Company Liquidation in Slovenia

Updated on Wednesday 18th January 2023

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How can a company be liquidated in Slovenia?

The decision of company liquidation can be taken by the general meeting of the shareholders, the general members of a partnership or by the competent court in Slovenia due to many reasons such as the expiration of the availability term, the non-activity for a period of more than a year, the reduction of the capital below the limit stipulated by the law.

The company may also be liquidated due to mergers or if the decision was taken by at least three quarters of the members of the company. The articles of association may stipulate other reasons for company liquidation in Slovenia and our team of Slovenian lawyers can advise on other reasons related to the liquidation of a company.

What are the steps for company liquidation in Slovenia?

The act on which the process is based is the liquidation resolution which contains a set of information, such as the name and address of the company, the body that took the liquidation decision, the address where all the claims must be deposited, the time limit for depositing them (cannot be shorter than 30 days since the decision is published) and the name and address of the liquidator. Companies in the process of liquidation dealing with import-export activities will lose their EORI number, which is required for customs activities.

The video below offers further information on the company liquidation in Slovenia:

The document must be deposited before starting the process at the Registry. Each communication made by the company must state, from the moment of publication, besides its name, the addition “in liquidation”. An individual is appointed to take care of the process, named liquidator. He/she is usually a former member of the management structure. He/she can be dismissed and replaced by a court’s order in case of a valid petition submitted by a debtor or a creditor.

The responsibilities of a Slovenian liquidator

The liquidator must send a notification to all known creditors to register their claims within a specific timeframe (not less than 30 days from the day on which the invitation was recorded) and the person is in charge with a set of activities, such as the following:

• appoint an individual to take care of company’s books and official documents after the liquidation;
• cover the company’s claims and recover the company’s debts;
• elaborate all the necessary documents for liquidation, such as the balance sheet and various reports;
• coordinate any business activity and register the liquidation ending to the competent authorities.

After covering the creditor’s claims, the Slovenian entrepreneurs can choose to continue with the business and cancel the process by delivering a written notification to the Registry, signed by all the shareholders or the general members of the partnership. If not, the process of company liquidation continues by elaborating a new report related to the process and the way the remaining assets should be divided.

If it is approved, the process of distribution of assets shouldn’t take longer than 30 days. After that, the liquidator must notify the Registry to delete the company, he/she is released from its function and the company is officially not allowed to perform any activities under the previous name.

Besides the above procedure, the Slovenian investors may opt for a simplified company dissolution procedure. In this case, the dissolution is based on the general meeting decision and the liquidation process is not necessary, but only if certain information is known such as all the names of the creditors and the value of the liabilities which needs to be covered.

How long does it take to liquidate a company in Slovenia?

The process of company liquidation depends on many factors such as the value of the claims, the available amounts necessary to cover these claims, the degree of knowledge of the company’s creditors. It may take several years or, in case of the simplified company dissolution procedure, may take a few months.

When is it necessary to close a business in Slovenia?

As mentioned at the beginning of the article, there are several situations in which a company can be closed down. The liquidation of a company in Slovenia can be started through voluntarily or compulsory liquidation; the first type of liquidation is requested by the company’s representatives, following the requirements imposed by the Companies Act.

The latter type of liquidation procedure is requested by a local court in Slovenia and it is implemented following the regulations prescribed by the Compulsory Composition, Bankruptcy and Liquidation Act. At the same time, the Slovenian legislation on the matter prescribes a specific type of liquidation procedure available for small companies, which is represented by the summary procedure. In this case, the procedure is started by the company’s representatives through a notary in Slovenia.

In order to prevent bankruptcy, companies may enter compulsory composition, a procedure which can be handled only through the supervision of a court. This procedure involves signing an agreement regarding the reduction of the amount of liabilities and an extension on the deadline for the payment of such liabilities to the company’s creditors. The Companies Act prescribes regulations regarding the liquidation of a sole trader as well and our team of lawyers in Slovenia can provide further information on this matter.

For more details regarding the liquidation of a company, you may contact our law firm in Slovenia. Our attorneys have the necessary expertise in the field to represent local and foreign investors in all the procedures involved in this case and they may also assist on the legislation in the field. Investors can also request information on how to register for VAT in Slovenia, which can be done for legal entities or natural persons.

Please mind that the VAT registration procedure is mandatory in the case in which you will relocate a business here or you will expand your business activities in this country.

For those who want to expand a business on the Slovenian market, our lawyers can provide legal assistance on immigration to Slovenia, as this step can be necessary for many third country nationals.

Persons who will immigrate here can receive legal advice on numerous matters regulated under the immigration law.

Our team can present the visa options a foreigner has, the type of residence permits one can receive, as well as the necessary information for Slovenian citizenship, which can be obtained only in certain situations (generally, through the process of naturalization).

In Slovenia, just like in other European countries, residency requirements appear after spending 90 days on the territory of the country.

The need to apply for residency in Slovenia is imposed to all persons who are not Slovenian nationals or residents, regardless of their country of residence. This is also required for EU citizens and their family members who will arrive here.