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Merger control in the Czech Republic: when must the competition authority (ÚOHS) approve an acquisition?

You plan to acquire control of a Czech company or business, merge with one or set up a joint venture. If the parties' Czech turnover is above the legal thresholds, the Czech competition authority (ÚOHS) must approve the deal before you complete it.

Describe your case

Updated and verified:

Short answer

  1. Check the Czech turnover thresholds
  2. Notify ÚOHS before closing
  3. Simplified procedure for simple deals
  4. No closing before approval

Notify ÚOHS if Czech turnovers exceed the thresholds, and wait for approval before closing. Simple deals get a 20-day procedure; very large ones go to Brussels.

Describe your case

Quick answers

When does an acquisition need ÚOHS approval?
When it creates a concentration (a merger, acquisition of control or a full-function joint venture) and either the combined Czech turnover exceeds CZK 1.5 billion with at least two parties above CZK 250 million each, or the target has over CZK 1.5 billion Czech turnover and another party over CZK 1.5 billion worldwide.
How long does ÚOHS take?
20 days in the simplified procedure, 30 days in a standard first phase, and up to 5 months if it opens a second phase. Time spent answering its requests is not counted.
Can we sign before approval?
Yes. You can sign and notify before signing, but you must not implement the deal before the clearance decision becomes final.

When this situation arises

  • A foreign group acquires a majority stake in a Czech company
  • Two companies active in the Czech Republic plan to merge
  • Two investors set up a jointly controlled company
  • A buyer acquires a Czech plant or division with its own turnover
  • The parties need to plan the timetable between signing and closing

What options do you have

No notification

If neither threshold is met, the deal does not need ÚOHS approval under Czech law. Check the EU thresholds too.

Simplified notification

Possible where the parties do not overlap or their combined share is below 15%, and vertical links stay below 25%, or where a joint controller acquires sole control. ÚOHS decides within 20 days.

Full notification

For other deals. ÚOHS decides within 30 days, or opens a second phase if it has serious concerns and then decides within 5 months.

EU Merger Regulation

Very large deals meeting the EU thresholds are notified to the European Commission instead of ÚOHS.

Recommended step-by-step process

  1. 1.

    Calculate turnover

    Net Czech turnover of each party and its group in the last completed financial year; for the target, only the part being acquired.

  2. 2.

    Check the EU thresholds

    If the deal has an EU dimension, it goes to the European Commission.

  3. 3.

    Market data

    Products, market shares, competitors, customers and suppliers of each party; they decide whether the simplified procedure is available.

  4. 4.

    Joint notification

    All parties acquiring control, merging or forming a joint venture file together; filing is possible before signing.

  5. 5.

    Standstill

    Do not implement the deal until the clearance decision is final, unless ÚOHS grants an exception.

  6. 6.

    Closing

    Complete the deal and register it; a merger can be entered in the Commercial Register only after clearance.

What documents to prepare

  • Financial statements and turnover data of the parties and their groups
  • Transaction documents or a description of the planned deal
  • Market data: products, market shares, competitors and customers
  • Group structure charts
  • Powers of attorney for the filing lawyer

Common mistakes

  • Counting only the buyer's own turnover instead of its whole group
  • Closing or exercising control before the clearance becomes final
  • Ignoring a series of deals between the same parties within two years, which counts as one
  • Assuming a minority stake can never give control
  • Forgetting that the same deal may also need foreign investment screening

Risks and important deadlines

Gun-jumping fines

Implementing a notifiable deal before clearance can be fined up to CZK 10 million or 10% of net turnover in the last completed financial year.

Deemed clearance

If ÚOHS does not decide within the deadline, the deal is treated as cleared. Requests for further information stop the clock.

Revocation

Clearance obtained on incomplete or false information can be revoked.

Estimated costs

A merger notification carries an administrative fee payable to ÚOHS; check the current amount on its website. Lawyers' and economists' fees for the filing are agreed in advance.

When it's worth contacting a lawyer

A Czech competition lawyer calculates the turnovers, checks the Czech and EU thresholds, prepares the notification, talks to ÚOHS before filing and plans the timetable so that you do not close too early. On LawBridge you can find Czech business and real-estate lawyers by area of law and send them a request. A foreign investor's deal is a cross-border matter, and cross-border matters have no free option: lawyers always charge for their work, and nobody can guarantee the outcome of a deal.

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Lawyers for this area on LawBridge

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Mgr. LUKÁŠ KYKAL

Praha - Říčany · Czechia

EnglishCzechCroatian+2
Business LawCriminal LawEmployment Law
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Frequently asked questions

Does buying a minority stake count?

Only if it gives control, meaning the possibility of decisive influence over the company, for example through rights over the composition, voting or decisions of its bodies.

Which turnover counts?

Net turnover from the parties' business in the last completed financial year, including their groups, but not sales between them. For a target, only the part being acquired.

What about EU merger control?

Deals meeting the EU Merger Regulation thresholds are reviewed by the European Commission, not by ÚOHS.

Is this the same as foreign investment screening?

No. Merger control protects competition; investment screening by the Ministry of Industry and Trade protects security and public order. A deal can need both.

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