Types of Structures in Slovenia
Types of Structures in SloveniaUpdated on Monday 11th May 2020
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An entrepreneur willing to develop a business in Slovenia can choose from a wide range of company types, in accordance with the business activity and other criteria which characterize each type of structure in Slovenia. The Proprietorship (SP) is a type of structure in Slovenia often preferred to start an entrepreneurial career, mainly because there is no start-up capital required.
For incorporating a proprietorship, only one person is allowed to own the business, and therefor being the single partner of the company. There is a possibility that more entrepreneurs conclude between civil partnership agreements, which regulate the method of mutual cooperation, but such a treaty does not create a new legal entity - every entrepreneur (SP) continues to act independently in legal transactions.
The company's name is an recognizable and distinctive sign by which the trader operates legally. Its purpose is to individualize the company and it has to be clearly distinguished from other businesses. The company's name must also be an indication for the business's activity and must include the name and surname of the entrepreneur, abbreviated code that it is sole proprietor (SP), activity code and any additional details. An entrepreneur can also use his abbreviated name, which must include at least the name and designation SP.
Another important characteristic of this type of structure in Slovenia is that the entrepreneur is unlimited liable with all his assets for the company's obligation and debts. Registering a Proprietorship in the business register is simple and fast. It can be done through a web portal, e-VEM. For registering, the entrepreneur must sign a statement to declare that he/she has no outstanding accounts payable from previous businesses.
Limited liability company in Slovenia
The Limited Liability Company (LLC) is the mostly used Slovenian type of structure, as the statistics have shown that in previous years about 90% of the Slovenian entrepreneurs have chosen to open a LLC. The company may set up one or more domestic or foreign legal and natural persons.
The Limited liability Company (LLC) is an independent holder of rights and obligations in legal transactions, whereby the commitments guaranteed only up to their own property. The share capital of a limited liability company is composed of basic inputs of each shareholder and the minimum share capital is EUR 7,500, with a primary input of minimum EUR 50. The share capital can be paid either in cash, either in kind, with the mention that for kinds exceeding EUR 100,000 an auditor shall be appointed to evaluate the assets.
The Articles of Association is the most important act of a limited liability company, since it governs its operation and the relationship between the partners. This document must include several information, for example the full name and residence or business name and registered office of each shareholder, company name, registered office and activity of the company, indication of the amount of the share capital and the share of each partner, potential liabilities held by the shareholders.
Unlimited liability company
The Unlimited Liability Company is a partnership of two or more persons who are responsible for the company's obligations with all the personal assets. This Slovenian type of structure must be established by at least two domestic or foreign physical or legal persons, who decide to pursue an economic activity together. There is no minimum share capital required and the company name must contain the name of at least one member and the company mark.
A Limited Partnership is a company of two or more persons in which at least one partner is liable for the obligations of the company with all the personal assets (the general partner), while at least one of the shareholders for the company's obligations shall not be liable (the limited partner). In order to set up this type of structure in Slovenia, no minimum share capital is required.
The Articles of Association cover the mutual rights and obligations between the partners and also imposes certain limitations: the limited partner is not entitled to keep the company's business and the limited partner shall not oppose the decisions of the partners concerning the regular business.
The video below offers a short description of the Slovenian legal entities:
Joint stock company
The Joint Stock Company is a type of structure in Slovenia characterized by the fact that the company’s capital is divided into shares, in special conditions, and it represents the entity, which means that it is an independent holder of rights and obligations in legal transactions.
A Joint-stock company can establish by one or more natural or legal entities that adopt the company’s statutes (the founding act). The shareholders are not the owners of the company, but from the paid-up shares in the capital of the company and can only exercise their rights of membership and property. The minimum share capital that must be deposited in order to set up a Joint Stock Company in Slovenia is EUR 25,000. The shares can be paid in cash, in kinds or real estate, but only in an amount provided by the law.
Contact our Slovenian lawyers for further details about each company type that ca be incorporated in this country. You will benefit from professional advice and customized information.