Slovenia - Establishing an OfficeSlovenia - Establishing an Office
Establishing a company in Slovenia may take up to 30 days. Slovenia’s Companies Act recognizes the following types of businesses:
Partnerships (organized according to general provisions of continental law):
• Limited partnership
• General partnership
• Silent partnership
Corporate forms:
Persons wishing to establish a commercial enterprise in Slovenia may choose from the following types of business organizations:
• Delniška družba (d.d.) – a public limited company/a joint-stock company
• Družba z omejeno odgovornostjo (d.o.o.) – a company with limited liability/private limited company
• Samostojni podjetnik posameznik (s.p.) – a sole proprietorship/sole proprietor/sole trader
• Družba z neomejeno odgovornostjo (d.n.o.) – a general partnership
• Komanditna družba (k.d.) – limited partnership
• Dvojna družba – a dual-listed company
• Komanditna delniška družba (k.d.d.) – a limited partnership/partnership limited by shares (Kommanditgesellshaft auf Aktien, the German model)
• Podružnica – branch office (legally organized unit of foreign legal entity, in which the parent company is responsible for all liabilities arising from the operations of its branch)
The most common types of commercial enterprise in Slovenia are limited liability companies (d.o.o.) and joint stock companies (d.d.). Most foreign companies operating in Slovenia establish a limited liability company or a branch office in Slovenia.
Establishing a limited liability company
Founders/shareholders: Such entities have a minimum of one and a maximum of 50 shareholders. The Ministry of Economic Development and Technology must grant approval for a limited liability company to have more than 50 shareholders.
Capital: The minimum founding capital requirement for a limited liability company is EUR 7,500. Each shareholder must contribute a minimum of EUR 50. Before registration, at least 25 percent of each shareholder's cash contribution must be paid, and the sum of all paid contributions must be at least EUR 7,500. Contributions in kind must be transferred 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.
Agreements of Incorporation: A limited liability company is established through a notarized agreement on incorporation, signed by all shareholders. Agreements of incorporation may be signed by a proxy, with an appended notarized authorization.
The agreement of incorporation must include the following information:
• a list of all shareholders, including names and addresses;
• the name, address, and activities of the company;
• the amount of founding capital and a list of particular shareholders' contributions;
• duration;
• eventual liabilities of shareholders to the company other than payments of the company's contributions and liabilities to the shareholders.
Management: Management rights of shareholders are governed by the agreement of incorporation. In the absence of such provisions in the agreement of incorporation, the authority of shareholders is established by the Companies Act. The shareholders’ meeting is the limited liability company’s primary organizing body. Normally, each shareholder has one vote for each EUR 50 contributed, but the agreement of incorporation may stipulate otherwise. The agreement of incorporation may also provide for the establishment of a supervisory board. A limited liability company typically has one or more managers appointed for at least a two-year renewable mandate.
Establishment procedure:
• Preparation of articles/agreement of incorporation;
• Notarization of articles/agreement of incorporation (and decision on the appointment of managers if not included in the articles/agreement of incorporation);
• Conclusion of a deposit agreement with a domestic commercial bank to open a temporary account into which the foreigner will transfer the capital required to establish a company;
• Application for court registration must be filed by the manager and accompanied by:
• Applications for court registration of companies must be filed within 15 days of the adoption of the agreement of incorporation with the court in the location of the registered office of the company;
• After the court registration is approved, documentation must be forwarded to the Statistical Bureau to obtain an identification number;
• Production of the company's official rubber seal.
• Commercial bank order to transfer resources to the permanent account, at which time the company may freely dispose of such assets.
Dissolution:
A limited liability company may be dissolved in the following cases:
• expiration of the term of duration;
• upon a vote by three-quarters of the shareholders;
• invalidation of court registration;
• bankruptcy;
• if the capital is reduced below the level required by the law; or
• merger, amalgamation, or transformation into another corporate structure. A new company may be established by an individual or legal entity directly, by a notary, through one of the Slovenia Business Point offices, known as SPOT or VEM offices (“all in one place”), or even on the web. A list of SPOT/VEM offices
The Ministry of Interior’s web portal offers information on how to establish a company in Slovenia, including legal sources and other useful links.
Detailed information about Slovenia’s status corporation rules to establish and operate companies is located in and through Invest Slovenia.
Prepared by our U.S. Embassies abroad. With its network of 108 offices across the United States and in more than 75 countries, the U.S. Commercial Service of the U.S. Department of Commerce utilizes its global presence and international marketing expertise to help U.S. companies sell their products and services worldwide. Locate the U.S. Commercial Service trade specialist in the U.S. nearest you by visiting http://export.gov/usoffices.
