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Legal changes affecting your business.
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56 articles across 13 topics RSS Original website archive
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Articles on the proposed new Slovak Civil Code and its proposed changes to contracts, business and property relations.
The end of two codes: obligations under a single code
The same contract is currently governed by different rules depending on whether it falls under the Civil or Commercial Code. The new Civil Code is intended to end this dual system by bringing commercial obligations into a single code.
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Damages under the new rules: what can and cannot be agreed
The new Civil Code addresses long-disputed questions about damages: advance waivers, disguised late-payment interest and non-pecuniary claims for breach of contract. Liability limitation clauses will have clear rules.
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Breach of contract under the new rules: one system of remedies
The new Civil Code is intended to unify remedies for breach across all contract types. Today, they must be found in incomplete rules for individual contracts, often in two different codes. What this changes for clauses in your templates.
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Receivables under the new rules: contractual assignment bans lose effect against third parties
The new Civil Code strengthens third-party protection in assignments of receivables: breaching a contractual assignment ban should no longer affect third parties. What this means for suppliers and customers.
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Limitation under the new rules: a uniform three years for everyone
The new Civil Code is intended to unify civil and commercial limitation rules under a general three-year period. For commercial creditors, this means the end of the fourth year and a reason to adjust internal processes.
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Directors under the new rules: representation, conflicts and rules for performing office
The new Civil Code changes the foundations of directors’ roles: companies will act through representation, conflicts of interest will have express rules and agreements governing the performance of office may provide for the appropriate application of employment-law rules without creating an employment relationship.
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Scrutiny of standard terms and liability for bad-faith negotiations
The new Civil Code is intended to consolidate and supplement the existing rules on contract formation, particularly liability for bad-faith negotiations, written confirmations of oral contracts and scrutiny of standard contracts. What this means for your terms and ordering processes.
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Contract invalidity under the new rules: introducing avoidance
The new Civil Code changes the concept of contractual invalidity. Only what is currently absolutely invalid should remain invalid; relative invalidity will be replaced by avoidance subject to a shorter deadline. Greater transactional certainty, but less time to act.
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Agile software development: a contract designed for sprints
Sprints do not fit a conventional contract for work: scope is flexible, software is delivered incrementally and acceptance is ongoing. A framework agreement with orders, budget caps, a definition of done and rules for the backlog and repository handover provides a solution.
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Legal due diligence before buying a company: what is checked and what usually emerges
Pre-acquisition legal due diligence examines the chain of share transfers, customer contracts, employment, software and registers. The result is practical: findings shape representations and warranties, purchase-price escrow and price adjustments.
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Family business succession: transferring to children during your lifetime
Leaving a family business handover to inheritance is the most expensive option: several heirs may share one interest and block decisions. Lifetime succession relies on staged transfers, an agreement between generations and often a holding structure.
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AML amendment: goAML registration by 30 November 2026 and stricter beneficial owner verification
AML amendment Act No. 73/2026 Z. z. has applied since 1 June 2026. Obliged entities must register in the Financial Intelligence Unit’s goAML system by 30 November 2026 and must not rely solely on the register of legal entities when verifying beneficial owners.
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Debt recovery audit: eight questions showing how much money your business leaves uncollected
Invoices becoming time-barred this year, unclaimed interest and fixed compensation, reminders without legal effect and insolvencies discovered too late. Eight questions reveal where recovery loses money, with links to detailed guidance.
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The end of duty-free consignments up to EUR 150: online store rules from 1 July 2026
Council Regulation (EU) 2026/382 abolished duty relief for consignments up to EUR 150. Until 1 July 2028, IOSS imports and postal or courier consignments attract EUR 3 duty per item, changing the economics of every order for stores relying on low-cost imports.
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Conflicts of interest in public procurement: when bidders risk exclusion
A former employee on the contracting authority’s side, a designer included in the bid or personal links to the committee: Public Procurement Office guidance No. 3/2026 explains which connections create conflicts and when exclusion follows. Potential influence, disclosure and mitigation are decisive.
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Non-compete clauses: different rules in Slovakia and Czechia
The governing law and type of contract are decisive for a non-compete clause. Slovak § 672a regulates commercial agency and imposes a two-year ceiling; in other commercial relationships, the proportionality of the restriction must be assessed separately. Czech § 2975 has a general five-year ceiling and does not require compensation, although commercial agency is subject to special rules in Czechia too.
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MiCA CASP authorisation: preparing your application to NBS
Crypto-asset services in the EU require CASP authorisation, and Slovakia’s transitional period for former crypto trade licences ended on 30 December 2025. Delegated Regulation (EU) 2025/305 defines the NBS application requirements, and subsequent changes restart assessment.
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NIS2 does not end at registration: cybersecurity belongs in supplier contracts
The Cybersecurity Act requires essential service operators to conclude specific agreements with suppliers affecting their networks and systems, covering security policies, audits and incident reporting. What the agreement needs, what to ask IT suppliers for and what to watch when you are the supplier.
