(entitled petitioner)
(1) The initiation of compulsory settlement proceedings shall be decided by the court upon petition of an entitled petitioner for instituting the proceedings.
(2) A petition for instituting compulsory settlement proceedings shall be lodged by:
1. a debtor and
2. a personally liable shareholder of the debtor.
Article 140
(procedural obstacles to conducting compulsory settlement proceedings)
(1) A compulsory settlement petition shall not be permitted if lodged before the expiry of:
1. three years from the day when the debtor has settled all liabilities from a previous compulsory settlement, or
2. the time limit referred to in the fifth paragraph of Article 149, or the second paragraph of Article 179 of this Act.
(2) After bankruptcy proceeding is initiated, no further petitions for instituting compulsory settlement proceedings shall be permitted.
Article 141
(petition for instituting compulsory settlement proceedings) (1) A petition for instituting compulsory settlement proceedings shall contain:
1. identification data on the debtor and
2. a claim to the court to initiate compulsory settlement proceedings against the debtor.
(2) A petition for instituting compulsory settlement proceedings shall be attached by:
1. a report on the financial situation and operations of the debtor, 2. an auditor’s report, with the auditor’s opinion without reservation, 3. a financial restructuring plan,
4. a report of a certified business evaluator containing his unqualified opinion and 5. evidence of the tax paid for a resolution on the initiation of compulsory settlement proceedings, and of the advance payment.
(3) The petition for instituting compulsory settlement proceedings shall be considered to include also a subordinated claim that the court initiates bankruptcy proceedings if it rejects or refuses the petition for instituting compulsory settlement proceedings.
(4) The application of the third paragraph of this Article may not be excluded by petition for instituting compulsory settlement proceedings.
(5) When presenting a petition for instituting compulsory settlement proceedings, a petitioner shall pay an advance amounting to:
1. the amount of a lump-sum compensation for notifications referred to in the fifth paragraph of Article 122 of this Act and
2. the minimum amount of compensation for the administrator referred to in point 1 of the fourth paragraph of Article 103 of this Act to cover the initial costs of bankruptcy proceedings in the event if compulsory settlement proceedings would be terminated and bankruptcy proceedings would be initiated.
Article 142
(report on the financial situation and operations of the debtor) (1) A report on the financial situation and operations of the debtor shall contain:
1. financial statements prepared in accordance with the selected framework of financial reporting of the debtor, namely:
– a balance sheet, the balance sheet date of which is the last day of the last calendar three-month period that has ended prior to the introduction of compulsory settlement proceedings and
– an income statement and cash flow statement of the debtor for the period as of the start of the last business year of the debtor up to the balance sheet date of the balance sheet referred to in point 1 of this paragraph,
2. explanations of the financial statements referred to in point 1 of this paragraph, 3. a list of ordinary claims against the debtor, classified by the size of the total amount of claims of an individual creditor, including in respect of each creditor:
– identification data on the creditor and
– the total amount of the creditor’s claims according to the balance as of the balance sheet date of the balance sheet referred to in point 1 of this paragraph,
4. if subordinated claims of creditors against the debtor exist, also the list of such claims with data referred to in point 3 of this paragraph,
5. a list of the debtor's creditors with the right to separate settlement, including in respect of each such creditor:
– data referred to in point 3 of this paragraph,
– the legal basis for the acquisition of an exclusion right and,
– description of the assets which are the subject of the exclusion right,
6. the amount of average monthly costs of the continuing operation of the debtor in the last year prior to the balance sheet date of the balance sheet referred to in point 1 of this paragraph.
(2) A report on the financial situation and operations of the debtor shall be audited by an auditor.
(3) The auditing of the report on the financial situation and operation of the debtor shall, mutatis mutandis, be subject to international auditing standards and auditing practice statements, adopted with a view to auditing this report by the Slovenian Institute of Auditors.
Article 143
(compulsory settlement petition by reducing or suspending the maturity of the claim)
(1) A compulsory settlement petition shall be an offer by the debtor to creditors, to agree on reducing their ordinary claims and suspend their payment time limits.
(2) By the compulsory settlement petition, the debtor shall offer each creditor the same portion of payment of their ordinary claims, the same time limits for their payment, and interest at the same interest rate from the initiation of compulsory settlement proceedings until the expiry of the time limit for the payment of interest.
(3) A compulsory settlement petition shall contain:
1. regarding unsecured claims of creditors:
– the total amount of such claims according to the balance as of the balance sheet date of the balance sheet referred to in the first indent of point 1 of the first paragraph of Article 142 of this Act,
– a portion of the payment of such claims, time limits for their payment and the interest rate which applies for the claims of creditors during the period as from the initiation of compulsory settlement proceedings until the expiry of the suspended time limit for their payment,
2. a description and the total amount of priority claims, and the total amount of secured claims, and an indication that compulsory settlement proceedings, if confirmed, shall not have the effect for holders of priority and secured claims,
3. a description and the total amount of eventual subordinated claims, and an indication that subordinated claims shall terminate if the compulsory settlement is confirmed.
