Personal Liability for Company Managers Under the Czech Competition Law Reform 2026: What Directors and Boards Must Know

The 2026 amendment to the Czech Competition Act (Act No. 143/2001 Coll. ) marks a watershed moment for corporate leadership in the Czech Republic, introducing explicit personal liability for managers who participate in, facilitate or fail to prevent competition-law breaches. For the first time, statutory directors, board members and senior officers face administrative fines and activity bans in their individual capacity, not merely as representatives of the offending company. Alongside these personal-liability provisions, the Úřad pro ochranu hospodářské soutěže (UOHS, the Office for the Protection of Competition) gains powerful new enforcement tools, including call-in powers and a market-intervention instrument, that compress investigation timelines and raise the stakes for every boardroom decision.

This guide delivers the practical compliance checklist that directors, CEOs, in-house counsel and compliance officers need right now.

Three immediate board actions:

• Preserve all competition-sensitive records, issue a document-preservation notice to commercial, procurement and sales teams within 14 days.
• Commission a compliance gap review, instruct your Chief Legal Officer (CLO) or external counsel to benchmark current policies against the new statutory requirements.
• Schedule targeted training, book competition-awareness sessions for all managers who hold pricing, tendering or strategic-partnership authority.

What the 2026 Reform Changes: A Legal Summary

The amendment to the Czech Competition Act represents the most significant overhaul of competition enforcement since the Act’s original adoption. Where previous enforcement was directed almost exclusively at the corporate entity, the 2026 changes create a parallel track of Czech Competition Act personal liability aimed at the natural persons behind anticompetitive conduct. Below is a summary of the headline changes and their practical consequences for management.

• Personal administrative fines. Natural persons who materially participate in, authorise or facilitate a competition breach may now face individual administrative sanctions. The amendment empowers UOHS to impose fines directly on managers, a departure from the previous regime where only the undertaking was sanctioned.
• Activity bans. In addition to monetary penalties, UOHS may impose an activity ban that prohibits a sanctioned individual from holding a managerial or supervisory position for a defined period. The practical effect is career-altering: a director subject to an activity ban loses the ability to serve on any board or in any senior management role for the duration of the ban.
• Increased fines for cartels. The amendment raises fine ceilings for the most serious infringements, including hardcore cartels, price-fixing, bid-rigging and market-allocation agreements. Industry observers expect that increased fines for cartels in the Czech Republic will significantly raise the financial exposure of both companies and the individuals who direct or tolerate cartel conduct.
• Call-in powers. UOHS receives new authority to call in transactions and market conduct for review on its own initiative, even where no formal notification has been filed. These call-in powers compress management response times and expand the situations in which a board may face compulsory disclosure obligations.
• Market-intervention instrument. The market intervention Czech tool allows UOHS to impose structural or behavioural remedies to address competition concerns in a market, independent of a specific infringement finding. For managers, this creates a new category of regulatory risk that can affect business operations without a proven breach.
• Eased evidentiary standards. The reform lowers certain evidentiary thresholds for initiating proceedings, making it easier for UOHS to open and pursue investigations based on circumstantial evidence.

Quick Legislative Timeline

Can Managers Be Held Personally Liable? The Legal Test for Personal Liability in Czech Competition Law

Yes. Under the 2026 amendment, company directors and managers can be held personally liable for competition breaches. The reform establishes a distinct administrative-law pathway for sanctioning natural persons, sitting alongside, but separate from, any criminal liability that may arise under the Czech Criminal Code for the most serious offences (such as bid-rigging constituting fraud). Understanding the legal test is essential for every board member.

The core liability standard centres on three elements:

1. Material participation or facilitation. A manager is liable if they directly participated in anticompetitive conduct, for example, attending a cartel meeting, exchanging competitively sensitive information with a rival, or instructing subordinates to implement a price-fixing arrangement.
2. Authorisation or approval. A manager who approves, ratifies or authorises a restrictive agreement or concerted practice, even without being present during its execution, falls within scope. Board-level resolutions that endorse anticompetitive strategies constitute a clear trigger for manager liability under competition law.
3. Failure to prevent when aware of the risk. Early indications suggest that the reform also captures managers who, despite being aware of ongoing anticompetitive conduct, fail to take reasonable steps to prevent or terminate it. This “negligent omission” limb is narrower than the first two categories, but it has the broadest practical reach because it targets passive board members and supervisory-board members who look the other way.

