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 has fundamentally changed the risk landscape for company managers by introducing explicit personal liability for natural persons who participate in or facilitate competition-law infringements. For the first time under Czech competition law, statutory directors, board members and senior managers face administrative fines and activity bans that attach to them individually, not merely to the undertaking they serve. This guide explains who is exposed, what conduct creates risk, and precisely what boards should do in the next 30, 60 and 90 days to protect themselves under the new Czech competition framework.

Three immediate actions every board should take now:

• Preserve all documents, issue a company-wide preservation notice covering competition-sensitive communications, pricing records and procurement files.
• Commission a compliance gap review, instruct your chief legal officer or external counsel to audit existing competition-compliance policies against the 2026 requirements.
• Notify your D&O insurer, confirm whether your directors’ and officers’ policy responds to administrative fines and activity bans under the amended Act.

What the 2026 Reform Changes: A Legal Summary

The 2026 amendment to the Czech Act on the Protection of Competition represents the most significant overhaul of Czech competition enforcement in over a decade. Driven by an EU-wide trend toward stronger deterrence and modelled in part on European Commission enforcement practice, the reform package equips the Úřad pro ochranu hospodářské soutěže (ÚOHS, the Office for the Protection of Competition) with substantially expanded powers while simultaneously extending liability from corporate entities to the individuals who direct them.

The headline changes relevant to managers are as follows:

• Czech Competition Act personal liability for natural persons. The amendment introduces administrative liability for individuals, including statutory directors, board members and de facto managers, who materially participate in, authorise or facilitate infringements of the Competition Act. This is a structural departure from the previous regime, which addressed liability almost exclusively at the undertaking level.
• Increased fines for cartel conduct. The reform raises the ceiling for fines that may be imposed on undertakings and, critically, introduces a separate fine scale for individuals. Industry observers expect the ÚOHS to calibrate individual fines by reference to the gravity and duration of the infringement, broadly consistent with European Commission guidance on fines calculation.
• Activity bans. Managers found liable may be prohibited from holding management or supervisory-board positions for a defined period, a sanction that goes beyond monetary penalties and can effectively end a career.
• ÚOHS call-in powers. The Office gains the authority to call in transactions and conduct that might otherwise escape scrutiny, compelling rapid disclosure and shortening the time companies have to organise internal reviews.
• Market intervention in the Czech Republic. A new market-investigation instrument allows the ÚOHS to examine competitive conditions across an entire sector, intervene proactively and impose structural or behavioural remedies, even absent a specific infringement finding.

Legislative Timeline

The amendment moved through the legislative process in stages: the Government submitted the draft bill to the Chamber of Deputies of the Parliament of the Czech Republic, where it passed through committee readings and plenary votes before proceeding to the Senate and receiving presidential assent. The final text was promulgated in the Sbírka zákonů (Collection of Laws), and the personal-liability provisions entered into force in 2026. Practitioners should consult the official consolidated text on the Parliament of the Czech Republic website and in the Sbírka zákonů for the definitive article numbers, transitional provisions and exact effective dates.

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

The answer is unequivocally yes. Under the amended Czech Competition Act, a natural person may be held administratively liable if they materially participated in, directed, authorised or facilitated conduct that constitutes an infringement, whether a prohibited agreement, an abuse of dominance, or another breach of the Act. The reform does not require that the individual personally benefited from the infringement; manager liability under competition law attaches to the conduct itself.

There are several important dimensions to the legal test:

• Standard of fault. The amendment contemplates liability for both intentional conduct and, in certain circumstances, negligent failures, such as a director who knew of cartel activity within their reporting line and failed to take reasonable steps to prevent or stop it.
• Relationship to corporate liability. Individual and corporate liability run in parallel. The ÚOHS may sanction the undertaking and the responsible individuals simultaneously; one does not exclude the other.
• Scope of sanctions. Personal sanctions include administrative fines and activity bans. Civil liability in damages may also follow, particularly where the infringement causes harm to third parties who subsequently bring private enforcement claims.