Article 144
(alternative compulsory settlement petition by conversion of claims into shares) (1) If the debtor is organised as a company he may, through a compulsory settlement petition, offer the creditors:
1. to either agree with the reduction and suspension of the maturity of their ordinary claims
2. or transfer such claims to the debtor as an in-kind contribution based on the increase in the share capital of the debtor.
(2) The debtor may make the offer referred to in point 2 of the first paragraph of this Article also to creditors who are holders of secured or subordinated claims.
(3) If the debtor presents the compulsory settlement petition referred to in the first paragraph of this Article, such a proposal shall be, in addition to the rules laid down in Article 143 of this Act, also subject to the rules laid down in the fourth to seventh paragraphs of this Article.
(4) Upon the debtor's proposal of compulsory settlement referred to in the first paragraph of this Article, each creditor shall be offered the same number of shares, or the same nominal amount of the subscribed contribution for each euro of the claim
transferred as an in-kind contribution, unless otherwise provided for in the fifth or sixth paragraphs of this Article.
(5) If the debtor makes the proposal referred to in point 2 of the first paragraph of this Article also to creditors who are holders of secured claims, they could be offered a larger number of shares or a larger nominal amount of the subscribed contribution for each euro of the secured claim, transferred as an in-kind contribution, than the number of shares or the nominal amount of the subscribed contribution, offered for each euro of the ordinary claim transferred as an in-kind contribution.
(6) If the debtor makes the proposal referred to in point 2 of the first paragraph of this Article also to creditors who are holders of subordinated claims, they could be offered a smaller number of shares or a smaller nominal amount of the subscribed contribution for each euro of the subordinated claim, transferred as an in-kind contribution, than the number of shares or the nominal amount of the subscribed contribution offered for each euro of the ordinary claim transferred as an in-kind contribution.
(7) The compulsory settlement petition referred to in the first paragraph of this Article shall contain:
1. regarding ordinary claims of creditors, in addition to data referred to in point 1 of the third paragraph of Article 143 of this Act, also:
– if the debtor is organised as a limited liability company, the nominal amount of the subscribed contribution acquired by the creditor for each euro of the claim transferred as an in-kind contribution, or
– if the debtor is organised as a public limited company, the number of shares acquired by the creditor for each euro of the claim transferred as an in-kind contribution, and the contents of the rights from such shares,
2. data referred to in point 2 of the third paragraph of Article 143 of this Act, and if the debtor has made to the holders of secured claims the offer referred to in the second paragraph of this Article, also data referred to in point 1 of this paragraph, 3. regarding the execution of the increase in share capital:
– the minimum amount of ordinary or secured claims which creditors shall transfer to debtors as an in-kind contribution, so as to provide for a successful realisation of the debtor’s financial restructuring,
– if the debtor shall, along with the increase, execute a simplified decrease in the share capital in order to cover the losses that have not been offset, the nominal amount of the decrease in the share capital,
4. in the case of existing subordinated claims of creditors against the debtor:
– if the debtor has made to the holders of such claims the offer referred to in the second paragraph of this Article: in addition to data referred to in point 3 of the third paragraph of Article 143 of this Act, also data referred to in point 1 of this paragraph,
– if the debtor has not made such offer: data referred to in point 3 of the third paragraph of Article 143 of this Act.
Article 145
(financial restructuring plan) A financial restructuring plan shall contain:
1. a description of the facts and circumstances indicating the insolvency of the debtor, 2. the compulsory settlement petition with the content referred to in the third paragraph of Article 143, or the fourth and seventh paragraphs of Article 144 of this Act,
3. the estimation of the portion of the paid unsecured claims of creditors and the relevant time limits for payment in the event of bankruptcy proceedings being initiated against the debtor,
4. a description of other financial restructuring measures to be executed by the debtor, and in respect of each of such measures:
– the timetable for their execution,
– the estimation of the costs of execution and
– the estimation of the effects of the execution of the measures to eliminate the causes of the insolvency, and the liquidity and solvency of the debtor,
5. a description of the facts and circumstances indicating that the debtor shall be capable of meeting all his liabilities in accordance with the proposed compulsory settlement.
Article 146
(report of a certified business evaluator)
(1) The financial restructuring plan shall be examined by a certified business evaluator who shall prepare a relevant report (hereinafter referred to as: report of the certified business evaluator).
(2) The report of a certified business evaluator shall contain:
1. an introduction indicating the financial restructuring plan, treated by the report, 2. a description of the intention and extent of the examination, including an indication as to which principles and standards of the business evaluation represent the basis of the examination,
3. an opinion of a certified business evaluator which shall clearly indicate:
– whether the debtor is insolvent,
– whether the execution of the financial restructuring plan would enable the financial restructuring of the debtor that would result in liquidity and solvency and
– whether the confirmation of compulsory settlement, proposed by the debtor would provide the creditors with more favourable payment conditions for their claims than would be the case in bankruptcy proceedings initiated against the debtor,
4. the date and signature of the certified business evaluator.