Who Is Covered: Statutory Directors, Board Members and De Facto Managers

The scope of the personal-liability provisions extends beyond those who hold a formal statutory-director appointment. In line with established Czech corporate-law principles (as reflected in the Business Corporations Act, No. 90/2012 Coll.), the amendment captures:

• Statutory directors (jednatelé in s.r.o. companies; members of the board of directors in a.s. companies).
• Supervisory board members, where they have participated in or failed to exercise oversight duties regarding competition compliance.
• De facto managers, individuals who exercise managerial control or decision-making authority without holding a formal appointment. This is significant for private-equity and group structures where operational control sits with a parent-company nominee or shadow director.
• Senior officers with decision-making authority, commercial directors, heads of sales, procurement leads and others whose director duties under competition law include setting prices, managing tenders or negotiating market-allocation agreements.

The distinction between administrative and criminal sanctions matters. Administrative proceedings brought by UOHS carry a lower burden of proof than criminal prosecution. This means that a manager may face an administrative fine and an activity ban even where the evidence would be insufficient for a criminal conviction, a practical reality that boards must factor into their risk assessments.

Conduct and Evidence That Create Risk: Practical Examples

Understanding how personal liability in Czech competition proceedings is triggered in practice requires examining the types of conduct and evidence that UOHS is likely to rely upon. Below are four realistic scenarios that illustrate the risk spectrum for managers.

• Price-fixing via email trail. A commercial director exchanges emails with a counterpart at a competitor, discussing price increases and agreeing to implement them simultaneously. The email chain is the primary evidence. Under the reform, both the director and any board member who was copied on the correspondence, and failed to intervene, face personal exposure.
• Bid-rigging through procurement. A procurement manager coordinates with suppliers to rotate winning bids on public contracts. Internal bid-evaluation spreadsheets and messaging records form the evidentiary basis. The reform’s eased evidentiary standards mean that patterns of bidding behaviour can serve as circumstantial evidence sufficient to open proceedings against the manager who oversaw the procurement team.
• Tacit collusion via trade-association meetings. A CEO attends an industry-association meeting where competitors discuss capacity plans and pricing intentions. Even if no formal agreement is reached, the exchange of competitively sensitive information constitutes a concerted practice. Minutes, attendance records and contemporaneous notes become critical evidence.
• Failure to supervise. A board chair is informed by the compliance officer that the sales team is sharing price lists with competitors but takes no remedial action. The compliance report and board minutes (or absence of minutes recording a response) are the key evidence of negligent omission.

How Call-in Powers Change Evidence Collection

The new call-in powers of the OPC (UOHS) fundamentally alter the dynamics of evidence gathering. Before the reform, UOHS typically relied on dawn raids, leniency applications and sector inquiries to obtain evidence. The call-in instrument allows UOHS to compel production of documents and information at short notice, without a prior dawn raid, and in relation to transactions or conduct that has not yet been formally notified or investigated.

For managers, the practical consequence is that internal documents, board minutes, email correspondence, messaging-app records and CRM data, may need to be produced before the company has had time to conduct its own internal review. This compresses the window for privileged legal assessment and increases the risk that unreviewed materials containing inculpatory statements reach UOHS before counsel has been engaged.

Immediate Board Checklist: 10 Things to Do in the Next 30–90 Days

This compliance checklist for directors translates the statutory changes into a concrete action plan. Each item identifies an owner, a timeline and a deliverable. Boards that complete these steps within 90 days of the reform’s entry into force will have a defensible record of proactive compliance, a factor that industry observers expect UOHS to weigh when assessing the severity of any future sanctions.

