The end of two codes: obligations under a single code

Since 1991, Slovak contract law has operated in two worlds. Sale agreements, contracts for work and safekeeping are regulated twice: in the Civil Code (No. 40/1964 Zb.) and the Commercial Code (No. 513/1991 Zb.). The government’s draft new Civil Code (parliamentary print 1312), now at second reading in the National Council, is intended to end this dualism.

Why two regimes are a problem

Before signing a contract, you must know which code governs it, and the answer is not always obvious. Practical issues depend on it: civil and commercial limitation rules differ, which is why the explanatory memorandum to the draft proposes unifying them. The consequences of breach also differ and must currently be found in incomplete rules for individual contract types. A mistake in identifying the regime may surface only in a dispute.

What the new code proposes

The draft adopts a unified approach: one civil code also covering commercial obligations and unfair competition. The explanatory memorandum describes this as a key change, removing the dual regulation of the most common contract types: sale, work, mandate, safekeeping and, in part, carriage contracts.

The Commercial Code itself will not disappear. According to a Slovak Ministry of Justice news release of 5 May 2026, “the regulation of commercial companies remains in the Commercial Code” and “the entire obligations part is being moved into a single statute”. Slovakia is thus taking a different path from Czechia, where a separate Business Corporations Act has applied since 2014. However, the draft code does not yet amend the Commercial Code: its obligations part is to be removed by a separate implementing amendment, which the explanatory memorandum plans only after the code is approved. Until that amendment is adopted, both sets of rules would formally apply side by side.

An important detail is that the substance is based primarily on the existing commercial law rules. Sale and work contracts build on the Commercial Code; safekeeping is combined with warehousing on a commercial law basis; and mandate contracts draw on commercial mandates. These are supplemented by a uniform system of remedies for non-performance across all contract types and a general three-year limitation period.

What this means for businesses

For businesses familiar with the Commercial Code, the new regime will not be unfamiliar: it draws heavily on those rules. In practice, template contracts and general terms will need to be updated for new relationships. Business-to-business contracts concluded from 1 July 2027 are worth drafting so that they work under both regimes until it is clear when the implementing amendment will take effect. Existing contracts must, however, be distinguished: § 1889(3) of the draft generally preserves the existing law for obligations arising from contracts concluded earlier, including the consequences of their breach, unless the parties agree in writing under subsection (4) to move to the new law, while § 1892 deals separately with the running of time limits. Section numbering follows the government draft and will change once it is passed. The recodification therefore does not automatically invalidate every existing reference to the Commercial Code or its agreed effects. Limitation, penalty and breach clauses deserve particular attention, always having regard to the applicable transitional rules.

When will it happen?

The government approved the draft Civil Code on 6 May 2026, and Parliament advanced it to second reading on 9 June 2026. On 15 September 2026, the Constitutional and Legal Affairs Committee recommended approving it with amendments, and on 22 September 2026 MPs tabled further amendments in the plenary; the plenary will decide on the final wording. The proposed effective date is 1 July 2027; both the date and wording may still change. This article reflects the position as at 26 September 2026.

If your business relies on template contracts and general terms, preparing the transition early is worthwhile. See our preparation for the new Civil Code service for our approach. We can review your documentation well in advance.