How the 2026 Czech Competition Law Reform Affects Distribution & Resale Agreements, Practical Checklist

The 2026 amendment to the Czech Competition Act (Act No. 143/2001 Coll.) has materially raised the enforcement stakes for every company operating distribution agreements in the Czech Republic. With higher maximum fines, explicit manager liability and new fast-track market-intervention powers now at the disposal of the Office for the Protection of Competition (ÚOHS), businesses that delay contract reviews risk penalties that were simply not on the table twelve months ago. This article provides the clause-level, step-by-step compliance checklist that in-house counsel, commercial managers and procurement directors need to act on immediately, covering pricing, exclusivity, online-sales restrictions and internal escalation procedures aligned with the reformed law.

Executive Summary, The Immediate Compliance Decision

Every business that sells through distributors, resellers or exclusive partners in the Czech Republic must decide now whether its current agreements comply with the strengthened enforcement framework. The cost of inaction has increased dramatically: fines are higher, aggravating factors are clearer, and individual executives can be sanctioned personally.

Six-point urgent action list:

1. Stop enforcing any clause that fixes or effectively controls a distributor’s resale price.
2. Review every active distribution, franchise and selective-distribution template for high-risk provisions (resale price maintenance, absolute territorial bans, online-sales prohibitions).
3. Escalate any clause flagged as “red” in the risk map below to legal counsel within 14 days.
4. Amend high-risk clauses using the model language provided in the practical checklist section of this guide.
5. Document legitimate efficiency justifications for any retained restriction.
6. Notify, assess whether voluntary self-reporting or a leniency application is appropriate for legacy conduct.

Three things to do in the next 30 days: (1) circulate this checklist to every sales and procurement manager who signs or administers distribution contracts; (2) run the 10-point internal audit outlined in Section 7; (3) schedule a legal review of all pricing-related clauses with a qualified Czech competition lawyer.

Legal Framework: Vertical Agreements Under Czech Competition Law

Understanding the legal architecture is essential before diving into clause-level changes. Czech antitrust compliance for distribution agreements rests on two pillars: the national Czech Competition Act and the EU Vertical Block Exemption Regulation (VBER).

What Counts as a Vertical Agreement

Under the Czech Competition Act, a vertical agreement is any agreement or concerted practice between two or more undertakings operating at different levels of the production or distribution chain. This covers supply contracts, distribution agreements, franchise arrangements, selective-distribution systems, and agency contracts where the agent bears commercial risk. The definition mirrors the EU approach set out in the European Commission’s guidelines on vertical restraints.

Critically, vertical agreements are not automatically prohibited. They become unlawful only when they contain restraints that restrict competition, such as resale price maintenance, absolute territorial protection, or bans on passive sales, and fall outside applicable block-exemption safe harbours.

Where EU Rules Interact

The EU VBER provides a safe harbour for vertical agreements where both the supplier’s and the buyer’s market share remains below 30 %, provided the agreement contains no “hardcore” restrictions. Czech law applies the same market-share thresholds and hardcore-restriction categories as the VBER. However, the Czech Competition Act contains additional national enforcement tools, and the 2026 amendment has significantly expanded those tools. Where an agreement affects trade between EU Member States, both EU and Czech rules apply in parallel; where the effect is purely domestic, Czech law governs exclusively.

What Changed in 2026, Enforcement, Fines and Manager Liability

The 2026 amendment did not alter the substantive definition of prohibited vertical restraints. Instead, it reshaped the enforcement toolkit, raising the consequences of non-compliance and giving ÚOHS faster, more powerful intervention capabilities. Industry observers expect these changes to produce a measurably more aggressive enforcement posture toward distribution agreements in the Czech Republic.

New Investigatory Powers

ÚOHS can now impose temporary behavioural or structural measures where it has reasonable grounds to suspect a serious competition infringement. For distribution agreements, the likely practical effect is that the authority can order a supplier to suspend a suspect pricing policy or territorial restriction before the investigation concludes, significantly increasing commercial disruption risk for non-compliant businesses.

Manager Liability Explained

The amendment introduces explicit statutory grounds for sanctioning individuals. Executives, including commercial directors and heads of sales, whose decisions or instructions lead to an antitrust infringement may face personal administrative penalties. This represents a fundamental shift in risk allocation: compliance is no longer solely a corporate concern. Early indications suggest that ÚOHS intends to use this tool to deter senior-level involvement in resale price maintenance and market-partitioning schemes.

Risk Map for Distribution and Resale Agreements

Not every clause in a distribution contract carries the same enforcement risk. The table below maps the most common vertical restraints against post-2026 risk levels and the recommended immediate action for antitrust compliance in the Czech market.

RPM and Price-Related Clauses

Resale price maintenance remains the single highest-risk clause category. Under both the Czech Competition Act and the EU VBER, fixing or effectively controlling the minimum resale price is a hardcore restriction, no safe harbour applies regardless of market share. The 2026 reform amplifies this risk through higher fines and manager liability.

Territorial and Customer Restrictions

Absolute territorial protection and blanket customer-allocation clauses are treated as hardcore restrictions. Distribution agreements in the Czech Republic may restrict active sales into a territory or to a customer group exclusively allocated to another distributor, but must always preserve the distributor’s right to fulfil unsolicited (passive) orders.

