Slovenia - Using an Agent to Sell US Products and ServicesSlovenia - Using an Agent
A carefully selected local agent or distributor may be cheaper and more efficient than direct sales by a U.S. exporter unfamiliar with Slovenia’s market. The U.S. Embassy in Slovenia can assist American companies in screening potential Slovenian partners. More information on how the U.S. Embassy can help companies seeking to do business in Slovenia is available at http://export.gov/slovenia/.
Late payments to suppliers are not uncommon in Slovenia. U.S. firms are advised to obtain a confirmed irrevocable letter of credit when conducting business with a new local partner. Credit rating agency Bisnode, phone: +386-1-080-3903; mail: info.si@bisnode.com) or the Chamber of Commerce and Industry of Slovenia (email: info@gzs.si, phone: +386-1-5898-000; fax: +386-1-5898-100, attn: INFOLINK Office) may be helpful in assessing the creditworthiness of a potential local partner.
Well-known American companies with a local agent/distributor or representative offices include Goodyear, Merck, Sharp & Dohme, Coca-Cola Amatil, UPS, IBM, Nike, DHL, Philip Morris, Oracle, 3M, McDonald’s, Microsoft, Pfizer, Wrigley, Deloitte, Cisco, Chrysler, Ernst & Young, Johnson & Johnson, Masterfoods, Proctor & Gamble, Schering Plough, and Eli Lilly.
In Slovenia, non-citizens may establish any legal organizational structure described in the Companies Act, including limited-liability companies, joint-stock companies, limited partnerships with share capital, limited partnerships, general partnerships, and silent partnerships. Non-citizens may be exclusive or part owners of such companies.
All companies registered in Slovenia acquire the status of a legal person upon entry into the court register. Prior to entry into the court register, a number of formalities must be performed. In some instances, it may be beneficial to consult a lawyer early in the process to avoid difficulties that may arise while establishing a company, from adopting the memorandum and articles of association to certification by a notary public and entry into the court register.
Foreign-owned companies have the same rights, obligations, and responsibilities as domestic companies conducting business in Slovenia. On entry into the court register, a foreign-owned business becomes a Slovenian legal entity, regardless of the origin of its capital. The same principles of commercial enterprise, free operation, and national treatment apply to the operations of foreign as well as domestic companies. Basic rights of foreign and domestic companies are guaranteed by the Companies Act and the Law on Foreign Transactions, including:
• the right to manage or participate in the management of companies in proportion to invested funds;
• the right to transfer contractual rights and obligations to other foreign and domestic natural and legal persons;
• the right to participate in profits in proportion to invested funds, and the right to free transfer and reinvestment of profits;
• the right to recover investments in companies and their share in net assets after the dissolution of companies.
Certain commercial activities, such as road transport, catering, and other professions, require government certification. Find more detailed information on the types of legal entities in Slovenia.
Companies intending to enter into distribution, franchising, and agency arrangements must ensure the agreements they put into place are in accordance with EU and member state national laws. The EU’s Council Directive 86/653/EEC establishes certain minimum standards of protection for self-employed commercial agents who sell or purchase goods on behalf of their principals. The Directive establishes the rights and obligations of the principal and its agents, the agent’s remuneration, and the conclusion and termination of an agency contract, including the notice to be given and indemnity or compensation to be paid to the agent. U.S. companies should be particularly aware that the Directive states that parties may not derogate certain requirements. Accordingly, European courts will likely rule invalid the inclusion of a clause specifying an alternate body of law to be applied in the event of a dispute.
The European Commission’s Directorate General for Competition enforces legislation concerned with the effects “vertical agreements” on competition in the internal market. U.S. small- and medium-sized companies (SMEs) are exempt from these regulations because their agreements generally qualify as "agreements of minor importance," meaning they are considered incapable of affecting competition at the EU level but are useful for cooperation between SMEs. Generally speaking, companies with fewer than 250 employees and an annual turnover of less than €50 million are considered small- and medium-sized undertakings. In addition, the EU has indicated that agreements affecting less than 10 percent of a particular market are generally exempt from such regulations as well (Commission Notice 2001/C 368/07).
EU Directive 2000/35/EC addresses issues regarding payment delays in regard to all commercial transactions within the EU, public or private. Consumer transactions do not typically fall within the scope of this Directive. When a seller does not receive payment for goods and services rendered within 30 days of the payment deadline, EU Directive 2011/7/EU entitles the seller to collect interest at a rate of eight percent above the European Central Bank rate as well as EUR 40 as compensation. For business-to-business transactions, a 60 day period may be negotiated subject to conditions. The seller may also retain the title to goods until payment is completed and may claim full compensation for all recovery costs.
Agents and distributors of companies registered in the EU and subjected to inefficient management by an EU institution or body may take their complaints to the European Ombudsman. The Ombudsman acts upon such complaints by investigating cases in which EU institutions fail to act in accordance with the law, fail to respect the principles of good administration, or violate fundamental rights. In addition, SOLVIT, a network of national centers, offers online assistance to citizens and businesses who encounter problems with transactions within the borders of the single market. More information on this topic. 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.
