Under the government bill, commercial agency would be governed by the new Civil Code and would continue to follow the European directive on commercial agents. The rules on commission, notice periods and non-compete clauses remain similar at their core, but the indemnity would be renamed special remuneration with a new ceiling where the cooperation lasted less than a year, and the bill expressly lists the terms that would be invalid or that would be disregarded where they operate to the agent's detriment. The bill has not yet been passed, today's agreements are governed by Section 652 et seq. of the Commercial Code, and the obligations part of that Code is to be removed only by a separate implementing amendment.
Anyone building a sales network through commercial agents has agreements based on Section 652 et seq. of the Commercial Code (Act No. 513/1991 Zb.). The government bill for a new Civil Code, before the National Council as parliamentary print 1312, places the commercial agency contract in the new code. The bill itself does not repeal the Commercial Code rules — its repealing provision does not touch the Commercial Code at all, and the obligations part of that Code is to be removed only by a separate implementing amendment. On 15 September 2026 the Constitutional Law Committee recommended that the bill be passed as amended; the final wording will be decided by the plenary and the bill envisages an effective date of 1 July 2027. The comparison below is based on the wording submitted to the National Council, and the amendments proposed by the committee are noted separately. Once passed, the sections of the bill will be renumbered, which is why we cite the numbering of print 1312.
What stays
The rules continue to transpose Council Directive 86/653/EEC on self-employed commercial agents, which the bill lists among the acts transposed in its annex. The core would therefore not change: commission on transactions concluded as a result of the agent’s activity, the latest point at which the right to commission arises and its quarterly due date, the commission statement, notice periods increasing with the length of the cooperation from one to three months, and a non-compete clause of no more than two years after termination. The contract would still have to be in writing.
What changes
Definition. Under the bill, a commercial agent undertakes to carry on activity aimed at concluding transactions “on a long-term basis”, and the principal undertakes to pay the agent remuneration (Section 1072 of the bill). Today’s Section 652(1) speaks of commission and does not contain the words “on a long-term basis”. The bill also distinguishes remuneration as a whole from commission as the part of it that depends on the number or value of the transactions concluded. The Constitutional Law Committee proposes to refine that distinction: commission is to mean remuneration tied to the number or value of transactions, and in the rules on the creation, due date, statement and lapse of the entitlement the word “commission” is to be replaced by “remuneration” (points 194 to 197 of the joint report).
The indemnity would become special remuneration. The agent’s entitlement on termination, governed today by Section 669 as an indemnity, is called special remuneration in the bill. The conditions for its creation and the ceiling of the average annual commission over the last five years remain essentially the same. As to the grounds on which it does not arise, instead of the principal’s withdrawal from the contract the bill speaks of the principal having ended the agency for a breach giving rise to a right of withdrawal (Section 1094 of the bill). A rule for short cooperation is added as well:
[…] where the commercial agency lasted less than one year, it may not exceed the aggregate of the commercial agent’s commissions for the entire duration of the agency.
— Section 1092(2) of the government bill for a Civil Code, parliamentary print 1312 (unofficial English translation)
The agent must claim the special remuneration from the principal within one year of the termination of the agency, failing which the right lapses (Section 1093 of the bill). Today’s Section 669(5) links the lapse to the agent’s failure, within the same period, to give notice that they are asserting their rights.
Non-compete clause. Today, in case of doubt a court may restrict or declare invalid a clause restricting the agent more than the necessary degree of protection of the principal requires (Section 672a(2)). The bill leaves the court only the power to restrict it (Section 1095(2) of the bill). How this will play out in the courts cannot yet be said.
An express list of prohibited terms. Today, which provisions on commercial agency cannot be departed from follows from the common list in Section 263(1) of the Commercial Code. The bill says so directly in the commercial agency rules and distinguishes two groups (Section 1096 of the bill). Terms departing from, or excluding, the agent’s basic duties and the principal’s duties are invalid. Terms departing, to the agent’s detriment, from the rules on the latest point at which the right to commission arises and on its due date, on the commission statement, on the lapse of the right to commission, on the statutory notice periods and on the special remuneration, are disregarded. A term by which the agent waived the special remuneration in advance would therefore have no effect under the bill either.
What this means for today’s agreements
Under the bill’s transitional provisions, agreements concluded before the effective date would continue to be governed by the Commercial Code unless the parties agree otherwise in writing (Sections 1889(3) and (4) of the bill). More on this in our answer on contracts concluded before the new code takes effect. For the duration and grounds of termination of a franchise contract the bill refers to the application, mutatis mutandis, of the provisions on commercial agency; the details are discussed in our article on the franchise contract in the new Civil Code bill.
Agreements with agents signed today must be drafted under the Commercial Code in force. It is nevertheless worth keeping out of them terms that already conflict with mandatory provisions and would not stand under the bill either, typically an advance waiver of the indemnity. We prepare or review the agreement through commercial agency agreements. If you want to go through the entire contractual documentation of a sales network, use our preparation for the new Civil Code.
This answer provides general information on the law as at 19 September 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.
