Based on the subject matter of the silent partnership agreement, it can be stated that the basic pillar of the silent partnership is (in addition to the provision of a certain contribution to the entrepreneur) participation in the entrepreneur’s business. This is a mandatory provision of the law (i.e. one that cannot be derogated from).  If a silent partner is to make a contribution to the entrepreneur’s business, it is reasonable to assume that he will do so not only with a view to making a profit, but also in the knowledge that the entrepreneur is conducting the business on his own responsibility and may suffer a loss in the course of the business. Thus, if the silent partner is to participate in the business, he must necessarily also participate in any loss.

In view of the above, the contractual arrangement of the parties excluding the silent partner from sharing in the loss of the entrepreneur is, in our view, invalid.

Answer according to the current legal status valid on 30/01/2023.

Odpoveď spracovaná podľa aktuálneho právneho stavu ku dňu 30. 1. 2023.