Shares, bonds and financing · Slovakia
Suretyship and bank guarantees
A claim need not be secured solely by the debtor's assets. Someone else can pay — a surety, an additional debtor acceding to the debt or a bank under a guarantee. We prepare surety declarations, accession-to-debt agreements and bank guarantee wording. If you are being asked to guarantee a company's or someone else's debt, we explain exactly what you are taking on before you sign. Personal security stands or falls on its wording. An uncertain declaration will not protect the creditor, and a poorly drafted guarantee cannot be called.
- Suretyship, accession to debt and bank guarantees
- For creditors and sureties
- Prices agreed upfront
What we'll do for you
Complete preparation of personal security for a claim under Slovak law, from selecting the right instrument and drafting precise wording to the enforcement procedure.
Select an item to see the details.
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Initial consultation
We assess the claim and the creditworthiness of the debtor and surety, and recommend suretyship, accession to debt, a bank guarantee or a combination with asset-based security.
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Tailored surety declaration
A written declaration precisely defining the secured obligation and the extent of the suretyship — the entire debt and ancillary claims, principal only or a capped amount — under the correct civil or commercial law regime.
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Accession-to-debt agreement
If suretyship is insufficient for the creditor, we prepare an agreement adding another debtor alongside the original one — both are then jointly and severally liable, without a prior demand to the original debtor.
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Bank guarantee and guarantee document
We prepare requirements for the guarantee wording or review the bank's draft — call conditions, required documents, amount, validity period and counter-guarantees — so that it can actually be paid if the obligation is not fulfilled.
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Enforcement following non-payment
We prepare the written demand to the debtor, claim against the surety or payment request to the bank using the correct procedure and meeting deadlines — and help a surety who has paid pursue recourse against the debtor.
Deliverablea signed surety declaration, accession-to-debt agreement or agreed bank guarantee wording, coordinated with the principal agreement and ready to enforce
How it works
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- Consultationday 0
We review the claim, principal agreement and parties' creditworthiness — and explain which personal security instrument suits your situation and what signing it means for each person.
- Preparing documents
We prepare the surety declaration, accession agreement or guarantee wording and coordinate it with the loan, credit or works agreement being secured.
- Signing and useto suit you
We coordinate signatures and explain the non-payment procedure — from a written demand to the debtor through to a claim against the surety or bank within the guarantee's validity period.
No-obligation enquiry
Ready to start?
Send us an enquiry. We usually 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
- 2Usually within 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 does the surety actually have to pay?
Suretyship is subsidiary — the debtor comes first. Under the Civil Code, the surety must discharge the debt if the debtor has failed to do so despite the creditor's written demand (§ 548). In commercial relationships, the debtor must be given a reasonable period after the written demand; no demand is required if the creditor cannot make it or it is beyond doubt the debtor will not pay, particularly following a bankruptcy declaration (§ 306 of the Commercial Code). The surety may also raise the debtor's defences against the creditor — another reason to prepare enforcement carefully.
How does civil-law suretyship differ from commercial-law suretyship?
Civil-law suretyship is governed by § 546 to 550 of the Civil Code, and commercial-law suretyship by § 303 to 312 of the Commercial Code — with practical differences. Commercial suretyship can secure future or conditional obligations, the paying surety directly acquires the creditor's rights, and the demand rules are more flexible. We assess the applicable regime at the outset — a mistake leads to a poorly drafted declaration.
Should I sign a surety commitment for company debt as a managing director or shareholder?
Banks and business partners commonly request this — but signing exposes all your personal assets, and the suretyship does not end when you leave office or sell your interest; it lasts as long as the secured debt. Before signing, the scope, including interest and ancillary claims, should therefore be reviewed and an amount or time limit negotiated. If you pay for the company, you have recourse — a right to reimbursement (§ 550 of the Civil Code, § 308 of the Commercial Code) — but it is only as good as the company's assets. We can review the declaration before you sign.
What is accession to debt, and when is it better than suretyship?
A person who agrees in writing with the creditor to fulfil the debtor's monetary obligation becomes a debtor alongside the original debtor — both are jointly and severally liable (§ 533 of the Civil Code). The creditor need not first demand payment from the original debtor and may claim the entire debt from either. This gives the creditor a stronger instrument than suretyship and creates an accordingly more serious obligation for the acceding person — but it applies only to monetary debts.
Why is a bank guarantee the strongest security, and what should I watch for?
A bank guarantee arises from the bank's written declaration in a guarantee document (§ 313 of the Commercial Code) and is autonomous — unless the document provides otherwise, the bank pays on the creditor's written request without examining the parties' dispute or the debtor's defences (§ 317). The wording therefore determines everything — call conditions and documents, amount and validity period. If the creditor does not assert its claims in writing during the guarantee's validity period, the guarantee expires (§ 321). In construction, it replaces retention; in commerce, it secures advance repayment or proper contract performance. The debtor then reimburses the bank for what it paid, often secured through a counter-guarantee.
Legal Q&A
Common questions on this topic
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The company whose loan I guaranteed has gone into bankruptcy. Do I have to pay its debt?
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.
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Can our s. r. o. buy back its own business interest and hold it for future employees?
No. A limited liability company cannot acquire its own business interests unless the law exceptionally provides otherwise (Section 120(1) of the Commercial Code), so an s. r. o. cannot create an equity pool for future employees. Its participation programme must use another structure: options over existing members' interests, phantom equity, or conversion to a simple joint-stock company.
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Can we offer employees shares below their issue price?
Yes. A general meeting resolution increasing share capital may approve employees acquiring a specified number of shares below their issue price, provided the company covers the difference from its own resources (Section 204(4) of the Commercial Code). Existing shareholders' pre-emption rights are not an obstacle: by law, issuing shares to employees constitutes an important company interest justifying their exclusion.
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Further reading
A bank guarantee instead of retention money: how to set it up in a works contract so it can be called
Retention money can tie up a contractor's funds for years, and a bank guarantee can replace it. Whether it genuinely protects the employer, however, depends on the text of the letter of guarantee and on what the works contract says about it. This article is for employers, developers and construction firms.
Read more →
Suretyship and bank guarantees for a loan: when security weakens while the debt runs
A surety declaration or a letter of guarantee is signed at the outset, but is put to the test only years later. In the meantime the credit changes, the claim is sold and the guarantee's validity runs out. This article is for creditors lending to companies and for sureties who want to know when their obligation still stands.
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Assignment of a receivable by way of security: when credit is secured by customer invoices
A company without real estate often holds its most valuable assets in receivables from customers. A creditor may take them as security by assignment or by a pledge. This article explains what assignment by way of security means, where it runs into difficulty and what the contract must add to the law.
Read more →