Online Sales Clauses

Outright prohibitions on online sales are treated as restrictions of passive sales and therefore fall within the hardcore category. Selective-distribution systems may impose quality standards for online sales channels, but those standards must be equivalent to the criteria applied to physical stores and objectively justified by the nature of the product.

Practical Distribution Contract Checklist, Clause-by-Clause Guidance

This section forms the core of the distribution contract checklist. For each contract area, the guidance below specifies the risk, the required change, and model wording that aligns with the post-2026 enforcement posture. Adapt model language to your specific commercial context and have it reviewed by qualified Czech competition counsel before insertion.

Pricing Clauses (RPM / MAP)

B2B note: The same principles apply to distribution agreements between manufacturers and wholesale intermediaries. A “cost-plus” floor that functions as a minimum resale price carries the same risk as explicit RPM.

Exclusive Territories and Customers

Online Sales and Dual Distribution

B2C note: Where the supplier also sells directly to consumers (dual distribution), information exchanged between the supplier’s distribution arm and its retail competitors must be ring-fenced. Include a data-firewall clause preventing commercially sensitive downstream data from flowing to the supplier’s direct-sales team.

Termination and Audit Clauses

Distribution contracts should include clauses that support, rather than obstruct, antitrust compliance in the Czech market:

• Competition compliance warranty. “Each party warrants that it will not, in connection with this Agreement, engage in conduct that infringes the Czech Competition Act or EU competition rules.”
• Audit cooperation. “In the event of an investigation by ÚOHS or the European Commission, each party shall cooperate in good faith, preserve all relevant documents, and not destroy or conceal evidence.”
• Termination for breach. “Either party may terminate this Agreement with immediate effect if the other party is found by a competent authority to have committed a competition-law infringement in connection with the performance of this Agreement.”

When to Seek Clearance or Self-Report to ÚOHS

Not every distribution arrangement requires regulatory engagement. However, certain triggers should prompt immediate escalation and consideration of voluntary disclosure to ÚOHS for distribution agreements in the Czech Republic.

Escalation triggers:

• Discovery of clauses that fix minimum resale prices or allocate territories/customers absolutely.
• Market share of either party exceeds 30 % in the relevant product/geographic market.
• Receipt of a complaint from a distributor, competitor, or customer alleging anticompetitive restrictions.
• Internal audit reveals systematic monitoring or enforcement of recommended prices.
• A manager has given verbal instructions that contradict the written (compliant) contract terms.

Preparing a Self-Report

The 2026 amendment streamlines settlement and leniency procedures, making early voluntary disclosure more attractive. A self-report should include: (1) a description of the restrictive practice; (2) the duration and geographic scope; (3) the identities of all participating undertakings; (4) all supporting documentary evidence; and (5) a statement of remedial steps already taken. Engage qualified competition counsel before submitting any disclosure, early legal privilege assessments are critical.

What Documentation ÚOHS Will Request

In a standard investigation ÚOHS will typically request: copies of all distribution, supply and franchise agreements; pricing communications (including emails, messaging-app exchanges and internal presentations); market-share data; and evidence of monitoring or enforcement of resale prices. Under the expanded digital evidence-gathering powers introduced by the 2026 amendment, the authority can also access electronic records stored on cloud platforms and mobile devices.

Internal Compliance Playbook, Roles, Evidence Checklist and Escalation Flow

Operational compliance requires more than updated contract templates. Businesses should embed a standing compliance programme across sales, procurement and legal functions.

10-Point Audit Checklist

Quick Triage Decision Tree

Use the following flow to triage any flagged clause or practice:

1. Does the clause fix or effectively control the distributor’s resale price? → If yes, escalate immediately to legal counsel; suspend enforcement pending review.
2. Does the clause restrict all sales (active and passive) into a territory or to a customer group? → If yes, amend to restrict active sales only; preserve passive-sales freedom.
3. Does the clause prohibit or penalise online sales? → If yes, remove the prohibition; replace with channel-neutral quality criteria.
4. Does the party’s market share exceed 30 %? → If yes, the VBER safe harbour is unavailable; conduct individual antitrust assessment with counsel.
5. None of the above? → Flag as “amber” and schedule for review within 60 days; document efficiency justifications.

Reporting Obligations by Entity Type, Red-Flag Triggers

Next Steps

The 2026 reform to the Czech Competition Act is not a theoretical shift, it creates immediate, tangible risk for every business operating distribution agreements in the Czech Republic. The combination of higher fines, personal manager liability, and ÚOHS’s new power to impose interim measures before a final decision makes contract review an operational priority, not a legal nicety.

Businesses should take three concrete steps without delay: complete the 10-point internal audit checklist above; amend all high-risk clauses using the model language provided; and engage qualified Czech competition counsel to validate the changes and assess any legacy exposure. Antitrust compliance in the Czech market is no longer a back-office function, it belongs on the board agenda.

Sources

1. Office for the Protection of Competition (ÚOHS), Official Site
2. Czech Collection of Laws, Act No. 143/2001 Coll. (Competition Act)
3. European Commission, Vertical Agreements / VBER Guidelines
4. CMS Expert Guide to Distribution, Czech Republic
5. Schoenherr, Czech Republic Distribution Agreements in the Online World
6. Distribution Law Center, Czech Republic Q&A on Distribution Agreements
7. Trade.gov, Czech Republic Distribution and Sales Channels