Slovakia’s new Civil Code: What international businesses need to know
On 1 October 2026 the Slovak Parliament approved a new Civil Code, replacing a code dating back to 1964. The reform is planned to take effect on 1 July 2027 and will change the rules governing virtually every contract made under Slovak law. Companies that buy from, sell to, lease from or invest in Slovakia should start preparing now.
At a glance
Status: approved by Parliament in third reading on 1 October 2026. The President may return the act to Parliament with comments within 15 days of delivery; the act becomes valid upon publication in the Collection of Laws. Planned effective date: 1 July 2027.
Scope: a single, comprehensive code of private law covering general principles, natural and legal persons, matrimonial property, obligations and contracts, property rights and succession. Company law as such remains in the Commercial Code.
Please note: this overview is based on the government bill and publicly available summaries. Parliament also adopted amendments during the legislative process, so details must be checked against the final text once published.
One set of contract rules instead of two
Until now, Slovak law has had two parallel regimes for contracts: the Civil Code and the Commercial Code each regulated the sale of goods, contracts for work, agency-type contracts and others, and it was not always clear which regime applied.
The new Code removes this duality. Contract types will be governed by a single set of rules regardless of whether the parties are businesses or consumers. For the sale of goods, the existing Commercial Code model was used as the starting point, so the substance will be familiar – but contract templates referring to Commercial Code provisions will need to be reviewed. New contract types are also introduced, for example franchising.
Standard terms: incorporation matters
The new Code expressly regulates standardised contract terms and introduces a rule on surprising clauses: a term that the other party could not reasonably expect, given its placement, content or wording, should not become part of the contract unless it was expressly accepted or specifically pointed out.
Individually negotiated terms take precedence over standard terms. According to the bill, this protection also applies between businesses, where it must be invoked within one year of contract conclusion. Foreign suppliers using group-wide general terms and conditions in Slovakia should therefore check not only the content of their terms, but also how they are presented and incorporated.
Negotiations carry legal risk
Pre-contractual liability is codified. Parties remain free to negotiate and walk away, but liability may arise from negotiating in bad faith, withholding important information, misusing confidential information, or breaking off negotiations without good reason when conclusion of the contract appeared highly likely.
This is particularly relevant in M&A, investment projects and long-term supply negotiations. Letters of intent, term sheets and NDAs should address these risks expressly.
Limitation periods: shorter, but negotiable
The general four-year limitation period for commercial claims will be replaced by a uniform three-year period. At the same time, parties will be able to agree in writing on a limitation period between one and ten years, subject to restrictions for consumers and for intentionally caused damage.
Creditors should adjust their claims management, and limitation becomes a point to negotiate.
Breach, liability and hardship
Defective performance, delay and failure to perform are brought together under one concept of non-performance with a single system of remedies. Contractual liability for damage will be strict (no fault required), while non-contractual liability will be fault-based.
For contracts with deferred, repeated or continuing performance, the bill introduces a hardship rule: if an unforeseeable change of circumstances grossly upsets the balance of the contract, the affected party may request renegotiation and, failing agreement, ask a court to amend or terminate the contract, subject to a one-year deadline and exclusions. Hardship is distinct from force majeure. Price adjustment and risk allocation clauses in long-term agreements should be drafted with this rule in mind.
E-mail counts
Legal acts will generally be form-free unless the law or the parties require a specific form. Under the bill, e-mail satisfies the written form requirement if it records the content and identifies the person acting, and there is a rebuttable presumption that a message sent from an address comes from the person who communicated or used that address. Failure to observe an agreed form need not cause invalidity where one party performed and the other accepted.
In practice, this means that contract changes agreed informally by sales or procurement staff may more readily become binding – internal sign-off rules matter.
Directors and commercial leases
The Code introduces general rules for all legal persons, including duties of loyalty and due care for their bodies, and a business judgment rule protecting directors who act on an informed basis and in good faith. Leases, including leases of non-residential premises currently governed by a separate act, are to be brought under one roof in the Civil Code.
What happens to existing contracts?
According to the transitional provisions of the bill, contracts concluded before 1 July 2027 will in principle remain governed by the previous rules. However, acts performing, amending or terminating them after that date – such as amendments, notices or set-offs – are to be governed by the new Code. Parties may also agree in writing to move an existing contract into the new regime. For long-term framework agreements, it will be worth deciding deliberately which route to take.
Recommended next steps
Map the contracts, templates and general terms you use with Slovak counterparties or under Slovak law, and identify long-term relationships. Prioritise framework and supply agreements, general terms and high-value contracts. Review templates once the final text is published. And adjust internal processes: who may agree changes, through which channels, and how standard terms are presented to customers.
Slovakia’s neighbour, the Czech Republic, went through a comparable recodification that took effect in 2014. Its lesson is simple: the companies that started early had the smoothest transition.
A message to our MSI Global colleagues
If your clients have branches, subsidiaries, production sites or distribution operations in Slovakia, or regularly contract with Slovak partners under Slovak law, they need to start preparing now. Their supply and distribution agreements, general terms and conditions, commercial leases and internal contracting processes will all be affected – and the time until 1 July 2027 is short for a review of this scale.
We are here for you and for your clients. G. Lehnert can help map the affected contracts, prioritise the review, update templates and general terms to the new Code, and prepare local teams for the change. We are happy to coordinate with you as the client’s lead counsel, so that the client receives one consistent approach across jurisdictions.
Status as of 1 October 2026. Based on the government bill and publicly available information; the final text may differ. This overview is for information only and does not constitute legal advice.