Even though Slovenia is not categorized as a tax haven like other offshore jurisdictions, foreign entrepreneurs can benefit from several opportunities granted for investments from abroad. Among the multiple facilities for foreign investors, the possibility to appoint a nominee director in Slovenia is important in several circumstances, on one hand because the investor can protect his/her identity and on the other hand because, by appointing a nominee director from Slovenia, you can benefit from the services provided by a person specialized in the field of Slovenian corporate law.
In Slovenia, the term of nominee director does not appoint an individual or legal person with the single role of representing the company on papers, as it is used in other offshore countries. However, it is not unusual to appoint a nominee director in Slovenia.
A nominee director is used in offshore jurisdiction in order to protect the identity of the real owner of the company. Practically, the nominee director rents his name to a foreign (non-resident) investor for a certain fee. A nominee director in Slovenia is appointed by signing a power of attorney which gives certain rights and powers to the beneficial owner. A nominee director in Slovenia can usually sign certain documents issued by the company, but does not have access to the company’s bank account.
The most common types of entities that use a nominee director in Slovenia are banks, lender or major shareholders in a company. An essential rule consists in the fact that a nominee director in Slovenia must be a trustful person as the powers assigned are very important in the company’s activity. The nominee director shall also use the Slovenian law in the company’s advantage and must carry on all the procedures involved in a company life: registration, transformation, liquidation.
The nominee director in Slovenia also have administrative and management tasks, involving holding up a general meeting of the shareholders and accounting issues, such as company’s books, taxes and financial statements. The nominee director is also in charge for the company’s strategies, business plan, in relation with the public or private entities and in front of the law.
The Slovenian law does not provide a legal framework for appointing a nominee director, as this position is not equivalent to the one from offshore jurisdiction.
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