Receivables under the Civil Code bill: contractual assignment bans would lose effect against third parties

The clause “receivables under this agreement may not be assigned without our consent” appears frequently in customer contracts. Today it is supported by § 525(2) of the Slovak Civil Code. The draft Civil Code would remove the feature on which it relies: its effect against third parties.

What the draft says

According to the recodification commission’s brochure, protection of third parties and legal dealings is strengthened in assignments of receivables, an important mechanism for the modern economy. The government’s bill says so directly: an agreement that prohibits or restricts assignment has no effect against third parties (§ 353(3) of parliamentary print 1312). The assignment would therefore remain effective for the assignee, and the party breaching the ban would be liable to its contractual partner for breach, while the assignment itself would stand.

Suppliers would gain flexibility

This is good news for creditors. A receivable would become a more reliable asset: factoring, refinancing or selling a portfolio of claims would no longer be blocked by a clause imposed on a supplier in a framework agreement. Statutory restrictions would remain, however: a receivable against a bank or insurer arising from a contract with a client could be assigned only with the debtor’s consent (§ 353(2) of parliamentary print 1312).

Customers would have to rethink protection

Those relying on an assignment ban, typically customers unwilling to pay an unknown factor or face disputes about whom they owe, would need to rebuild their protection through contractual liability for breach, notification rules or another arrangement. The clause alone would no longer protect them against third parties.

Beyond assignment: transfer of contracts, cash security and debt forgiveness

The draft also expressly regulates mechanisms which, according to the explanatory memorandum, were used in practice but exposed to legal uncertainty because statutory rules were lacking: transfer of an entire contract (with the other party’s consent, which may also be given in advance), cash security and unilateral debt forgiveness, which the debtor could reject without undue delay. Express regulation of whole-contract transfers may particularly simplify reorganisations and sales of business divisions, where contractual positions are currently transferred awkwardly in separate parts.

When would it take effect?

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 (as at 26 September 2026). The wording may still change. Under the bill’s transitional provisions, contracts concluded before the effective date would continue to be governed by the previous rules; however, the bill contains no specific rule for assigning a receivable arising from an old contract. Businesses relying on assignment bans have time to redesign their protection.

To understand how recodification affects your contracts, see our preparation for the new Civil Code. If you are already assigning or setting off receivables, we can help with that too: assignment and set-off of receivables.