Personal Liability for Managers Under Czech Competition Law, What Directors and Compliance Officers Need to Know in 2026

The question of personal liability for managers in the Czech Republic has shifted from a theoretical risk to an immediate enforcement reality. The 2026 amendment to the Czech Competition Act (Act No. 143/2001 Coll., on the Protection of Competition) introduces, for the first time, explicit personal administrative sanctions targeting individual managers, including fines of up to approximately CZK 10 million and bans on holding management positions. The Office for the Protection of Competition (ÚOHS) now wields significantly expanded investigatory and call-in powers that can be directed at natural persons, not just the companies they serve. For directors, CEOs, general counsels and compliance officers operating in or overseeing Czech operations, the compliance landscape has fundamentally changed.

Immediate actions if you are a manager exposed to Czech competition law:

• Review your personal exposure. Confirm whether your role as a statutory body member, officer or senior manager falls within the amendment’s scope.
• Audit existing compliance programmes. Ensure competition compliance training, cartel-risk protocols and document-retention policies are current and reflect the 2026 changes.
• Check D&O and personal liability insurance. Verify that your policy wording covers competition proceedings and understand common exclusions for administrative fines.
• Prepare an investigation response plan. Have external competition counsel identified and a documented protocol for responding to ÚOHS contact within 24 hours.
• Update board minutes templates. Adopt neutral drafting conventions that minimise the risk of minutes being used to attribute personal involvement in anticompetitive conduct.

Legal Framework, What Changed in the 2026 Amendment to the Czech Competition Act

Before the 2026 amendment, the Czech Competition Act primarily imposed administrative fines on legal entities, the companies themselves. While directors could face private-law consequences under the Czech Business Corporations Act (Act No. 90/2012 Coll.) for breaching their duty of managerial due diligence, the competition authority lacked an express statutory mechanism to impose administrative sanctions directly on individuals for competition infringements. The 2026 amendment closes that gap decisively.

The amended Act, as published in the Collection of Laws, introduces dedicated provisions empowering ÚOHS to initiate administrative proceedings against natural persons who, in their capacity as members of a statutory body or senior officers, authorised, directed, facilitated or knowingly failed to prevent conduct constituting a competition infringement. The amendment also strengthens the procedural toolkit available to ÚOHS, including expanded powers to summon individuals for questioning, compel the production of personal communications, and issue provisional measures restricting a manager’s activities during an investigation.

Scope of Liability, Natural Persons vs Legal Entities

The 2026 framework operates on a dual-track model. The company remains the primary subject of competition proceedings and can be fined based on turnover, consistent with EU enforcement norms. Simultaneously, ÚOHS may now open a parallel or standalone proceeding against one or more natural persons, specifically, members of the statutory body (executive directors, board members), procurators, or other senior officers who exercised decisive influence over the company’s commercial conduct. The legal entity’s liability and the individual’s liability are independent: a manager can be sanctioned even if the company settles, and vice versa.

Triggering Conduct, Cartels, Abuse of Dominance, Notification Breaches

Manager liability under Czech Republic law is not limited to cartel conduct, although horizontal price-fixing, market allocation and bid-rigging represent the highest enforcement priority and carry the greatest personal risk. The amendment also extends personal sanctions to managers involved in abuse of dominance and, critically, to failures to notify concentrations (mergers) that meet the applicable merger notification thresholds in the Czech Republic. Industry observers expect ÚOHS to treat gun-jumping, completing a transaction before clearance is obtained, as a priority area for individual enforcement, given the clear evidentiary trail that merger processes typically generate.

Can Managers Be Held Personally Liable Under Czech Competition Law?

Yes, and the answer is now far more direct than it was before the 2026 changes. Under the amended Czech Competition Act, personal liability for managers attaches when an individual, acting in a defined senior capacity, played a material role in the infringement. The statutory test focuses on whether the manager authorised, instructed, or knowingly tolerated the anticompetitive conduct. Passive neglect, failing to implement compliance measures despite awareness of the risk, may also satisfy the threshold, particularly where the manager had a specific compliance or oversight function.

Consider a practical example: a CEO who receives internal reports indicating that regional sales managers have been exchanging pricing information with competitors at trade events, but takes no action to investigate or stop the practice, now faces direct administrative exposure. Similarly, a board member who approves a transaction strategy that includes delaying a mandatory merger notification could face personal sanctions for the notification breach, regardless of whether the company itself is also fined.

