SLOVENIA Law and Practice Contributed by: Blaž Ogorevc, Miha Štravs and Blaž Murko, Odvetniki Šelih & partnerji, o.p., d.o.o.
are there restrictions on repayments being made to foreign lenders under a security document or a loan agreement. However, EU restrictive meas - ures against Russia have caused standstills in the possibility of making repayments to Russian banks and financial institutions. 3.4 Taxes or Fees Relating to the Granting and Enforcement of Security Under the Law of Property Code, loan agree - ments, the claim of which is secured by security over real estate (ie, mortgage), need to be either notarised or, in case of directly enforceable mort - gages, concluded in the form of a notarial deed. In this respect, notarial fees are payable accord - ing to official notary tariffs. Furthermore, mort - gages need to be registered in the land register, whereby a registration fee is payable. Enforce - ment of security over real estate is done by way of court proceedings or, in certain cases, with a notary’s assistance, in which court or notary fees are payable. In addition to the aforementioned fees, no taxes or stamp duties are payable on the granting and enforcement of security over real estate. 3.5 Legal Requirements Before an Entity Can Give Valid Security The applicability of legal requirements that must be complied with before an entity can give valid security over its real estate assets, such as “financial assistance” rules and “corporate benefit” rules, depends on the entity granting security. As regards public limited companies (d.d.), finan - cial assistance (ie, legal transactions by which a public limited company procures an advance payment or loan or another legal transaction with a similar effect for the benefit of a future share - holder) is in general prohibited under the Com - panies Act. Transactions entered into in breach
of these rules are null and void. It is also prohib - ited that a public limited company returns (or pays interest on) a contribution to a shareholder. As regards limited liability companies (d.o.o.), such companies may generally provide finan - cial assistance in relation to the acquisition of their share(s) or shares in any holding company of that company, provided that capital mainte - nance rules and solvency rules are considered. In respect of capital maintenance limitations, under the Companies Act, a limited liability company is prohibited from making payments to its shareholders or making a legal transac - tion with a similar legal effect (eg, guarantee with its assets for the loan of the shareholder or any other group company except its own sub - sidiaries) to the extent that this would prevent the preservation of its minimal lawfully allowed share capital, actually registered share capital and tied-up reserves. In relation to provision of upstream security, cer - tain risks may arise within the borrower’s group in relation to potential personal liability of man - agement of the group companies. Namely, the Companies Act provides for relatively strict rules regarding the obligations of the management of group companies in case of so-called harmful instructions. 3.6 Formalities When a Borrower Is in Default In the event of borrower default, the lender may achieve enforcement of its security over real estate against the defaulting borrower through court proceedings. Since loan agreements are usually concluded in the form of directly enforce - able notarial deeds, the borrower in such case does not need to first initiate litigation proceed - ings, but rather can directly initiate enforcement
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