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Put and call options: agreeing shareholders’ separation in advance
A call is a right to buy another shareholder’s interest; a put is a right to sell yours to them. In a § 66c Commercial Code shareholder agreement, they replace years of disputes with predetermined triggers, pricing and procedure. From 17 August 2026, the transfer itself requires lawyer authorisation or a notarial deed.
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Bespoke software: source code, SLAs and escrow determine your control
Paying for application development does not mean owning it. Without express terms, copyright law gives customers only narrow rights. The contract determines the rest: rights to the work, source code delivery, measurable SLAs and escrow if the supplier fails.
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Stablecoins in business: when CASP authorisation is not enough and payment authorisation is needed
Electronic money tokens are funds for payment regulation purposes. Exchanging stablecoins is not a payment service, but transferring them for clients can be, including between the same client’s accounts. EBA’s approach defines where CASP ends and PSD2 begins.
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Construction is no longer an unregulated trade: what a building company needs today
Since 1 April 2025, constructing buildings requires a trade authorisation subject to professional qualifications. Companies holding the former unregulated construction trade have until 31 March 2029; companies established after 1 April 2025 have no transition period.
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The construction site diary as evidence: missing entries are hard to prove years later
In a dispute over delay or defects, the site diary is often the only contemporaneous record. Construction Act No. 25/2025 Coll. specifies who keeps it and who may make entries; its evidential value depends on consistent records and the contract.
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Work statements, interim invoices and retention: construction payments depend on the contract
When a contractor gets paid depends on the contract’s billing arrangements: statements of completed work, approval and retention. Set them up so payments continue throughout construction and the first disagreement does not stop cash flow.
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Moving a company between Slovakia and Czechia: conversion without liquidation
Since March 2024, a company can move between Slovakia and Czechia as a whole, without liquidation, a successor or transferring contracts. Cross-border conversion under Act No. 309/2023 Z. z. preserves its identity while changing its legal form and registered-office state.
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A company’s reputation has value: damage to it can justify monetary redress
In Pl. ÚS 26/24, the Czech Constitutional Court’s plenary confirmed that legal entities may seek adequate satisfaction for non-pecuniary harm to reputation, including money. Slovakia provides the same right expressly in § 19b of the Civil Code, supplemented by unfair competition rules for attacks by competitors.
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NBS scrutinised corporate bond sales: what distributor inspections revealed
Corporate bonds commonly enter Slovak retail investors’ portfolios. NBS issued a distribution benchmark and found full implementation at only one of nine distributors inspected. Implications for issuers and sellers.
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Partial division: separating part of a business while the original company survives
Since March 2024, property, an ongoing project or an entire division can be separated into another company without dissolving the original entity or selling the business. A partial division under Act No. 309/2023 Z. z. transfers the selected part, and everything attached to it, on one date.
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New social contributions for the self-employed: income test, contribution holidays and micro-contribution
From 1 July 2026, social insurance contributions for the self-employed follow new rules. Compulsory insurance arises only above the income threshold, EUR 2,876.90 for 2026; new businesses have a six-month holiday and low incomes attract a EUR 131.34 monthly micro-contribution. Acts No. 261/2025 and 122/2026 Z. z. introduced the reform.
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Land consolidation: what owners can influence and why silence means consent
Land consolidation reorganises ownership across an area: original plots disappear and owners receive new ones. Several procedural windows allow influence over the outcome. Missing them means silence counts as consent in both Slovakia and Czechia, and decisions proceed without you.
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Acceptance records in contracts for work: the formality that determines payment
Contractors generally do not get paid until handover, and the contract defines what handover means. How to agree acceptance records, deemed acceptance and acceptance with minor defects, and how Slovak and Czech case law treats withheld signatures.
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A year of discount inspections: what SOI actually fines in promotions and sales
SOI completed a nationwide discount inspection campaign under Act No. 108/2024 Z. z. Of 180 establishments, 23 had price-reduction deficiencies and the first fines are being imposed. What inspectors find and how online and physical stores should prepare.
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Building amnesty: three routes for legalising old and unauthorised buildings
Amendment No. 46/2024 Z. z. created three regimes: unconditional legalisation for pre-October 1976 buildings, conditional legalisation through 1989, and an application procedure for 1990–2025 buildings until 31 March 2029. None automatically enters a building in the land register.
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Disguised labour supply: why Czech labour inspectors impose multimillion-crown fines
In 2024, Czech labour inspectors identified 245 cases of disguised labour supply and imposed 161 fines totalling CZK 71.714 million. Another 81 fines totalling CZK 67.198 million went to clients enabling these arrangements. Calling labour hire a service can be a costly mistake, including for Slovak companies.
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When a director pays the company’s debts: three routes for creditors
A claim against an empty s.r.o. may still be recoverable. Slovak law allows creditors to claim damages directly for a late bankruptcy petition and to pursue the company’s claim against its managing director. Czech law provides statutory liability for company debts and late insolvency petitions.
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Minimum wage 2026: EUR 915 is only the first of six grades
The minimum wage for 2026 is EUR 915 a month. Most jobs, however, are subject to a higher minimum wage entitlement according to their level of work complexity.
