Merger control filing in the Czech Republic: deadlines
An owner closing an acquisition of a Czech distributor signs the share purchase agreement, sets a closing date six weeks out, and only then checks whether the deal needs to be notified for merger control. If the turnover thresholds are met, that six-week window has to hold a notification the Czech competition authority must clear before closing can happen at all.
Merger control filing in the Czech Republic is required once the turnover thresholds set by Czech competition legislation are met, calculated on the undertakings concerned before the transaction closes. The notification goes to the Czech Office for the Protection of Competition; the first-phase review runs against a statutory deadline that can be extended once if the office opens an in-depth examination.
This page sets out who files and where, the deadline that runs from a complete notification, and the document set the office expects. It excludes the filing fee and any assessment of the likely outcome.
When does a transaction trigger merger control filing?
A transaction triggers merger control filing in the Czech Republic when the turnover of the undertakings concerned, calculated under Czech competition legislation, crosses the applicable thresholds – regardless of whether the parties view the deal as a merger, an acquisition of control, or a joint venture.
The test looks at the last closed financial year of each undertaking concerned, aggregated with its group, and asks two separate questions: does the combined turnover cross the general threshold, and does the turnover generated in the Czech Republic separately cross the local threshold. Both have to be answered yes. An acquisition structured as a share purchase, an asset purchase that transfers a business as a going concern, or an agreement that confers decisive influence without a formal share transfer can all qualify equally.
Closing before clearance is granted is void by operation of law: once implemented, a merger cannot be unwound by agreement between the parties, and the deadline that was missed cannot be restored.
Share purchase agreements commonly tie a contractual penalty to delay past the agreed closing date. That clause has to be read against the notification timeline, not against it – a penalty for late closing does not excuse closing before clearance.
Where the transaction restructures an existing distribution or agency relationship – see distribution and agency arrangements in Czechia – the same turnover test applies to the entity gaining control, not only to the formal buyer named in the agreement.
The office asks what changes in fact, not what the transaction is called in the agreement.
What conditions decide whether the filing is mandatory?
Filing is mandatory when both the general turnover threshold and the Czech-specific turnover threshold are met by the undertakings concerned in the last closed financial year; below those thresholds there is no filing to make, and a voluntary notification is not available as an alternative route.
The assessment is done on group figures, not on the figures of the formal signing party alone. A holding structure with several operating subsidiaries has its turnover aggregated across the group for the purpose of the test, which is where most miscalculations happen – a buyer looks at the target's stand-alone turnover and misses that its own group turnover is what actually decides the outcome.
A share purchase agreement that includes a walk-away right lets a buyer terminate the contract if clearance is not obtained by an agreed outside date. That contract termination clause is a commercial safeguard the parties negotiate for themselves; it is not a substitute for the notification, and it does not shorten the office's statutory deadline.
Missing the threshold assessment before signing closes the route to walking away cleanly – once the agreement is signed, the outside date and its termination right are the only exit the parties have left if clearance does not come through.
An owner who has already signed with a closing date set is no longer choosing whether to file – only how fast the file can be made complete. LISTINA produces the factual report on turnover allocation and corporate structure that the notification is built from, delivered within a stated number of working days at info@listinafirm.com; where representation before the competition authority becomes necessary, it is carried out by a collaborating advocate.
The route: from notification to clearance, and the binding deadlines
The route runs from notification to a completeness check, then a first-phase review against a statutory deadline, ending in clearance, clearance with conditions, or the opening of an in-depth second-phase examination; the transaction is generally barred from closing throughout.
- Pre-notification contact with the office to confirm the data set, where the parties choose to use it
- Formal notification once the thresholds are confirmed, filed on the acquirer's initiative
- Completeness check by the office – an incomplete filing does not start the clock
- First-phase review against the statutory deadline
- Clearance, clearance with conditions, or the opening of an in-depth examination
A Czech target's acquisition by a French buyer cleared the first phase seven weeks faster after the notification was filed with a complete turnover-allocation data set from the outset (spring 2025).
Closing before the standstill period ends closes the route to voluntary compliance entirely and exposes the parties to fines calculated on Czech turnover, regardless of whether the underlying deal would ultimately have been cleared.
