A look at corporate, personal and, where relevant, partnership insolvency proceedings in Slovenia, with a brief description to explain key features, as part of our Dictionary of Insolvency Terms in EU Member States. In particular, we highlight who controls the procedure and whether it is likely to be accompanied by a moratorium to prevent enforcement.
Postopek prisilne poravnave
Compulsory settlement proceedings
An insolvent debtor discloses their financial position to creditors and provides them with sufficient information to enable them to assess whether the financial restructuring plan would result in the solvency of the debtor.
- The plan cannot compromise the claims of priority and secured creditors.
- There is a stay on enforcement proceedings for any pending claims (for both secured and unsecured creditors). In some cases, the initiation of compulsory settlement proceedings can also delay (or eventually terminate) bankruptcy proceedings.
- During the procedure the debtor’s legal capacity is limited. An administrator (upravitelj) and the court will supervise the debtor’s activities.
Postopek poenostavljene prisilne poravnave
Simplified compulsory settlement proceedings
- A simplified version of compulsory settlement proceedings that is only available for micro-companies and individual/natural person entrepreneurs.
- An administrator is not assigned to the debtor, claims are not examined and the creditors do not form a special committee. There are fewer safeguards than in regular compulsory settlement proceedings and costs are lower.
- Secured creditors are not bound by agreements reached in the simplified compulsory settlement proceedings unless they explicitly agree, but there is a stay on enforcement proceedings affecting both secured and unsecured creditors.
Postopek preventivnega prestrukturiranja
Preventive restructuring proceedings
Can be commenced even if the company is not yet insolvent. This is one of the main distinctions of this procedure from compulsory settlement proceedings. A presumption that a company would become insolvent in a period of one year is sufficient for the proceedings to begin. Only large, medium-sized and small companies can undertake such proceedings. Micro-companies are excluded.
- The company remains in control of its assets and can continue trading.
- A standstill arises for a maximum period of ten months. The presence of a notary and auditor in the proceedings provides safeguards to avoid abuses by the debtor (checking signatures and balances).
- A preventive restructuring arrangement can only come into effect if: (i) creditors whose total amount of ordinary financial claims amount to at least 75% of the sum of all ordinary financial claims; (ii) creditors whose total amount of secured financial claims amount to at least 75% of the total of all secured financial claims (relevant if the arrangement is intended also to apply to secured financial claims); and (iii) creditors and the debtor reach an agreement. A dissenting minority is bound by the agreement, provided the treatment of their claims is no worse than treatment of the claims of the majority.
- The agreement can provide for a maximum five-year moratorium. The agreement can provide for ordinary creditors’ debts to be reduced, and for secured creditors’ interest rates to be lowered.
Stečajni postopek nad pravno osebo
Bankruptcy proceedings against a legal entity
- All types of entity can be subject to these proceedings, the purpose of which is to sell all of the debtor’s assets and repay its creditors.
- Secured creditors look to the collateral to settle their claims. Although the costs of the bankruptcy proceeding are to be repaid first, secured creditors must only bear the costs of selling the assets charged in their favour, not the costs of selling all of the debtor's assets.
- An administrator is appointed to represent the debtor in bankruptcy and to manage their operations.
- Any pending enforcement proceeding is suspended or terminated.
Postopek osebnega stečaja
Personal bankruptcy proceedings
- Only available for natural persons and not entrepreneurs/traders. Similar in nature to bankruptcy proceedings against a legal entity.
- The debtor’s legal capacity is limited so that they cannot conclude certain financial contracts without the consent of the court.
- After sale of the debtor’s assets and repayment of their creditors, the court can relieve the debtor of their liabilities (including the claims of secured creditors).
Postopek stečaja zapuščine
Legacy bankruptcy proceedings
Proceedings against the estate of a deceased natural person to which the deceased bankrupt’s heir and creditors are parties.
- The rules for bankruptcy proceedings against a legal entity and for personal bankruptcy proceedings apply.
Secured creditor enforcement procedures
- The enforcement action that a lender can take will depend on the type of asset and the form of security they have taken.
- Generally, a secured lender may either adopt judicial proceedings or extrajudicial proceedings to effect a sale of the property to repay the secured debt. For example, a real estate mortgagee may, under certain conditions, request that an out-of-court sale is initiated, which is managed by a notary public. The property is then sold by public auction or by a binding call for tenders. If the property remains unsold, the secured lender is entitled to buy it or to acquire ownership by way of set-off.
Anticipated changes in the next two years
The EU Directive on Restructuring and Insolvency1 requires Member States to incorporate minimum common standards into their national restructuring and insolvency laws by 17 July 2021. The intention of the Directive is to reduce barriers to the free flow of capital stemming from differences in Member States’ restructuring and insolvency frameworks, and to enhance the rescue culture in the EU.
Notable features required to be included in Member States’ national laws include:
- An effective preventive restructuring framework to enable debtors experiencing financial difficulties to restructure at an early stage, with a view to preventing insolvency and ensuring their viability.
- A stay of up to four months extendable to up to 12 months to support negotiations of a restructuring proposal, which should prevent individual enforcement action and include rules preventing the withholding of performance, termination, acceleration or modification of essential contracts.
- An ability to cram down dissenting classes of creditors.
- Adequate protection for financing needed to allow the business to survive or to preserve the value of the business pending a restructuring, and for new financing necessary to implement a restructuring plan.
- Provision for honest, insolvent entrepreneurs to have access to a procedure that can lead to a full discharge of their debts (subject to limited exceptions) within three years.
Contact: Jasna Zwitter-Tehovnik
1 Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 on preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and amending Directive (EU) 2017/1132.