The establishing, managing and organisation of companies is regulated by the Companies Act, which is harmonised with the EU legislation. The court registration of companies is regulated by the Court Register Act and the Decree on the entry of companies and other legal entities in the court register.
The Companies Act provides for the following organisational forms:
- General partnership (Družba z neomejeno odgovornostjo – d.n.o.)
- Limited partnership (Komanditna družba – k.d.)
- Limited liability company (Družba z omejeno odgovornostjo – d.o.o.)
- Joint-stock company (Delniška družba – d.d.)
- Partnership limited by shares (Komanditna delniška družba - k.d.d.)
- European public company (Evropska delniška družba/Societas Europaea – SE).
Most companies in Slovenia are organised in the form of a limited liability company or joint-stock company, whereas partnerships are less common. Private individuals may conduct their business activities as sole traders (samostojni podjetnik – s.p.). The establishment of economic interest groupings is also possible.
The most common practice of foreign companies establishing a business entity in Slovenia is to set up a limited liability company.
Size of companies
The Companies Act defines the size of companies relevant for accounting, auditing and disclosure purposes as follows:
- micro company;
- small company;
- medium-sized company; and
- large company (see Accounting and auditing).
All the forms of companies may be established by any domestic or foreign, legal or natural person. The law prescribes the minimum or maximum number of founders for an individual type of company. Certain restrictions apply: a person who was finally sentenced in the last 5 years in Slovenia to imprisonment for a criminal offence against the economy, against labour relations and social security, against legal transactions, against property, against the environment, space and natural resources; a person who is included on a publicly posted list of those who failed to file a tax return or on a list of tax defaulters, or a person who has over 25-percent (direct or indirect) participation in the capital of a company limited by shares which is included on this publicly posted list, cannot become a founder or partner of a company or a sole proprietor.
Restrictions also apply to founders with unfair business practices (founders who have been convicted of offences related to payment for work or to illicit employment, founders with participation exceeding 50% of equity of a limited liability company which was deleted from the Companies Register without liquidation due to insolvency and, for the purpose of preventing chaining, founders/members who acquired a stake in a limited liability company that was established in the last three months).
All forms of companies are legal persons. They obtain such status through court registration.
The registered name (firma) is the name under which a company operates. The mandatory elements of the registered name are the name of the company, an indication of the company’s economic activity and a statement on its organisational form.
The name of the company can be in Slovenian or a foreign, fantasy or dead language. Apart from the letters of the Slovenian alphabet, the company’s name may contain certain foreign letters (i.e. x, y, w and q) while other letters can only be used if they are part of the names of the company’s founders or registered trademarks. The part of a registered name describing the company’s activities must be in the Slovenian language. The word “Slovenia” or its derivatives and abbreviations can only be used with government approval (with the exception of domains ending with .si).
The registered name should not be in contravention of the law, public morals or third parties’ intellectual rights and it has to be clearly distinct from all other registered names in Slovenia. If these conditions are not met, the court shall reject the application to be entered in the register.
The firm’s entry in the register can be made up to one year before the company is registered. If the company is not registered in one year, the firm is erased from the register.
The transfer of a firm to a third party is only possible along with the transfer of the company itself.
The registered office of the company is the place entered in the court register as the registered office. This could be the place where the company performs the main part of its activities or the place where the bulk of its business is conducted.
The company may conduct its business only within the scope of the economic activities entered in the act on establishment or partnership agreement. The Standard Classification of Industries must be used.
The company has to enter in the register at least one person (director, procurator) who is authorised to represent the company and to sign company documents. Certain restrictions apply (a person must not be a member of another representative or management body in the same or a related company and they must not be convicted of a criminal offence under commercial or labour law). There are no requirements regarding the residence or nationality of the representatives but certain conditions must be met in order to employ foreign representatives (see Employment).
General partnerships (Družba z neomejeno odgovornostjo - d.n.o.) is a partnership of two or more partners who are liable for the obligations of the partnership to the full extent of their assets. This liability cannot be diminished by agreement. The partners’ liability for the partnership’s obligations is unlimited but only arises after a creditor’s unsuccessful claim against the general partnership itself.
General partnerships are legal persons that obtain such status by court registration. The name of the partnership must contain the name of at least one partner and the abbreviation d.n.o.
General partnerships may be established by two or more domestic or foreign persons by signing a partnership agreement – an act on establishment. A work permit is required for foreign founders who represent a partnership (see Employment).
The minimum founding capital is not prescribed. Contributions are not required upon the establishment of a partnership. The founding capital is replaced by the unlimited liability of the partners.
