Commission of a commercial agent and of a broker: when it arises, when it falls due and when it lapses

Commission is not only a question of amount. Equally important is whether and when the entitlement arose at all: the customer has ordered but not yet paid; the transaction was concluded a month after the cooperation ended; the principal negotiated with a customer in the territory itself. The Commercial Code (Act No. 513/1991 Coll.) lays down different rules for brokers and for commercial agents. For agency, moreover, part of the rules is mandatory, so not even a cleverly drafted agreement can circumvent them.

The broker: conclusion of the agreement is decisive

A broker undertakes to carry on activity aimed at giving the interested party the opportunity to conclude a particular agreement with a third party (Section 642). It becomes entitled to commission if the brokered agreement is concluded (Section 644). The agreement may move the entitlement forward or back:

• where, under the agreement, the broker is only to procure the opportunity to conclude an agreement with a particular content, the entitlement arises as soon as that opportunity is procured (Section 645),
• where the entitlement is tied to performance of the third party’s obligation, it also arises where the obligation ceased or performance was delayed for reasons for which the interested party is responsible (Section 646).

No entitlement arises where the agreement with the third party was concluded without the broker’s involvement, or where the broker was, contrary to the agreement, also active for the other party (Section 647(1)). Costs are payable in addition to commission only where expressly agreed (Section 647(2)). Termination of the brokerage agreement does not exclude the entitlement where the agreement to which the brokerage activity related is concluded only after it ends (Section 651). How these rules apply to estate agencies is examined in our answer on when an estate agency becomes entitled to commission.

The commercial agent: which transactions count

A commercial agent generally operates on a continuing basis and its commission is tied to transactions carried out during the term of the contractual relationship. It is entitled to commission where the transaction was concluded as a result of its activity, or with a third party which it acquired before the transaction was concluded for the purpose of transactions of that kind (Section 659a). Under exclusive agency, the principal pays commission also on transactions it concludes itself in the territory, unless the agreement provides otherwise (Section 666). By contrast, no entitlement arises where the agent was also active for the other party in the transaction (Section 659(3)). It is entitled to reimbursement of costs only where agreed (Section 659(2)).

When the entitlement arises and when it falls due

The basic rule links the creation of the entitlement to performance. Unless the parties have agreed that procuring the opportunity suffices (Section 661), the entitlement arises at the moment the principal performed its obligation under the transaction, when it was obliged to perform it, or when the third party performed its obligation (Section 660(1)). The Act, however, sets a limit beyond which one cannot go:

The entitlement to commission arises at the latest at the moment when the third party performed its part of the obligation or was obliged to perform it, provided the principal performed its own part. Where, however, the third party is to perform its obligation more than six months after conclusion of the transaction, the commercial agent becomes entitled to commission upon conclusion of the transaction.

— Section 660(2) of the Commercial Code (unofficial English translation)

Commission falls due at the latest on the last day of the month following the end of the quarter in which the entitlement arose (Section 660(3)). At the latest by the end of the month following the quarter in which the commission fell due, the principal must also provide the agent, even without a request, with a written statement setting out the main items of the calculation, and the agent may request the information needed to check it (Section 660(4)). Subsections (2) to (4) are among the provisions that cannot be derogated from under Section 263(1).

When the entitlement lapses

The entitlement to commission lapses where it is clear that the transaction between the principal and the third party will not take place and the failure is not a consequence of circumstances for which the principal is responsible. Commission already paid must then be returned (Section 662(1) and (2)). Lapse of the entitlement may be regulated by agreement otherwise only in the agent’s favour (Section 662(3)). Where commission is based on the extent of the third party’s performance, performance not rendered for a reason for which the principal is responsible is included in it as well (Section 660(5)).

Typical mistakes in agreements

• Commission “only after full payment by the customer” in transactions with long payment terms. In agency, such a clause is limited by Section 660(2), and in transactions performed more than six months after conclusion the entitlement arises on conclusion of the transaction.
• Blanket deduction of commission whenever there is any problem with a customer. The Act permits the entitlement to lapse only in the situation under Section 662(1), and this cannot be altered to the agent’s detriment.
• A missing statement. A principal that fails to provide the quarterly statement with a breakdown breaches a mandatory duty under Section 660(4), and the agent may request the information needed to check the calculation of commission.
• A misnamed relationship. An agreement called a “brokerage agreement” under which a partner seeks out customers for a single company on a continuing basis may in substance be commercial agency. The provisions on brokerage apply to commercial agency only where the rules on commercial agency do not provide otherwise (Section 652(5)). The mandatory rules of agency on commission therefore cannot be circumvented by calling the agreement brokerage; what matters is what the agreement actually creates.
• Non-payment risk without remuneration. An agent guarantees the third party’s performance only where it undertook to do so in writing and receives separate remuneration for it (Section 658(2)).

How to structure commission

A good agreement determines which transactions commission is payable on, when the entitlement arises within the limits of Section 660, how the base is calculated, when and in what form it is accounted for, and what happens to transactions in progress when the cooperation ends. The last question is addressed in our answer on commission after commercial agency ends. If you are deciding whether to use an agent, a broker or another form of sales at all, our article Distributor, commercial agent or commission agent will help.

We prepare and review agreements with agents under our commercial agency agreement service, and brokerage and mandate agreements under our mandate and brokerage agreement service. We act for principals and agents alike, and pay particular attention to the commission mechanism, because it determines how much will be paid and when.

How this will work under the new Civil Code

On 1 October 2026, the National Council of the Slovak Republic approved the new Slovak Civil Code, which will take effect on 1 July 2027. It moves both brokerage and commercial agency into the new code. The Commercial Code is not being repealed, however, so for relationships between businesses the position will be settled definitively only by the implementing amendment. For brokers, the new code changes the following rules in particular:

• if the target agreement is concluded subject to a condition precedent, for example approval of a loan, commission will arise only once the condition is fulfilled,
• under exclusive brokerage, the interested party will pay commission even if it concludes the agreement without the broker,
• without agreement, the broker may not act for both parties or become the interested party’s counterparty, unless the interested party, after learning of it, did not object within a reasonable time or the target agreement is defined so precisely that there is no risk of a conflict of interest; otherwise no entitlement to commission or to reimbursement of costs will arise,
• commission after the agreement ends is due to the broker only if the target agreement is concluded within a reasonable time and mainly thanks to the broker’s efforts.

For commercial agency, the latest moment at which the entitlement arises, the six-month rule, quarterly maturity and the statement all remain. These rules will, however, apply to the agent’s entire remuneration; commission will be remuneration tied to the number or value of transactions. The entitlement will lapse if it is clear that the transaction will not take place for a reason that does not lie on the principal’s side, not according to whether the principal is responsible for its failure to take place. It will be possible to depart from these rules in the agent’s favour; departures to the agent’s detriment will be disregarded.

Agreements concluded by 30 June 2027 will be governed by the existing law, even if the transaction or the payment comes later. In agreements concluded from 1 July 2027, expressly regulate when commission arises on conditional transactions and the period during which it is due even after the cooperation ends. What is changing in other aspects of agency is described in our answer on commercial agency in the new Civil Code.

Status as of 22 October 2026: the act has been approved and was signed by the President on 20 October 2026, but has not yet been promulgated in the Collection of Laws. Until 30 June 2027, the rules described above in this article apply.