The role of compliance programmes in the criminal liability of legal persons

Act No. 418/2011 Coll., on the criminal liability of legal persons and proceedings against them, allows, subject to the fulfilment of statutory conditions, for legal persons to be held criminally liable for offences attributable to them. A legal person does not physically act on its own; however, its liability may arise from the conduct of persons specified in the Act who act on its behalf, participate in its management or control, have a decisive influence on its activities, or from the conduct of its employees in the performance of their duties. Such conduct must, however, be carried out in the legal person’s interest or within the scope of its activities and, at the same time, must be attributable to the legal person under the Act.

The Act does not merely address the question of under what conditions the conduct of specific individuals may be attributed to a legal person. Equally important is the related question of whether the legal person has taken sufficient steps to prevent unlawful conduct. It is precisely in this context that compliance programmes play a significant role in practice.

Put simply, a compliance programme can be understood as a set of internal rules, procedures and control mechanisms designed to help a legal entity prevent unlawful conduct, identify risky situations in good time and respond to them appropriately. Its purpose is therefore not merely to formally declare that a legal person complies with the law, but to establish a functional system for the prevention, monitoring and response to any breaches.

Under the existing legislation, the significance of compliance programmes has been evident primarily in relation to the possibility of exempting a legal person from criminal liability under Section 8 para 5 of the Act. According to this provision, a legal person is exempt from criminal liability if it has made every effort that could reasonably be expected of it to prevent the commission of an unlawful act. An effective and functional compliance programme can therefore be a significant factor in assessing whether a legal person has in fact made such efforts.

The role of compliance programmes to date has been further developed by the amendment introduced by Act No. 270/2025, which further strengthens their significance. From 1. 1. 2026, compliance programmes will also be taken into account when determining the type and severity of a penalty, and from 1. 7. 2026 they may also play a role in the conditional waiver of criminal proceedings against a legal person.

The growing importance of compliance programmes

One of the main changes, effective from 1. 1. 2026, is the expansion of the circumstances which the court takes into account when imposing a penalty. When determining the type and severity of the penalty, the court now considers whether the legal person has an effective set of preventive measures in place. Thus, whilst a compliance programme will not lead to exemption from criminal liability, it may have a significant impact on mitigating the criminal law consequences for the legal person. The court will now also take into account whether, following the commission of a criminal offence, the legal person has adopted appropriate remedial measures to prevent the repetition of the same or similar criminal activity. The methodology of the Supreme Public Prosecutor’s Office may also be relevant for the practical assessment of compliance programmes; according to this methodology, compliance programmes should fulfil three basic functions: prevention, detection and response. In other words, they should prevent risky conduct, enable its timely detection and, at the same time, establish an appropriate response should a breach nevertheless occur.

From 1. 7. 2026, this amendment will be followed by the introduction of the institution of conditional waiver of criminal prosecution of legal persons. A decision on conditional discontinuation may be taken by a court or, during the preliminary proceedings, by a public prosecutor, provided that the legal person meets the statutory conditions, in particular by taking measures to compensate for the damage caused, undertaking to remedy the harmful consequences of the offence, and paying a sum of money to the state for financial assistance to victims of crime. It is precisely compliance programmes containing preventive and remedial measures that may constitute a significant part of the conditions for conditional waiver of criminal prosecution.

Linked to the above is also the introduction of a system to monitor compliance with the prescribed obligations. To this end, the legal person shall appoint a monitoring officer – typically an auditor or a lawyer specialising in this field – from among candidates who have been approved in advance by the court or the public prosecutor upon the legal person’s proposal. This person is obliged to submit a report on the performance of the monitoring at least once a year, unless the presiding judge or, in preliminary proceedings, the public prosecutor, determines otherwise. The legal person must provide the necessary cooperation to the monitoring officer throughout the entire probationary period, which may be set at between six months and five years.

Conclusion

A high-quality compliance programme can thus play an important role in determining the type and severity of the penalty, thereby mitigating the criminal law consequences for the legal person, even where unlawful conduct has already taken place. It is therefore essential that the legal person is able to demonstrate that its compliance programme is genuinely effective, proportionate to its activities, and regularly assessed and updated.

This is precisely where we assist our clients. We can draw up a new, bespoke compliance programme, review existing internal rules, identify weaknesses and put in place specific preventive and corrective measures so that the programme stands up to scrutiny by law enforcement agencies or the courts. If you already have a compliance programme in place, we recommend checking whether it meets current requirements and whether it would stand up to scrutiny not only on paper but also in practice. We would be very happy to assist you with this too.