If not otherwise stated in the act of establishment the founders contribute equal shares. Contributions may be in cash, in kind, or in rights or services. The value of non-cash contributions is evaluated by all the founders.
Relations between the partners
Legal relations between the partners are regulated by a partnership agreement. The management and representation of the partnership must be performed by all partners unless the partnership agreement provides for a different solution.
Partners cannot freely dispose of their share without the consent of the other partners.
The general partnership terminates upon the expiration of the term for which it was established, the partners’ decision, bankruptcy, the death of a partner, denouncement or a court decision. General partnerships may not have less than two partners. If the number of partners falls below the prescribed minimum the remaining partner has one year to restore the prescribed number or they must continue the business activities as a sole trader (s.p.).
The limited partnership (Komanditna družba - k.d.) is a partnership of two or more persons where at least one (a general partner) is fully liable, including their private assets, and at least one (a limited partner) is not liable for the partnership’s obligations.
The name of the limited partnership must contain the name of at least one general partner and the abbreviation k.d.
If not otherwise stated, a limited partnership is subject to the same provisions that govern general partnerships.
General partnerships may be established by two or more domestic or foreign persons by signing the act on establishment. At least one partner is fully liable (a general partner) and at least one partner is not liable for the partnership’s obligations (a limited partner). A work permit is required for foreign founders who represent a limited partnership (see Employment).
The minimum founding capital is not prescribed. If not otherwise stated in the act of establishment, the founders contribute equal shares. Contributions may be in cash, in kind, or in rights or services. The value of non-cash contributions is evaluated by all the founders.
A limited partner who has fully paid their contributions to the partnership has no further liability for the partnership’s debts.
Legal relations between the partners are regulated by contract. General partners manage and represent the limited partnership in the same way as with general partnerships.
Limited partners are excluded from the right of management and representation and cannot oppose decisions concerning the partnership’s business activities. However, a limited partner may act as proxy by agreement with a general partner.
A dual company is a special form of limited partnership where all the general partners are companies in which the shareholders are not liable for the company’s obligations. The law prescribes some special requirements for dual companies (documents, management).
A joint-stock company, limited liability company and limited partnership by shares cannot be transformed into a dual company. A dual company may not be a general partner in a limited partnership as well.
Partnership limited by shares
A partnership limited by shares (Komanditna delniška družba - k.d.d.) is a corporation where, besides the corporation itself, one or several partners assume full liability. They are called general partners and entrusted with the right of management of which they may only be deprived on good grounds by court order.
A partnership limited by shares may be established by five domestic or foreign persons by signing the act of incorporation. Partnerships limited by shares are legal persons that obtain such status by court registration. The name of the partnership must contain the abbreviation k.d.d.
Legal relations between general partners and shareholders are regulated by the same provisions as limited partnerships while other aspects of the organisation and business structure are governed by provisions regulating joint-stock companies.
General partners may include natural persons who are also members of the management board or a director in case there is only one general partner, while shareholders may also be legal persons.
At the shareholders’ meeting the general partners have voting rights proportional to their share in the capital of the company. General partners are prohibited from voting when the shareholders’ meeting is deciding on the following questions: election and recall of members of the supervisory board, dismissal of general partners, appointment of auditors, enforcement and renunciation of indemnity claims.
A joint-stock company (Delniška družba - d.d.) is a corporation in which the share capital is divided into shares (stock). The joint-stock company is liable with all its assets for its obligations, whereas the shareholders are not liable for the joint-stock company’s obligations.
Joint-stock companies are legal persons that obtain such a status upon court registration. The name of the company must contain the abbreviation d.d.
There are no legal restrictions on the minimum or maximum number of founders. The joint-stock company may be established by one or more domestic or foreign, legal or natural persons by signing the act of incorporation.
The minimum founding capital is EUR 25,000. Contributions may be in cash or in kind. At least one-third of the founding capital must be contributed in cash. At least 25% of the nominal value of the shares payable in cash must be paid before registration. Contributions in kind must be made in full before registration.
Shares are securities. The minimum face value of a share is EUR 1; any higher face value of a share must be denominated in multiples of EUR 1. Shares can be par value or non par value shares (i.e. expressed as a percentage of the company’s capital instead of a nominal value).
Shares can be bearer shares or registered shares. Registered shares must be issued if the nominal value has not been fully paid up.
In respect of rights, shares may be ordinary (common) shares or preference shares. Ordinary shares give their owner the right to vote, the right to part of the profit (dividends) and the right to a corresponding part of the assets after the company’s liquidation or bankruptcy. Preference shares give, in addition to the rights referred to above, certain priorities (such as a fixed dividend, priority in payment upon liquidation etc.). The issue of preference shares must be stipulated by the company’s by-laws.
