The establishing, managing and organisation of companies is regulated by the Companies Act, which is harmonised with EU legislation. The court registration of companies is regulated by the Court Register Act as well as the Decree on the entry of companies and other legal entities into the court register.
General provisions
Organisational forms
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).
Founders
All company forms may be established by a domestic or foreign, legal or natural person. The law prescribes the minimum and maximum number of founders of an individual type of company. Certain restrictions apply – a person cannot become a sole proprietor or a founder or partner of a company in Slovenia if in the last 5 years they have been sentenced to imprisonment for a criminal offence in the areas of: the economy, labour relations, social security, legal transactions, property, the environment, space, natural resources, public health, general safety of people and property; if they are found on public lists of persons not filing a tax return or as tax defaulters, or are a person holding over 25% (direct or indirect) participation in the capital of a company limited by shares included on such a public list. The same restriction applies to persons who are included in the list of taxpayers whose identification for VAT purposes was terminated ex officio due to a suspicion of the misuse of identification for VAT purposes or due to the finding of a tax authority that the taxable person using the identification for VAT purposes had unduly allowed other taxable persons to deduct VAT; persons engaged in unfair business practices (who were convicted for offences related to payments for work or illicit employment or whose share exceeded 50% of the equity of a limited liability company which was deleted from the Companies Register without liquidation under the law governing financial operations, insolvency proceedings and compulsory termination; persons who were fined for a misdemeanour due to payments made to the shareholders from the property needed to preserve the share capital.
For the purpose of preventing chaining, restrictions also apply to founders/members who acquire a stake in a limited liability company that was established in the last 3 months.
Legal personality
All forms of companies are legal persons. They obtain this status through court registration.
Registered name
A registered name (firma) is the name under which a company operates. Compulsory elements of a registered name are the company name, an indication of the company’s economic activity, and a statement on its organisational form.
Apart from 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 form part of the names of the company’s founders or registered trademarks. The part of the registered name which describes the company’s activities must be in the Slovenian language. The word “Slovenia” or derivatives and abbreviations thereof can only be used with prior government approval (except for domains ending with .si).
A registered name cannot contravene the law, public morals or third parties’ intellectual rights, while it must be clearly distinct from all other registered names in Slovenia. The court will reject applications that do not meet these conditions.
A firm may apply for a registered name to be included on the register 1 year in advance of the time it wishes to use it. However, if the applicant does not manage to register the name within that year, the name is removed from the register.
The transfer of a firm to a third party is only possible along with the transfer of the enterprise itself.
Registered office
The registered office of a company is the place duly entered in the court register. This may 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 business address of the company which contains information about the place with the street and house number, is also entered in the court register.
Economic activity
A company may only conduct business according to the scope of its economic activities described in its articles of association. The Standard Classification of Activities must be used.
Representation/management
A company must authorise at least one person (director, procurator) on the register to represent the company and sign documents on its behalf. Certain restrictions may apply (a person cannot be a member of another management or supervisory body in the same company and must not have been convicted for a criminal offence in certain areas, e.g., in commercial or labour law). While there are no requirements concerning the residence or nationality of the representatives, certain conditions must be met for the employment and work of foreign representatives (see Employment).
General partnership
A general partnership (Družba z neomejeno odgovornostjo – d.n.o.) is a partnership of two or more partners who are liable for the partnership’s obligations to the full extent of their assets. This liability cannot be reduced by agreement. The partners’ liability for the partnership’s obligations is unlimited, but only arises after a creditor has made an unsuccessful claim against the partnership itself.
General partnerships are legal persons that obtain this status through court registration. The name of a 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. A “Single permit” is required for foreign founders who represent a partnership (see Employment).
Contributions
The minimum founding capital is not prescribed. Contributions are not required when establishing a partnership. The founding capital is replaced by the unlimited liability of the partners.
If not otherwise stated in the partnership agreement, the founders contribute equal shares to the partnership. Contributions may be made in cash, in kind, in rights or in services. The value of non-cash contributions is evaluated by all founders.
