On 1 July 2026, part of Act No. 270/2025 Coll. entered into force, amending, among other legislation, Act No. 418/2011 Coll., on the Criminal Liability of Legal Entities and Proceedings against Them (the “Act”). The amendment introduces a new special diversionary measure in proceedings against legal entities: a conditional waiver of the criminal prosecution of a legal entity.
A conditional waiver of criminal prosecution may be ordered by a court or, during pre-trial proceedings, by a public prosecutor, provided that all statutory conditions are met. The legal entity must consent to this procedure, compensate for the damage caused or take other necessary measures to ensure that it is compensated, surrender any unjust enrichment or take measures to ensure its surrender, undertake to adopt appropriate measures to remedy or eliminate the harmful consequences of the criminal offence, and pay a monetary amount to the State for the purpose of assisting victims of crime. At the same time, having regard to the circumstances of the case and the extent to which the public interest has been affected, this procedure must be considered sufficient.
A decision on a conditional waiver of criminal prosecution under Section 37b(1) of the Act must specify a probationary period of between six months and two years. Where a decision is made under Section 37b(2) of the Act, however, a probationary period of up to five years may be imposed, having regard to the nature and seriousness of the criminal conduct, the circumstances in which it was committed or the circumstances of the legal entity. This may apply in particular where the legal entity assumes additional obligations aimed at remedying the consequences of the criminal conduct and preventing further unlawful conduct.
The conditional waiver of criminal prosecution is closely linked to the new rules governing supervision over the preparation and implementation of an effective set of preventive and remedial measures. As part of this diversionary procedure, a legal entity may therefore undertake to prepare and implement a compliance programme aimed at eliminating the causes of the unlawful conduct, establishing effective internal control mechanisms and creating safeguards to prevent further criminal conduct.
Compliance with this obligation will be supervised by a monitoring person selected by the legal entity from among the categories of persons specified by law and approved by the court or public prosecutor. The monitoring person may, in particular, be an auditor or an attorney specialising in the supervision of the preparation and implementation of preventive and remedial measures. Unless the court or public prosecutor determines otherwise, the monitoring person must submit a report on the performance of the supervision at least once a year.
The practical significance of the new legislation lies primarily in the increased importance of compliance programmes in the context of the criminal liability of legal entities. Effective preventive and remedial measures will no longer be relevant solely for the purposes of preventing criminal conduct or potentially exonerating a legal entity from criminal liability, but may also have a direct impact on the course and outcome of criminal proceedings. It will therefore become even more important for business corporations to have effective internal control mechanisms, rules for preventing unlawful conduct and procedures for addressing identified misconduct.
Legal Update 07/2026 download here.