SLOVENIA Law and Practice Contributed by: Markus Bruckmüller, Klemen Radosavljević and Matej Kraner, Wolf Theiss Attorneys-at-law
sory pledge, in which case the pledged movable asset remains in the possession ( posest ) of the pledgor. In practice, a non-possessory pledge is the most commonly used security over mova- bles. As an alternative, a fiduciary transfer of the rel- evant movable asset is possible, whereby the pledgor retains possession and the pledgee obtains the title ( lastninska pravica ) to the mov - able asset. Under the Slovenian Property Code (Stvarnopravni zakonik (SPZ)), the provisions on the transfer of ownership rights apply mutatis mutandis to a fiduciary transfer. Due to practi- cal limitations, fiduciary transfer of ownership is almost never used in (acquisition) loan transac- tions. Inventory Under Slovenian law, a (non-possessory) regis- tered pledge may be established over all inven- tory located in a specific area at any given time. During the validity of the pledge, pledged inven- tories may be exchanged. Bank Accounts and Receivables Bank accounts and receivables may be subject to security arrangements such as pledges and fiduciary assignments. As a general rule, secu- rity over credit claims will most often take the form of a pledge or fiduciary assignment, unless precluded by law or by the nature of the claim (including where the performance of the obliga- tion is deemed to be personal to the creditor) or by agreement between the creditor and the debtor. Fiduciary assignment of receivables ( odstop ter- jatev v zavarovanje ) is a form of security where the assignor assigns a receivable to an assign- ee. Unless otherwise agreed, the assignee is deemed to have acquired the receivable only
until the secured obligation is paid, and such payment terminates the original assignment. Any excess payment received shall be returned to the assignor. In the event of the insolvency of the assignor, the assignee is entitled to sepa- rate satisfaction in respect of the receivables assigned by way of a fiduciary assignment, if such an assignment agreement has been exe- cuted in the form of a notarial deed. Creditors in financing transactions often opt for a global fiduciary assignment of receiva- bles ( globalna cesija ), under which the assignor assigns all its present and future receivables arising and to arise under a particular legal rela- tionship. The global fiduciary assignment of receivables is perfected only when each indi- vidual receivable arises. It is not possible to provide security over con- tractual rights that are subject to a restriction on transfer or security, as such contractual arrangements are considered to have a propri- etary effect, ie, the pledgor does not have the right to dispose ( razpolagalna sposobnost ) of the receivable. If a contractual agreement requires the prior consent of the other party in order to assign or pledge the receivables arising there- under, the express consent of the other party is required. However, the prohibition of assign- ment or the requirement of consent does not apply to commercial contracts (ie, contracts between commercial entities), where the pledge or assignment is effective despite the prohibi- tion, while the debtor is released from its obliga- tion if it fulfils it to the assignor. Deposits of cash are considered to be receiva- bles against the bank where the deposit account is maintained. Such receivables may be pledged by way of a pledge of receivables, provided that
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