Late payments to suppliers are not uncommon in Slovenia. U.S. firms are advised to obtain a confirmed irrevocable letter of credit when conducting business with a new local partner. Credit rating agency Bisnode, phone: +386-1-080-3903; mail: info.si@bisnode.com) or the Chamber of Commerce and Industry of Slovenia (email: info@gzs.si, phone: +386-1-5898-000; fax: +386-1-5898-100, attn: INFOLINK Office) may be helpful in assessing the creditworthiness of a potential local partner.
Well-known American companies with a local agent/distributor or representative offices include Goodyear, Merck, Sharp & Dohme, Coca-Cola Amatil, UPS, IBM, Nike, DHL, Philip Morris, Oracle, 3M, McDonald’s, Microsoft, Pfizer, Wrigley, Deloitte, Cisco, Chrysler, Ernst & Young, Johnson & Johnson, Masterfoods, Proctor & Gamble, Schering Plough, and Eli Lilly.
In Slovenia, non-citizens may establish any legal organizational structure described in the Companies Act, including limited-liability companies, joint-stock companies, limited partnerships with share capital, limited partnerships, general partnerships, and silent partnerships. Non-citizens may be exclusive or part owners of such companies.
All companies registered in Slovenia acquire the status of a legal person upon entry into the court register. Prior to entry into the court register, a number of formalities must be performed. In some instances, it may be beneficial to consult a lawyer early in the process to avoid difficulties that may arise while establishing a company, from adopting the memorandum and articles of association to certification by a notary public and entry into the court register.
Foreign-owned companies have the same rights, obligations, and responsibilities as domestic companies conducting business in Slovenia. On entry into the court register, a foreign-owned business becomes a Slovenian legal entity, regardless of the origin of its capital. The same principles of commercial enterprise, free operation, and national treatment apply to the operations of foreign as well as domestic companies. Basic rights of foreign and domestic companies are guaranteed by the Companies Act and the Law on Foreign Transactions, including:
• the right to manage or participate in the management of companies in proportion to invested funds;
• the right to transfer contractual rights and obligations to other foreign and domestic natural and legal persons;
• the right to participate in profits in proportion to invested funds, and the right to free transfer and reinvestment of profits;
• the right to recover investments in companies and their share in net assets after the dissolution of companies.
Certain commercial activities, such as road transport, catering, and other professions, require government certification. Find more detailed information on the types of legal entities in Slovenia.
Companies intending to enter into distribution, franchising, and agency arrangements must ensure the agreements they put into place are in accordance with EU and member state national laws. The EU’s Council Directive 86/653/EEC establishes certain minimum standards of protection for self-employed commercial agents who sell or purchase goods on behalf of their principals. The Directive establishes the rights and obligations of the principal and its agents, the agent’s remuneration, and the conclusion and termination of an agency contract, including the notice to be given and indemnity or compensation to be paid to the agent. U.S. companies should be particularly aware that the Directive states that parties may not derogate certain requirements. Accordingly, European courts will likely rule invalid the inclusion of a clause specifying an alternate body of law to be applied in the event of a dispute.
The European Commission’s Directorate General for Competition enforces legislation concerned with the effects “vertical agreements” on competition in the internal market. U.S. small- and medium-sized companies (SMEs) are exempt from these regulations because their agreements generally qualify as "agreements of minor importance," meaning they are considered incapable of affecting competition at the EU level but are useful for cooperation between SMEs. Generally speaking, companies with fewer than 250 employees and an annual turnover of less than €50 million are considered small- and medium-sized undertakings. In addition, the EU has indicated that agreements affecting less than 10 percent of a particular market are generally exempt from such regulations as well (Commission Notice 2001/C 368/07).
EU Directive 2000/35/EC addresses issues regarding payment delays in regard to all commercial transactions within the EU, public or private. Consumer transactions do not typically fall within the scope of this Directive. When a seller does not receive payment for goods and services rendered within 30 days of the payment deadline, EU Directive 2011/7/EU entitles the seller to collect interest at a rate of eight percent above the European Central Bank rate as well as EUR 40 as compensation. For business-to-business transactions, a 60 day period may be negotiated subject to conditions. The seller may also retain the title to goods until payment is completed and may claim full compensation for all recovery costs.
Agents and distributors of companies registered in the EU and subjected to inefficient management by an EU institution or body may take their complaints to the European Ombudsman. The Ombudsman acts upon such complaints by investigating cases in which EU institutions fail to act in accordance with the law, fail to respect the principles of good administration, or violate fundamental rights. In addition, SOLVIT, a network of national centers, offers online assistance to citizens and businesses who encounter problems with transactions within the borders of the single market. More information on this topic. 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.