Generally yes. A suretyship ends only when the secured obligation ends, and where the company ceases to exist as a legal entity the Commercial Code expressly provides that the suretyship continues. With a commercial suretyship the creditor need not even call on the debtor once bankruptcy has been declared, because it is beyond doubt that the debt will not be paid. The surety nevertheless keeps all of the debtor’s defences and, having paid, may seek recourse against the debtor.
When your company took out a loan, you signed a surety declaration for the bank or a supplier as managing director or shareholder. The company has now gone into bankruptcy, or was struck off after the bankruptcy ended, and the creditor is writing to you. Sureties often assume that the end of the company also ends their obligation. The law, however, starts from the opposite principle, because a suretyship is meant to protect the creditor precisely against the debtor’s failure to pay.
Bankruptcy does not end a suretyship; it opens the route to the surety
Under the Commercial Code, the creditor may turn to the surety where the debtor has failed to perform a due obligation within a reasonable time after a written call. No call is needed, however, where it is beyond doubt that the debtor will not perform, and the Act expressly gives a declaration of bankruptcy as an example (Section 306(1)). The creditor may therefore lodge the claim in the bankruptcy and at the same time pursue it against you. Under a Civil Code suretyship, the surety must perform the debt where the debtor has failed to do so despite the creditor’s written call (Section 548(1)), and that Act sets out no exception for bankruptcy. Which regime applies to your declaration depends on the secured relationship.
Dissolution of the company does not release a commercial surety
A suretyship is accessory to the secured debt, and when the debt ends the suretyship generally ends too. For the dissolution of the debtor, however, the Commercial Code makes an express exception:
(1) A suretyship ends when the obligation which it secures ends.
(2) A suretyship does not end, however, where the obligation ended because of the debtor’s impossibility of performance and the obligation can be performed by the surety, or because of the dissolution of the legal entity which is the debtor.
— Section 311 of Act No. 513/1991 Coll. (unofficial English translation)
Under a Commercial Code suretyship, therefore, striking the company off the Commercial Register does not close the creditor’s route to the surety. Nor is the passage of time a reliable defence: the creditor’s right against the surety does not become time-barred before the right against the debtor does (Section 310), and lodging a claim in bankruptcy has the same effect on the limitation period as asserting the right in court (Section 28(6) of Act No. 7/2005 Coll.).
What you can raise in defence
A surety need not pay everything the creditor demands. The surety may raise all the defences available to the debtor and may set off both the debtor’s claims against the creditor and its own (Section 306(2)). Check in particular:
- whether the debt in the amount demanded actually arose and was not partly repaid, for which you are entitled to ask the creditor to state the amount of the secured claim (Section 305),
- whether the interest, fees and contractual penalties were validly agreed and whether your declaration covers them at all,
- whether the debt was assumed by someone else without your consent, since security provided by third parties then continues only where they consented to the assumption of the debt (Section 532 of the Civil Code),
- under a Civil Code suretyship, also whether the debtor acknowledged the debt, since an acknowledgment is effective against the surety only where the surety expressly consented to it (Section 548(3)).
After payment: recourse against a company in bankruptcy
A surety who performs the obligation acquires the creditor’s rights against the debtor and may demand the documents needed to assert them (Section 308 of the Commercial Code; under the Civil Code there is a right to reimbursement, Section 550). Where the debtor is in bankruptcy, a claim against it is asserted by lodging it (Section 28(1) of the Bankruptcy Act) and is satisfied only out of the distribution of proceeds (Section 44(4)), that is, generally only in part. Where the creditor has already lodged the claim in the bankruptcy and it passes to you during the bankruptcy, the change must be notified to the trustee using an authorised electronic form together with documents evidencing the ground for entering the proceedings (Section 25(1) of the Bankruptcy Act). A future or contingent claim may also be lodged (Section 28(5)). If you have not yet paid, assess immediately after the declaration of bankruptcy whether to lodge your future claim, given that the basic lodgement period is 45 days.
Where the debtor is an individual who has obtained a debt discharge, see the question on what happens to a claim after the debtor’s discharge. When a shareholder is liable by operation of law for the debts of an s.r.o. is covered in the question on a shareholder’s liability in an s.r.o..
We assess the creditor’s demand, your surety declaration and the credit agreement as part of our suretyship and bank guarantees service and, where needed, we also prepare the lodgement of a claim in bankruptcy. Before your first payment, have what the creditor is demanding recalculated.
This answer provides general information on the law as at 12 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.
