Open a Company in Slovenia
Open a Company in SloveniaUpdated on Wednesday 14th December 2022
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The types of legal entities which may be opened in Slovenia are: the limited liability companies (D.O.O), the general partnerships (D.N.O), the limited partnerships (K.D) and limited partnerships by shares (K.D.D). Our team of lawyers in Slovenia can offer full assistance for the registration on any of the business forms mentioned above.
Besides the above mentioned business structures, foreign investors may also enter the Slovenian market through other legal entities that can better accommodate the needs of a business, depending on the invested capital and the investment plans. Foreign investors are also allowed to set up the following business forms:
- sole trader – it represents the simplest way to start a business in Slovenia, as there are no capital requirements and this structure is also available for foreigners choosing immigration to Slovenia;
- branch office – a structure which is dependent on its parent company and it can be set up by both local and foreign companies that wish to expand on the local market;
- subsidiary – it represents an entity similar with the branch office, with the difference that the subsidiary will act as an independent structure;
- the joint stock company (D.D) – the company’s capital is shared into stocks.
What are the main requirements for registering a limited liability company in Slovenia?
A maximum number of 50 individuals or corporate bodies can establish a Slovenian limited liability company with a minimum share capital of EUR 7,500; the members of the limited liability company are liable only to the extent of their contribution to the capital. The management is assured by the general meeting of the shareholders, in case of major decisions, or by at least one manager, in case of daily decisions.
What business form should an investor choose for a large investment in Slovenia?
The major businesses in Slovenia may be organized as Slovenian joint stock companies. A higher share capital of EUR 25,000 is necessary in order to start this type of business and it is important to mention that the liability of the company’s members is also limited to their contribution to the capital, as it it the case of the limited liability company. Prior to the registration of this business form, the investors have to deposit 25% of the company’s capital.
The major decisions are taken by the general meeting of the shareholders and the type of daily management can be one-tier model (assured by a management board) or two-tier model (assured by a management board and a supervisory board). The members of these authorities cannot be part of both bodies and are invested for a period of six years. Investors who want to set up this business form can address to our immigration lawyers in Slovenia for advice on the visa requirements (imposed to non-EU businessmen).
What are the minimum requirements for setting up Slovenian partnerships?
A Slovenian general partnership is formed by at least two partners, fully liable for the company’s liabilities. Unlike the above mentioned types of companies, the general partnership doesn’t need to provide a minimum share capital. The partnership is based on a set of rules, established in the partnership agreement. The management of this type of entity is made by all the general partners without restrictions and our attorneys can offer more details in this sense.
The Slovenian limited partnership is formed by a silent partner, which must bring a contribution in the entity and is liable for the company’s debts in the limit of this contribution, and a general partner with unlimited liability in the partnership. A general partner has all the decisional power, but in case of liquidation his/her personal assets are not protected.
At least five persons can establish a limited partnership by shares in Slovenia and it is important to know that their liability is determined by their contribution to the capital. Unlike the classic partnerships, the general partners cannot take all the decisional power during the general meetings of the shareholders. The partnership is also available for foreigners who opt for immigration to Slovenia and start a business venture.
What are the steps for the incorporation of a company in Slovenia?
The process of company incorporation Slovenia is one of the simplest in Europe, due to the one-stop-shop (e-VEM) where all the necessary documents can be registered in order to be recorded with all the authorities (in the Business Register, at the Tax Authorities, at the Health Institute and the Statistical Office of Slovenia). Before registering at the one-stop-shop, the legal entities must open a bank account, deposit the necessary share capital and draft the articles of association in a special form.
What documents are required for the incorporation of a company in Slovenia?
In order to incorporate a new entity in Slovenia, a set of documents must be delivered at one of the e-VEM offices - the receipt from the bank stating that the minimum share capital was deposited and the articles of association drafted in a special form. In case of a partnership, instead of the articles, the partners must deliver the partnership agreement, which is the statutory document of this business form.
How quickly can I incorporate my company in Slovenia?
The process of company incorporation of a Slovenian company requires two simple steps and only one working week before it becomes official. The procedure of company formation in Slovenia is easy to accomplish and your future Slovenian company will have all the chances of becoming renowned and successful. Please note that the procedure also requires business to conclude the VAT registration in Slovenia, if they are liable for this tax.