Multiple-voting shares are not permitted. Non-voting shares are not permitted, except with preferred shares in which case they cannot exceed 50% of the capital of the company.
All joint-stock companies are able to choose between the one-tier model where a board of directors manages and supervises the corporation or the two-tier model where the management board and supervisory board separately exercise the management and supervisory functions, respectively.
Management board/Board of directors
The management board (two-tier model) consists of one or more managing directors who conduct the business and represent the company. The management board is appointed by the supervisory board. A member of the management board cannot simultaneously be a member of the supervisory board. The management board may appoint one or more acting directors from among its members.
The board of directors (one-tier model) manages and represents the company and controls the company’s business activities. The board of directors is appointed by the shareholders’ meeting. The board of directors may appoint one or more executive directors from among its members or from among the company’s other officers. Executive directors are empowered to represent the company and conduct the company’s business activities within the scope of the ordinary course of business.
Special rules apply to listed companies. The board of directors is required to appoint at least one executive director from among its members. The chairman of the board of directors cannot be appointed as an executive director. The number of executive directors cannot exceed half of the members of the board of directors.
In all cases, members are appointed for a six-year term and can be re-appointed after this period. There are no restrictions regarding the residence or nationality of board members.
The supervisory board (two-tier model) supervises the conduct of the business, inspects the company’s books and accounts etc. It is elected by the shareholders’ meeting for a six-year term and can be re-elected thereafter. There are no restrictions regarding the residence or nationality of board members. A member of the management board cannot simultaneously be a member of the supervisory board. The same person cannot be a member of more than three supervisory boards at the one time.
The supervisory board may require the approval of certain management board business decisions and may assign the power to represent the company only to the management board members of its choice. For certain transactions which may involve a conflict of interest the supervisory board’s approval is required by law.
The shareholders’ meeting (both models) makes the most important decisions such as the distribution of profit, appointment of the supervisory board/board of directors, measures for any capital increase or decrease, amendments to the articles of association, termination of the company and changes of legal status and other matters provided by the law or the articles of association.
A shareholders’ meeting may be summoned by the management board, supervisory board or shareholders representing at least 5% of the voting capital. The shareholders’ meeting adopts its decisions by ordinary majority vote except where provided by the act of incorporation and the law (statutory changes, alterations of capital, a dissolution), where a 75% majority is required.
Minority shareholders’ protection
The Companies Act provides rules governing the squeezing out of minority shareholders. A majority shareholder holding at least 90% of the share capital may propose that a resolution be adopted to transfer the shares of minority shareholders in return for monetary consideration determined by the majority shareholder and revised by an auditor.
Minority shareholders also have the right to exit the company by proposing such a resolution in return for monetary consideration determined on the same conditions as above. In any event, minority shareholders have the right to a judicial appraisal.
A joint-stock company is dissolved in the following cases:
- expiration of the term of duration stipulated by the statute;
- upon the shareholders’ decision adopted by a 75% majority vote;
- the management board has not operated for more than 6 months;
- invalidation of court registration;
- court decision;
- mergers and amalgamations or a transformation to another corporate form;
- reduction of capital below the prescribed minimum; and
- the company does not have any shareholders or it has only its own shares.
European public company (Societas Europaea – SE)
The European public company (Societas Europaea – SE) is a joint-stock company and is regulated by the Companies Act. The rules for the establishment, management, transfer of the registered office of, and liquidation of an SE follow EC Regulation 2157/2001/ES.
An SE can be registered in Slovenia or any other member state of the European Union and the registration can easily be transferred to another member state. An SE is registered in the national register of the member state in which it has its head office.
An SE can be created in the following ways:
- through the merger of national companies from different member states;
- by the creation of a joint venture (holding) between companies (or other entities) in different member states;
- through the creation of a SE subsidiary of a national company; or
- by the conversion of a national company into an SE.
For the management of an SE the provisions of the Companies Act apply unless EC Regulation 2157/2001/ES provides otherwise.
Limited liability company
A limited liability company (Družba z omejeno odgovornostjo – d.o.o.) is a company whose capital is made up of the basic shares contributed by partners. The shares are not securities.
A limited liability company is liable with all its assets for its obligations, whereas the shareholders are not liable for the company’s obligations.
Limited liability companies are legal persons that obtain such status upon court registration. The name of the company must contain the abbreviation d.o.o.
A limited liability company may be established by one or more domestic or foreign, legal or natural persons by signing the act of incorporation. A limited liability company may have a maximum of 50 partners. If a limited liability company has more than 50 shareholders the approval of the minister responsible for economic affairs must be obtained.
