Mergers and Acquisitions in Slovenia
Mergers and Acquisitions in SloveniaUpdated on Friday 05th June 2015
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Company mergers and acquisitions in Slovenia are regulated by the Companies Act, the Takeovers Act and the Financial Instruments Market Act. Other specific provisions may be found in the Slovenian Labor Law or in the Competition Act. Our Slovenian lawyers are highly qualified and can offer you specific business solutions if you want to purchase or take over a company in Slovenia.
The types of companies that can be set up in Slovenia are limited liability companies, joint stock companies, general partnerships, limited partnerships and partnerships limited by shares. Different provisions apply for the minimum share capital and the liability of the shareholders. A merger or an acquisition in Slovenia will be handled according to the type of company. For example, company acquisitions are only available for public companies which have their shares listed. Special provisions apply to non-listed companies.
Provisions for mergers and acquisitions in Slovenia
In general, foreign investors who want to purchase a company in Slovenia are treated the same way as Slovenian nationals. Certain authorizations issued by the competent Slovenian authorities may be needed for mergers and acquisitions in some specific investment fields. Our lawyers in Slovenia can offer you in depth information about business sectors that are subject to additional rules and regulations for mergers and acquisitions.
Investors who want to acquire a Slovenian company can do so by purchasing shares, by a takeover, a merger or de-merger or by concluding a management agreement with the company. The investor obtains the majority of voting shares. Our Slovenian law firm can provide complete legal advice and assistance for a merger or acquisition transaction in Slovenia.
Concluding a merger or acquisition in Slovenia
Depending on the type of legal entity and other issues, a merger or acquisition procedure in Slovenia requires the completion of several important steps. A time-span of approximately 60 days should be considered when deciding to initiate a takeover procedure in Slovenia.
Some of the most important documents required for a merger in Slovenia are: transformation plans (if applicable), transformation agreements, reports from the company’s management body and from the financial auditor, necessary approvals from the competent public authorities (if applicable).
Slovenian employees generally remain within the company after a takeover and the new company owner may not amend the provisions of the existing employment contracts. In case of mergers, the new owner is liable for the obligations assumed by the employer under the employment agreements.
Our law firm in Slovenia can help you if you want to purchase an existing company in Slovenia. Contact us for more information and complete due diligence services.