Relationship between the partners
The legal relationship between partners is regulated by a partnership agreement. All partners manage and represent the partnership unless the partnership agreement provides for a different arrangement.
Partners cannot freely dispose of their share of the partnership without the consent of the other partners.
Dual company
A dual company is a special form of general partnership or limited partnership in which all the general partners are companies whose shareholders are not liable for the company’s obligations.
The law prescribes certain special requirements for dual companies (management, books of account, annual reports and other business documents, auditing).
A joint-stock company, limited liability company and a partnership limited by shares cannot be transformed into a dual company. A dual company cannot be a general partner in a limited partnership.
Limited partnership
A 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 all of their private assets, and at least one (a limited partner) who 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 apply to general partnerships.
Limited partnerships may be established by two or more domestic or foreign persons by signing the partnership agreement. 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 “Single 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 partnership agreement, 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.
The legal relationship between the partners is regulated by an agreement. General partners manage and represent the limited partnership in the same way as with general partnerships.
Limited partners are excluded from the rights of management and representation and cannot oppose decisions concerning the partnership’s business activities. However, a limited partner may act as a 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 certain special requirements for dual companies (documents, management).
A joint-stock company, limited liability company and partnership limited by shares cannot be transformed into a dual company. A dual company may not also be a general partner in a limited partnership.
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 a partnership agreement. Partnerships limited by shares are legal persons that obtain this status by court registration. The name of the partnership must contain the abbreviation k.d.d.
The legal relationship between the general partners and those holding shares is 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, whereas shareholders may also be legal persons.
At the shareholders’ meeting, the general partners have voting rights in proportion 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.
Joint-stock company
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 of 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 this 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. A joint-stock company may be established by one or more domestic or foreign, legal or natural persons by signing articles of association.
Capital
The minimum founding capital is EUR 25,000. Contributions may be made 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
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).
Bearer shares or registered shares are possible. Registered shares must be issued if the nominal value has not been fully paid up.
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.
Shares that give more than one vote 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.
Management
All joint-stock companies may 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 respective management and supervisory functions).
Management board (two-tier model)
The management board (two-tier model) comprises 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.
Board of directors (one-tier model)
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 other persons. Executive directors are empowered to represent the company and conduct the company’s business activities within the scope of the ordinary course of business. The chairman of the board of directors cannot be appointed as an executive director, except in small companies.
Special rules apply to listed companies. The board of directors is required to appoint at least one executive director from among its members. The number of executive directors cannot exceed half of the members of the board of directors.
In all cases, members are appointed for a maximum 6-year term and can be re-appointed after this period. There are no restrictions on the residence or nationality of board members.
Supervisory board
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 up to a 6-year term and can be re-elected thereafter. There are no restrictions on 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 one time.
The supervisory board may require the approval of certain management board business decisions and may, where so envisaged by the articles of association, assign the power to represent the company to individual management board members, or to at least two members of the management board together, or to a single member of the management board together with the procurator.
Shareholders meeting
The shareholders meeting (both models) adopts the most important decisions like the distribution of profit, appointment of the supervisory board/board of directors, measures for any capital increase/decrease, amendments to the articles of association, termination of the company and changes in its legal status and other matters provided by the law or the articles of association.
A shareholders meeting may be called 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 articles of association and the law (statutory changes, capital alterations, dissolution), where a 75% majority is required.
Conflicts of interest, remuneration policy, and consent for certain transactions
A member of the management or supervisory body, the procurator or an executive director of a joint-stock company must avoid any conflicts in their interests or duties with those of the company they are managing or supervising.
A joint-stock company whose securities are traded on a regulated market must formulate a remuneration policy for the above-mentioned persons, which is submitted to the shareholders meeting for approval.