A limited liability company may begin operating as soon as it is registered in the Court Register. The Court Register is part of the Slovenian Business Register, maintained and administered by AJPES (the Agency of the Republic of Slovenia for Public Legal Records and Related Services).
A limited liability company may be registered at one of the following business start-up points:
SPOT system – Slovenian Business Points
A simple limited liability company with one or more founders may be registered at any of nearly 150 one-stop shops in Slovenia (the SPOT system – Slovenian Business Points). Certain conditions must be met: the prescribed form of articles of incorporation/memorandum of association must be used and capital must be wholly paid up in cash. In other cases, registration must be made through a notary public.
Foreign founders must obtain a Slovenian tax number from the FURS (Financial Administration of the Republic of Slovenia) prior to registration.
In the case of a single-member limited liability company, registration may be arranged on-line via the state portal for businesses (spot.gov.si).
In order to register a company on-line, several conditions must be met: the prescribed form of articles of incorporation has to be used, an electronic register of resolutions must be opened and the capital has to be wholly paid up in cash.
Foreign founders must obtain a Slovenian tax number (provided by FURS) and a digital certificate (provided by one of the certification authorities in Slovenia) before registration. A personal identification number is assigned to foreign natural persons simultaneously in the same procedure.
Where the conditions for establishment through a one-stop shop are not fulfilled (the Act on Establishment is different to the prescribed form used at a one-stop shop, capital partly or wholly paid up by contributions in kind and in other cases), the company must be established through a notary public.
|Business start-up points in Slovenia|
|On-line||Limited liability company (d.o.o.)||Conditions:- single founder- founding capital is wholly paid up in cash- the prescribed form of articles of incorporation is used - digital certificate||No charge|
|Sole trader (s.p.)||Conditions:- digital certificate|
|SPOT (SlovenianBusiness Points)||Limited liability company (d.o.o)||Conditions:- founding capital is wholly paid up in cash - the prescribed form of articles of incorporation/memorandum of association is used||No charge|
|Sole trader (s.p.)|
|A branch of a domestic company|
|Notary public||A limited liability company if theconditions for establishment throughSPOT are not metA branch of a foreign company Any other organisational form except a sole trader||€300–500Fees vary in line with the amount of share capital and number of founders|
Regardless of the entry point (SPOT business point, on-line, or a notary public), registration is carried out via the same e-system, which connects all institutions involved in the registration procedure and other relevant steps (tax data submissions, social insurance registration, registration of job vacancies etc.). When a company is registered in the Court Register, it is automatically registered in the Slovenian Business Register as well. The court issues a decision on registration of an enterprise in the Court Register which is sent to the company by post or secure e-mail. The delivery option is indicated by the applicant when filing the registration request in the Court Register. Notification of registration in the Slovenian Business Register is sent to the company at the same time as the court decree.
|Establishment of a limited liability company at SPOT (Slovenian Business Point)|
|Obtaining the foreign founder’s tax number||FURS||Foreign legal entities: prescribed form: DR-04; certified translation of the official extract from the Court Register Foreign natural entities: Prescribed form: DR-02; photocopy of a valid personal ID document||2–5 days|
|Authenticating the owner’s statement that the business may be conducted on the owner’spremises (where business premises are rented)||Administrative unit||May also be done at SPOT at the time of registration|
|Registration at SPOT||SPOT||All founders and representatives of the company must be present Information required: founders’ names, company’s name and address, legal representatives, company’s activitiesEnclosures required: founder’s ID and Slovenian tax number; authenticated permission of owner of the premises to conduct the business on the premises if business premises are rentedThe administrator enters the data in the e-system, which generates all the documentsThe founders sign the memorandum of association and appoint the company’s legal representatives Documents required to open a bank account are printed||2–5 days|
|Opening the company’s bank account and payment of the founding capital||Commercial bank||Payment of EUR 7,500Documents required: memorandum of association; resolution on designation of a business address, resolution on appointing the company’s legal representatives A bank issues a certificate showing the founding capital has been paidThe founders submit the certificate to SPOT|
|Simultaneous steps (automatically after SPOT receives the bank certificate):||SPOT||Transfers the application to AJPES via the e-system|
|AJPES||Prepares the data for the register and transfers the application to the court|
|Court||Decides on the registration|
|FURS||Automatically generates the company’s tax number|
|AJPES||Enters the company into the Slovenian Business Register and the Court Register|
|AJPES||Publishes information about the company on the AJPES website|
|Court||Issues a Decree on Registration containing the company’s:• registration number (matična številka)• tax number (davčna številka)|
|AJPES||Issues notification of entry in the Slovenian Business Register containing the company’s:• main and registered activities• institutional sector|
|Registration for VAT;registration of employees with the Employment Office, Pension Fund and Health Insurance Institute||SPOT||On the founder’s request (may be submitted with the request for registration, but the procedures do not begin before the company enters the Court Register)||1 day|
|Notification of the Registry of beneficial owners||AJPES||If company has more than one shareholder or director||On-line|
The minimum founding capital is EUR 7,500. The minimum contribution of each shareholder is EUR 50. The value of the contributions may differ.
