A pledge over shares terminates only when its termination is registered in the register of pledges. Repaying the loan alone is not enough. The creditor must submit the registration instruction without delay. You may also submit it yourself, but only with written confirmation that the obligation has been discharged or another document issued by the creditor. If the creditor refuses to issue the document, the next steps are a formal demand followed by court proceedings. The effect of the judgment depends on the obligation the court orders the creditor to perform.
The loan has been repaid, but the creditor is not responding to your requests and a pledge over your shares remains recorded in the register of pledges maintained by the central securities depository (CDCP). You therefore cannot sell the shares free of this encumbrance, and the entry may also complicate their use as security for a new loan. For securities, discharge of the debt is not enough. The pledge terminates only upon an entry in the register, and you can submit the instruction without the creditor’s involvement only if you have a document issued by the creditor or a court judgment.
Why repaying the loan alone is not enough
For real estate, a mortgage terminates when the secured claim is extinguished (Section 151md(1) of the Civil Code), and its removal from the land register is a subsequent step, as explained in the question on removing a mortgage after the creditor has ceased to exist. Act No. 566/2001 Z. z. on Securities is stricter. A contractual pledge over securities is amended or terminated by registering the amendment or termination in the register of pledges (Section 46(1)), just as it is created by registration, as explained in the question on pledges over shares. Until termination is registered, the pledge remains in place even after the final instalment has been paid. The Act expressly identifies who must submit the instruction:
The following quotation is reproduced in its original language:
Záložný veriteľ je povinný podať príkaz na registráciu zániku zmluvného záložného práva bezodkladne po vzniku dôvodu zániku zmluvného záložného práva. Príkaz na registráciu zániku zmluvného záložného práva je oprávnený podať aj záložca, ktorý je povinný príkaz doložiť písomným potvrdením o splnení záväzku alebo inou listinou preukazujúcou dôvod zániku zmluvného záložného práva vystavenou záložným veriteľom. […]
What you need to submit the instruction
The instruction is submitted to the central securities depository if you hold an owner’s account directly with it; otherwise, it is submitted to a member, such as a bank or securities dealer, which forwards it to the depository (Section 50(2) and (5)). CDCP uses form F10B for this purpose. Under its Operating Rules effective from 1 September 2026, the creditor’s signature on the confirmation that the obligation has been discharged must be officially certified if the pledgor submits the instruction. Documents must be submitted as originals or officially certified copies.
The further steps depend on what the creditor stipulated when the pledge was created:
- Suspension of the right to dispose of the securities. If the creditor also registered a suspension under Section 28(3), letter d), it does not terminate together with the pledge. It terminates upon an entry made by the depository, in particular after the period for which the suspension was registered has expired, or on the instruction of a person who demonstrates authority to lift it (Section 28(9)). Under CDCP’s Operating Rules, the creditor must submit an instruction to lift the suspension together with the instruction to terminate the pledge. A pledgor holding the creditor’s confirmation that the obligation has been discharged may submit the instruction to lift the suspension without a power of attorney. The question on suspension of the right to dispose of securities explains how the suspension works.
- Certificated shares. The depository also records the termination on the certificate (Section 46(2)). If the shares are held in custody, they may be released to you only with the creditor’s consent or upon proof that the pledge has terminated (Section 49(2)).
- Financial collateral. If both the creditor and the pledgor are banks or other institutions listed in Section 53a(1), a pledge over book-entry shares is created and terminated by registration directly in the owner’s account, following the procedure under Section 50 (Section 53a(3)). Under CDCP’s Operating Rules, it is entered in the register of pledges only if the parties have expressly agreed to this in their contract.
If the creditor will not issue confirmation
At the debtor’s request, the creditor must issue written confirmation that the debt has been discharged (Section 569(1) of the Civil Code). In our view, this obligation also applies to loans between businesses, because the Commercial Code contains no specific provisions on confirmation of discharge (Section 1(2) of the Commercial Code). If you pledged shares to secure a loan to your company, the company, as debtor, is entitled to the confirmation, and the steps taken must be coordinated with it.
The first step is a written demand setting out the exact wording of the document required by CDCP and allowing a reasonable period for compliance. The demand may also point out that a person who submits a registration instruction late is liable for the damage caused as a result (Section 50(6)), for example where the delay prevents a sale of the shares.
If the creditor still fails to act, the remaining option is an action seeking an order to perform an obligation (Section 137, letter a) of the Code of Civil Contentious Procedure). The debtor’s right to confirmation of discharge must be distinguished from the creditor’s obligation to submit an instruction to register the termination. When preparing the claim, specify the precise obligation and the information required under Section 50(5) and Section 47(1) of the Securities Act. A final judgment ordering a party to make a declaration of intent stands in place of that declaration (Section 229 of the Code of Civil Contentious Procedure).
However, an obligation to issue confirmation of a debt already discharged should not automatically be equated with an obligation to make a declaration of intent. The relief sought and whether the judgment can be used for CDCP purposes must be assessed separately.
When refinancing or selling shares, it is therefore advisable to agree on the confirmation and instructions before making the final payment. The debtor may withhold performance if the creditor does not provide confirmation at the same time (Section 569(2) of the Civil Code).
We will review the extract from the register of pledges with you and prepare the demand to the creditor and the instructions for the depository as part of our pledges over securities service, and handle the submission through our representation before CDCP service. If court proceedings are necessary, we will also provide representation in litigation.
This answer provides general information on the law as at 3 October 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.
