The New Slovak Civil Code changes the rules for companies and individuals from 1 July 2027
After more than six decades, the foundations of private law in Slovakia are changing. The new Civil Code unifies civil and commercial contract law and introduces new rules, in particular for legal entities, rights in rem and succession.
On 20 October 2026, the President of the Slovak Republic signed the new Civil Code. It is one of the most significant legislative changes since the establishment of the independent Slovak Republic. The Act will enter into effect on 1 July 2027, leaving approximately eight months to prepare.
The most extensive reform of private law in more than 60 years
The current Civil Code has been in force since 1964 and has been amended more than sixty times. It was designed for a socialist society and the typical life situations of that era. It often provides no answer to today’s complex social and economic relationships, or offers solutions that no longer reflect practice.
The new code is not just another amendment, but a comprehensive recodification of private law that will unify and modernise the legal framework.
For businesses, the key point is that commercial obligations are being moved from the Commercial Code to the Civil Code. This ends the long-standing duality of “civil” and “commercial” contract law.
What will change in practice
Below we outline the changes that, in our view, will have the greatest impact on companies and individuals:
Uniform rules on limitation
A uniform general three-year limitation period is introduced, and the civil-law and commercial-law limitation regimes are unified.
Preference for the validity of juridical acts
With regard to juridical acts, the law favours their validity over absolute invalidity. Relative invalidity is replaced by voidability, which provides better protection to third parties acting in good faith.
New rules for legal entities
A general framework for legal entities is introduced. A legal entity will no longer act through its statutory body, as has been the case so far, but will be represented by its statutory body. Under the current rules, an act of the statutory body was directly an act of the legal entity itself. Under the new rules, the statutory body will be the entity’s representative, and the rules on representation will also apply to its conduct. A basic standard of conduct for members of the bodies of all types of legal entities is also introduced.
Changes in the law of obligations
We consider the following to be the most significant changes in the law of obligations:
- A uniform system of consequences of non-performance of a contract. Under the current rules, the consequences of a breach of contract, for example in the case of defective performance or damages, differed depending on whether the contract was governed by the Civil Code or the Commercial Code.
- Liability for negotiating in bad faith when concluding a contract. A new rule provides that a party who enters into or continues negotiations contrary to the principle of fair dealing, or who terminates negotiations without just cause at a stage when the conclusion of the contract appeared highly probable, is liable to the other party as in the case of non-performance of a contract.
- Express regulation of the transfer of a contract. With the consent of the other party, a contracting party will be able to transfer its entire position under the contract to a third party. Until now, similar situations were addressed in practice by combining an assignment of receivables and an assumption of debt.
- The possibility to limit or exclude liability for non-performance in advance. Under the current rules, it was not possible to waive a claim for damages in advance. Under the new rules, this will be permitted, except in cases of intentional non-performance.
- Inflation clause in leases. The law now expressly provides that the parties may agree on an annual increase in rent by the year-on-year inflation rate measured by the consumer price index, and also sets out the procedure for notifying the tenant of the increase.
Stronger protection of good-faith acquirers
The code strengthens the good-faith acquisition of ownership of movable assets and bases the protection of good faith on the material publicity of the land register. Material publicity means that data published in the land register are deemed to be generally known and no one may rely on not being aware of them. In practice, this means that a person who relies in good faith on the status registered in the land register will be better protected, even if the registration does not correspond to the actual legal status.
Community property of spouses instead of joint ownership of spouses
The community property of spouses (In Slovak: spoločné imanie manželov) replaces the joint ownership of spouses (In Slovak: bezpodielové spoluvlastníctvo manželov).
New options in succession law
Significant changes also await succession law. New instruments are introduced: inheritance contract, legacy, testamentary direction and estate administrator. At the same time, the forced share is reduced to 3/4 of the statutory intestate share for a minor descendant and to 1/4 for an adult descendant.
Transitional period and what to consider now
Contracts concluded before the effective date of the Act, including the consequences of their breach, will continue to be governed by the existing legislation. However, the parties may agree in writing that their relationship will be governed by the new Act. Personal, family and property rights will be governed by the new Act from its effective date.
The purpose of the transitional provisions is to soften the transition to the new regime and make it smooth. Time limits and periods that started to run before the effective date will be assessed under the existing legislation until they expire. Existing legal entities do not have to amend their constitutional documents that complied with the existing rules. However, from the effective date, their internal affairs will be governed by the new Act. Particular attention should be paid to succession planning: an inheritance contract, legacy, testamentary direction or appointment of an estate administrator made before the effective date of the Act will be disregarded in succession proceedings.
The new code will be accompanied by an amendment to related legislation, which is currently going through the legislative process. The final shape of the legal environment as of 1 July 2027 is therefore still being finalised.
Do not underestimate the time needed to prepare
The new Civil Code is a change that will undoubtedly affect every individual and every company. We recommend identifying now the long-term and framework contracts, contract templates, general terms and conditions and internal processes that will need to be reviewed in light of the new Civil Code.
In our upcoming articles, we will look in more detail at selected areas, in particular changes in contract and commercial law, the position of members of the bodies of legal entities, limitation, and the acquisition of real estate in good faith.
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