Partnerships (organized according to general provisions of continental law):
• Limited partnership
• General partnership
• Silent partnership
Corporate forms:
Persons wishing to establish a commercial enterprise in Slovenia may choose from the following types of business organizations:
• Delniška družba (d.d.) – a public limited company/a joint-stock company
• Družba z omejeno odgovornostjo (d.o.o.) – a company with limited liability/private limited company
• Samostojni podjetnik posameznik (s.p.) – a sole proprietorship/sole proprietor/sole trader
• Družba z neomejeno odgovornostjo (d.n.o.) – a general partnership
• Komanditna družba (k.d.) – limited partnership
• Dvojna družba – a dual-listed company
• Komanditna delniška družba (k.d.d.) – a limited partnership/partnership limited by shares (Kommanditgesellshaft auf Aktien, the German model)
• Podružnica – branch office (legally organized unit of foreign legal entity, in which the parent company is responsible for all liabilities arising from the operations of its branch)
The most common types of commercial enterprise in Slovenia are limited liability companies (d.o.o.) and joint stock companies (d.d.). Most foreign companies operating in Slovenia establish a limited liability company or a branch office in Slovenia.
Establishing a limited liability company
Founders/shareholders: Such entities have a minimum of one and a maximum of 50 shareholders. The Ministry of Economic Development and Technology must grant approval for a limited liability company to have more than 50 shareholders.
Capital: The minimum founding capital requirement for a limited liability company is EUR 7,500. Each shareholder must contribute a minimum of EUR 50. Before registration, at least 25 percent of each shareholder's cash contribution must be paid, and the sum of all paid contributions must be at least EUR 7,500. Contributions in kind must be transferred 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.
Agreements of Incorporation: A limited liability company is established through a notarized agreement on incorporation, signed by all shareholders. Agreements of incorporation may be signed by a proxy, with an appended notarized authorization.
The agreement of incorporation must include the following information:
• a list of all shareholders, including names and addresses;
• the name, address, and activities of the company;
• the amount of founding capital and a list of particular shareholders' contributions;
• duration;
• eventual liabilities of shareholders to the company other than payments of the company's contributions and liabilities to the shareholders.
Management: Management rights of shareholders are governed by the agreement of incorporation. In the absence of such provisions in the agreement of incorporation, the authority of shareholders is established by the Companies Act. The shareholders’ meeting is the limited liability company’s primary organizing body. Normally, each shareholder has one vote for each EUR 50 contributed, but the agreement of incorporation may stipulate otherwise. The agreement of incorporation may also provide for the establishment of a supervisory board. A limited liability company typically has one or more managers appointed for at least a two-year renewable mandate.
Establishment procedure:
• Preparation of articles/agreement of incorporation;
• Notarization of articles/agreement of incorporation (and decision on the appointment of managers if not included in the articles/agreement of incorporation);
• Conclusion of a deposit agreement with a domestic commercial bank to open a temporary account into which the foreigner will transfer the capital required to establish a company;
• Application for court registration must be filed by the manager and accompanied by:
- name, registered office, and address;
- agreement of incorporation;
- list of shareholders and value of their shares;
- report on contributions in kind;
- bank receipt for capital contributions to the temporary account; and
- certified accountant's report on the value of contributions in kind.
- agreement of incorporation;
- list of shareholders and value of their shares;
- report on contributions in kind;
- bank receipt for capital contributions to the temporary account; and
- certified accountant's report on the value of contributions in kind.
• Applications for court registration of companies must be filed within 15 days of the adoption of the agreement of incorporation with the court in the location of the registered office of the company;
• After the court registration is approved, documentation must be forwarded to the Statistical Bureau to obtain an identification number;
• Production of the company's official rubber seal.
• Commercial bank order to transfer resources to the permanent account, at which time the company may freely dispose of such assets.
Dissolution:
A limited liability company may be dissolved in the following cases:
• expiration of the term of duration;
• upon a vote by three-quarters of the shareholders;
• invalidation of court registration;
• bankruptcy;
• if the capital is reduced below the level required by the law; or
• merger, amalgamation, or transformation into another corporate structure. A new company may be established by an individual or legal entity directly, by a notary, through one of the Slovenia Business Point offices, known as SPOT or VEM offices (“all in one place”), or even on the web. A list of SPOT/VEM offices
The Ministry of Interior’s web portal offers information on how to establish a company in Slovenia, including legal sources and other useful links.
Detailed information about Slovenia’s status corporation rules to establish and operate companies is located in and through Invest Slovenia.
Prepared by our U.S. Embassies abroad. With its network of 108 offices across the United States and in more than 75 countries, the U.S. Commercial Service of the U.S. Department of Commerce utilizes its global presence and international marketing expertise to help U.S. companies sell their products and services worldwide. Locate the U.S. Commercial Service trade specialist in the U.S. nearest you by visiting http://export.gov/usoffices.