What types of business permits are necessary for a Slovenian company?
The Slovenian legal system offers a wide range of business permits, which can vary depending on the business activity of the respective company. Most of the businesses set up here have to obtain a type of business license or permit, while others have to receive numerous documents that will allow them to perform their operations following the legislation in Slovenia.
For example, in the case of those who run a business in their own name through a sole trader, if the main business activity represents a craft, the person might need to obtain a craft business permit, that will attest the persons’ vocational qualifications. In this sense, it will be necessary to register with the Craft Register, operating under the Chamber of Craft and Small Business of Slovenia.
Companies operating in the field of energy have to obtain an energy permit, as regulated by the Energy Act. This requirement is compulsory for businesses which are involved in the production of electrical energy that has a power of more than 1 MW and which are connected with the public electrical network.
This type of permit is also requested in the case of facilities and plants that operate as natural gas storage units, as well as for companies registered as direct supply lines. Our team of Slovenian lawyers can offer legal advice on the regulations that are addressed to energy companies.
Businessmen who want to open a pub or a bar in Slovenia must know that they will need to receive a license to protect events in bars, which means that the company’s representatives will have to hire specialized personnel (security manager, security guards) able to intervene in any unpleasant event that could occur in the premises in which the company develops its activities.
Provided that a local or foreign business is involved in any business activity that requires the handling and trading of hazardous chemical substances and materials, it will also be cumpulsory to receive a business permit; our team of Slovenian lawyers can advise on the regulations prescribed in this sense, which are regulated under the Act on Strategic Materials or Special Significance for Safety and Health, as well as the Illicit Drug Precursors Act. Our lawyers can advise on the trade regulations available for such products and can also present the requirements for EORI registration in Slovenia.
What is the purpose of the Slovenian Business Register?
The main purpose of the Slovenian Business Register is to gather information on all the legal entities registered in Slovenia, regardless if they are set up as economic entities or as non-profit entities. The institution gathers data on all types of businesses, corporate entities or partnerships and sole traders and this requirement applies to all business forms incorporated on the Slovenian territory.
The institution also stores company data on subsidiaries and branch offices registered in this country and its scope includes entities such as: legal entity governed by private law and entities governed by public law, societies, main offices of foreign companies activating in this country and natural persons.
As a general rule, the data stored on companies operating in Slovenia refers to the following: the company’s identification number, the company’s name, the company’s tax number, the details on the company’s founders (partners and shareholders) or the details of the appointed representatives (as it is the case of branch offices registered here).
Other companies that want to start business partnerships with Slovenian businesses, as well as natural persons, can verify the basic data on such companies with the Slovenian Business Register and the access to the company data is free of charge, but it is necessary to log on the portal of the institution.
How many businesses are registered with the Slovenian Business Register?
The Slovenian Business Register provides information and access to all the legal entities that operate in this country. Those who want to register a company in Slovenia, regardless of its type, can request professional assistance on the procedure from our team of lawyers in Slovenia. Currently, the institution provides the following statistics (measured at the level of 31st of December 2019):
- at the end of 2019, there were registered with the institution 473 cooperatives;
- Slovenia registered a total of 24.153 associations and 73.207 companies;
- the institution had a total of 12.676 natural persons performing regulated activities (such as independent journalists, private teachers and educators, lawyers, bailiffs and others);
- by the end of 2019, the institution accounted for 98.094 sole traders;
- it registered a total of 8.872 non-profit organizations, regulated by private law;
- it also registered 2.761 public sector entities, regulated under the public law.
What is the law regulating the Slovenian Business Register?
The Slovenian Business Register operates under the regulations of several rules of law applicable at a national level. Thus, those searching for information on local companies must know that the data provided by the institution is reliable and the documents are completed following specific procedures, regulated by a wide range of rules of law.
One of the basic rule of law under which the Slovenian Business Register operates is the Directive 2009/101/EC of the European Parliament. The Companies Act is also an important rule of law applied by the institution, which provides the legal framework for the registration requirements applicable to each company type; our team of Slovenian lawyers can present in-depth details on this subject.
The institution also applies the Court Register Act, which regulates the data entries registered with the court register, but also the procedures on the registration of such company data. It also stipulates the manner in which the AJPES administers the local court registers.
