A Slovenian distributor or contract manufacturer enters bankruptcy proceedings (stečajni postopek), your stock is sitting in its warehouse, and your contact has stopped answering. For a foreign supplier the instinct is to ask the insolvency administrator what a buy-back would cost. That is often the wrong opening move, because it assumes what has not been established: that the goods form part of the bankruptcy estate at all.
Is the stock part of the bankruptcy estate?
Slovenian insolvency law, the ZFPPIPP, allows an owner to take its own property out of an insolvency by asserting a right of separation (izločitvena pravica). Where title never passed to your counterparty — because retention of title was validly agreed, or the goods were supplied on consignment or delivered only for storage or processing — they are not available to the general body of creditors, and the administrator can be required to release them. For an unpaid supplier that is a materially better outcome than a repurchase.
Two factors decide whether the claim succeeds. The first is timing: a proprietary claim must be asserted actively and early in the proceedings, and the administrator will not seek you out. If the stock is lawfully sold meanwhile, the claim to the goods is extinguished, and what survives is a claim against the sale proceeds, less the costs of sale — thin compensation where inventory has been cleared at a discount.
Retention of title in Slovenia: formalities decide the outcome
The second factor is proof, where formalities matter as much as commercial substance. You will need the supply contract, the applicable terms and conditions, delivery notes, invoices and correspondence showing that title did not pass. A retention of title clause is subject to formal requirements in Slovenia — including notarial certification of signatures — before it may be relied on against your customer’s creditors, and these cannot be met retrospectively. Physical facts count equally: goods installed, processed or commingled with other suppliers’ stock are often no longer identifiable as yours, leaving only a monetary claim. Consignments in transit merit a separate look, since an unpaid seller may in defined circumstances stop delivery and recover goods not yet in the debtor’s possession.
How assets are sold in Slovenian bankruptcy proceedings
Where title did pass, you are a prospective purchaser of distressed assets. Your only counterparty is the court-appointed insolvency administrator (stečajni upravitelj), who realises assets under court supervision and under a decision authorising the sale; assurances from former management after the opening of proceedings carry no legal effect. The default route to market is public — a public auction (javna dražba) or a binding call for tenders (zavezujoče zbiranje ponudb), against a deposit and on terms published in advance. Sale notices appear in the insolvency register maintained by AJPES, so monitoring those publications, rather than waiting to be approached, is the practical first step.
Lower-value assets take a shorter route. The public procedure is dispensed with for property below a statutory threshold, including inventory for which there is no real market, trading goods, finished products and used equipment and machinery; perishable goods are handled equally quickly. A buyer approaching the administrator with a serious, documented offer therefore has a realistic prospect of a direct sale, and where a public process has failed, direct negotiation opens — usually the most favourable moment on price.
Buyer eligibility, payment and encumbrances
Not every buyer is eligible. The administrator, the judge and persons closely connected to either are excluded, and where no public auction is held the circle extends to the debtor’s former management and supervisory board, its procurators and significant shareholders, and connected persons. If your relationship involved an equity participation or a board seat, check this at the outset.
The terms are unforgiving: assets are sold as they stand, without warranty for defects, and the price is payable in cash, cannot be assumed capable of set-off against your unpaid invoices, and buys nothing until paid in full. Against that, pledges and comparable security generally cease upon payment, which makes acquisition inside the proceedings cleaner than a private purchase from a distressed company. Two cautions remain: acquiring a self-contained going concern may carry the debtor’s obligations to creditors with it, and earlier purchases from this counterparty are open to avoidance, or clawback, within a look-back period, even in good faith.
A checklist for foreign suppliers and distressed asset buyers
Assemble ownership and delivery documentation, identify the administrator and the case number, and advance any tenable claim to title even where the position is not free from doubt. File your creditor claim for unpaid invoices, write to the administrator with a concrete offer rather than an expression of interest, and monitor the published notices. Do not negotiate with former management, and do not remove the goods yourself.
Disclaimer
This article is a general overview of Slovenian insolvency law provided for information only. It is not legal advice, creates no attorney-client relationship and may not be relied upon in any particular matter. Outcomes turn heavily on the facts, and the position may change after the date of writing. The author and publisher accept no liability for any action taken or omitted in reliance on this article. Slovenian insolvency counsel should be consulted before any step is taken.