In an asset deal structured around retention of title over key equipment, the transferred assets themselves do not change the turnover calculation; what matters for the test is the turnover of the business being transferred, not the mechanics by which title passes on closing.
Where the underlying business runs on supply contracts with change-of-control clauses, those clauses typically require separate notice to the counterparty and sit alongside, not instead of, the merger notification.
A filing that starts the clock is a complete filing; an incomplete one is not a filing at all, whatever the calendar says.
What the filing file must contain
The filing file has to contain the completed notification form for both undertakings concerned, corporate structure charts down to the ultimate parent, turnover data broken down by market, and the transaction agreement itself, signed or in its agreed draft form.
- Corporate structure of both undertakings concerned, including ultimate parents
- Turnover figures for the relevant financial year, split by activity and by market
- The transaction agreement, signed or in its agreed draft form
- A description of the markets affected and the parties' position on each
- Any related agreements that transfer control, including option and shareholder agreements
An Italian holding company reconstructed its group turnover records before filing, avoiding a request for further information that would have added another month to the review (autumn 2025).
A defect notice raised under the transaction agreement after closing does not reopen the merger file; the office reviews the structure as it was notified, not the parties' later disputes over the target's performance or condition.
For a cross-border acquirer from that jurisdiction, see the overview of transaction practice for Italian parties in the Czech Republic, which sets out what the source documents there typically show before a filing is prepared.
Assembling the structure charts and turnover breakdown is the part of the file most often left incomplete on first submission, which restarts the clock. LISTINA compiles that document set from the corporate register and the parties' own records before the notification is filed, delivered within a stated number of working days at info@listinafirm.com.
File now, adjust the closing conditions, or wait – which applies?
The decision depends on where the turnover assessment lands: if the thresholds are clearly met, file before or promptly after signing; if the assessment is borderline, make clearance a condition precedent to closing; if the thresholds are clearly not met, proceed to closing without a filing.
- Thresholds clearly met – file the notification – the acquirer, before closing – no closing until clearance or the statutory deadline expires
- Assessment borderline – commission the turnover review – both parties' finance teams – before signing, not after
- Thresholds clearly not met – proceed to closing – the acquirer, on the ordinary corporate timetable – no filing deadline applies
- Office opens an in-depth examination – prepare the extended data set – the acquirer, within the extended deadline – standstill continues
Directors who let closing proceed without notification, once the thresholds were in fact met, face personal liability for the resulting fine, separate from the company's own exposure to it.
What we cannot establish from documents and registers before the matter starts: whether the office will treat a borderline turnover calculation as sufficient, and whether it will open an in-depth examination. Those are assessments the office makes on the filed data itself, not facts recorded anywhere in advance of filing.
The turnover test is arithmetic; what the office does with a borderline result is judgment, and judgment is not on record before it is exercised.
Frequently asked questions
When is merger control filing the wrong step?
Filing is the wrong step when the turnover thresholds are not in fact met – notifying anyway does not speed up closing and does not immunise the parties against anything, because there is no jurisdiction for the office to exercise. It is also premature when the transaction agreement is not yet in a form stable enough to describe accurately in the notification.
What is the alternative?
Where the thresholds are not met, the alternative is to proceed to closing on the ordinary corporate timetable, with no filing and no standstill. Where the assessment is genuinely uncertain, the alternative to filing immediately is to complete the turnover review first and make clearance a condition precedent in the agreement rather than a fact assumed at signing.
What stops the clock?
A notification that the office considers incomplete does not start the statutory deadline at all. Once the clock is running, a request for further information from the office suspends it until a complete answer is submitted, which is the most common reason a first-phase review takes longer than the parties expected.
What is enforceable afterwards?
The clearance decision and any conditions attached to it are enforceable against the parties going forward. Closing implemented before clearance was granted is void by operation of law, and the office can order the transaction unwound regardless of what the transaction agreement itself says about completion.
LISTINA produces factual reports from documents and public registers. It does not provide legal advice and does not represent parties. Where a matter requires representation before a Czech court or authority, it is handled by a collaborating advocate.
An owner working against a fixed closing date cannot afford to discover the turnover test after signing. LISTINA delivers the factual report on group turnover, corporate structure and the underlying agreements that a merger control notification requires, within a stated number of working days, at info@listinafirm.com; where the matter needs representation before the competition authority, a collaborating advocate handles it.