“I didn’t know about it” will not hold up in court. How to set up a company so that the owner does not pay for the mistakes of subordinates.
As business owners, you are used to bearing responsibility—for results, for payroll, for strategy. But few realize that under Czech law, a company (and, by extension, its statutory body) bears criminal liability even for the acts of its employees.
The Act on Criminal Liability of Legal Entities (TOPO) has changed the rules of the game. Many entrepreneurs live under a false impression: "I don't steal, I don't cheat, so I'm safe."
But the reality is harsher. All it takes is one overly ambitious sales representative who decides to "secure" a contract with a small favor for an official. Or an accountant who, in an effort to "save the boss money," creatively adjusts a tax return. If they do this in the name of the company or in its interest, it is the company that sits in the defendant's dock.
What is at stake for the company? It’s not just a fine Penalties for companies are not merely symbolic. The state can:
Impose a liquidating fine.
Ban participation in public tenders (which for many means the end of their business).
Publish the verdict in the media (instant death of reputation).
In extreme cases, dissolve the company.
And you as the managing director? If you failed to ensure oversight and prevention, you are liable for the damage caused to the company. The circle closes, and the problem ends with your personal assets.
There is a way out: The shield called Compliance The law is strict, but it offers one fundamental line of defense. Professionally, it is called "exculpation." If a company proves that it did everything that could reasonably be required to prevent the crime, it may not be convicted—even if an employee failed. This "everything" does not just mean a piece of paper in a drawer. It refers to a functional prevention system, a so-called Criminal Compliance Program.
What will the court (and we) want to see? For this "shield" to work, it must be real. It is not enough to download a template Code of Ethics from the internet. You must demonstrate:
Clear rules: That employees know what is and isn't allowed (e.g., what gift value for a client is still legal marketing and what constitutes a bribe).
Training: That you have demonstrably instructed them on these rules.
Control: That you monitor your people not just for performance, but also for compliance with rules.
Reaction: That when something was discovered, the company addressed it and did not sweep it under the rug.
Compliance is not bureaucracy; it is your insurance Many companies with a turnover of 10M+ perceive internal directives as "corporate annoyance." That is a mistake. A well-set Compliance program has two functions:
Preventive: Employees know they cannot get away with everything.
Protective: When a disaster occurs, you pull out your records and say: "We did our best. This was an individual's excess." And this argument can save your company.
We cannot perform miracles, but we can build your legal defense. We will conduct a risk audit (where is the risk of corruption? where is the risk of subsidy fraud?) and set up rules tailored to your size. Not piles of paper, but a functional system that allows you to sleep soundly.