Who Is Covered: Statutory Directors, De Facto Managers and Temporary Officers

The personal-liability provisions extend beyond persons formally registered as statutory directors. The key categories include:

• Statutory directors and board members, members of the board of directors (představenstvo), managing directors of limited-liability companies (jednatel), and supervisory-board members (dozorčí rada) where they exercise management functions.
• De facto managers, individuals who exercise decisive influence over commercial policy without a formal appointment, such as controlling shareholders who direct pricing strategy.
• Temporary or delegated officers, persons appointed on an interim basis or holding delegated authority over competition-sensitive functions (procurement, sales, commercial strategy).

The breadth of this definition means that director duties under competition law now require every person exercising management authority to assess their own exposure and ensure that adequate compliance safeguards are in place.

Conduct and Evidence That Create Risk: Practical Examples

Understanding personal liability in the abstract is insufficient. Boards need to recognise the real-world fact patterns that lead to enforcement action. The following four vignettes illustrate the types of conduct most likely to attract scrutiny under the 2026 reform:

• Price-fixing meeting participation. A commercial director attends an industry-association meeting at which competitors exchange future pricing intentions. Even passive attendance, without objection or departure, may constitute facilitation. Evidence typically includes meeting minutes, calendar invitations and internal emails summarising outcomes.
• Procurement bid rigging. A procurement head coordinates with a competitor to allocate tenders. Documentary evidence (emails, messaging-app communications, tender-submission logs) is often decisive. Under the reform, the individual who approved or was aware of the allocation scheme faces direct personal liability.
• Tacit collusion indicators. A CEO receives internal reports showing that the company’s pricing consistently mirrors a competitor’s adjustments without independent justification. Failing to investigate or act on these red flags can constitute the negligent omission that triggers manager liability under competition law.
• Failure to act on compliance red flags. A board receives a whistleblower report alleging anticompetitive conduct by the sales team. The board minutes show that no investigation was initiated and no remedial action was taken. This documented inaction is precisely the evidence the ÚOHS will use to establish that directors failed in their duties.

How ÚOHS Call-In Powers Change Evidence Collection

The new ÚOHS call-in powers allow the Office to demand production of specified documents and data at short notice. The practical effect for managers is threefold. First, preservation failures become more visible and more consequential, the ÚOHS can now identify gaps in document retention that suggest spoliation. Second, the compressed timelines for production mean that companies without standing preservation and collection protocols will struggle to respond without inadvertent privilege waiver. Third, call-in orders may target individual managers directly, requiring them to produce personal devices and communications.

Immediate Board Checklist: 10 Things to Do in the Next 30–90 Days, A Compliance Checklist for Directors

The following ten-point checklist provides a prioritised action plan for boards responding to the 2026 reform. Each item includes the recommended owner and a target completion window.