Before registration at least 25% of each shareholder’s cash contribution must be paid in; the sum of all paid contributions must be at least EUR 7,500. There is no requirement that part of the founding capital must be paid up in cash; it is also possible to contribute all the initial share capital in the form of a non-cash contribution or non-cash acquisition only.
Contributions in kind must be made in full before registration. Where the value of contributions in kind exceeds EUR 100,000, their value must be assessed by a certified independent accountant. In the case of an enterprise being invested in the company, its balance sheet and the profit and loss account (statement) must be enclosed with the report on ‘in-kind business shares’ and submitted to the court upon registration.
On the basis of their contributions the partners acquire a business (equity) share that is expressed as a percentage of the company’s capital.
Securities must not be issued for the business shares. The shares are transferable, but the other shareholders have a pre-emptive right.
The management rights of shareholders are provided by the act of incorporation. In the absence of such provisions in the act of incorporation, the authorities of the shareholders are provided by the Companies Act.
A limited liability company has one or more managers (directors) appointed by the shareholder’s meeting (the supervisory board, if the company has one) for at least a 2-year renewable mandate. There are no restrictions on the residence or nationality of managers.
The limited liability company may have a supervisory board if the act of incorporation provides for one, but it is not obligatory. There are no restrictions on the residence or nationality of board members.
Where the company has a supervisory board, the Companies Act’s provisions on supervisory boards in joint-stock companies are applied if the act of incorporation does not provide otherwise.
The main body of the limited liability company is the shareholders’ meeting. Normally, each shareholder has one vote for each EUR 50 of their contribution, although the act of incorporation may provide otherwise. A shareholders’ meeting may be summoned by the manager or shareholders representing at least 10% of the voting capital. The shareholders’ meeting decides on the distribution of profit, the appointment of managers and proxies, measures for supervising and controlling managers’ work, capital increases and decreases and other matters provided by the law or the act of incorporation. The shareholders’ meeting adopts its decisions by ordinary majority vote except where provided by the act of incorporation and the law (statutory changes, alterations of capital, dissolution), where a 75% majority is required.
A limited liability company is dissolved in the case of expiration of the term of duration; upon the shareholders’ decision adopted by a 75% majority vote; invalidation of court registration; bankruptcy; court decision; the company does not have any shareholders or has only its own shares; the management board has not operated for more than 6 months; mergers and amalgamations or a transformation to another corporate form; and reduction of capital below the prescribed minimum.
A sole trader (samostojni podjetnik, s.p.) is an individual who performs a business activity independently as their sole activity. In order to perform their business activities in Slovenia, foreign sole traders must register their activity with AJPES and enter in the Slovenian Business Register.
Sole trader registers with AJPES online, using a qualified digital certificate, or in person at SPOT (Slovenian Business Point). They must obtain a Slovenian tax number at FURS and Slovenian ID number (EMŠO) at an administrative unit prior to registration.
Registration is completed in 1 hour. The one-stop shop provides all information and assistance for completing electronic forms in e-system applications; it then submits the application to AJPES and notifies other relevant institutions (FURS). AJPES decides on the application, enters the sole trader’s registration in the Slovenian Business Register and issues its decision on registration to the sole trader.
Companies and sole traders not registered in Slovenia (foreign companies and foreign sole traders) may conduct their business activities through a branch (podružnica) registered in Slovenia.
The branch has no legal personality, but may perform all business activities the parent company can perform. The branch performs its business activities in the name and on behalf of the parent company. The name and address of the parent company must be used in business transactions. The parent company is liable for all obligations of the branch.
Provisions concerning registered names, registered offices, economic activities, representations and business secrets also apply to branches.
The appointment of a proxy is compulsory, although it is not necessary that the proxy have a permanent residence in Slovenia.
A foreign company’s branch can be registered through a notary public. An application for registration must state the branch’s activities, its proxy and be accompanied by prescribed documentation. The branches of foreign companies have to submit annual reports. A branch of an EU company can submit the annual report of its parent company. A branch of a third country company can submit the annual report of its parent company only if it was prepared in compliance with EU Directives 2013/34/EU. Otherwise, it will have to prepare its own annual report in accordance with these requirements.