What changes for business corporations in the area of criminal liability of legal entities as of 1 January 2026

06. 01. 2026

As of 1 January 2026, an extensive criminal law amendment enacted by Act No. 270/2025 Coll. comes into force. In addition to amending the Criminal Code and the Code of Criminal Procedure, it also affects the Act on Criminal Liability of Legal Entities and Proceedings Against Them. For business corporations, this is not a marginal change. The amendment strengthens the importance of a company’s internal structure, its compliance culture, and its conduct following the occurrence of an issue; at the same time, it modifies certain sanctions and introduces new procedural options for specific situations.

The first important change lies in the fact that the law explicitly emphasizes the significance of preventive and remedial measures when courts determine the type and severity of punishment. The new wording of Section 14 places emphasis not only on the nature and seriousness of the offence and the circumstances of the legal entity, but also on whether the legal entity has implemented an effective system of preventive measures aimed at preventing criminal activity, how it responded after the offence, whether it made effective efforts to compensate for damage or eliminate other harmful consequences, and whether it adopted remedial measures to prevent similar conduct in the future. It is also expressly taken into account whether the legal entity performs activities of strategic or hardly replaceable importance for the national economy, defence, or security. The practical impact is clear: the quality of internal processes is no longer merely “good corporate practice,” but a factor that can fundamentally influence the outcome of criminal proceedings.

Another significant change is the new regulation of monetary penalties under Section 18. The amendment provides that the daily rate shall be no less than CZK 1,000 and no more than CZK 2,000,000, with the court taking into account the financial situation of the legal entity and also considering its net turnover for the last completed accounting period, if ascertainable. For business corporations, this creates an even stronger link between the company’s economic reality and the resulting sanction; particularly for business entities, proper accounting records and their procedurally well-considered presentation in proceedings will become even more important than before.

The amendment also modifies certain sanctions related to public procurement and public support. Sections 21 and 22 have been refined in terms of wording, and the previous paragraphs 2 and 3 have been repealed, resulting in a clearer structure of these sanctions. For companies participating in procurement procedures or receiving subsidies, grants, or other forms of public support, it remains crucial that criminal liability may directly affect their ability to continue operating within regulated and publicly funded market segments.

Attention should also be paid to the amendment of Section 24, which significantly increases the numerical thresholds relevant for the limitation period of enforcement of monetary penalties (replacing the previous values of 560, 380, and 200 with new values of 5,475, 3,650, and 1,825). At the same time, a transitional provision has been adopted under which the limitation of enforcement of monetary penalties imposed under the previous legal framework is assessed according to the wording effective until 31 December 2025. In other words, the amendment does not apply retroactively in a mechanical manner to already imposed monetary penalties; it is always necessary to distinguish under which legal framework the penalty was imposed.

A practically interesting novelty is the introduction of new mechanisms allowing, in certain cases, for the deferral of a case or the discontinuation of criminal prosecution of a legal entity where criminal prosecution would be purposeless in light of the circumstances of the legal entity, and where proceedings aimed at its dissolution with liquidation under other legal regulations can be considered sufficient. The law primarily addresses situations where the legal entity has been unable to carry out its activities for more than one year and further criminal prosecution would lack purpose. At the same time, it expressly safeguards the procedural position of the injured party by linking this procedure to the obligation of the public prosecutor to file a motion for the dissolution of the legal entity with liquidation. In practice, this provides a more rational procedural solution for effectively non-functioning or “empty” companies, without entirely abandoning the public interest and the protection of injured parties.

Another important area of the amendment concerns the institute of conditional discontinuation of criminal prosecution of a legal entity, including a detailed regulation of the probationary period, conditions for successful completion, oversight of the implementation of preventive and remedial measures, and the role of a supervising person (an auditor or an attorney, or a law firm specializing in such supervision). From the perspective of business corporations, this part of the amendment is particularly significant, as it creates a procedural framework for “compliance-based” resolution of criminal cases, i.e. a solution based on remediation, compensation, and verifiable changes to corporate processes. It should be noted, however, that these provisions did not enter into force on 1 January 2026, but only on 1 July 2026.

The amendment also includes additional changes that may have a more indirect impact on the business sector but are nonetheless not negligible. These include, for example, terminological clarification in Section 7 (adding registered partnership alongside marriage) or adjustments in terminology in Section 22a in relation to preventive and remedial measures. While these changes do not typically present a major strategic issue on their own, they form part of a broader trend toward systematization and a greater emphasis on the internal governance of legal entities.

From the perspective of business corporations, the most important practical conclusion is that corporate criminal liability is now even more closely linked to the quality of corporate governance and the demonstrable ability to prevent risks. It is no longer sufficient to have formal internal policies “on paper.” What will be decisive is whether preventive measures are genuinely effective, proportionate to the size and activities of the company, and whether the company can demonstrate that it responded promptly, concretely, and credibly after identifying a problem. In this respect, the amendment shifts the focus from a purely repressive approach toward an assessment of actual corporate culture and the capacity for remediation.

For statutory bodies and company management, the practical implication is clear: 2026 is not a suitable time to postpone a review of compliance processes. Beyond the criminal law dimension, the issue will often also concern business continuity, reputation, and the ability to participate in public procurement or access public funding. It is precisely in this respect that the amendment has the most tangible impact on business corporations.

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