1. Issue a document-preservation notice (Owner: CLO | Day 1–7). Circulate a written hold notice to all employees in competition-sensitive roles (sales, procurement, commercial strategy, M&A). Require preservation of all communications, including personal devices and messaging apps used for work purposes.
2. Commission an external compliance gap review (Owner: Board Chair + CLO | Day 1–14). Engage external competition counsel to benchmark current policies against the 2026 requirements and identify gaps, particularly around individual-liability exposure, training coverage and document-retention practices.
3. Adopt a board resolution acknowledging the reform (Owner: Board Chair | Day 1–14). Record in the board minutes that the board is aware of the amendment, has instructed management to take specific compliance steps, and will monitor implementation. This creates a contemporaneous record of proactive governance.
4. Pause or review high-risk commercial negotiations (Owner: CEO + Commercial Director | Day 1–30). Identify any ongoing negotiations, joint ventures or industry-association engagements that could create competition-law exposure. Pause, restructure or seek counsel’s clearance before proceeding.
5. Engage external competition counsel on retainer (Owner: CLO | Day 7–30). Ensure the company has a standing relationship with experienced competition counsel who can respond rapidly to a call-in order or dawn raid.
6. Update procurement and M&A playbooks (Owner: CLO + Procurement Head | Day 14–60). Revise internal procedures for competitive tenders, supplier negotiations and acquisition due diligence to incorporate competition-risk screening and escalation protocols.
7. Deliver targeted competition-law training (Owner: CLO + HR | Day 14–60). Conduct mandatory training for all directors, senior managers and commercial teams, with specific modules on personal liability, red-flag recognition and escalation obligations.
8. Notify the D&O insurer (Owner: CFO + Risk Manager | Day 14–30). Write to the insurer to confirm whether the current D&O policy responds to administrative fines and activity bans imposed on individual directors under the amended Competition Act. Request written confirmation of coverage scope.
9. Review director indemnities and service contracts (Owner: CLO + HR | Day 30–60). Check whether existing indemnity provisions cover competition-law sanctions. Where they do not, negotiate amendments or supplementary cover.
10. Update whistleblowing and internal-reporting channels (Owner: CLO + Compliance Officer | Day 30–90). Ensure that internal reporting mechanisms are accessible, that reporters are protected, and that all reports relating to competition conduct are escalated directly to the board or audit committee.

Sample Board Minute Language

Boards should consider adopting a resolution along the following lines as part of their next scheduled meeting:

“The Board notes the entry into force of the 2026 amendment to the Act on the Protection of Competition, including the introduction of personal administrative liability for natural persons. The Board resolves to (i) instruct the Chief Legal Officer to commission an external competition-compliance gap review within 14 days; (ii) issue a company-wide document-preservation notice with immediate effect; (iii) engage external competition counsel to advise on individual-liability exposure and to provide a readiness assessment for potential ÚOHS call-in orders; and (iv) report to the Board on progress within 60 days.”

30 / 60 / 90-Day Timeline

• Days 1–30: Preservation notice, board resolution, insurer notification, external counsel engagement, pause of high-risk negotiations.
• Days 31–60: Gap review completed; playbooks updated; training delivered to first cohort; indemnities reviewed.
• Days 61–90: Whistleblowing channels updated; full training rollout complete; board receives progress report and approves ongoing monitoring framework.

Internal Investigations and Dealing with ÚOHS: A Procedural Playbook

If the ÚOHS initiates contact, whether through a formal call-in order, a request for information or a dawn raid, the first hours are critical. The following procedural steps should be embedded in the company’s crisis-response protocol:

1. Activate external counsel immediately. Do not attempt to respond to ÚOHS requests without competition-specialist counsel. Inform the board chair and CLO within one hour of receiving notice.
2. Issue an internal preservation directive. Extend any existing hold notice to cover the specific subject matter of the ÚOHS enquiry. Prohibit deletion, modification or removal of any relevant documents.
3. Scope an internal investigation carefully. Define the investigation scope narrowly, covering only the conduct under scrutiny, to limit privilege risks and prevent unnecessary self-incrimination.
4. Identify and segregate privileged material. In Czech administrative proceedings, legal professional privilege has specific boundaries. Communications with external counsel are generally protected; the position regarding in-house counsel communications is more nuanced and should be assessed on a case-by-case basis with reference to current academic commentary and case law.
5. Coordinate all ÚOHS communications through counsel. Designate a single point of contact (external counsel) for all interactions with the Office. This prevents inconsistent messaging and inadvertent disclosure.

Privilege and Confidentiality: Czech-Specific Considerations

Czech administrative procedure does not automatically extend the same breadth of legal privilege recognised in common-law jurisdictions. In-house counsel communications may not be privileged in all circumstances, particularly where the in-house lawyer was involved in the commercial decision under investigation rather than providing independent legal advice. Boards should ensure that legal advice on competition-sensitive matters is documented separately from commercial decision-making records, and that external counsel is consulted on privilege strategy before any production to the ÚOHS.

