If the guarantee clause clearly identifies you personally as the guarantor, you are liable with your own assets, even if you signed the contract only once and on behalf of the company. In 2023, the Supreme Court of the Slovak Republic held that a second signature is unnecessary if the contract unequivocally identifies who is giving the guarantee. As a rule, the creditor can demand performance from you only once the company has failed to pay even after a written demand. You can raise the defences available to the company. Leaving the office of managing director does not in itself terminate the guarantee.
A supplier sends a framework agreement, and the managing director signs and stamps it on behalf of the company. The final provisions contain a sentence stating that the buyer’s statutory representative guarantees its obligations. When the company stops paying, the supplier demands payment from the managing director. If the contract unequivocally identifies the managing director as an individual as the intended guarantor, a guarantee will generally have arisen under Slovak law, and the managing director is liable with their own assets to the extent that the guarantee secures the company’s debt.
A guarantee arises through a written declaration
Security for obligations arising from commercial relationships is governed by the Commercial Code (Act No. 513/1991 Zb.), even where the guarantor is an individual (Section 261(7)). Under the Code, a guarantee arises as follows:
The following quotation is reproduced in its original language:
Kto veriteľovi písomne vyhlási, že ho uspokojí, ak dlžník voči nemu nesplnil určitý záväzok, stáva sa dlžníkovým ručiteľom.
The law does not require a separate document. A guarantee declaration may also be a clause in a sale, framework or credit agreement. A guarantee may also cover obligations that arise in the future (Section 304(2)), such as all future supplies under a framework agreement. If the guarantee secures only part of a debt, partial payments by the company do not reduce the amount guaranteed while the unpaid balance remains at least equal to the secured amount (Section 307(2)).
One signature on behalf of the company may be enough
The Supreme Court of the Slovak Republic considered a similar situation in its judgment of 8 November 2023, case No. 4Obdo/29/2022. The managing director signed a framework sale agreement once, next to the company stamp and the designation “buyer”. Under the final provisions, the guarantee was given by the buyer’s statutory representative identified in the introductory particulars, where the managing director was named. The district court considered the guarantee invalid, the regional court ordered the managing director to pay the company’s debt, and the Supreme Court dismissed his appeal on points of law.
According to the Supreme Court, validity does not require two signatures by the same person, one on behalf of the company and one personally, if the contract clearly identifies who is giving the guarantee. In the court’s view, declaring the guarantee invalid solely because a second signature was missing would be excessively formalistic. The court also noted that the outcome might have been different had the guarantee clause not been worded so clearly and not referred to the introductory particulars identifying the managing director. In the same case, the regional court also rejected the argument that the guarantee had been hidden in the final provisions, because the entire contract was written in the same typeface.
The wording of the particular sentence is therefore decisive: whether it names you or a person clearly identified elsewhere in the contract, or merely refers generally to the statutory representative. If the guarantee clause appears only in terms and conditions to which the contract refers, it requires even closer assessment.
What the guarantee means for you
The creditor can demand performance from the guarantor if the company has failed to pay a debt that is due within a reasonable time after the creditor has made a written demand for payment. No demand is required if the creditor cannot make one or if it is beyond doubt that the company will not pay, particularly where bankruptcy has been declared (Section 306(1)). The contract may depart from this rule (Section 263(1)), so check whether the guarantee declaration dispenses with a demand to the company. Against the creditor, you can raise all defences available to the company, such as defects in the goods, payment or limitation, and may also set off your own claims against the creditor (Section 306(2)). The contract cannot exclude this right. A claim against the guarantor does not become time-barred before the claim against the company (Section 310).
The guarantee is your personal obligation, rather than an obligation attached to your office. It terminates when the secured obligation is extinguished (Section 311(1)). However, it does not terminate if the company itself ceases to exist as the debtor (Section 311(2)). Nor does it end when you resign as managing director or sell your shareholding. If it also covers future obligations under a framework agreement, it may extend to supplies made after your departure. Early termination of the guarantee must therefore be agreed with the creditor. What to do if the company enters bankruptcy is discussed in the question on a guarantor’s position when the debtor enters bankruptcy or ceases to exist.
A contractual guarantee differs from statutory shareholder liability up to the amount of an unpaid capital contribution and from a managing director’s liability for damage. Changes to a credit arrangement or the sale of a claim during the guarantee period are discussed in the article suretyship and guarantees during the term of a loan.
If the contract is governed by Czech law
For a contract governed by Czech law, guarantees are regulated by Section 2018 of Act No. 89/2012 Sb.. A person becomes a guarantor by declaring to the creditor that they will satisfy the creditor if the debtor fails to discharge the debt. The guarantee declaration must be in writing, and if the creditor does not accept the guarantor, the creditor cannot demand anything from them. The decision of the Supreme Court of the Slovak Republic concerns Slovak law. How a Czech court would assess a single signature on behalf of the company depends on Czech law and the wording of the particular contract.
How we can help
We will examine a contract containing a guarantee clause as part of our contract review and assessment service. Before you sign, we will propose how to remove the guarantee, limit its amount or duration, or replace it with another form of security, and help you negotiate this with the other party. If you have already signed the contract, we will explain whether its wording creates a guarantee, exactly what it covers and which defences you can raise against the creditor.
This answer provides general information on the law as at 3 October 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.
