SLOVENIA Law and Practice Contributed by: Blaž Ogorevc, Miha Štravs and Blaž Murko, Odvetniki Šelih & partnerji, o.p., d.o.o.
business relationships are secured by the same mortgage on real estate up to a specific amount. In syndicated loan transactions under English law, security is typically established in favour of the security agent, but not a security trustee as the concept of trust is not acknowledged under Slovenian law. In addition to mortgages, security is often also given in the form of pledges on movable prop - erty, securities, company’s business shares, receivables and bank deposits, guarantees, etc. 3.3 Restrictions on Granting Security Over Real Estate to Foreign Lenders Generally, there are no restrictions on granting security over real estate to foreign lenders, nor 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 the case of directly enforceable mortgages, concluded in the form of a notarial deed. In this respect, notarial fees are payable according to official notary tariffs. Furthermore, mortgages need to be registered in the land reg - ister, whereby a registration fee is payable but the applicable amounts are immaterial. 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 financial assistance in relation to the acquisition of their share(s) or shares in any holding company of that company, provided that capital maintenance rules and solvency rules are duly 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.
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