Contracts and commercial relationships · Slovakia
Preparing for the new Civil Code
Slovakia faces its biggest private-law change since 1964. The Government has approved the draft new Civil Code, which is intended to take effect on 1. 7. 2027 after parliamentary approval. We review your agreement templates, general terms and internal procedures and prepare a transition plan. Our preparation draws on Czech practice. Slovak recodification is substantially inspired by the Czech Civil Code, which we have worked with daily as Czech lawyers since 2014.
- Lawyer registered with both the Czech and Slovak Bar Associations
- Over a decade's experience with the Czech model
- Fees agreed in advance
What we'll do for you
We match scope to your documentation. A sole trader with one set of general terms does not need the same work as a business with a hundred framework agreements. We confirm precisely what is included alongside the final fee in advance.
Select an item to see the details.
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Initial consultation and documentation mapping
We review the agreements and processes your business actually relies on and identify the documents most affected by recodification.
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Audit of agreement templates and general terms
We assess each key document against the proposed rules — from limitation and consequences of breach to rules on standard-form contracts.
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Review of security and liability clauses
Security for receivables, contractual penalties, limits on damages and default interest — areas where the draft changes the rules and weak clauses surface only in a dispute.
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Transition plan
A specific list with dates: what is worth changing now, what to prepare in reserve and what to implement only on the effective date. Without panic or unnecessary extra work.
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Monitoring legislative developments
Parliament has yet to consider the draft, and its wording may change. We monitor developments for you and keep the transition plan updated.
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Training for your team
We explain the new rules in plain language to sales staff and others working with agreements — what changes for orders, complaints and debt recovery.
Deliverablea documentation audit with specific recommendations + a dated transition plan identifying immediate changes and those needed when the Code takes effect
How it works
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- Consultationday 0
We map your contract documents and identify those most affected by recodification. We confirm the fee and schedule in advance.
- Documentation audit
We assess templates, general terms and internal procedures against the proposed rules, marking what will remain sound and what needs changing.
- Transition plan and revisions
You receive a specific plan with deadlines, and we prepare new document versions — starting with those worth implementing immediately.
- Monitoring until the effective dateongoing
We monitor parliamentary consideration and any postponement, updating the plan with you so you are ready when the Code takes effect.
The biggest changes affecting businesses
The current Civil Code is Act No. 40/1964 Zb. The new Code is intended to replace it in the biggest private-law change since 1964. The Slovak Government approved the draft on 6. 5. 2026, parliamentary consideration is pending, and the expected effective date is 1. 7. 2027. From the recodification commission’s materials, we highlight the changes most relevant to businesses:
| Area | Proposed change |
|---|---|
| Ending dual obligations regimes | Commercial obligations move into a single code. Sale, work, mandate and custody agreements will be regulated once — substantively based largely on existing commercial rules. |
| Limitation | Unification of civil and commercial limitation regimes, with a uniform three-year general limitation period. No more determining whether a claim becomes time-barred after three or four years. |
| Contract invalidity | Validity of legal acts is preferred; relative invalidity is replaced by avoidability with a shorter period, and protection of third parties acting in good faith is strengthened. |
| Consequences of breach | A unified system of consequences of non-performance for all agreement types, currently found in incomplete rules for individual contract types. |
| Damages | Express rules on advance waiver of damages (except for intentional wrongdoers), disguised default interest, non-pecuniary claims arising from breach and a broader scope of damages. |
| Negotiations and general terms | Liability for bad-faith negotiations, written confirmation of oral agreements and scrutiny of standard-form contracts — directly affecting terms and ordering processes. |
| Receivables | Breach of a contractual prohibition on assignment will not affect third parties; express rules address transfer of contracts, cash security and unilateral debt forgiveness. |
| Statutory representatives and corporate bodies | Legal persons will act through representation; express rules address conflicts of interest of corporate office-holders and consequences of breach, defects in corporate decisions and concurrent roles — a managing director’s office may be agreed as an employment relationship. |
Changes also affect business leases: leases of non-residential premises are replaced by leases of premises intended for business, with a general inflation clause and cash security. Consumer protection, by contrast, remains unchanged at the EU-law standard.
Source: the Commission for Private Law Recodification brochure “The most significant proposed changes in the new Civil Code” (justice.gov.sk, PDF) and the Ministry of Justice page on private-law codification. Parliament has yet to consider the draft — final wording may differ from this overview.
Over a decade’s experience with the legislation used as a model
Slovak recodification does not start from scratch — it is substantially inspired by the Czech Civil Code (Act No. 89/2012 Sb.), effective since 1. 1. 2014. Unified obligations law instead of two codes, preference for contract validity, a uniform three-year limitation period, pre-contractual liability for bad-faith negotiations and scrutiny of terms — Czech practice has known all of these for over a decade, including case law showing how courts actually interpret them.
