Directors under the Civil Code bill: representation, conflicts and rules for performing office

Private law recodification affects more than contracts and limitation. The draft Civil Code, approved by the government on 6 May 2026 and advanced to second reading by Parliament on 9 June 2026, with proposed effect from 1 July 2027, would also rewrite the foundations of how a legal entity acts and its bodies operate. These would be default rules, applicable wherever special legislation, for commercial companies the Slovak Commercial Code, does not provide otherwise.

Companies would act through representation

The conceptual change is that a legal entity’s expression of will would move from direct action to indirect action through representation, including determination of the type of representation applicable to its statutory body. According to the recodification commission’s materials, this matters particularly for attributing liability to the legal entity. The legal basis of corporate bodies’ status and standards for performing their functions are also recast. The draft would not require founding documents to be amended; however, from the effective date, any parts of them that conflict with mandatory provisions would not be binding. It is therefore worth reviewing signing rules and the method of acting set out in company documents.

Express conflict-of-interest rules

The draft expressly regulates conflicts of interest when a member of a legal entity’s body acts, independently of general representation rules, and the consequences of breach (§ 225, § 226 and § 230(4) of parliamentary print 1312). Companies would thus have another reason to set internal rules on disclosure and approval of conflicted transactions. The draft also adds general rules on defects in decisions of corporate bodies, addressing what happens when a body’s decision is flawed. For commercial companies, such rules are currently contained in the Commercial Code (for example § 131), but there are no common rules for all legal entities. Under the transitional provisions, decisions adopted before the effective date would be assessed under the previous rules.

Employment-law rules without an employment relationship

For directors, the precise boundary drawn by the draft is important: under § 224(3) of parliamentary print 1312, an agreement governing the performance of office may provide for the appropriate application of employment-law rules. The draft expressly states, however, that this does not create an employment relationship. It also preserves mandatory rules on a body member’s liability, remuneration and termination of office. This is therefore an option to regulate the conditions for performing office by agreement, not an automatic conversion of a director into an employee or a guarantee of any particular social-contributions regime. The agreement with a body member would be approved by the body that appoints them; agreements concluded before the effective date would not be subject to approval. Existing agreements governing the performance of office and management employment contracts must be assessed according to their actual content.

What to do before it takes effect

On 15 September 2026, the Constitutional and Legal Affairs Committee recommended approving the draft with amendments, on 22 September 2026 MPs tabled further amendments in the plenary, and the plenary will decide on the final wording, so the wording may still change (as at 26 September 2026). However, it is worth mapping service agreements, signing rules and conflict policies now, so implementation would be a routine update rather than an emergency. See our preparation for the new Civil Code or general meeting and corporate decision services. We can review your company’s arrangements in advance.