On 14 July 2026, the Chamber of Deputies discussed, in its first reading, the government bill amending Act No. 256/2004 Coll., on Business Activities on the Capital Market (the “CMUA”)[1], introduced as Parliamentary Print No. 143. The bill represents one of the most extensive revisions of capital market regulation in recent years – alongside the CMUA, it also amends the Act on Banks, the Act on Savings and Credit Cooperatives, the Act on Supervision of the Capital Market, the Bonds Act and the Business Corporations Act. Its basis is the implementation of the EU Listing Act package, comprising Regulation (EU) 2024/2809[2], Directive (EU) 2024/2811[3] and the directive on shares with multiple voting rights (the “MVSD”)[4]. The bill further transposes the EMIR 3 Directive[5].
The amendment also contains a number of purely national measures, including a new warning to be given when offering corporate bonds, intended to curb misleading impressions among investors as to what the Czech National Bank actually assesses when approving a prospectus. In addition to the package referred to above, the amendment further adapts Czech law to the ESG Rating Regulation and removes dozens of other national requirements that go beyond the scope of EU law.
General Overview of the Listing Act Package and its Czech Implementation
The Listing Act package was adopted by the European Union in October 2024. It consists of a regulation amending the rules on the prospectus, market abuse and MiFIR, and a directive amending MiFID II while also repealing the old 2001 Listing Directive. The aim is to simplify access to capital financing, in particular for small and medium-sized enterprises, and to reduce the administrative burden on issuers and investment firms alike.
Directive (EU) 2024/2811 required Member States to complete transposition by 6 June 2026. The Czech Republic, however, failed to meet this deadline, as the bill was only discussed at its first reading in mid-July 2026. The Chamber of Deputies subsequently referred it to the Budget Committee as the committee responsible, where its discussion is scheduled to be mentioned on the agenda for the meeting of 2 September 2026. The Czech Republic is also behind on other related deadlines – under the ESG Rating Regulation, Member States were required to designate the competent authority by 2 April 2026, and to transpose the EMIR 3 Directive into national law by 25 June 2026.
The Prospectus and the New Issuance Document
The most palpable change for issuers is the shift in the threshold above which the obligation to prepare a prospectus arises. The Prospectus Regulation now sets a general threshold of EUR 12,000,000, but allows Member States to reduce it to as low as EUR 5,000,000. The Czech Republic is making use of this option, and the threshold under the CMUA will therefore rise from the current EUR 1,000,000 to EUR 5,000,000. The value is assessed as the aggregate consideration for public offers made by the relevant issuer or offeror throughout the European Union over the preceding twelve months.
For public offers whose aggregate value reaches at least EUR 1,000,000 but is below EUR 5,000,000, the amendment introduces a new, lighter so-called issuance document, in the scope of a prospectus summary. In simplified terms, the regime for public offers of securities can be divided into four tiers:
- less than EUR 100,000 – a public offer without any obligation to produce a special document,
- from EUR 100,000 to less than EUR 1,000,000 – bond issue terms under Section 9a of the Bonds Act,
- from EUR 1,000,000 to less than EUR 5,000,000 – a new issuance document under the CMUA, in the scope of a prospectus summary,
- from EUR 5,000,000 – a full prospectus under the Prospectus Regulation.
According to the Ministry’s estimate, switching from a prospectus to an issuance document will save an individual issuer in the order of CZK 400,000 to CZK 2,500,000, while the Ministry expects aggregate annual savings of between CZK 4 million and CZK 35 million.
Free Float and Investment Research
The second significant change is a reduction in the so-called “free float” requirement upon the admission of shares to trading on a regulated market, from the current 25% to 10% of the shares admitted to trading. In addition, the operator of a regulated market will be able to replace this requirement with one of several alternative criteria (a sufficient number of shareholders, or a sufficient market value of freely tradeable shares), where this better reflects the nature of the particular issue. It will now also be possible to organise merely a separate segment of a multilateral trading facility, rather than necessarily the facility as a whole, as an SME growth market.
The existing rules on the separate payment for investment research and order execution are being relaxed – an investment firm will be able to choose whether to charge for research separately or as part of a combined fee, and must inform its clients accordingly. Alongside investment research, a new category of issuer-sponsored research is being introduced, which is expected to comply with the forthcoming EU code of conduct; where it does not, such material must be labelled as a marketing communication rather than as research.
The bill also responds to changes to the Market Abuse Regulation (MAR). Where an issuer or an emission allowance market participant delays the disclosure of inside information, a written explanation of compliance with the conditions for the delay will be provided to the CNB only upon its request. At the same time, a simplified regime for maintaining the list of insiders will apply to issuers on SME growth markets.
Shares with Multiple Voting Rights (MVSD)
Czech law already permits the issuance of shares with multiple voting rights. The amendment therefore does not introduce the possibility of issuing such shares as such. It does, however, expressly provide that operators of multilateral trading facilities may no longer refuse to admit such shares to trading solely on account of their voting rights structure. At the same time, issuers will be subject to more extensive disclosure obligations regarding the structure of voting rights.
The related amendment to the Business Corporations Act extends the range of general meeting resolutions requiring a vote by class of shares to include the dissolution of a company with liquidation and the distribution of the liquidation surplus. Conversely, the requirement for a qualified majority for a resolution on the set-off of a claim against the company against a claim for payment of the issue price is being abolished.