When to Negotiate Scope with ÚOHS

Companies receiving broad call-in orders or information requests are not without recourse. Through external counsel, it is possible to engage the ÚOHS in dialogue about the scope, format and timeline of production, particularly where the request is disproportionately broad or captures privileged material. Early, constructive engagement through counsel is preferable to blanket refusal, which may escalate enforcement action.

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

The activity-ban power is among the most consequential personal sanctions introduced by the reform. A manager subject to a ban may be prohibited from serving as a statutory director, board member or senior officer for a defined period. The immediate HR implications are significant: companies must be prepared for the possibility that a sitting director could become legally incapable of holding their position.

Recommended HR actions include establishing a clear suspension protocol for directors under investigation, reviewing employment and service contracts for termination triggers linked to regulatory sanctions, and ensuring that succession planning accounts for the possibility of sudden departures due to activity bans.

D&O Policy Checklist

• Confirm whether the policy covers administrative fines (not just defence costs) under competition law.
• Check for carve-outs excluding intentional or criminal conduct, and understand how the insurer defines “intentional.”
• Verify that activity bans are addressed, including loss-of-office costs and related employment claims.
• Ensure that the policy trigger aligns with the ÚOHS enforcement timeline (claim-made vs occurrence basis).
• Request a written coverage opinion from the insurer specific to the 2026 amendment.

Compliance Governance: Board-Level Policy Changes

Beyond the immediate checklist, the 2026 reform demands structural changes to how boards govern competition-compliance risk. Industry observers expect that the ÚOHS will treat the existence, or absence, of a robust compliance programme as a relevant factor when determining sanctions.

Key policy changes include:

• Competition-risk log. Maintain a standing board-level register of identified competition risks, reviewed and updated quarterly.
• Approval thresholds. Require board or senior-management approval for any commercial arrangement involving competitors, joint ventures, information exchanges or industry-association participation.
• Mandatory training. Institute annual competition-law training for all board members, senior managers and commercial staff, with documented attendance and assessment.
• Record-retention policy. Align document-retention schedules with ÚOHS investigation timelines and call-in powers. Ensure that auto-deletion policies do not destroy relevant evidence.
• Escalation protocol. Define clear escalation paths from operational teams to the board for any suspected competition-law issue, with mandatory timelines for reporting and investigation.

Decision-Log Template

Every competition-sensitive decision should be logged with the following fields: date, decision-maker, subject matter, competition-law assessment (by whom), external counsel consulted (yes/no), risk rating (low/medium/high), and board approval status. This log serves as both a governance tool and a defence record demonstrating due diligence in the event of an investigation.

Personal Liability Exposure and Mitigation: Comparison Table

Conclusion: Recommended Next Steps for Personal Liability Under Czech Competition Law

The 2026 reform has made personal liability under Czech competition law an operational reality for every director, board member and senior manager. The five most critical next steps are:

1. Adopt a formal board resolution acknowledging the reform and instructing management to act, within the next 14 days.
2. Issue a company-wide document-preservation notice immediately.
3. Engage external competition counsel to conduct a gap review and provide a readiness assessment for ÚOHS call-in orders.
4. Notify your D&O insurer and obtain written confirmation of coverage scope.
5. Implement the full 10-point compliance checklist for directors within 90 days, with board-level progress reporting.

The cost of inaction is no longer limited to corporate fines. Under the amended Act, the personal consequences, financial penalties, activity bans and reputational harm, fall directly on the individuals responsible. Boards that move swiftly to implement robust compliance governance will be best positioned to demonstrate due diligence and mitigate their exposure. To explore your specific obligations and risk profile, find a Czech competition lawyer through our directory or visit our competition practice area for further guidance.

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 Competition Act)
4. European Commission, Competition Policy
5. OECD Competition Division
6. Charles University, Faculty of Law