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Certificate of no illegal employment fine: when a company needs it and what prevents issuance
The labour inspectorate issues it within seven working days. A fine in recent years creates a problem, potentially excluding the business from contributions, grants and some contracts.
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Hiring support for people over 50 in 2026: up to EUR 1,291.17 monthly
An employer hiring a registered jobseeker over 50 may receive up to EUR 1,291.17 monthly. Age, however, is only one of the conditions.
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Equal Pay Act: what employers needed by 31 July 2026 and what comes next
Businesses had until 31 July 2026 to introduce pay structures based on objective criteria. The deadline has passed but the duty continues, and most other rules apply regardless of company size.
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Corporate minimum tax gains a fifth band in 2026: EUR 11,520
The consolidation package split the highest minimum-tax band and tripled the amount for companies with taxable revenue over EUR 5 million. The new amounts, exemptions and why a company newly formed through a merger must pay attention.
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Bought a business without a tax schedule? The law assumes the worst
Where the statutory conditions are met, a business sale is not treated as a supply for VAT purposes, but the buyer succeeds to the seller’s position for VAT purposes. If capital goods input tax information is missing, the VAT Act presumes a full deduction. Simply saying the documents never arrived does not rebut that presumption.
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Lower cash payments from January 2026: the limit fell to EUR 5,000
A uniform EUR 15,000 threshold applied for three years. From 1 January 2026, the dual regime returned: EUR 5,000 generally, and EUR 15,000 only between individuals acting outside business. What this means for purchase prices, advances and instalments.
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Listing Act from 5 June 2026: what changes for Slovak issuers and what does not
European prospectus rules change from 5 June 2026. Slovakia’s EUR 5 million threshold remains, however, making some headlines about EUR 12 million misleading for Slovak businesses. What actually changes.
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Selling an s.r.o. interest tax-free after three years? No such rule exists
It was enacted but never took effect. The three-year exemption for income from transferring an s.r.o. interest still appears in articles and transaction plans, but not in the Income Tax Act. What applies to shareholders instead.
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From 20 November 2026, consumer credit includes products you may not think of as loans
Act No. 312/2025 Z. z. replaces consumer credit rules dating back fifteen years. It extends coverage to deferred payments, small and interest-free loans, affecting businesses that never considered themselves lenders.
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ESOPs in Slovakia: s.r.o., a.s. or j.s.a. — which form supports employee equity?
Promising key people equity is easy. Delivering depends on the legal form: an s.r.o. creates substantial obstacles, an a.s. offers tools only for employees, while a j.s.a. has an ESOP mechanism built into the law.
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Financial assistance is no longer prohibited: the rules from 1 March 2024 and implications for ESOPs
A joint-stock company was long prohibited from lending for the purchase of its own shares. Since 1 March 2024, financial assistance is permitted under statutory conditions. Old templates referring to the prohibition cite a provision that no longer exists.
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The simple joint-stock company: the only form with an ESOP built into the law
While an s.r.o. creates obstacles to employee equity, a simple joint-stock company has its own statutory regime: shares in euro cents, subscriptions up to 20% of capital and participation for self-employed developers.
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The ban on chains of single-member s.r.o. companies is abolished: implications for holdings and SPVs
From 17 August 2026, § 105a is removed from the Commercial Code. A single-member s.r.o. can form another company alone, and individuals are no longer limited to three single-member s.r.o. companies. Act No. 29/2026 Z. z. opens the way to simpler holdings and SPVs.
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Land register access was meant to require login from July. Parliament rejected the amendment: what applies now?
The amendment would have required authentication to access ownership information and narrowed public data. Parliament did not advance it to second reading on 23 April 2026. We explain the proposal, its outcome and current access rules.
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Lawyer escrow when buying property: why the money should not go straight to the seller
The riskiest stage of a property transfer is the period between signing and land registration. Lawyer escrow of the purchase price protects both parties. We explain how it works.
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Czech customer not paying? Recovering a debt in Czechia without a second law firm
A debtor across the border does not mean a lost claim. How to recover from a Czech customer, from a demand and payment order to enforcement, and why two law firms are unnecessary.
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Corporate bonds in Czechia: why Slovak developers issue across the border
A bond issue is an established way to finance a development project without waiting for a bank. How Czech issues work, what they involve for the issuer and when they also make sense for a Slovak company.
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Forming a Czech s.r.o. from Slovakia: the complete process without a trip to Czechia
Step by step, from the power of attorney to the commercial register extract. How remote formation of a Czech limited liability company works and what to prepare.
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New rules for transfers of ownership interests: notary or lawyer
From 17 August 2026, a transfer of an ownership interest in a Slovak s.r.o. requires a qualified form: lawyer authorisation or a notarial deed. What this means and how to prepare.
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The new Commercial Register Act: changes for your company from 17 August 2026
Company name reservations, lower fees, higher fines and a new mandatory form for key corporate documents. An overview of the changes introduced by Act No. 29/2026 Z. z. and what to do about them.
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