(3) The certified auditor's opinion may be unqualified or adverse.
(4) With an unqualified opinion, the certified business evaluator shall:
1. consider that the debtor is insolvent and
2. with a degree of confidence exceeding 50 percent, estimate that:
– the execution of the financial restructuring plan shall enable such financial restructuring of the debtor so as to result in his liquidity and solvency and
– the confirmation of compulsory settlement, proposed by the debtor, would provide the creditors with more favourable payment conditions for their claims than would be the case in bankruptcy proceedings initiated against the debtor.
(5) The certified business evaluator shall give an adverse opinion:
1. if he considers that the debtor is not insolvent, or
2. if with a degree of confidence exceeding 50 percent, he estimates that:
– either the execution of the financial restructuring plan shall not enable such financial restructuring of the debtor so as to result in his liquidity and solvency,
– or the confirmation of compulsory settlement, proposed by the debtor, would not provide the creditors with more favourable payment conditions for their claims than would be the case in bankruptcy proceedings initiated against the debtor.
(6) When preparing the report, the certified business evaluator shall be liable to creditors for any damages caused by violating the rules of the profession of business valuation, up to EUR 150 000.
(7) The liability referred to in the sixth paragraph of this Article shall not be limited if the damage has been caused intentionally or by gross negligence.
Article 147
(resolution on the supplementation of an incomplete petition for instituting compulsory settlement proceedings)
(1) If the content of the petition for instituting compulsory settlement proceedings does not comply with the first and fourth paragraphs of Article 141 of this Act, or if it is not attached by attachments referred to in the second paragraph of Article 141 of this Act, or if the content of such attachments does not comply with Articles 142 to 146 of this Act (hereinafter referred to as: incomplete petition for instituting compulsory settlement proceedings), the court shall order with a resolution (hereinafter referred to as: resolution on supplementation) the petitioner, within fifteen days of the receipt of the resolution on supplementation, to supplement accordingly the incomplete petition for instituting compulsory settlement proceedings.
(2) The court shall issue the resolution on supplementation within eight days following the lodging of the petition for instituting compulsory settlement proceedings.
(3) The time limit for the supplementation of the incomplete petition for instituting compulsory settlement proceedings referred to in the first paragraph of this Article shall not be extended.
(4) If, within the time limit referred to in the first paragraph of this Article, the petitioner does not supplement the petition for instituting compulsory settlement proceedings in such a way as provided for by the resolution on supplementation, the court shall, within eight days following the expiry of such time limit, reject the petition for instituting compulsory settlement proceedings and issue a resolution on the initiation of bankruptcy proceedings.
Article 148
(publication of petition for instituting compulsory settlement proceedings) (1) The court shall, within eight days following the lodgement of the petition for instituting compulsory settlement proceedings, publish such petition and attachments referred to in the second paragraph of Article 141 of this Act.
(2) If the court has issued a resolution on supplementation, it shall publish such resolution together with the publication under the first paragraph of this Article.
Article 149
(withdrawal of a petition for instituting compulsory settlement proceedings) (1) If the petitioner withdraws the petition for instituting compulsory settlement proceedings, after the court has issued the resolution on supplementation, or a resolution on the initiation of compulsory settlement proceedings is not issued earlier than the resolution of supplementation, such withdrawal shall not have an effect of withdrawal in the part including the subordinated claim for the court to initiate bankruptcy proceedings referred to in the third paragraph of Article 141 of this Act.
(2) In the case referred to in the first paragraph of this Article, the court shall within eight days following the receipt of the statement on withdrawal of the petition for instituting compulsory settlement proceedings, issue a resolution on initiation of bankruptcy proceedings, unless otherwise provided for in the third and fourth paragraphs of this Article.
(3) If the petitioner withdraws the petition for instituting compulsory settlement proceedings due to having eliminated the causes of insolvency outside compulsory
settlement proceedings, in the statement on withdrawal he shall describe the circumstances resulting in the regained liquidity and solvency, and attach a statement with the relevant evidence.
(4) In the case referred to in the third paragraph of this Article the court shall:
1. if the initiation of compulsory settlement proceedings interrupted the procedure of deciding on the creditor’s petition in bankruptcy under the first paragraph of Article 152 of this Act, serve the statement with attachments, within three working days following the receipt of the statement on withdrawal of the petition, to the creditor who proposed the initiation of bankruptcy proceedings, and fix a hearing for the initiation of bankruptcy proceedings, on a date not later than one month following the receipt of the statement on the withdrawal of the petition,
2. in other cases, within eight days following the receipt of the statement on withdrawal of the petition, terminate compulsory settlement proceedings, without issuing a resolution on the initiation of bankruptcy proceedings under the second paragraph of this Article.
(5) If the court terminates compulsory settlement proceedings under point 2 of the fourth paragraph of this Article, the debtor shall not lodge a new petition for instituting compulsory settlement proceedings for two years following the issue of the resolution on the termination of such proceedings.
Subsection 4.2.2: Legal consequences of institution of compulsory settlement