The New Civil Code in Slovakia – What’s Changing?

One of the most significant changes is the elimination of the dual regulation of contractual types, specifically purchase agreements, contracts for work, and mandate agreements. Until now, the same type of contract was subject to different rules depending on whether it was concluded solely between entrepreneurs, in which case the Commercial Code applied, or whether private individuals were involved, in which case the Civil Code governed the relationship. The new Civil Code eliminates this dual-track system. For the most common types of contracts, a single set of unified rules will apply, regardless of who the parties are. The civil-law and commercial-law regimes will also be unified in relation to other legal concepts, such as limitation periods and damages.

The new Civil Code places greater emphasis on the parties’ will and does so on three levels. First, by limiting invalidity: the validity of a legal act will be preferred and presumed, with invalidity intended to remain an exceptional consequence reserved for only the most serious defects. Second, by reducing formalism: the new Civil Code expressly enshrines the principle that legal acts need not follow a prescribed form, meaning that failure to comply with a formal requirement will no longer automatically render a contract invalid. Third, through its non-mandatory nature: as a general rule, the parties will be free to depart from the statutory provisions, with mandatory rules intended to become the exception rather than the norm.

The new Civil Code significantly strengthens the protection of good-faith acquirers of properties. A purchaser who, in good faith, relies on the accuracy and completeness of an entry in the Land Register will be able to become an owner of the property despite the seller’s lack of legal title, even before the expiry of the ten-year acquisitive prescription period. The new Civil Code will also introduce a distinction between servitudes and real burdens in the context of easements and will allow parties to seek the judicial establishment of a servitude of public utility networks. In the area of lease law, the new Civil Code will comprehensively regulate all types of leases under a single framework, with the exception of leases of agricultural land.

The new Civil Code replaces the concept of the undivided joint ownership of spouses with a new legal concept: the community property of spouses. Another key development is that the community property will expressly include not only assets but also liabilities of spouses. This addresses one of the fundamental shortcomings of the current legal framework.

Inheritance agreements will allow individuals to arrange, for example, for a maintenance annuity or personal care for the decedent in exchange for an inheritance. A new legal concept, the legacy, will enable the decedent to leave a specific asset to a specific person without that person assuming responsibility for the debts of the entire inheritance. In addition, the mandate will allow the decedent to oblige the heir to perform or suffer a particular act. The statutory share for protected heirs will also be substantially reduced. A minor descendant will be entitled to three-quarters of their statutory share, while an adult descendant will be entitled to only one-quarter, significantly strengthening the decedent’s freedom.

The new Civil Code codifies the duties of loyalty and due care owed by the governing bodies of legal entities and introduces the so-called business judgment rule, providing greater protection for business decision-making: Under this rule, a managing director who makes decisions on an informed basis, in good faith, and in the best interests of the company will not be held personally liable merely because the decision ultimately leads to an unfavourable business outcome.

We went through a similar recodification process in the Czech Republic as early as in 2014. As a result, we are able to compare the Slovak and Czech frameworks, identify practical risks, and draw on our experience from implementing the changes for clients. We recommend starting preparations as early as possible, as reviewing contracts, internal processes, and documentation, identifying the necessary changes, and subsequently implementing them are all time-consuming exercises that require sufficient lead time in practice.