If, as a managing director or a shareholder with an interest of at least 5 %, you lent money to the company when it was already in crisis and that crisis could have been identified, the company may not repay the loan, subject to statutory exceptions, while the crisis continues or if repayment would cause it to enter a crisis. Your claim does not cease to exist; repayment is deferred. In bankruptcy, your claim is satisfied only after other unsecured creditors’ claims, and any security for it is disregarded, regardless of when you lent the money. Subject to the statutory conditions, the insolvency trustee may challenge a loan repayment made by the company in the years preceding bankruptcy.
A company lacks the funds to pay suppliers or wages. A shareholder or managing director lends it their own money on the understanding that the company will repay them when its situation improves. A financially sound company repays the loan in accordance with the agreement. However, if a shareholder with an interest of at least 5 % or a member of management lends money to a company in crisis, the Commercial Code (Act No. 513/1991 Zb.), subject to the conditions set out below, treats the loan as financing replacing equity and prohibits its repayment during the crisis. In bankruptcy, a claim held by a managing director or a shareholder with an interest of at least 5 % is satisfied only after other unsecured creditors’ claims.
When a company is in crisis
A company is in crisis if it is insolvent or at risk of insolvency, and also if its equity-to-liabilities ratio is less than 8 to 100 (Section 67a). These rules apply to a limited liability company (s. r. o.), a joint-stock company, a simple joint-stock company and a limited partnership with no natural person as a general partner (Section 67i(1)).
A loan made during a crisis must not be repaid
The prohibition covers credit or similar financing provided to a company in crisis, as well as an earlier loan whose maturity was deferred or extended during the crisis (Section 67c(1)). The provider must be one of the persons listed in the Act, such as a managing director, a holder of procuration, a supervisory board member, a silent partner, a person holding a direct or indirect interest of at least 5 % in the registered capital or voting rights, or a person close to any of them or acting on their behalf (Section 67c(2)). The Act also requires that, at the time the financing was provided, the crisis was apparent from the latest financial statements, or would have been apparent had those statements been prepared on time, or that the provider knew or could have known about the crisis (Section 67d). Exceptions include money lent for no more than 60 days, provided that such lending is not repeated (Section 67e, letter (b)).
The following quotation is reproduced in its original language:
Plnenie nahradzujúce vlastné zdroje spolu s príslušenstvom a zmluvnou pokutou nemožno vrátiť, ak je spoločnosť v kríze, alebo ak by sa v dôsledku toho do krízy dostala. Lehoty na vrátenie plnenia nahradzujúceho vlastné zdroje počas tohto obdobia neplynú.
The right to repayment therefore does not cease to exist. Repayment is deferred until the crisis ends. If the company repays the loan despite the prohibition, the value of that repayment must be returned to the company, and the managing directors who held office at the time of payment are liable as guarantors for its return (Section 67f(2) and (3)). In an s. r. o., a shareholder and the other persons listed above may lend money to the company only by a non-cash payment method (Section 121(2)).
What happens to the loan in bankruptcy
In bankruptcy, the repayment claim must be lodged in the same way as any other claim (Section 67f(1) and Section 28(1) of Act No. 7/2005 Z. z.). Its ranking is determined by the Bankruptcy and Restructuring Act:
The following quotation is reproduced in its original language:
Tak isto ako podriadená pohľadávka sa uspokojí tiež zmluvná pokuta a pohľadávka, ktorá patrí alebo patrila veriteľovi, ktorý je alebo kedykoľvek od vzniku pohľadávky bol spriaznený s úpadcom […]
Subordination applies regardless of whether the company was in crisis when the loan was made. Related persons include, among others, a managing director, a holder of procuration, a supervisory board member and a person holding a direct or indirect interest of at least 5 % (Section 9(1) and (3)). Subordinated claims are satisfied only from what remains in the general bankruptcy estate after all other unsecured claims have been satisfied in full (Section 95(2)). Security for a related-party claim, such as a security interest over the company’s assets, is disregarded in bankruptcy (Section 95(3)).
If the company repaid the loan before bankruptcy
The insolvency trustee may also challenge a loan repayment already made by the company. The trustee may challenge a legal act by which the debtor unjustifiably preferred one creditor over others, even if the claim has already been satisfied (Section 59(1) and Section 57(3) of the Bankruptcy and Restructuring Act). Where the person concerned is related to the debtor, insolvency at the time of the act is presumed, and acts performed during the 3 years before the commencement of bankruptcy proceedings may also be challenged (Section 59(3) and (4)). Whether repayment of a particular loan will withstand a challenge depends on the circumstances. The article payments before bankruptcy and avoidance discusses this. In addition, a company that knows, or through the exercise of professional care could know, that it is insolvent must not pay a due claim in an amount greater than the creditor would receive in bankruptcy (Section 3(4)). Exceptions concern insolvency arising during public preventive restructuring and payments to unrelated persons that are essential to the operation of the business.
The rules on companies in crisis, including a shareholder’s guarantee for a company loan, are discussed in more detail in the article a shareholder’s loan to a company in crisis (forthcoming) (in Slovak). We explain when a shareholder is liable by law for the debts of an s. r. o. in the question shareholder liability for the debts of an s. r. o..
Through our credit and loan agreements service, we will prepare a shareholder loan agreement with repayments linked to the company’s financial position and, where appropriate, a subordination undertaking. Before signing, we will review the latest financial statements with you. If the company has a long-term capital shortfall, we will also assess an increase in registered capital.
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.