1. Issue a document-preservation notice (Owner: CLO | Days 1–14). Circulate a written preservation notice to all commercial, sales, procurement and strategy teams. The notice should instruct staff to retain all documents, including messaging-app communications, relating to competitor contacts, pricing decisions and tender processes. Sample language: “All documents and communications relating to pricing, market allocation, competitor contacts and procurement bids must be preserved in their original form until further notice.”
2. Convene an extraordinary board meeting (Owner: Board Chair | Days 1–14). Record a formal board resolution acknowledging the reform, mandating a compliance review and appointing a responsible board member or committee to oversee implementation. Sample minute: “The Board notes the entry into force of the 2026 amendment to Act No. 143/2001 Coll. and resolves to commission an immediate compliance review and to appoint [name/committee] to oversee its implementation.”
3. Commission a compliance gap review (Owner: CLO / External counsel | Days 1–30). Engage competition counsel to benchmark existing compliance policies, training records and escalation procedures against the new statutory requirements. Deliverable: a written gap-analysis report with prioritised recommendations.
4. Map personal-liability exposure across the organisation (Owner: CLO / HR | Days 14–45). Identify all individuals who fall within the scope of the personal-liability provisions: statutory directors, supervisory board members, de facto managers and senior officers with pricing, tendering or strategic-partnership authority. Produce a risk-exposure register.
5. Update the competition compliance policy (Owner: CLO | Days 30–60). Revise the written policy to reflect new obligations, personal-liability thresholds, call-in procedures and reporting lines. Ensure the updated policy is approved by the board and distributed to all in-scope personnel.
6. Deliver targeted training (Owner: CLO / External counsel | Days 30–60). Conduct in-person or live-virtual training sessions for all managers identified in the risk-exposure register. Training should cover: what constitutes a breach, personal consequences, reporting obligations, how to handle competitor contacts, and the do’s and don’ts if UOHS initiates contact. Record attendance and assessment results.
7. Review and update internal investigation protocols (Owner: CLO | Days 30–60). Ensure that the company’s internal-investigation procedure accounts for the compressed timelines created by call-in powers. Key updates: privilege-protection steps, external counsel engagement triggers, document-hold procedures and escalation to the board.
8. Review D&O insurance coverage (Owner: CFO / External broker | Days 30–60). Request a coverage opinion from the company’s D&O insurer or broker specifically addressing: (a) whether personal regulatory fines under the Czech Competition Act are covered; (b) whether activity-ban defence costs are included; (c) notification obligations and coverage triggers. Act on any gaps identified.
9. Establish a competition risk-escalation protocol (Owner: CEO / Board | Days 45–75). Define clear escalation thresholds: what types of competitor contact, pricing decisions or market conduct must be reported to the CLO or board before they are implemented. Document the protocol in the compliance policy and the board’s standing orders.
10. Conduct a retrospective risk assessment (Owner: CLO / External counsel | Days 60–90). Review past commercial conduct for potential legacy risks that could now be investigated under the enhanced enforcement powers. If issues are identified, seek immediate legal advice on remedial steps, including the feasibility of a leniency application to UOHS.

Internal Investigations and Dealing with UOHS: A Procedural Playbook

When UOHS exercises its new powers, whether through a call-in order, a request for information or a dawn raid, a company’s response in the first hours and days determines its legal exposure and that of its managers individually. The following procedural playbook outlines the critical do’s and don’ts.

When to initiate an internal investigation:

• Immediately upon receiving any contact from UOHS (formal or informal).
• When the compliance officer or any employee reports suspected anticompetitive conduct internally.
• When the company identifies a potential competition issue during a routine compliance audit or M&A due-diligence process.

Critical do’s:

• Engage external competition counsel before producing any documents in response to a call-in order.
• Issue a document-hold notice immediately, covering paper files, electronic records and messaging platforms.
• Separate privileged legal advice from factual business records and maintain a privilege log.
• Appoint a single point of contact for all communications with UOHS (usually external counsel).
• Brief the board promptly on the scope of the investigation and the personal-liability implications for individual directors.

Critical don’ts:

• Do not destroy, alter or selectively delete any records after receiving a UOHS request or becoming aware of an investigation.
• Do not allow individual managers to respond to UOHS directly without counsel present.
• Do not assume that internal legal-advice memos are automatically privileged, privilege in Czech administrative proceedings is narrower than in common-law jurisdictions and must be actively asserted and documented.
• Do not delay board notification, personal liability may extend to board members who were aware of the investigation and failed to act.

