A sale of business is the transfer of a whole enterprise, with its assets, rights, obligations and staff, in one contract under section 476 of the Slovak Commercial Code. For industrial property it settles two questions: whether a warehouse lease travels with the business without the landlord being asked, and when the buyer actually owns the land and the hall, which is not at signing but at entry in the cadastre.
What the Commercial Code calls a sale of business
Section 476(1) of the Commercial Code, Act 513/1991 in the text in force since 17 August 2026, describes the contract in one sentence. The seller undertakes to transfer ownership of the things, other rights and other assets that serve the operation of the business. The buyer undertakes to take over the seller’s obligations connected with the business and to pay the price. Section 476(2) requires written form and certified signatures of both parties.
What is sold is defined in section 5. An enterprise is a set of tangible, personal and intangible components, and it includes the things, rights and other assets that belong to the entrepreneur and serve its operation, or by their nature are meant to. The contract is therefore not a list of assets with a price against each. It is one transaction over a whole. Section 482 presumes that the price is set from the accounting records on the day of signature, adjusted for any change in equity if the contract takes effect later. Section 487 applies the same rules to part of a business, provided that part forms an independent organisational unit. That is the route for selling one plant or one logistics operation on its own.
What passes to the buyer, and what waits for the cadastre
Section 477(1) moves all rights and obligations covered by the sale to the buyer. Receivables follow the rules on assignment under section 477(2). Section 479 adds industrial and other intellectual property connected with the business, section 480 the employment relationships, and section 481 the right to use the trade name unless the contract says otherwise. The seller hands the things over on the effective date against a protocol signed by both sides, and the risk of damage passes with the handover under section 483(1) and (2).
Ownership is where industrial property behaves differently. Section 483(3) lets ownership of the things pass when the contract takes effect, but ownership of real estate passes only on entry in the cadastre. Between the two dates the buyer runs the plant without owning the hall it stands in. Section 486(4) gives the buyer a way out if title to a property that forms part of the business does not pass and the seller fails to cure that within a reasonable extra period: the buyer may withdraw. The protocol also matters for the price. Under section 486(1), missing things or detectable defects that it does not record cannot ground a price reduction in court, unless the seller knew of them at handover.
Creditors: no consent, but a guarantee and a window
The feature that makes the form useful sits in section 477(3). Outside a sale of business, a new debtor takes over a debt only with the creditor’s consent, under section 531(1) of the Civil Code. Section 477(3) removes exactly that requirement for the obligations transferred with the business. The price is a guarantee: the seller stands behind the buyer’s performance of every obligation that passed, and section 477(4) makes the buyer notify the creditors without undue delay.
Creditors who fear for their claims have a court route. Under section 478(1) a creditor whose claim becomes clearly harder to enforce can file an objection within 60 days of learning of the sale, and at the latest within six months of its entry in the commercial register, asking the court to declare the transfer of the obligation ineffective against it. If the creditor succeeds, the seller must pay when the debt falls due and may claim it back from the buyer. Section 488(1) obliges a registered seller to apply for that entry, and section 488(2) stops a company that sold its whole business from leaving the register until a year after the sale. For a landlord, that year and the guarantee are the security that remains when a tenant’s business changes hands.
What happens to a warehouse lease when the tenant’s business is sold
For a lease of warehouse or production space the rules above apply as written. If the sale covers the lease, section 477(1) moves the tenant’s rights and obligations under it to the buyer, and section 477(3) dispenses with the consent that the Civil Code would otherwise ask of the landlord as creditor of the rent. What the landlord keeps is the seller as guarantor and the objection in section 478.
The act on non-residential premises, Act 116/1990, adds no ground of its own. Its section 9(2) lists when a landlord may end a fixed-term lease early: use contrary to the contract, rent more than a month late, subletting without consent and a handful of others. A sale of the tenant’s business is not on the list. A landlord who wants a say therefore has to write it into the lease, for example as a clause that treats a business transfer or a change of control as an event needing consent.
Farmland shows that the legislator knows the alternative. Act 504/2003 gives the owner of leased agricultural land exactly the right a warehouse landlord lacks: when the farm tenant’s business or a majority stake in it is sold, the landowner has six months to end the lease, which then ends after the harvest. Our post on buying farmland for an industrial site follows what else comes with the land.
When the landlord’s business is sold instead
The transaction can also run the other way. When a landlord sells its business, or a part of it that forms an independent unit, the industrial property goes with it, but the title moves only on entry in the cadastre under section 483(3). The tenants notice little. Section 680(2) of the Civil Code puts the acquirer into the landlord’s position, and section 680(3) lets only the tenant, not the new owner, terminate because ownership changed.
Tax is the other reason the form is chosen. Section 10(1) of the VAT Act, Act 222/2004 in the text in force in 2026, treats a sale of a business or of an independent part of it as no supply at all, provided the buyer is or becomes a VAT payer, and makes the buyer the seller’s legal successor for the transferred assets. Section 10(2) withdraws that treatment where the buyer makes exclusively or mainly exempt supplies, unless the seller itself does. Because the letting of real estate is exempt unless the landlord opts to tax it, a buyer that lets without that option should check section 10(2) before relying on section 10(1).
Frequently Asked Questions
Is a share deal a sale of business?
No. In a share deal the shareholders change and the company stays: it still owns the hall, still holds the lease, and nothing passes under section 477, so sections 477 and 478 never come into play. Act 504/2003 is the statute that treats both alike in one respect: for a farmland lease, a sale of a majority stake opens the same six-month window as a sale of the business.
Does a tenant need the landlord’s consent to sell its business?
Not under the Commercial Code. Section 477(3) dispenses with the creditor’s consent for the transfer of obligations, and Act 116/1990 gives the landlord no ground to end a fixed-term lease for that reason. A consent requirement exists only if the lease itself creates one.
When does the buyer become the owner of the warehouse?
On entry in the cadastre, not at signing and not at handover. Section 483(3) separates movable things, which pass when the contract takes effect, from real estate, which passes on the cadastral entry.
How long can a creditor challenge the sale?
Sixty days from learning of the sale, and at the latest six months from its entry in the commercial register, under section 478(1). Where the seller is not entered in the register, the six months run from the date of the contract.
Selling or buying a business that occupies one of our halls? Tell us about the transaction and we will walk through what happens to the lease.