SLOVENIA Law and Practice Contributed by: Markus Bruckmüller, Klemen Radosavljević and Matej Kraner, Wolf Theiss Attorneys-at-law
5.3 Registration Process When it comes to creating and enforcing security interests over certain types of collateral in Slo- venia, specific registration requirements must be met. These processes also typically necessitate the involvement of a notary. In order to ensure the enforceability and priority of the secured creditor’s rights, particularly against third par- ties, proper registration is essential. There are different registration systems and procedures for movables, shares, real property, intellectual property and receivables. Shares The creditor obtains a pledge over shares in a joint-stock corporation by registration in the Slo- venian Central Securities Register maintained by the Slovenian Central securities clearing corpo- ration (KDD – Centralna klirinško depotna družba d.d.). The registration of a pledge over demateri- alised securities has the following effects: (i) the holder of the securities is no longer entitled to dispose of the securities; (ii) any cash proceeds may only be paid to the pledgee (the proceeds will be set off against the costs, interest and principal of the secured claim, unless the pledgee and the pledgor have agreed that the proceeds will be paid to the pledgor); and (iii) all rights under dematerialised securities not transferred to the pledgee pursuant to (i) and (ii), such as, voting rights, shall remain with the holder. Shares in a Slovenian limited liability company are pledged by concluding the pledge agree- ment in the form of a notarial deed. For publicity purposes, the pledge is registered in the Slove- nian court and commercial registry.
Pledge of Receivables A pledge is created by a written pledge agree- ment and notice to the underlying debtor of the credit claim (the latter is not required in the case of financial collateral). Fiduciary Assignment of Receivables A fiduciary assignment is created by a written agreement which must be concluded in the form of a notarial deed ( notarski zapis ) in order to secure the assignee’s (i) right to separate satisfaction ( ločitvena pravica ) in bankruptcy proceedings and (ii) objection of inadmissi- ble execution ( ugovor nedopustnosti izvršbe ) against the assignor’s creditors in enforcement proceedings. Movables Pledge A non-possessory pledge is created by a notarial deed. For certain types of uniquely identifiable real property, a non-possessory pledge is cre- ated by concluding the agreement in the form of a notarial deed and registration in the Slo- venian Register of Non-Possessory Pledges. Such a pledge is typically used to pledge stock and equipment. Possessory pledge is created by a written pledge agreement and the trans- fer of the movable property to the pledgee or to a third-party holding the property on behalf of the pledgee. Special rules apply to registered ships, aircraft and registered networks consist- ing of one or more cables or pipelines where a mortgage is the only form of security that can be created over such registered property. A fiduciary transfer of ownership as security must be made in the form of a directly enforce- able notarial deed. IP Pledge A pledge of intellectual property rights requires a written agreement.
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