EMIR 3 and Concentration Risk Management
The EMIR 3 Directive responds to the excessive reliance of European institutions on clearing through systemically important third-country central counterparties (so-called “tier 2” CCPs). Banks, credit unions and investment firms subject to mandatory derivatives clearing will now have to monitor and manage concentration risk towards such counterparties, set specific plans and targets, and, in relevant cases, establish a so-called active account with a central counterparty established in the EU. The CNB is granted corresponding supervisory powers in this respect, including the power to order a reduction of exposure to a particular counterparty.
Adaptation of the ESG Rating Regulation
The amendment also incorporates into the CMUA Regulation (EU) 2024/3005[6] of the European Parliament and of the Council on the transparency and integrity of ESG rating activities – the first dedicated regulation of ESG rating providers in Czech law. The primary supervisory authority will be the European Securities and Markets Authority (ESMA), which may, following consultation and against reimbursement of costs, delegate certain tasks to the competent authority of a Member State. The amendment designates the CNB as this authority for the Czech Republic, in the same way as for credit rating agencies. ESMA will reimburse the CNB for the costs associated with performing the delegated tasks, so the bill does not envisage any direct impact on the state budget.
Warning When Offering Bonds and Other Changes
Beyond the requirements of EU law, the amendment introduces into the Bonds Act an obligation for the issuer or any other person offering a bond to state or communicate a clear, standardised warning:
“Warning! The Czech National Bank has not assessed, nor has any other public authority assessed, the financial health of the issuer or its business plan, and neither guarantees the issuer’s future profitability nor its ability to repay the debts arising from the bond.”
The measure responds to the repeated misuse of the CNB’s name in bond marketing and to the fact that, according to CNB and ECB data, the market for corporate bonds of non-financial undertakings has been growing steadily. The warning will have to be given in connection with any form of bond offering and will apply to both above-threshold and below-threshold bonds issued under Czech law. Failure to state or communicate it will be subject to a fine of up to CZK 2,000,000, or up to 5% of the legal entity’s annual net turnover, if that amount is higher. For bonds issued before the amendment takes effect, this obligation is to apply from the first day of the third calendar month following the month in which the act enters into force. The normative text of the bill is decisive for determining the transitional period.
The CNB has identified a total of 41 points in the current legal regulation of the financial market where the national regulatory burden can be eased. For example, the registration regime for additional business activities of investment firms, regulated market operators and commodity exchanges is being abolished – a mere notification will suffice instead of registration. The designation “central securities depository” is changing from a mandatory component of the trade name to a protected designation, and the requirement of full legal capacity for certain licence applicants is also being abolished.
How Should Affected Entities Prepare?
Although the bill is currently only between its first and second reading, a number of the changes stem directly from EU legislation that has already been adopted. Affected entities should therefore assess in good time the impact of the amendment on their processes, documentation and responsibilities.
Issuers and persons offering bonds should determine whether they are subject to the obligation to prepare a prospectus, an issuance document, or special requirements for the terms and conditions of the issue, adapt their internal processes accordingly, and ensure that the prescribed warning is given consistently across all distribution and marketing channels. Investment firms will need to review their rules on the distribution of investment research, their disclosure obligations towards clients, and the labelling of issuer-sponsored research.
Operators of regulated markets and multilateral trading facilities will need to focus on amending their rules on the admission of shares, liquidity criteria and any SME growth market segments. Banks, credit unions and investment firms are advised to assess concentration risk towards central counterparties and the impact of the active account obligation. ESG rating providers, meanwhile, face preparation for the authorisation, organisational and disclosure requirements, and for cooperation between ESMA and the CNB.
Conclusion
The proposed amendment to the CMUA combines easier access to capital with the preservation of investor protection. In addition to the mandatory transposition of EU legislation, it reduces the administrative burden while at the same time strengthening the protection of retail investors in corporate bonds.
The practical impact of the amendment will depend on its final wording and, in particular, on how the effectiveness of individual provisions is regulated. We will continue to monitor further developments and will inform you of any material changes.
[1]Act No. 256/2004 Coll., on Business Activities on the Capital Market, as amended.
[2]Regulation (EU) 2024/2809 of the European Parliament and of the Council of 23 October 2024 amending Regulation (EU) 2017/1129, Regulation (EU) No 596/2014 and Regulation (EU) No 600/2014 to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises.
[3]Directive (EU) 2024/2811 of the European Parliament and of the Council of 23 October 2024 amending Directive 2014/65/EU to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises, and repealing Directive 2001/34/EC.
[4]Directive (EU) 2024/2810 of the European Parliament and of the Council of 23 October 2024 on multiple-vote share structures in companies that seek the admission to trading of their shares on a multilateral trading facility.
[5]Directive (EU) 2024/2994 of the European Parliament and of the Council of 27 November 2024 amending Directives 2009/65/EC, 2013/36/EU and (EU) 2019/2034 as regards the treatment of concentration risk towards central counterparties and the counterparty risk on derivative transactions cleared by central counterparties.
[6]Regulation (EU) 2024/3005 of the European Parliament and of the Council of 27 November 2024 on transparency and integrity of environmental, social and governance (ESG) rating activities and amending Regulations (EU) 2019/2088 and (EU) 2023/2859.
Mgr. Martin Heinzel, partner – heinzel@plegal.cz
Natálie Grospičová, legal assistant – grospicova@plegal.cz
13. 8. 2026