The registered pledge is a means of securing the execution of legal obligations. From among the registered pledges the ones of the greatest practical importance are those provided for in the Law on Registered Pledges (LRP, State Gazette, issue 100th of 22.11.1996).The reason for that is the relatively detailed legal framework which provides for a balance in defending the interests of the pledgor and those of the pledge creditor.  

The legal framework created by the LRP is special in relation to the rules for the real pledge under the Law on the Obligations and Contracts (LOC) and the Law on Commerce (LC). Legal treatment of the registered pledge is also contained in the Regulation on the Structure and Activity of the Registered Pledges Central Register at the Ministry of Justice and also in the State Fees Tariff collected as per the Law on Registered Pledges. 

The LRP pledge is not necessarily a commercial transaction within the meaning of art.286 of LC or a commercial pledge under art.310 – 314 of LC. It is a commercial transaction if the pledgor is a trader and the pledge is related to his core activity (see art.286, para 1 LC). The pledge under LC is of commercial character if it secures a claim that ensues from a commercial transaction. Depending on this classification of the registered pledge either LC or LOC rules apply according to the principle of subsidiarity.

The registered pledge is always contractual, no provision is made for hypotheses of a law registered pledge. The contract for a registered pledge is not real but consensual and formal. The actual power which is acquired with the conclusion of a real pledge contract is replaced in the registered pledge hypothesis with an entry in a public register which creates an irrefutable presumption of awareness on the part of the third parties. The contract is unilateral because it gives rise to obligations only for one of the parties – the pledgor. A pledge creditor under LRP can be any person who is a creditor under another, major legal relationship. The limitation on the circle of pledgors is based on the view that the registered pledge is to be implemented primarily in the business relations, because it is precisely in these relations that the pledgor needs to use the pledged property in line with its purpose, whereas it is burdensome for the pledge creditor to hold the pledge and incur costs for its maintenance. The limitation of the norm of art.3 of LRP does not apply to the spouse of the sole trader or the person under art.2 of LC, the presumption being that they provide for their spouses’ obligations. 

The scope of the registered pledge is extended in comparison with the classic LOC pledge. This extension is made possible owing to the fact that while the contract is not real, it introduces in circulation a wide range of types of property, which facilitates and makes the credit cheaper. In the event of transformation of the pledged property the registered pledge follows the new property. The rule allows for the fact that the pledged property remains an object of business activity and for the sake of the pledge creditor the fiction is created that the pledged property reserves its identity after the transformation. The registered pledge covers the accessories and the natural fruits of the property. Pursuant to art.4 of LRP subject to registered pledge may be amounts receivable, non-cash securities and goods and chattels, with the exception of ships and aircraft (these are subject to a special regime), participating interests, cumulative amounts receivable, plant, machines and equipment, entitlements to objects of intellectual property rights, as well as commercial enterprises. 

The secured receivable may be individually or generically (fungibles) defined, conditional or future. The pledge secures the receivable and all interest payments and penalties thereon. One and the same property may be encumbered with several registered pledges, in which case decisive for the rights of the pledge creditors is the priority entry. LRP provides for priority of the pledge creditor’s rights. 

The entry of the registered pledge is carried out according to the personal system. The reason for this is the lack of registers for goods and chattels. It is performed against the pledgor’s lot with the Registered Pledges Central Register at the Ministry of Justice. The Register is public and any third party may make inquiries or request that a certificate be issued for the availability or absence of an entered circumstance. What is being entered are circumstances relating to the registered pledge contract, as well as changes to entered circumstances. The entry procedure represents custody proceedings, with the entry and striking off being made at the request of the interested party which may be any person who can refer to an entered circumstance or who can be opposed with such a circumstance. Any third party who has acquired rights on the pledged property and who may be opposed with the pledge acquires the rights burdened with the pledge. The entry has a disclosure effect. The request is accompanied by a written consent of the person against whom it is possible to claim rights.  The request is considered forthwith and an eventual refusal of entry may be appealed before the Minister of Justice, whose refusal in turn may be appealed under the Administrative Procedure Code. The entered circumstance is deemed known to bona fide third parties from the date of entry whereas regarding dishonest third parties it is deemed known from the date they have become aware of the circumstance. The entry is valid for a period of five years after which the opposition of the pledge to the third parties falls.   

The pledgor is entitled to use the pledged property in line with its design purpose and to carry out transactions for disposal. His obligations come down to an obligation to insure the property, notify in writing the pledge creditor about all legal and factual acts leading to a change in ownership, as well as an obligation to provide the pledge creditor with transcripts of the respective acts, an obligation to secure an inspection of the pledged property, notifications of any damage or trespass and of all procedures relating to the pledged property. 

The established registered pledge creates in favour of the pledge creditor a pre-emptive right of satisfaction from the price of the pledged property, its equivalent in case the property cannot be separated from the rest or from the insurance compensation. The procedure for the registered pledge-secured receivable is in accordance with art.136, p.3 of LOC, art.722 p.1 of LC and art.94 p.1 of Law on Bank Insolvency. The procedure prescribed for satisfaction of the pledge creditor applies even if the parties may not have expressly provided for that. It is sufficient to conclude a contract of registered pledge. The right of pledge is exercised out of court, while at the same time the creditor is not denied the possibility for general protection under the Civil Procedure Code.

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