Commercial Code

What it means

The Commercial Code is Act No. 513/1991 Zb. It governs the standing of entrepreneurs, business names, companies and the cooperative, the commercial register and obligations between businesses. An s. r. o. is formed, run and wound up under it.

Against the Civil Code it is the special statute: whatever it leaves open is filled in by civil law. Unlike Czechia, which repealed its version in 2014, Slovakia still has it, so Czech templates do not fit Slovak contracts.

The Commercial Code does not govern a contract just because a company signed it. What matters is whether the relationship is between businesses acting in their business activity; if not, the parties may agree in writing to apply it, and otherwise civil law governs the relationship.

How it works in practice

Nearly every founding document follows it: the memorandum of association, the deposit administrator declaration, the appointment of a managing director and the minutes of the general meeting. The registry court reads them against its wording.

It also sets the commercial deadlines: limitation of claims between businesses runs for four years against three in civil matters, and default interest is calculated differently. Before chasing an invoice, establish which regime applies.

It also sets what must appear on a company’s business documents and website: the business name, registered office, company ID number and the commercial register entry with section and file number. When a company is formed we set these details up with the client in invoices, e-mail signatures and the website footer.

What to watch out for

Money taken out by a shareholder without adequate consideration counts as a return of the contribution: the shareholder has to repay it even years later, and the directors who allowed the payment guarantee that repayment with their own assets.

The rules on a company in crisis forbid repaying members’ loans and other funding that stands in for equity while the crisis lasts. A director who repays a member’s loan on the view that it is the member’s money anyway answers for that repayment, and in bankruptcy the trustee pursues it.