Contracts and commercial relationships · Slovakia
Preparing for the new Civil Code
Slovakia faces its biggest private-law change since 1964. The Government's draft new Civil Code is at second reading in Parliament, with a proposed effective date of 1. 7. 2027. We review your agreement templates, general terms and internal procedures and prepare a transition plan. Our preparation draws on Czech practice: the explanatory memorandum refers to the Czech Civil Code more often than to any other foreign code, and we have worked with it as a Czech lawyer since 2014.
- Lawyer registered with both the Czech and Slovak Bar Associations
- Over a decade's experience with the Czech Civil Code
- 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 Government’s draft is before Parliament as parliamentary print 1312; on 15. 9. 2026, the Constitutional and Legal Affairs Committee recommended approving it with amendments, and the proposed effective date is 1. 7. 2027. From the Government’s draft, we highlight the changes most relevant to businesses:
| Area | Proposed change |
|---|---|
| Obligations in a single code | Commercial obligations move into the Civil Code, while commercial companies are to remain in the Commercial Code. Sale, work, mandate and custody agreements will be regulated once. The obligations part itself will be removed from the Commercial Code by a separate implementing amendment, which the Ministry has said will follow the Code’s approval. |
| Limitation | The general limitation period would be three years, and the parties could agree in writing on one to ten years. For commercial relationships, it will apply once the implementing amendment repeals the obligations part of the Commercial Code. Claims under agreements concluded before the effective date will become time-barred under the previous rules. |
| 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. Liability for non-performance would arise regardless of fault, with exoneration only for an impediment beyond the debtor’s control. |
| Liability and damages | Liability for non-performance could be limited or excluded in advance, but not for intent. For damage caused outside a contract, the injured party would have to prove fault. Disguised default interest and non-pecuniary loss from breach of contract are expressly regulated. In commercial relationships, this will apply once the obligations part of the Commercial Code is removed. |
| 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 would 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 the business judgment rule. An agreement on the performance of office could provide for the appropriate application of employment-law rules, but the relationship would not be an employment relationship. |
Changes also affect business leases: the Act on the lease of non-residential premises is repealed and replaced by leases of premises for business, with rules on inflation clauses and cash security. The explanatory memorandum states that consumer protection does not change. However, the draft text does not carry over some of today’s rules, so expect changes in consumer contracts.
Source: the Government’s draft Civil Code (parliamentary print 1312), including the explanatory memorandum, and the legislative history with the Constitutional and Legal Affairs Committee’s joint report, as at 19. 9. 2026. The 2025 brochure of the Commission for Private Law Recodification also offers an introduction to the topic, although it is based on an earlier version of the draft. Parliament’s plenary has yet to consider the draft — final wording may differ from this overview.
Over a decade’s experience with the Czech Civil Code
Slovak recodification does not start from scratch. The explanatory memorandum to the draft refers to the Czech Civil Code (Act No. 89/2012 Sb., effective since 1. 1. 2014) more often than to any other foreign code. Obligations law in a single code, preference for contract validity, a 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. The Slovak draft deliberately departs from the Czech code in some respects: for example, buildings remain legally separate from the land and commercial companies will stay in the Commercial Code.
For you, this means that we know the legal mechanisms new to Slovakia from our practice. 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 not only on the explanatory memorandum but also on experience with the Czech rules, to which the Slovak draft refers in many respects.
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What clients ask
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When will the new Civil Code take effect?
The Government's draft is before Parliament as parliamentary print 1312. On 15. 9. 2026, the Constitutional and Legal Affairs Committee recommended approving it with amendments, which the plenary has yet to decide on. The proposed effective date is 1. 7. 2027, but it may be postponed and the wording may change. 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 Government's draft, particularly: obligations law in a single code (commercial companies will remain in the Commercial Code, whose obligations part is to be removed by a separate implementing amendment), a three-year general limitation period with the option to agree on one to ten years, avoidability with a short time limit instead of relative invalidity, a unified system of consequences of non-performance, the option to limit liability in advance except for intent, and rules on business terms and contract negotiations. An overview appears below.
Will the new Code affect agreements we have already signed?
Under the transitional provisions of the Government's draft, agreements concluded before the effective date are governed by the previous law, even if breached after that date. The parties may agree in writing that their relationship will be governed by the new law. The position differs for ownership and other rights in rem, marital community property and existing bank accounts, to which the new law would apply immediately. The audit identifies long-term agreements requiring transition monitoring, and we base recommendations on the approved wording.
How does Czech experience help in practice?
The explanatory memorandum to the draft refers to the Czech Civil Code, effective since 1. 1. 2014, more often than to any other foreign code. Several 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. The Slovak draft deliberately departs from the Czech code in some respects: for example, buildings remain legally separate from the land and commercial companies will stay in the Commercial Code. Our lawyer is registered with both Bar Associations and we have worked with the Czech rules for more than ten years, so we know where Czech experience helps and where it does not.
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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Will contracts concluded before the new Civil Code takes effect be governed by the new statute?
Under the government bill, generally not. Relationships arising from contracts concluded before the effective date, including the consequences of their breach, are to continue to be governed by the existing legislation; the parties will, however, be able to agree in writing that their relationship moves under the new statute. This is a bill that the National Council has not yet passed, and today both the Civil Code and the Commercial Code apply in their existing wording.
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What will change for leases of business premises under the new Civil Code bill?
The government bill repeals Act No. 116/1990 Zb. on the lease and sublease of non-residential premises and replaces it with a lease of business premises set out directly in the Civil Code. It expressly regulates indexation of rent, the monetary deposit and the landlord's lien, and allows compensation for the customer base to be agreed on termination. Until the National Council passes the bill, Act No. 116/1990 Zb. applies, and leases concluded before the effective date would, under the bill, remain governed by the existing legislation.
Read the answer -
What will change for commercial agency agreements under the new Civil Code bill?
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.
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Further reading
The franchise agreement in the draft new Civil Code
A franchise agreement currently has no regime of its own in Slovakia and is concluded as an unnamed contract. The government's draft new Civil Code regulates it for the first time as a distinct contract type. What would change for franchisors and franchisees, and what applies while the draft has not been passed.
Read more →
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 draft new Civil Code (parliamentary print 1312) 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 draft new Civil Code (parliamentary print 1312) addresses long-disputed questions about damages: advance waivers, disguised late-payment interest and non-pecuniary claims for breach of contract. Liability limitation clauses would have clearer rules.
Read more →