Limiting The Liability Of Shareholders Of Deleted Companies
Did you have an unsettled pecuniary claim against a Slovenian company that was deleted ex officio from the companies' register without liquidation due to inactivity? Did you continue the recovery procedure against the shareholder? We suggest you check whether the procedure is still open!
A new act has changed the shareholders' liability regime
The Act on Procedures for the Enforcement or Remission of the Shareholders' Liability for the Obligations of Deleted Companies (ZPUOOD; Official Gazette of the RS 87/2011) entered into force on 17 November 2011. It redefines the liability of shareholders for claims against companies deleted pursuant to the Financial Operations, Insolvency Proceedings and Compulsory Dissolution Act (ZFPPIPP) or the Financial Operations of Companies Act (ZFPPod).
Although the ZPUOOD does not interfere with completed procedures, it no longer permits the submission of new proposals to continue procedures against shareholders under the ZFPPIPP.
Interference with pending proceedings
The ZPUOOD also affects initiated litigation and administrative and execution proceedings in which the creditors of deleted companies exercise the payment of claims against shareholders.
One month from the implementation of the ZPUOOD is the deadline for authorities to issue an ex officio decision suspending any open proceedings under the ZFPPod or ZFPPIPP (the decision must be sent to the parties to the proceedings).
17 May 2012 is the last day debtor can submit a proposal for the remission of obligation at the court of competent jurisdiction in the event of personal bankruptcy. If such a proposal is not submitted, the suspended proceedings continue. The court may reject a proposal for remission only due to: (i) piercing the corporate veil or (ii) an unspent final judgment of conviction of the shareholder for a criminal offence against property or the economy in connection with the activities of the deleted company. The court verifies ex officio whether the shareholder has any previous convictions. If not, the court initiates the remission procedure and issues a notice, to be published in the Official Gazette of the Republic of Slovenia. The creditor has two months from the publication to submit to the court an objection (with evidence) against the remission of obligations. Otherwise, the creditor is deemed to have given up the claim. If the...
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