All transactions, regardless of their value, which the joint-stock company concludes with members of its management and supervisory bodies or the executive directors and procurators, family members of such persons or legal entities related to them require the consent of the supervisory body or the general meeting. This requirement applies neither to transactions carried out in the ordinary course of the company's activities and under normal market conditions (unless the articles of association provide otherwise) nor to companies whose securities are not traded on a regulated market if the members of the management and supervisory bodies, the procurator and their family members are the sole shareholders.
The operations of a joint-stock company whose securities are traded on a regulated market with related parties must be approved in advance by the supervisory board or the board of directors if the value of the transaction exceeds 2.5% of the value of assets shown in the balance sheet included in the last approved annual report. In such cases, consent is not required if the transaction is performed in the ordinary course of the company's activities and under normal market conditions.
Minority shareholders’ protection
The Companies Act provides rules governing the squeeze-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.
Dissolution
A joint-stock company is dissolved in the following cases:
- expiry of the period of time for which it was incorporated;
- upon a decision of the shareholders adopted with a 75% majority vote;
- the management has been inactive for more than 6 months;
- invalidation of court registration;
- bankruptcy;
- court decision;
- mergers and amalgamations or transformation to another corporate form;
- reduction of capital below the prescribed minimum; or
- the company does not have any shareholders or it has only its own shares.
European public company (Societas Europaea – SE)
A European public company (Societas Europaea – SE) can be registered in Slovenia or any other EU member state 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 by:
- the merger of national companies from different member states;
- the formation of a holding SE by public and private limited-liability companies provided that each of at least two of them is governed by the law of a different member state, or has for at least 2 years had a subsidiary company governed by the law of another member state or a branch situated in another member state;
- the formation of a subsidiary SE by companies and other legal entities provided that each of at least two of them is governed by the law of a different member state, or has for at least 2 years had a subsidiary company governed by the law of another member state or a branch situated in another member state; or
- by the conversion of a national company into an SE.
Limited liability company
A limited liability company (Družba z omejeno odgovornostjo – d.o.o.) is a company whose capital is made up of capital contributions by shareholders. Based on their capital contributions, the shareholders acquire business shares in proportion to the value of their capital contributions and expressed in percentage terms. These shares are not securities.
A limited liability company is liable with all of its assets for its obligations, whereas the shareholders are not liable for the company’s obligations.
Limited liability companies are legal persons that obtain this status upon court registration. The company name 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 articles of incorporation/memorandum of association. A limited liability company may have a maximum of 50 shareholders. If a limited liability company wishes to have more than 50 shareholders, the approval of the minister responsible for economic affairs must first be obtained.
Establishment
A limited liability company may begin operating once it is included 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.
On-line 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 the FURS) and a digital certificate (provided by one of the certification authorities in Slovenia) before registration. A personal identification number is simultaneously assigned to foreign natural persons in the same procedure.
Notary public
Where the conditions for establishment through a one-stop shop are not fulfilled (the articles of incorporation/memorandum of association is different to the prescribed form used at a one-stop shop, where the capital is partly or wholly paid up in contributions in kind and in other cases), the company must be established through a notary public.
| Business start-up points in Slovenia | |||
|---|---|---|---|
| Body | Organisational form | Details | Cost |
| 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 (Slovenian Business 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 the conditions for establishment through SPOT 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 submission, social insurance registration, registration of job vacancies etc.). When a company is included in the Court Register, it is automatically registered in the Slovenian Business Register as well. The court issues a decision on the 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 with 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) | ||||
|---|---|---|---|---|
| Procedure | Body | Details | Duration | |
| Preparatory activities | ||||
| Obtaining 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 | |
| Obtaining foreign founder’s certificate of no criminal record | Founders’ country | Not older than 30 days | ||
| Authenticating the owner’s statement that the business may be conducted on the owner’s premises (where business premises are rented) | Administrative unit | May also be done at SPOT at the time of registration | ||
| Registration procedure | ||||
| 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: founders’ 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 the founding capital (minimum EUR 7,500)Founders apply for the opening of a temporary account at the bank. They must fill out the following bank forms:the application on prescribed form;form containing the personal data for each of the founders;OECD tax residence form. They must submit the documents received on SPOT:memorandum of association; resolution on designation of a business address, resolution on appointing the company’s legal representatives After receiving the bank’s approvement all founders pay their respective part of the founding capital to the temporary account.A bank issues a certificate showing the founding capital has been paidThe founders submit the certificate to SPOT After the registration the temporary bank account becomes a company’s bank account. | ||
| 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 in 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 | |||
| Other steps | ||||
| Registration for VAT; registration of employees with the Employment Office, the Pension Fund and the 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 is included in the Court Register) | 1 day | |
| Notification to the Registry of beneficial owners | AJPES | If the 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 the entire 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 capital contributions” and submitted to the court upon registration.