For you, this means that legal mechanisms new to Slovakia are part of our daily work. As Czech and Slovak lawyers, we have worked with the Czech Code since it took effect — in agreements, disputes and document reviews. We also remember the transition itself: which businesses handled it smoothly, which clauses proved weak after recodification and what the early litigation concerned. We therefore base your preparation on experience with the legislation that served as the Slovak draft’s model, rather than merely its explanatory memorandum.
No-obligation enquiry
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Send us an enquiry. We reply within 24 hours with a price confirmation and next steps. The first 30-minute consultation is free and commits you to nothing.
- 1Send your enquiry via this form
- 2Within 24 h you get a price confirmation and plan
- 3We start work only after your approval
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What clients ask
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When will the new Civil Code take effect?
The Slovak Government approved the draft on 6. 5. 2026; parliamentary consideration comes next. The expected effective date is 1. 7. 2027, but it may be postponed and wording may change during the legislative process. Monitoring developments is therefore part of the service: we work with the current position rather than assumptions.
Is it better to wait for parliamentary approval?
For final versions of revised documents, yes; for preparation, no. An audit reveals existing vulnerabilities, and many recommendations make sense regardless of recodification. We remember businesses that left transition until the last moment during Czech recodification in 2014 — lawyers and internal teams were busiest and most expensive immediately before the effective date.
What will change most for businesses?
According to the recodification commission's materials, particularly: ending the dual commercial and civil obligations regimes through one code, a uniform three-year general limitation period, a new approach to contract invalidity, a unified system of consequences of breach, changes to damages and assignment of receivables, and new negotiation rules including scrutiny of standard-form contracts. An overview appears below.
Will the new Code affect agreements we have already signed?
The final transitional provisions will determine this. Existing relationships generally continue under previous law and new rules apply to agreements concluded after the effective date, although some relationship types are more complex. The audit identifies long-term agreements requiring transition monitoring, and we base recommendations on the approved wording.
How does Czech experience help in practice?
Slovak recodification is substantially inspired by the Czech Civil Code, effective since 1. 1. 2014. Legal mechanisms that will be new in Slovakia have operated in Czechia for over a decade — including case law showing how courts interpret them and where businesses make mistakes. As lawyers registered with both Bar Associations, we work with them daily, so our advice draws on practice rather than the explanatory memorandum.
How much does preparation cost?
The fee depends on documentation scope — from a one-off audit of a few documents to ongoing cooperation with monitoring and training. We confirm the final fee in advance after mapping your documents, and the agreed fee stands.
Legal Q&A
Common questions on this topic
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Must an agreement be in writing to be valid?
Most agreements are valid orally: Slovak law generally allows freedom of form. However, writing may be required by law, for example for property transfers, or by the parties themselves. If the prescribed written form is missing, the agreement is invalid. Amendments require a distinction between civil and commercial law: in a commercial relationship, merely signing the agreement in writing does not mean that every amendment must also be in writing. In practice, writing is recommended even where the law does not require it, for evidence and certainty.
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How does a contractual penalty work, and is it enforceable?
A contractual penalty is a monetary sanction for breach of a contractual obligation. It is valid only if agreed in writing with a specified amount or at least a calculation method. The creditor is entitled to it even without loss, but generally cannot claim damages alongside it unless otherwise agreed. A court may reduce an excessively high penalty on application.
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How can I validly withdraw from an agreement?
You may withdraw only if the law or the agreement permits it, rather than simply because you wish to. Under civil law, the agreement is generally cancelled from the outset; under commercial law, it terminates when the withdrawal notice is delivered, with the effects prescribed by Section 351 of the Commercial Code. In commercial relationships, the right depends on whether the breach is material, allowing immediate withdrawal, or non-material, requiring an additional period for performance to expire unused. Withdrawal must be notified without undue delay.
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Further reading
The end of two codes: obligations under a single code
The same contract is currently governed by different rules depending on whether it falls under the Civil or Commercial Code. The new Civil Code is intended to end this dual system by bringing commercial obligations into a single code.
Read more →
Damages under the new rules: what can and cannot be agreed
The new Civil Code addresses long-disputed questions about damages: advance waivers, disguised late-payment interest and non-pecuniary claims for breach of contract. Liability limitation clauses will have clear rules.
Read more →
Breach of contract under the new rules: one system of remedies
The new Civil Code is intended to unify remedies for breach across all contract types. Today, they must be found in incomplete rules for individual contracts, often in two different codes. What this changes for clauses in your templates.
Read more →