This represents a significant expansion of director liability under competition law in the Czech Republic. Previously, an aggrieved party’s primary recourse against an individual was a civil claim for breach of the duty of care under general corporate law, a route that required proving damage and was rarely pursued in competition contexts. The administrative route is faster, does not require proof of damage, and is driven by the regulator rather than a private claimant.

Directors vs Compliance Officers vs Middle Managers

The amendment’s reach is calibrated by function and authority. Members of the statutory body, executive directors of an s. r. o. (limited liability company) or board members of an a. s. (joint-stock company), face the clearest and broadest exposure. Compliance officers may be caught where they held a formal mandate to oversee competition compliance and failed to act on known risks. Middle managers below the statutory body level are generally outside the amendment’s direct scope unless they held a specific delegation of authority (such as a formal procuration) that placed them in a decision-making position equivalent to a statutory body member.

The Czech Government’s Portal guidance on liability of members of the governing body confirms that the duty of managerial due diligence extends to all persons who exercise governance functions, regardless of their formal title.

Burden of Proof and Procedural Protections

ÚOHS bears the burden of proving the individual manager’s involvement in the infringement. The proceedings follow the Czech Administrative Procedure Code (Act No. 500/2004 Coll.), which affords the accused manager the right to access the file, present evidence and witnesses, make submissions, and be represented by counsel at every stage. Importantly, the presumption of innocence applies, a manager is not guilty by virtue of holding office alone. However, the evidentiary threshold is that of administrative proceedings (balance of probabilities with robust evidence), not the higher criminal standard. Managers should therefore not assume that the absence of criminal-grade evidence provides comfort.

Penalties and Remedies, Fines, Activity Bans and Other Measures in the Czech Republic

The sanctions available against individual managers under the 2026 amendment are designed to be personally consequential. The principal penalties are:

• Administrative fines. Individual managers face fines of up to approximately CZK 10 million. The exact amount within this range is determined by the gravity of the infringement, the manager’s degree of involvement, any cooperation with the investigation, and whether the manager has prior competition sanctions.
• Activity bans (fines and activity ban Czech). ÚOHS may impose a prohibition on holding management or statutory body positions for a defined period. This ban can apply across all Czech business corporations, not merely the entity involved in the infringement, a career-level consequence.
• Publication of the decision. Sanctions decisions naming individual managers are published, creating reputational exposure that extends well beyond the financial penalty.

Aggravating factors include a leadership role in organising the infringement, obstruction of the investigation, destruction of evidence, and repeat offending. Mitigating factors include early cooperation with ÚOHS, voluntary disclosure under the leniency programme, and demonstrable efforts to implement compliance measures (even if they ultimately failed to prevent the infringement).

In addition to administrative sanctions, managers remain exposed to civil liability. Third parties harmed by the competition infringement, customers, suppliers, competitors, may bring private damages claims against both the company and the individuals responsible. While indemnities may cover some civil exposure, they cannot shield a manager from administrative fines imposed by ÚOHS.

Administrative Appeals and Timelines

A manager sanctioned by ÚOHS may file an appeal (rozklad) to the Chairman of ÚOHS within 15 days of the decision’s delivery. If the appeal is unsuccessful, judicial review is available before the Regional Court in Brno and, ultimately, the Supreme Administrative Court. The entire appellate process can take 12 to 24 months, during which an activity ban may or may not be suspended depending on whether interim relief is granted. Managers should factor this timeline into their personal and professional planning immediately upon receiving a decision.

ÚOHS Investigatory Powers and the Manager-Facing Process

The 2026 amendment substantially expands the tools ÚOHS can deploy when investigating individual managers. Understanding this process is essential for anyone holding a senior position in a Czech company or a foreign parent with Czech subsidiaries.

ÚOHS investigations typically proceed through several stages. The process may begin with a sector inquiry, a complaint, a leniency application from a co-conspirator, or intelligence gathered during a merger review. Where individual manager liability is suspected, ÚOHS can now:

• Summon individuals for questioning. Managers can be called to provide statements in person at the ÚOHS offices in Brno; failure to attend without justification may constitute obstruction.
• Compel production of documents. This extends to personal communications, emails, messages, handwritten notes, held on company or personal devices, where those communications relate to the business activities under investigation.
• Conduct dawn raids (inspections). ÚOHS may enter business premises without prior notice to inspect and copy documents. While residential premises searches require judicial authorisation, business premises inspections do not.
• Issue provisional measures. In exceptional cases, ÚOHS can impose interim restrictions on a manager’s activities to prevent ongoing harm to competition while the investigation continues.

