What it is about
The amendment to Act No. 256/2004 Coll., on Capital Market Undertakings (ZPKT), is one of the most extensive revisions of capital market regulation in recent years. Besides the ZPKT, it also amends the Banking Act, the Act on Credit Unions, the Act on Capital Market Supervision, the Bonds Act and the Business Corporations Act.
At its core is the implementation of the EU Listing Act package — Regulation (EU) 2024/2809, Directive (EU) 2024/2811 and the directive on multiple-vote shares (MVSD). The amendment additionally transposes the EMIR 3 directive and adapts Czech law to the ESG Rating Regulation. The aim of the Listing Act, adopted by the EU in October 2024, is to simplify access to capital — particularly for small and medium-sized enterprises — and to reduce the administrative burden.
Prospectus only from EUR 5 million and a new issuance document
The most tangible change for issuers is the shift in the threshold triggering the duty to draw up a prospectus. The Prospectus Regulation sets a general threshold of EUR 12 million and allows Member States to lower it to EUR 5 million. The Czech Republic uses this option — the ZPKT threshold will rise from the current EUR 1 million to EUR 5 million. What is assessed is the total consideration for the issuer's public offers across the entire EU over the preceding 12 months.
The public-offer regime will now be divided into four tiers:
- below EUR 100,000 — no special document required,
- EUR 100,000 to under EUR 1 million — bond issuance terms under Section 9a of the Bonds Act,
- EUR 1 million to under EUR 5 million — a new, lighter issuance document in the scope of a prospectus summary,
- from EUR 5 million — 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 roughly CZK 400,000 to 2.5 million.
Easier market entry: free float from 25 % to 10 %
The second major change is the reduction of the free-float requirement for admission to a regulated market from 25 % to 10 %. The market operator will moreover be able to replace this requirement with alternative criteria — a sufficient number of shareholders or a sufficient market value of the freely tradable shares. An SME growth market may now also be organised as merely a separate segment of a multilateral trading facility, not necessarily the whole.
Investment research and market abuse
The rules on separate payment for investment research are relaxed — a firm will be able to choose whether to pay for research separately or within a bundled fee, and must inform clients accordingly. A new category of issuer-sponsored research is introduced; where it does not comply with the forthcoming EU code of conduct, it must be labelled as a marketing communication.
Under the Market Abuse Regulation (MAR), where an issuer delays disclosure of inside information, it will provide the written explanation to the Czech National Bank (CNB) only upon request. For issuers on SME growth markets, keeping the insider list is simplified.
Multiple-vote shares (MVSD)
Czech law already permits the issuance of such shares, so the amendment does not introduce that option. It does, however, expressly provide that operators of multilateral trading facilities may not refuse their admission to trading solely because of the voting-rights structure. Issuers will at the same time face broader disclosure duties. The accompanying amendment to the Business Corporations Act extends the range of general-meeting decisions requiring a vote by class of shares (winding up with liquidation and distribution of the liquidation surplus).
Warning for corporate bonds
Going beyond the EU requirements, the amendment introduces a standardised warning that the issuer or offeror will have to state in any form of bond offer — to the effect that neither the CNB nor any other public authority has assessed the issuer's financial health or business plan, and that they guarantee neither its future profitability nor its ability to repay its debts.
The measure responds to repeated misuse of the CNB's name in bond marketing. The warning will apply to both above-threshold and below-threshold bonds issued under Czech law. Failure to state it carries a fine of up to CZK 2 million, or up to 5 % of annual net turnover, whichever is higher.
EMIR 3 and ESG ratings
The amendment further transposes the EMIR 3 directive: banks, credit unions and investment firms subject to mandatory derivatives clearing will have to monitor and manage concentration risk towards systemically important central counterparties from third countries and, where relevant, set up an active account with a counterparty established in the EU.
In the area of ESG ratings, the amendment adapts Regulation (EU) 2024/3005 — the first regulation of ESG rating providers in Czech law. Primary supervision will rest with ESMA, with the CNB as the competent national authority.
The amendment also removes dozens of national requirements going beyond EU law — for example, a mere notification replaces the registration regime for certain activities.
How to prepare
Although the amendment is only between its first and second readings, many changes stem directly from already-adopted EU legislation. We recommend that affected parties:
- issuers and bond offerors — assess whether they need a prospectus, an issuance document or only issuance terms; harmonise the warning across all channels,
- investment firms — review research-distribution rules, client disclosure duties and the labelling of sponsored research,
- market operators — adjust share-admission rules, liquidity criteria and SME growth segments,
- banks and firms — assess concentration risk towards central counterparties and the impact of the active-account duty,
- ESG rating providers — prepare for authorisation and disclosure requirements.
The practical impact of the amendment will depend on its final wording and, above all, on how the effective dates of individual provisions are set. We are following the legislative process and will report on any material changes.
This article is for informational purposes only and does not replace individual legal advice. The legal framework evolves; we recommend verifying the current wording of the regulations and thresholds before a specific transaction.
