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units (either solely or as a co-ownership) and then all owners
of the units in such building share a co-ownership right to the
joint parts of the building (e.g. a roof of the building, stairs
and halls), joint equipment of the building (e.g. chimney of
the building), accessories of the building (e.g. garden) and
to the land plot (on which is the building situated and to the
adjacent land plot). This kind of co-ownership cannot be
terminated.
Separate ownership of buildings and land plots
• In Slovakia, buildings do not form legally part of the land plot
they are built upon (the superficies solo cedit principle does
not apply). Therefore, it is possible that the building and the
respective land plot are owned by different persons. This also
means that transfer of ownership of building is independent
from transfer of ownership of a land plot it is built upon (i.e. it
is possible to transfer just the building without the land plot
as well as to transfer both together).
Leasehold
• The owner of the land plot as the landlord and the constructor
of a building may agree on a long term lease of the land plot,
which includes the right of the constructor to build and use
the building on the land plot (this must be specifically agreed,
otherwise the tenant is not entitled to build on a leased land
plot).
• If such lease is terminated, the tenant is generally required to
remove the building, unless the parties agree otherwise.
Rights affecting ownership
Easement (vecné bremeno)
• Is a burden imposed upon a property, obliging the owner of
such property to tolerate, to refrain from or to do something in
favour of another person.
• Benefits either any owner of certain property (in rem) or a
particular person (in personam).
• As an attribute of ownership right, easements (in rem) are
transferred with the ownership of the respective (“entitled”)
property.
Mortgage (záložné právo k nehnuteľnosti)
• Is a security encumbering the asset, which entitles the
beneficiary to a preferential right over other creditors in the
event of a forced sale of the relevant asset.
• If the secured claim in not fulfilled duly and timely, it entitles
the beneficiary to sale of property and settle its claims from
the proceeds.
• Any real estate property in Slovakia can be mortgaged
(generally also with more than one mortgage).
Pre-emption right over real-estate
• Is a right that is created either by virtue of law (e.g. right of
co-owners, apartment buildings) or by an agreement.
• Pre-emption created by an agreement can be agreed in a form
(i) of an agreement enforceable only between the contractual
parties (contractual pre-emption right) that does not pass
to subsequent owners; or (ii) of a right encumbering the
property (in rem pre-emption right), which is binding also
upon the legal successors of the obliged person and is created
upon its registration in the Slovak Land Register.
• The consequences of violation of a pre-emption right created
upon an agreement depend on its type: (i) in case of breach
of a contractual pre-emption right, the party holding the right
may only claim damages from the party in breach (unless
other sanctions, such as contractual penalty, are agreed); and
(ii) in case of breach of a in rem pre-emption right, the party
holding the right may demand that the property is offered to
it for purchase by the person that acquired it in breach of the
pre-emption right or, if it does not make use of the right to
claim such offer from the new owner, the pre-emption right
remains preserved towards the new owner of the property.
ACQUISITION PROCESS:
KEY STAGES
• Foreign investors wishing to carry out real estate transactions
do not need any prior authorisation.
• However, there are some restrictions with respect to
acquisition of agricultural land (with the exception of some,
such as gardens or small land plots having an area of under
2,000 m2), which can be acquired only by natural persons
having a residence in Slovakia for at least 10 years or by
legal entities having a registered seat in Slovakia. As of May
2014, restrictions with respect to acquisition of forest land by
foreigners ceased to apply.
Negotiations
• At first, a non-disclosure agreement can be signed between
the contractual parties, which allows for full access to the real
estate and respective documentation.
• The contractual parties can also conclude a letter of intent,
which may be of informative nature (declaring understanding
between the parties) or binding, depending on the agreement
of the contractual parties.
• Due to historical reason, which resulted in complicated (and
often unclear) ownership relationships and due to the fact the
information registered in the Slovak Land Registry does not
necessary reflect the actual ownership status, a proper due
diligence process is recommended.
Preliminary contracts
• The contractual parties can enter into preliminary contracts,
which regulate their rights and obligations during the
transaction.
Agreement on future contract (zmluva o budúcej zmluve)
• Is an agreement, in which the contractual parties agree
on essential terms of the future transfer agreement (e.g.
property, purchase price etc.) and agree that they will
conclude such agreement with the agreed time period. It
commonly contains conditions, fulfillment of which entitles
one or both parties to call upon the other to enter into the
transfer agreement.
Purchase agreement
• Is an agreement on basis of which the ownership of a real
estate property is transferred from the seller to the buyer;
it is necessary that it is concluded in written form and that
signature of seller is notarized.
• Generally, there is no re-negotiation of the terms and
conditions of the sale which have been agreed at the
agreement on future contracts (unless the parties agree upon
different terms).
• The transfer of title to the real estate becomes effective upon
its registration with the Slovak Land Registry.
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Investors Guide to Europe 2015