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Slovenia: The Slovenian Constitutional Court Abrogated 17 out of 18 ZPUOOD's Arts

June 2012 - Finance. Legal Developments by Schönherr.

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The Act on Procedures for the Enforcement or Remission of the Shareholders' Liability for the Obligations of Deleted Companies (hereinafter: ZPUOOD; Official Gazette of the Republic of Slovenia 87/2011) which came into force on 17 November 2011 redefined the liability of shareholders for claims against companies deleted without liquidation. 

(http://www.schoenherr.eu/news-publications/legal-insights/slovenia-limiting-the-liability-of-shareholders-of-deleted-companies). The already opened proceedings in which the creditors of deleted companies exercised the payment of claims against shareholders had been suspended and submission of new proposals had not been not permitted.

In less than a month after its entry into force, the act was suspended due to a request for a review of the constitutionality of its Arts. 1 – 17 (http://www.schoenherr.eu/news-publications/legal-insights/slovenia-implementation-of-zpuood-suspended-in-less-than-a-month).

In April of this year, Slovenia's Constitutional Court reached its final decision, in which it agreed with the petitioner that Arts. 1 – 17 of ZPUOOD are unconstitutional and therefore abrogated them.

This means that the suspended proceedings shall continue. The creditors may also submit new proposals for the continuation of procedures against shareholders of companies that have been deleted without liquidation before ZPUOOD came into force. However, piercing the corporate veil is still the only option to act against shareholders whose companies have been deleted without liquidation on or after 17 November 2011.

The complete text of the resolution (in Slovenian) can be viewed at http://odlocitve.us-rs.si/usrs/us-odl.nsf/o/E5E799F484192BAEC1257A0000456417.

Schoenherr Attorneys at Law


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