SLOVENIA Law and Practice Contributed by: Vid Kobe and Peter Gorše, Schoenherr Slovenia
beyond “one-off” transactions may trigger the require- ment to set up a branch in Slovenia based on general rules of corporate law. In addition, lending to consum- ers – when performed by entities other than credit institutions – will trigger a special licensing require- ment. In practical terms, this generally means that, in order to provide financing in Slovenia: • credit institutions must be duly licensed, passport- ed or establish a branch in Slovenia if they provide these services on a lasting and continuous basis; and • other (non-bank) entities do not require special Slo- venian licences, save for potential requirements to (i) establish a branch if they provide financing on a stable and continuous basis and/or (ii) obtain a req- uisite licence if they extend credit to consumers. In addition to the foregoing, it should be noted that the new Act governing credit purchasers and credit ser- vicers of the non-performing loans (NPLs) issued by banks implementing Directive (EU) 2021/2167 impos- es certain additional obligations upon the servicers of NPLs originated by banks, including a licensing/ passporting requirement. 3. Structuring and Documentation 3.1 Restrictions on Foreign Lenders Providing Loans Apart from the requirements outlined in 2. Authorisa- tion , there are no Slovenia-specific restrictions exclu- sively targeting foreign lenders. That being said, in light of the geopolitical conflicts and extensive sanc- tion packages related thereto, certain foreign lend- ers may face practical difficulties in providing loans in Slovenia. 3.2 Restrictions on Foreign Lenders Receiving Security There are no material restrictions or impediments applying specifically to the taking of security or receiv- ing guarantees by foreign lenders. Foreign lenders may be required to take certain administrative steps, such as obtaining a Slovenian tax number or a Slo-
venian identification number ( matična številka tuje pravne osebe ), for the registration of a security inter- est or ownership rights with certain registers. How- ever, these steps are purely formal in nature and are relatively easy to complete. See also 6.4 A Foreign Lender’s Ability to Enforce Its Rights . 3.3 Restrictions and Controls on Foreign Currency Exchange Apart from various EU-level sanctions and other inter- national sanctions due to the war in Ukraine, there are no Slovenia-specific restrictions, controls or other concerns regarding foreign currency exchange. 3.4 Restrictions on the Borrower’s Use of Proceeds There are no statutory restrictions (of general applica- tion) as regards the use of loan/debt security proceeds by borrowers. Typically, the underlying loan/subscrip- tion agreements will provide for such restrictions. 3.5 Agent and Trust Concepts A “security trust” structure – whereby one of the lenders (trustee) would hold legal title to security on behalf of other lenders (such that these would have the right of separation in respect to the (proceeds of) the respective security in the event of insolvency of the trustee) – is not used in strictly “local” constella- tions (where such “security trustee” would be estab- lished under Slovenian law). This is primarily due to a prevailing concern that such a structure may not be upheld by Slovenian courts, albeit – in view of cer- tain practitioners – Slovenian law provides a sufficient legal basis therefor. On the other hand, security trust structures are often put in place in cross-border constellations (ie, struc- tures involving lenders/security trustees established under the laws of a jurisdiction that recognises secu- rity trust). Such constellations are (in relation to Slo- venian borrowers) typically supported by instruments such as “joint and several creditorship” and/or “paral- lel debt” (providing a legal basis for the security agent/ trustee to enforce transaction security in respect of the entire amount of secured obligations/on behalf of all secured parties). Albeit not yet confirmed by court practice, it is broadly accepted (among legal practi-
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