From 1 January 2026, most of the essential novel Act No. 418/2011 Coll., on the criminal liability of legal entities (hereinafter also "TOPO") and related changes. The amendment to the Act on Criminal Liability of Legal Entities is part of an extensive legislative package that was announced in the Collection of Laws as Act No. 270/2025 Coll.., which brings significant changes across criminal law. The amendment package concerns a wide range of regulations - it will affect both substantive and procedural criminal norms, as well as norms related to them.
Below we bring you overview of key changes in the area of criminal liability of legal entities.
Proportionality of the sentence (Section 14 of the Criminal Procedure Act)
At the outset, it is appropriate to mention that when determining the type of punishment and its amount, the court must, in addition to the nature and seriousness of the crime, the circumstances of the legal entity and its previous activities, also take into account: k number of employees and the scope of its activitiesIf a disproportionate penalty were imposed on a legal entity, there is a potential risk of mass layoffs of employees for economic reasons, which could lead to, for example, an undesirable impact on third parties or an increase in state spending on unemployment benefits.[1].
The court should also take into account whether the legal entity has an effective set of preventive measures ensuring compliance with legal regulations and aimed at preventing criminal activity (compliance program) has been implementedor whether it only introduced it after the act.
Fine (Section 67 et seq. of the Criminal Code, Section 18 of the Criminal Procedure Code)
The amendment to the Criminal Code introduces universality of fines – it will now be possible to impose it for any criminal offence. The change will of course also affect legal entities, through the list of types of penalties that can be imposed on them (Sections 15 and 18 of the ZTOPO). The method of determining the total number of daily fine rates is also subject to changes, as this will be newly developed from the upper limit of the criminal sentence of imprisonment set in days for a criminal offence committed by a legal entity. In connection with this, the statute of limitations for the execution of a fine will also be amended in Section 24 of the ZTOPO, where the required number of daily rates for the respective statute of limitations period will be increased.
When determining the amount of the daily rate, which ranges from CZK 1.000-2.000.000, the court will take into account: to the amount of net turnover of the legal entity achieved for the last completed accounting period (Section 18(1) of the ZTOPO).
For legal entities, this change could be described as both good and bad at the same time. The chance of filing an "only" a fine instead of a liquidation ban on activity or a ban on the performance of public contracts. On the other hand, the new method of assessment may be bad news - for more serious economic crimes with a high upper limit of imprisonment (e.g. subsidy fraud), the new formula may lead to a significantly higher financial sanctions than before.
Misuse of identity to produce and distribute pornography (Section 191a of the Criminal Code)
The amendment will incorporate into the Criminal Code new facts of the crime Misuse of identity to produce and distribute pornography. The purpose of the amendment is to introduce stricter penalties for unauthorized use of so-called deepfake pornography created using AI.
A legal entity is liable for all criminal offences, with the exception of those listed in the negative exhaustive list in Section 7 of the ZTOPO. Given that the new criminal offence contained in Section 191a of the Criminal Code is not mentioned in this list, and provided that the legal entity commits the given act, e.g. in the context of competition, it may be prosecuted for this criminal offence.
Diversions in criminal proceedings
The Supreme Court already ruled on the application of deviations in relation to legal entities in 2014. The decision shows that does not exclude the use of diversions even in criminal proceedings against legal entities, “(…) when the Act on Criminal Liability of Legal Entities does not contain any provisions on the conduct of alternative methods of proceedings."[2]
It is possible to use, among others, institutes:
- conditional suspension of criminal prosecution,
- alignment and
- newly also conditional waiver of criminal prosecution.
Settlement (Section 309 et seq. of the Civil Code)
Until now, approval of the settlement, among other conditions, requires compensation for the entire damage or return of the entire unjust enrichment.
Compensation of at least 30% of damage or non-pecuniary damage will now be sufficient (or release of at least 30% of unjust enrichment). The remainder must be paid in installments with the injured party.
Conditional waiver of criminal prosecution of a legal entity (Section 37b et seq. of the ZTOPO)
With a half-year delay, i.e. 1. 7. 2026, the new diversion regulation will come into effect. It is intended to be an alternative to the conditional suspension of criminal prosecution under Section 307 of the Criminal Procedure Code. Under the conditions set by law, it will be possible the court, or the public prosecutor, to decide on the conditional abandonment of criminal prosecution of a legal entity.
Conditions must be met cumulatively, one of which is, for example, the obligation of a legal person to take appropriate measures to remedy or eliminate the harmful consequences of a criminal act. In the decision a probationary period of six months to two years must be set[3]Criminal prosecution of a legal entity can also be conditionally waived at the investigation stage, i.e. before the actual commencement of criminal prosecution.
Control of the preparation and implementation of an effective set of preventive measures and corrective actions
The conditional waiver of criminal prosecution of a legal entity is also related to the new Section 37d of the ZTOPO (Control of the preparation and implementation of an effective set of preventive and corrective measures). The task of the lawyer (controlling persons), which specializes in performing control over the preparation and implementation of an effective set of preventive and corrective measures (compliance program), among other controlling persons, will control the procedure of the legal entity, from which criminal prosecution has been conditionally waived, in the preparation and implementation of such a compliance program. The purpose of this control is to regularly monitor and supervise the legal entity in relation to the implementation of a set of preventive and corrective measures in order to achieve effective correction of the legal entity through the recovery of the corporate culture and the creation of preventive guarantees against the re-commitment of criminal activity.[4].
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The amendment to the Act on Criminal Liability of Legal Entities brings a number of fundamental changes that should not escape the notice of the lay public. An analysis of the amendment to the Act in relation to the ZTOPO shows that on the one hand there are tightening in the form of a new factual basis responding to technological developments (deepfakes) and the introduction of a new methodology for assessing fines, which may lead to more significant sanctions. On the other hand, the legislator provides more flexible conditions for financial settlement with the injured party, or completely new institute of conditional waiver of criminal prosecution.
The above changes generally confirm that well-established compliance system is no longer just an administrative formality, but is becoming a key guide to the outcome of criminal proceedings against a legal entity. From 2026, it will have a direct impact not only on whether a legal entity will be prosecuted, but also on the amount of the sentence imposed if it is convicted.
Source: epravo.cz
Do you need help with an effective compliance program in your company? Do you want to review your existing system to see if it is in compliance with the above-mentioned amendment to the Criminal Liability Act of Legal Entities? We can advise you!
JUDr. Ing. Jan Vych, attorney and partner
Mgr. Kristina Martinkova, paralegal
[1] Explanatory report to Act No. 270/2025 Coll. on Part Fourteen – Amendment to the Act on Criminal Liability of Legal Entities and Proceedings against Them, on Points 3 and 8 (Section 14, Paragraph 1 and Section 22a, Paragraph 1), p. 120
[2] Resolution of the Supreme Court of 17 September 2017, file no. 5 Tz 41/2014, published in the Collection of Decisions under no. 28/2015 Coll. of Decisions.
[3] In the case of the procedure pursuant to Section 37b, paragraph 2 of the ZTOPO, the probationary period is six months to five years (Section 37c, paragraph 2 of the ZTOPO).
[4] Explanatory report to Act No. 270/2025 Coll. On Part Fourteen – Amendment to the Act on Criminal Liability of Legal Entities and Proceedings against Them, On Point 14 (Sections 37a to 37f), p. 123.