How easy is it to set up a business in Slovenia?
The process of company incorporation is among the easiest in the world, taking only one working week due to the centralized one-stop-shop. Investors must be aware that there is a minimum share capital that has to be deposited at registration, EUR 7,500 for a limited liability company and EUR 25,000 in case of a joint stock company. Our team of lawyers in Slovenia can offer in-depth assistance on the registration of the previous mentioned legal entities and may also advise on the advantages of other business structures.
How easy is it to hire personnel in Slovenia?
The workforce in Slovenia is recognized as being well trained and prepared to face any types of challenges. It is advisable to contact an employment agency in order to find the suitable candidates for the vacant places in the company. If not, other methods of finding employees are available via job websites and newspapers. The last methods are considered time consuming, but much cheaper. One can also hire foreign workforce. For information on the procedure, our immigration lawyers in Slovenia remain at your service.
Persons who are interested in immigration to Slovenia for investment purposes, or for the purpose of incorporating their own company, can apply for different types of visas addresses for these purposes.
An option in this sense is a visa that grants access to temporary residency, as long as the minimum investment is of EUR 50,000. Please mind that this option can open the legal pathway to permanent residency.
Through this visa pathway, the foreigner can also apply for Slovenian citizenship, in the case he/she wants to become a citizen. First, the businessman must become a permanent resident.
For these, the applicant must make the proof of being able to support his or her family, but also to have a good knowledge of the Slovenian language and culture. It is also mandatory to have a clean criminal record.
Please mind that if you want to apply for residency in Slovenia through this investment program, the application process can take up to 3 months.
Initially, the investor will be granted with a special short-term visa (valid for 90 days), which will grant him/her with the right to arrive here and complete various immigration procedures (such as picking up the temporary residence permit, which is valid for minimum 12 months).
What are the main points of interest for foreign investors?
Slovenia is situated in a very advantageous geographical location in Central Europe, having borders with Italy, Austria, Croatia and Hungary, and this facilitates trading relations and the communication with some of the largest markets in Europe. Various incentives are granted to the investors, such as a reduction of the usual corporate income tax rate. Companies trading goods will also have to obtain an EORI number in Slovenia.
Businessmen can also benefit from financial incentives for hiring and training or retraining people, as well as from the Grant Scheme Project, which encourages foreign entrepreneurs to make their investments here. Certain businesses opened in some regions may also benefit from special incentives, such as the businesses registered in the Pomurje region and the Bela Krajina sub-region; such incentives are provided in order to develop the economic conditions of such areas and our team of Slovenian lawyers can further advise on this matter. The membership in EU since 2004 is creating a credible image in the world and attracts foreign investments every year.
What are the advantages of a holding company in Slovenia?
A holding company is usually an instrument of having control in other companies. However, in certain situations this can become inefficient from a tax view point. One of these situations is the one when the holding company is facing the necessity of paying corporate income taxes both in the country of origin and in Slovenia.
In order to avoid this, holding companies can qualify under the regulations of the double taxation treaties signed by Slovenia, as long as the company is a resident of a country with which the Slovenian authorities have completed such an agremeent. The treaties for the avoidance of double taxation prescribe tax deductions or exemptions for a wide category of corporate taxes. For example, the withholding taxes on dividends, interests and royalties paid to non-residents are subject to a smaller or exempt withholding tax.
Slovenian businesses are regulated by the Companies Act. The act clearly specifies the rules for all economic and commercial activities in Slovenia. This includes commercial companies, sole proprietors, related parties, and subsidiaries of foreign companies. The Companies Act (ZGD -1) transposes the European Community Directives into the laws of Slovenia that all legal entities must follow. Our team of Slovenian lawyers can provide in-depth assistance on the main regulations prescribed by this act.
Types of companies subject to Company Law in Slovenia
The Companies Act in Slovenia mentions the exact activities that are subject to the country law. Generally, a company has the status of a legal person if it has a profit-oriented market activity. The types of structures that are governed by Company Law in Slovenia are of two types: partnership forms or companies limited by shares. A partnership can be an unlimited company, a limited partnership or sleeping partnership, while a company limited by shares can be a limited liability company, public limited company, or a European public limited-liability.
