| Author: |
Kateřina Vysloužilová, Ambruz & Dark, advokáti, v.o.s |
| Publication: |
Czech business weekly |
| Date: |
26. 3. 2007 |
Although the new Labor Code seemed to dominate, 2007 brought a number of other changes in legal regulations-such as the Decree on Digitalization of the Commercial Register. Since Jan. 1, 2007, certain documents that by law must be deposited in the collection of documents-part of the Commercial Register-have to be submitted to the appropriate court only in electronic Portable Document Format (PDF). This duty, however, refers only to those documents that do not stand as evidence of information that is applied to be registered in the Commercial Register. In practice, for example, a notarial deed evidencing establishment of a company that you suggest be registered in the Commercial Register still has to be submitted in hard copy, but an annual report must be deposited in the collection of documents in electronic form.
Two methods of e-deposition The decree allows for two methods for depositing documents in the collection of documents. The first is via electronic post, meaning the document can be sent to the collection by e-mail. It’s important to know that an ordinary e-mail without an electronic signature is sufficient for sending documents to the collection. The second method is the deposition of a writeable CD containing the recorded document.
Aside from the fact that the decree requires the documents be in PDF format, the digitalization of the collection of documents is definitely a step forward. Currently, the electronic Commercial Register available on the portal www.justice.cz-the Web site that list all companies registered in the Czech Republic-invites you to view documents deposited by each company. However, the sad truth is that most of the deposited documents haven’t been digitized yet. If you really need information, you have to make a trip to the court that maintains the Commercial Register.
Dealing with the various Czech courts during January showed different levels of awareness and preparedness for digitizing documents. However, after nearly three months, both permitted methods for depositing documents seem to be working fine.
Contrary to the e-mail method by which documents are deposited in the collection of documents, an electronic application for registration in the Commercial Register must be signed using a certified electronic signature.
Several companies provide certified electronic signatures. Therefore, it may seem that we’re close to the time when applications for registration in the Commercial Register will be made online. Although such a vision is already technically feasible, unfortunately, the legislative framework is lagging behind.
The problem is the conversion and e-legalization of appendices. As mentioned above, an application for registration in the Commercial Register can be submitted in electronic form, but it has to be signed using a certified electronic signature. Nevertheless, neither the Commercial Code nor any other legal regulations address the question of how to enclose originals or copies verified by a notary. A simple example could be a power of attorney for a lawyer to submit the application for registration of a company. Such a power of attorney has to be signed in front of a notary and enclosed with the application form. Let’s have a look at two ways to get to the ideal product-an electronic version of a document verified by a notary-in the context of the above example of the power of attorney.
The first possibility requires that the person physically sign a hard-copy power of attorney in front of the notary verifying his or her signature. Thereafter, the notary converts the hard-copy power of attorney to electronic form, and provides the electronic version with a certified electronic signature and the respective verification. Of course, this same procedure should work in reverse, enabling the notary to make a hard copy of an electronic document when necessary.
The second possibility enables signing the power of attorney using a certified electronic signature in the comfort of one’s home and dispatching the signed document to the notary. The notary checks the determined parameters-such as whether the integrity of the document is breached, whether the certified electronic signature of the person is valid and effective-and, if all the conditions are met, the notary legalizes the electronic document-that is, provides the document with the certified electronic signature and the respective verification appendix.
Most Czech notaries have obtained certified electronic signatures. Unfortunately, the current legal regulations don’t recognize either the process of conversion or that of electronic legalization.
The world gets smaller Imagine the possibilities that electronic conversion and legalization bring to international issues and distance, provided, of course, that certain security standards are set up. Who cares whether you are on vacation in South America for a few weeks, or that you moved to Asia for a couple of months? If you have the device with your certified electronic signature, signing some documents isn’t a problem. One click of the mouse and the document flies to the Czech notary. Two more clicks and your lawyer sends it to the court. The old document certification is gone.
A new tide brings a project called e-state that, among other things, initiated the preparation of a draft for an act to make certain process acts electronic. This draft also deals with the conversion of documents, legalization of certified electronic signatures and persons authorized to carry out conversion or legalization.
Although in certain parts the draft is unnecessarily formal and imposes even stricter requirements than the currently effective legal regulations, and although it doesn’t reflect the possibility for attorneys to legalize certain documents (which they have under the Advocacy Act), it’s undoubtedly a meritorious initiation.
Digitalization of the collection of documents is another step that lightens the burden of administration for everybody. Hopefully, the remaining bureaucratic weights will be lifted soon.
