping transaction records for ten years. Our firm will help create comprehensive AML/CFT policies that comply with all legal requirements and minimize sanctions risks-which can reach up to CZK 50 million (€2 million) or result in license revocation.

 

  • Application Fee
    Finally, applicants must pay an application fee set at CZK 500,000 (€20,000). This fee is non-refundable and applies to each individual application. To avoid errors that could lead to rejection or resubmission, our firm ensures proper preparation of all documents.The Ministry reviews applications within 3-6 months. After license approval is granted, operators must launch their activities within 12 months.

 

A Lottery Venture & Advertising

Advertising gambling games-including lotteries-must comply with both the Gambling Act and Advertising Regulation Act (Act No. 40/1995 Coll.). For instance, advertisements cannot target persons under 18 years old or create an impression that gambling is financially stable or risk-free income. They must also include warnings such as: “The Ministry of Finance warns: Participation in gambling may cause addiction!” Unauthorized promotion can result in fines up to CZK 5 million (€200,000). In addition to legal requirements, soft law recommendations issued by the Advertising Council are widely respected in the Czech Republic-promoting ethical and transparent campaigns. Therefore, our firm ensures your advertising strategy meets all legal standards as well as societal expectations while minimizing sanction risks and enhancing brand credibility.

 

Advantages of a Lottery Venture in the Czech Republic

The Czech Republic offers several key advantages for lottery operators:

  • Lower Costs: Capital requirements are lower than in other European countries.
  • Faster Licensing Process: The process typically takes 3-6 months.
  • EU Passporting: A license obtained in the Czech Republic allows gambling operations across other EU countries without needing additional licenses.

 

How Can We Help?

Our law firm has extensive experience providing legal advice in gambling-related matters. We assist clients not only with company registration but also with preparing license applications and implementing legislative measures tailored specifically to their needs. Above all else, we focus on ensuring every step complies with legal requirements while helping your business succeed.

 

Authors: Mgr. Petr Uklein - Head Lawyer at ModerniPravnik.cz Law Firm; Jonáš Melecký - Legal Assistant

 

Contact us today! We are available by phone or email for quick responses!

Napište našim odborníkům, pomůžeme vám!

Advokat 1
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Advokat 4
Advokat 5
Advokat 6
Advokat 7
Neváhejte se s námi podělit o svou situaci a stručně popsat, s čím vám můžeme pomoci. Sdělte nám, jak vás můžeme nejlépe kontaktovat, a náš tým se vám obratem ozve s návrhem řešení. Pro vaši lepší orientaci doporučujeme se předem seznámit s naším ceníkem služeb.
Po-Pá: 9:00 -18:00

📞 (+420) 732 394 849