Shares are transferable, but existing shareholders have a pre-emptive right if not provided otherwise by the memorandum of association.
The memorandum of association may establish that the disposal of a share to persons other than shareholders requires the consent of the majority or all of the company’s shareholders and set out the conditions for the issue of such consent. If no shareholder is prepared to buy the share and the shareholders have not given their consent to the transfer of the share to a person who is not a shareholder, the shareholder may withdraw from the company.
The disposal of a share requires a contract to be drawn up in the form of a notarial record.
Managers
A limited liability company has one or more managers (directors) appointed by the shareholders 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.
A limited liability company that is a public interest entity (for example, a company whose securities are traded on a regulated securities market or a company subject to a statutory audit in which the state or municipalities, jointly or severally, directly or indirectly, hold majority ownership) must have a supervisory board and an audit committee, appointed by the supervisory board.
A limited liability company that is a public interest entity and either meets the criteria for a medium-sized company and is a subsidiary, or is, as a subsidiary, related to another company through a control agreement if in both cases the audit committee's tasks are performed by the parent company's audit committee, is not obliged to have a supervisory board.
In limited liability companies, where the supervisory board is not mandatory according to the Companies Act, the memorandum of association may provide that the company shall have a supervisory board.
The provisions governing the supervisory board of a joint-stock company also apply mutatis mutandis to the supervisory board in a limited liability company unless otherwise provided by the memorandum of association.
There are no restrictions on the residence or nationality of board members.
Shareholders’ meeting
The main body of a limited liability company is the shareholders meeting. Normally, each shareholder has one vote for each EUR 50 of their contribution, although the memorandum of association may provide differently. A shareholders meeting may be called by the manager/s 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 the managers’ work, capital increases/decreases and other matters provided by the law or the memorandum of association. The shareholders meeting adopts its decisions by ordinary majority vote, except where provided by the memorandum of association and the law (statutory changes, capital alterations, dissolution), where a 75% majority is required.
Conflicts of interest and consent for certain transactions
If a limited liability company meets the criteria to be classified as a medium-sized or large company, the consent of the supervisory board is required for transactions carried out by the company with its manager, the procurator or their family members.
If the company has a supervisory board, its consent is also required for transactions of the company involving a member of the supervisory board or their members of their family.
If the company does not have a supervisory board, the general meeting decides on the consent.
This requirement does not apply to transactions in the ordinary course of the company's activities and under normal market conditions (unless the articles of association provide otherwise) or to companies whose securities are not traded on a regulated market if the managers, the procurator, members of the supervisory board and their family members are the sole shareholders.
A limited liability company is dissolved when the term of its duration has expired; upon a decision of the shareholders 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 has been inactive for more than 6 months; mergers and amalgamations or a transformation to another corporate form; or reduction of capital below the prescribed minimum.
Sole trader
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 be entered in the Slovenian Business Register.
A sole trader registers with AJPES on-line using a qualified digital certificate, or in person at SPOT (Slovenian Business Point). They must obtain a Slovenian tax number at the FURS and Slovenian ID number (EMŠO) at an administrative unit prior to registration.
Registration is completed within 1 hour. The one-stop shop provides all information and assistance needed 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.
Branch
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 Directive 2013/34/EU. Otherwise, it will have to prepare its own annual report in accordance with these requirements.