Novela zákona o obalech upřesňuje roli autorizované společnosti

On 13 May 2026, a parliamentary bill amending the Packaging Act was submitted to the Chamber of Deputies. The proposal primarily focuses on the authorized packaging company and the framework governing its relationships with entities operating in the waste management sector, with the declared aim of increasing legal certainty, preventing conflicts of interest, and strengthening the enforceability of rules.

A key change is the explicit establishment that the activities of the authorized packaging company (AOS) constitute a service of general economic interest, along with the definition of the purpose of this activity, namely ensuring a stable, high-quality, and universally accessible system for the take-back of packaging. The proposal also states that no compensatory payment from public budgets shall be due to the company for the provision of this service.

The proposal further supplements the definitions of “waste operator” and “vertically integrated group” in order to better capture indirect relationships and to limit the circumvention of independence rules through group structures. This is followed by stricter requirements concerning the ownership and personal independence of the company from waste operators, including a prohibition on the exercise of direct or indirect influence and the introduction of minimum independence criteria for persons responsible for management.

A significant change also concerns the rules governing the shareholder structure. The proposal establishes a general rule that the share of an individual shareholder or shareholders acting in concert in the registered capital or voting rights of the authorized packaging company must be less than 3 %. If this threshold is exceeded, a notification obligation arises, together with an obligation to reduce such share below 3 % no later than within one year from the date of such exceedance. At the same time, an alternative regime is permitted with a share of up to 33 %, provided that equality of voting rights is ensured irrespective of shareholding size and that there is a minimum of at least 34 shareholders who are not acting in concert.

The changes to the rules will therefore primarily affect the authorized packaging company, whose function in the Czech Republic is performed by EKO-KOM, a.s., as well as its shareholders, particularly in relation to the newly adjusted requirements for their independence from waste operators. In this context, the proposal uses the definition of a vertically integrated group, where the ability to influence a waste operator is deemed to exist, inter alia, through ownership of voting rights or registered capital exceeding 10 %, the possibility of appointing a member of its governing body or a senior employee, or acting in concert with such a person.

The proposal also aims to limit the registered capital of the authorized packaging company to CZK 2,000,000 and to limit the transfer price of shares so that it does not exceed their nominal value, with any legal acts in breach of this restriction having no legal effect. The proposal introduces consequences for breaches of shareholder rules, in particular restrictions on the exercise of voting rights and the right to request the convening of a general meeting.

Among the obligations of the authorized packaging company, the proposal newly introduces the requirement to ensure convenient collection of packaging materials for consumers through a sufficiently dense and accessible network of take-back points. In this regard, the explanatory memorandum refers to requirements concerning the accessibility and proximity of take-back and separate collection systems for end users under the Regulation on packaging and packaging waste. At the same time, the proposal envisages that the AOS will provide administrative and organizational services to other collective systems on a non-discriminatory basis, for remuneration corresponding to the costs actually incurred.

The proposed effective date of the amendment is set at the relatively ambitious date of 1 July 2026 The proposal has just undergone the interministerial consultation procedure. Transitional provisions grant the authorized packaging company and its shareholders time to bring their situation into compliance with the new rules within a period ranging from 12 to 18 months, depending on the specific obligations.

Authors:

Jan Turek

Michal Sladký