Whistleblowing and Protections

The reform operates alongside the Czech Whistleblower Protection Act (Act No. 171/2023 Coll.), which requires companies with 50 or more employees to maintain internal reporting channels. Boards should ensure that the competition compliance policy is aligned with the whistleblower-protection framework, so that employees who report suspected anticompetitive conduct are protected and their reports are channelled to the CLO or an independent compliance function. Effective whistleblowing channels serve a dual purpose: they enable early detection and remediation, and they create a documented record that the board took reasonable steps to prevent breaches, a factor that may mitigate personal liability.

HR, Activity Bans and Director Insurance (D&O) Implications

An activity ban imposed under the reform prevents a manager from serving in any managerial or supervisory capacity for its duration. The practical HR consequences are immediate: the individual must be removed from their position, service agreements must be terminated or suspended, and the company must manage the operational disruption of losing a senior leader.

From an insurance perspective, D&O policies in the Czech market typically cover defence costs associated with regulatory investigations, but coverage for regulatory fines themselves is highly variable. Many policies contain explicit exclusions for fines arising from administrative proceedings or cap coverage for regulatory penalties. Early indications suggest that the introduction of personal liability under Czech competition law will trigger a market adjustment in D&O underwriting, boards should expect insurers to add competition-specific exclusions or increase premiums.

Recommended steps:

• Review all director service agreements for indemnification clauses and update them to address competition-law exposure.
• Request a written coverage opinion from the D&O insurer addressing the new personal-liability provisions.
• Consider side-A (individual-only) D&O coverage as a supplement where the primary policy excludes regulatory fines.
• Develop a board-approved protocol for managing the suspension or removal of a director subject to UOHS proceedings.

Compliance Governance: Board-Level Policy Changes

Effective compliance governance requires more than a written policy, it demands embedded processes, documented decisions and regular review cycles. In response to the reform, boards should implement the following structural changes:

• Board-level competition risk assessments. Integrate competition-risk review into the agenda of at least two scheduled board meetings per year. Require the CLO or compliance officer to present a written assessment of current risks, recent enforcement trends and any internal reports received.
• Decision-log templates. Require that all board decisions relating to pricing strategy, market entry, joint ventures, procurement frameworks and competitor engagement are recorded using a standardised template that includes a competition-law impact statement.
• Approval workflows for high-risk activities. Establish mandatory prior legal review for any proposed activity that involves competitor contact, joint purchasing, information sharing with market participants, or changes to pricing methodology.
• Annual compliance training. Mandate annual refresher training for all in-scope personnel, with documented attendance and post-training assessment. Training records serve as evidence of the board’s commitment to compliance, relevant to both the company’s and the individual manager’s defence.
• Escalation thresholds. Define quantitative and qualitative triggers that require immediate escalation to the board or CLO, for example, any unsolicited contact from a competitor about pricing, or any UOHS communication.

Personal Exposure Under the 2026 Reform: Comparison by Role

Conclusion: Recommended Next Steps for Boards Facing Personal Liability in Czech Competition Proceedings

The 2026 amendment to the Czech Competition Act has fundamentally altered the risk landscape for company managers. Personal liability is no longer theoretical, it is an enforceable reality backed by administrative fines, activity bans and enhanced investigation powers. Boards that act decisively in the next 90 days will be in the strongest position to demonstrate proactive compliance and to defend individual directors if proceedings are initiated.

The recommended next steps are:

• Complete the 10-point compliance checklist above, assigning clear ownership and deadlines at the next board meeting.
• Engage external competition law counsel with Czech enforcement experience to conduct the gap review and deliver board-level training.
• Review D&O insurance coverage and director service agreements to close any gaps in personal-liability protection.
• Establish ongoing compliance governance, annual risk assessments, decision logs and escalation protocols, to create a continuous, documented record of board diligence.
• Explore our Czech Republic lawyer directory to connect with qualified practitioners who specialise in competition compliance and enforcement defence.

Sources

1. Úřad pro ochranu hospodářské soutěže (UOHS), New Competition Tools Press Release
2. Parliament of the Czech Republic, Legislative Database
3. Sbírka zákonů, Collection of Laws (Consolidated Czech Legislation)
4. European Commission, Competition Policy
5. OECD Competition Division
6. Charles University, Faculty of Law