The likely practical timeline is: initial inquiry and document requests (months 1–3); formal opening of proceedings and statement of objections (months 4–8); response period and oral hearing (months 9–14); decision (months 15–20). Complex cartel cases involving multiple managers can extend well beyond this range.

What to Do When Contacted by ÚOHS, Immediate Checklist

If you are a manager and receive any communication from ÚOHS, whether a formal summons, a request for information, or notification that you are a party to proceedings, the following steps should be taken within 24 to 48 hours:

1. Do not destroy, delete or alter any documents, emails or electronic records.
2. Notify your company’s general counsel or chief legal officer immediately.
3. Engage external competition counsel with ÚOHS experience, your personal interests may diverge from the company’s.
4. Notify your D&O insurer under the policy’s notification provisions; late notification can void coverage.
5. Prepare a brief factual witness memorandum (with counsel) documenting your recollection of relevant events.
6. Do not make any statement to ÚOHS without legal advice, you have the right to counsel at every stage.
7. Inform your board or supervisory body that personal proceedings have been initiated, following your company’s escalation protocol.

Privilege, Waiver Issues and the Role of External Counsel

Czech law recognises legal professional privilege for communications between a client and an external attorney (advokát). However, communications with in-house counsel do not enjoy the same protection under Czech administrative procedure, consistent with the approach taken by the European Commission. This distinction is critical: any compliance audit, internal investigation report, or legal memorandum prepared by in-house counsel may be subject to ÚOHS disclosure orders. Managers should ensure that sensitive competition assessments are channelled through external counsel where privilege protection is required. Mixed teams (internal plus external) should establish clear protocols to avoid inadvertent waiver.

Practical Prevention, Corporate Policies, Compliance and Board Governance

For directors and compliance officers, the most effective response to the 2026 changes is proactive. Waiting until ÚOHS makes contact is too late. The following competition compliance checklist identifies the twelve priority actions that boards and management teams should implement or update immediately:

Manager Risk Mitigation Checklist, 12 Priority Actions

1. Adopt or update a written competition compliance policy referencing the 2026 amendment and personal sanctions.
2. Deliver mandatory, role-specific cartel-risk training to all statutory body members, senior officers and commercial staff, at least annually.
3. Establish a pre-clearance process for all contacts with competitors (trade associations, industry events, joint ventures).
4. Implement a merger filing screening protocol, any acquisition, joint venture or structural change must be assessed against Czech merger notification thresholds before signing.
5. Appoint a named competition compliance officer with a direct reporting line to the board.
6. Create a whistleblowing channel for reporting suspected competition breaches, with documented non-retaliation protections.
7. Update document-retention and destruction policies to prevent spoliation risks if an investigation commences.
8. Review and revise board and management meeting minutes templates to use neutral, factual language (see sample wording below).
9. Conduct a privileged competition compliance audit with external counsel, assess current practices against the 2026 requirements.
10. Ensure employment contracts for senior managers include cooperation obligations in the event of a competition investigation.
11. Map all information exchanges with competitors (pricing data, capacity, tender information) and terminate any that lack a lawful basis.
12. Schedule annual board-level reviews of competition compliance effectiveness, documented in board minutes.

Draft Board Minutes Wording to Reduce Attribution Risk

Board minutes are frequently the first documents ÚOHS requests during an investigation. Poorly drafted minutes can create the impression that a specific director authorised or instructed anticompetitive conduct, even where that was not the intent. To reduce attribution risk, boards should adopt the following principles:

• Record decisions collectively, “The board resolved by majority vote to…” rather than “Director X proposed and instructed that…”
• Summarise external legal advice received without reproducing privileged content, “The board noted external legal advice received regarding the proposed pricing strategy.”
• Avoid recording informal discussions about competitors, market conditions or pricing in the minutes, these should be addressed in privileged compliance memoranda prepared by external counsel.
• Where a director dissents from a decision with competition risk implications, record the dissent, this may provide a personal defence in subsequent proceedings.

Merger Notification and Pre-Clearance, Quick Red Flags

Failure to file a mandatory merger notification is one of the clearest routes to personal liability for managers under the 2026 amendment. Czech merger notification thresholds are based on the turnover of the merging parties in the Czech Republic. Any transaction involving the acquisition of control, a merger, or the creation of a full-function joint venture must be screened against these thresholds before completion. Red flags that should trigger immediate legal review include: target company turnover exceeding CZK 1.5 billion globally with at least two parties exceeding CZK 250 million in the Czech Republic; any structural change involving a competitor; and any transaction where the parties are aware of prior ÚOHS scrutiny in the sector.