The mentioned types of companies subject to the Company Law in Slovenia are considered legal entities regardless if their activity is a non-profit one. They can be established by a natural or by legal person. Our team of lawyers in Slovenia can provide legal advice on the characteristics of each company types available in this country.
Method of receiving the status of legal entity in Slovenia
A company obtains the status of legal personality when it is registered into the court register of companies. However, before registration, the law specifies that the relation between the company members will be subject to partnership agreement rules. If prior to the legal registration, one or more persons act on behalf of a company, then the respective person/s has liability for the obligations of the company, with all of its assets.
If you want to open a Slovenian company, our experienced lawyers in Slovenia will guide you through the entire process. Regardless of the type of company you chose to set up in Slovenia, our Slovenian attorneys will assist you on a along run. Please address to us for more information regarding all the laws and regulations of companies within the country.
What is the structure of the Companies Act in Slovenia?
The Companies Act in Slovenia regulates all the aspects that are related to the registration and the proper functioning of a legal entity. As presented above, it defines the types of companies that can be registered here by natural persons and legal entities. The act is created in such a way that includes the European Union’s legislation concerning commercial entities. The Part I of the Slovenian Companies Act is structured as follows:
- Chapter One – general provisions and definitions that establish the notion of a legal entity;
- Chapter Two – the legal requirements for selecting a suitable trading name for a local company;
- Chapter Three – information concerning the necessary steps for setting up a registered office;
- Chapter Four – the legal representation of a company (who can represent a company and in what conditions);
- Chapter Five – trade secrets and non-compete obligations of Slovenian companies.
The first part of the Companies Act provides in-depth information on the accounting procedures that have to be implemented by a local business, the obligations to have an annual report, to appoint an auditor (and when this procedure is necessary) and numerous other important matters, which can be detailed by our team of Slovenian lawyers.
What are the regulations for closing down a company in Slovenia?
Since the Companies Act is created to cover all the aspects of a Slovenian business, the act also refers to the procedures that must be followed in the case in which the business has to be closed down due to various reasons. In this sense, investors should observe the provisions of those stipulated under the Section 4 of the Companies Act (referring to the dissolution of a company) and the Section 5 (winding-up). The provisions of the act present the following:
- a company can be terminated by a notice of one of its members or if a local court requested this procedure;
- for example, Article 105 stipulates that an unlimited company in Slovenia can be shut down by a resolution of the company’s members;
- the company may also be dissolved if it reached the expiry date stipulated in its statutory documents;
- another reason refers to the bankruptcy of the company or to the death of a member;
- other reasons besides the above mentioned can also apply and our team of Slovenian lawyers can assist with more details.
What is a suitable company name in Slovenia?
Any company that is registered in Slovenia must operate under a specific corporate name, as stipulated by the Article 12. The company’s name must also provide information with regards to the company’s object of activity. A Slovenian business entity may include in its corporate name the word “Slovenia” only if it obtains the approval of the local authorities.
At the same time, it may also include the name of a prominent personality, but in this case it is necessary to obtain the person’s approval or, if the person no longer lives, the company must obtain an approval from the person’s relatives or the local authorities, provided that there are no relatives to address to (Article 16).
Why invest in Slovenia?
Slovenia provides a set of competitive advantages related to foreign investments. Some of the country’s top investment fields are represented by the automotive industry, electrical engineering, pharmaceutical industry and the chemical industry. Relevant business opportunities are also provided by the financial sector and the services sector.
Furthermore, the local government offers incentives and assistance in order to enhance the value of a business with foreign capital operating on the local market. In this sense, it is important to know that innovation is highly sustained through various methods, in order to develop the value of small and medium sized companies operating here. In 2016, the total value of the foreign direct investments (FDI) concluded here accounted for EUR 12.9 billion, which represented an increase of 11.5% compared to the previous year.
We invite you to watch a short video about the types of companies you can open in Slovenia:
We invite you to contact our law firm in Slovenia for more details on the company formation process. Our attorneys can also offer assistance in choosing a suitable business address for the newly formed company and may advise on the business permits required here, which can depend on the company’s business activities. However if you are looking for legal consultants in other countries like Serbia, we strongly recommend our partners.