Czech Republic: Securities-Related Laws

For EU specific regulations, please visit Europe: Securities Related Laws.

Even though digital assets (including tokens, ICO tokens, and cryptocurrencies) have no legal status in Czech Republic legal system, assuming that they might be identified as securities, following existing laws may be related to their turnover: the Securities Act (1992) (2008 amendment); the Commercial Code (1991); the Investment Fund Code (1992); and the Securities Commission Act (1998).

As the financial market supervisory authority, the Czech National Bank issues authorisations (licences) to the majority of entities providing services on the financial market (banks, insurance companies, investment firms, management companies, payment institutions, etc.). In this context, it also issues other permissions or approvals (approvals of securities prospectuses, approvals of the publication of takeover bids, prior consents to the justification of a consideration amount when applying the squeeze-out principle, etc.). In these cases the Czech National Bank acts as an administrative authority pursuant to Article 1(3) of the Act on the Czech National Bank and to other, sector-specific laws. The procedures for submitting applications for permission or approval to the Czech National Bank are governed by the relevant sector-specific laws (e.g. the Act on Banks, the Collective Investment Act, the Capital Market Undertakings Act, the Act on Bonds, the Act No 240/2013 Coll., Act on Management Companies and Investment Funds etc.) and subsequently also in decrees issued by the Czech National Bank to implement the individual laws.

In the area of public offers of investment securities or the admission of investment instruments to a regulated market pursuant to the Capital Market Undertakings Act Act No. 256/2004 Coll.

and on Supervision in the Capital Market Area

Basing on the new Capital Market Undertakings Act (updated after July 2009) is available in Czech only, the CNB decides on the following applications:

  • security prospectuses,
  • base prospectuses, and
  • documents containing information equivalent to information in a prospectus.

The CNB approves a security prospectus at the request of the entity that drafted the prospectus, with the exception given in Article 36c(4) of the Capital Market Undertakings Act. The requisites of the prospectus are laid down in Commission Regulation (EC) No 809/2004 of 29 April 2004 ,implementing Directive 2003/71/ES of the European Parliament and of the Council.

In connection with a public offer to purchase or exchange participating securities admitted for trading on a regulated market pursuant to Article 330 of of the Act on Commercial Companies and Cooperatives (Business Corporations Act), the CNB decides on: prohibiting the making of a public offer of a contract or making a call to rectify defects in the offer.

In connection with the compulsory transfer of participating securities admitted to trading on a regulated market (squeeze-out), the CNB decides on:

  • granting prior consent to the justification of proposed consideration amounts pursuant to the Act on Business Corporations. The form of the individual applications is not stipulated.


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