Indemnities, D&O and Personal Insurance Considerations

Managers naturally look to corporate indemnities and directors’ and officers’ (D&O) insurance as financial backstops. However, the protection these mechanisms offer against competition sanctions is limited, and managers who rely on them uncritically may face an unpleasant surprise.

Under Czech law, a company may contractually indemnify a director against civil liabilities, for example, damages claims brought by third parties. However, administrative fines imposed by a public authority for the director’s own unlawful conduct are generally considered non-indemnifiable as a matter of public policy. A company that pays an administrative fine on behalf of a director may itself face scrutiny for facilitating a circumvention of the sanction’s deterrent purpose.

D&O insurance policies typically cover defence costs (legal fees for responding to investigations and proceedings), which can be substantial. However, many standard policy wordings exclude coverage for fines and penalties arising from deliberate illegal acts. Competition infringements, particularly cartel participation, are frequently characterised as intentional conduct by insurers, triggering these exclusions. Managers should review their policy wording with a specialist insurance broker, confirm whether competition proceedings are covered, and understand the notification triggers. Late notification to the insurer is one of the most common reasons for denied D&O claims, as confirmed by market guidance from providers such as Slavia pojišťovna.

If the Worst Happens, Immediate Defence Playbook for Managers

When a manager learns that they are the subject of ÚOHS proceedings, or that a dawn raid has been conducted at their company’s premises, the first 48 hours are critical. The following step-by-step protocol should be activated immediately:

1. Preserve all evidence. Issue an immediate litigation hold, no documents, emails, messages or electronic files may be deleted, modified or moved. Communicate this instruction in writing to IT, administrative staff and any personal assistants.
2. Engage personal external counsel. Your interests may conflict with those of the company. Retain a competition lawyer (advokát) who is independent of the company’s legal team.
3. Notify your D&O insurer. Most policies require notification “as soon as practicable” after becoming aware of a claim or circumstance that may give rise to a claim. Provide written notice within 24 hours.
4. Do not give any statement. Until you have received legal advice, do not respond to ÚOHS questions, whether in writing or verbally. You have the right to be accompanied by counsel.
5. Prepare a privileged witness memorandum. Working with your personal counsel, document your recollection of the relevant events, decisions and communications while they are fresh. Mark this document as privileged and confidential.
6. Coordinate with the company, but protect your position. Inform the board chair or supervisory board of the proceedings. Agree on a communication protocol, but ensure your personal legal position is protected by independent counsel.
7. Assess leniency options. If cartel liability for managers is at issue and you have evidence of the infringement, discuss with counsel whether an individual leniency application to ÚOHS could reduce or eliminate your fine exposure.
8. Plan for public disclosure. ÚOHS decisions are published. Prepare a brief, factual public statement (approved by counsel) for use if the proceedings become public knowledge.

Early, decisive action in the first 48 hours can materially influence the outcome of proceedings and the scope of personal sanctions.

Conclusion, Personal Liability for Managers in the Czech Republic Demands Immediate Action

The 2026 amendment to the Czech Competition Act has moved personal liability for managers from the margins of Czech enforcement practice to its centre. Directors, compliance officers and senior managers now face administrative fines, activity bans and reputational consequences that are entirely independent of any sanction imposed on their company. The ÚOHS investigation checklist, compliance protocols and defence playbook outlined in this article provide a practical foundation, but they are a starting point, not a substitute for jurisdiction-specific legal advice. Every manager with exposure to Czech competition law should act now: audit existing compliance programmes, review insurance coverage, and ensure that personal response protocols are in place before ÚOHS comes calling.

To explore competition law guidance through the Global Law Experts lawyer directory, consult with a qualified Czech competition specialist who can tailor these measures to your organisation’s specific risk profile.

Sources

1. Office for the Protection of Competition (ÚOHS), English pages
2. Czech Government Portal, Liability of members of the governing body
3. Czech Competition Act, Act No. 143/2001 Coll. (consolidated text)
4. Havel & Partners, Individual liability for cartels
5. Arrows Advisory, Personal liability of managerial employees in Czechia
6. Slavia pojišťovna, Personal liability insurance for governing body members