The Czech National Bank (CNB) recently issued another update to its methodological guidance concerning persons carrying out asset management comparable to management under Section 15 of the Investment Companies and Investment Funds Act (ZISIF). This follows its statement from September 2025, in which it clearly distinguished three frequently confused categories of investors: a professional client under the Capital Market Undertakings Act (ZPKT), a qualified investor under Section 272 ZISIF, and a qualified investor for the purposes of asset management under Section 15 ZISIF. With respect to the last of these categories, the CNB emphasises that the requirement of an investment corresponding to at least EUR 125,000 applies without exceptions or alternatives that the law allows for other categories.

❗The new update provides an additional important clarification — a mere commitment or promise to invest is not sufficient to meet this requirement. The amount must be actually and demonstrably provided to the venture capital entity. The mere existence of a commitment to provide the investment is therefore insufficient and, according to the CNB, any other approach would constitute a circumvention of statutory regulation. This requirement should also be taken into account when returning part of the investment or providing advances on such returns to investors.

The update also comes at the end of a significant transitional period, which ends on 1 July 2026. After this date, venture capital entities may have no more than 20 investors who do not meet the above-mentioned condition. If more than 20 persons invest through an alternative fund, compliance with this condition will need to be evidenced by an auditor's report.

That the CNB takes the regulation of "Section 15 funds" and investor protection very seriously is also demonstrated by its recent warning about the risks of offering investment opportunities by persons under Section 15 ZISIF. Moreover, as of 1 December 2025, it has removed 27 venture capital entities from the register for breaches of statutory obligations. In the event of a breach of the above condition, in addition to the risk of removal from the register, there is also a risk that the activity will be assessed as the operation of an unauthorised ("shadow") fund, with the possibility of significant fines being imposed.

In the coming months, we therefore recommend paying increased attention to the investor structure, including any unpaid investments, to ensure that the necessary steps are taken in time.

Author: Filip Rebeka