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Company Registration in Slovenia

Updated on Tuesday 19th May 2020

Our incorporation experts provide company formation services in Slovenia for foreign and local investors. An entrepreneur can find Slovenia to be an excellent investment destination. There are many forms a business may take in this country and since the e-VEM one-stop-shop portal is functional, the company registration process in Slovenia doesn’t take longer than a few days.
 
 
The main actions an investor must take before opening a company in Slovenia are drafting the articles of association, finding a business office, hiring an accountant and opening a bank account and others. These are just some of the registration steps one must conclude when opening a company in Slovenia and for more information regarding this process, we invite you to address to our team of consultants in Slovenian company formation. In case you need reliable legal services, we recommend our partner law office in Sloveniawhich can provide local legal assistance to foreign investors. 

 

Types of business entities in Slovenia

 

When the entrepreneurs have available at least EUR 7,500 and will run a small or medium business, with no more than 50 shareholders, it is advisable to open a Slovenian private limited liability company (D.O.O), which has this name due to the fact that its basic characteristic is that its shareholders have limited liability for the company’s debts, which is limited to their capital contribution.
 
One manager can be appointed to take the daily decisions but in matters related to the increase or decrease of capital, the articles of association’s amendments, transformation or liquidation, the general meeting of the shareholders is the highest body where the company’s major decisions are taken.
 
If the Slovenian or foreign entrepreneurs can dispose of a higher amount regarding the share capital (at least EUR 25,000) they can open a Slovenian joint stock company - Slovenian A.D. The number of shareholders can be higher than 50, unlike the private limited liability companies, and their liability is also limited by their contribution to the capital. 
 
The daily management can follow the one-tier model (assured by a management board) or the two-tier model (assured by a management board and a supervisory board) with members invested for a period of at least six years. The major decisions are also taken by the general meeting of the shareholders.
 
At least two partners can form a Slovenian general partnership, fully liable for the company’s liabilities. No minimum share capital is necessary for this type of business but in case of liquidation the partners’ assets can be used to cover the liabilities. The partners have to respect a set of rules, established in the partnership agreement. All the partners can be part of the management.
 
Another form of partnership, the Slovenian limited partnership, is formed by a silent partner, who must bring a contribution in the entity and  who is liable for the company’s debts in the limit of his or her contribution, and a general partner with unlimited liability in the partnership.
 
Only the general partners can take all the management decisions and in the case they can no longer represent the respective business, it will be dissolved. A Slovenian limited partnership by shares is formed by at least five members in Slovenia. The liability of the members is determined by the contribution to the capital. Our experts in company registration in Slovenia can help you select the most suited company type for your business objectives. They can also help you in case you are interested in setting up a compay in France by putting you in contact with our partners.
 

Why open a limited liability company in Slovenia? 

 
The limited liability company  in Slovenia provides a set of advantages. It is designed to assist the needs of investors who want to start small and medium-sized companies (SMEs) and, considering that most of the businessmen open companies that qualify as SMEs, the limited liability company is a very popular business form selected for incorporation. 
 
An advantage of this structure is the small capital requirement, but also the limited liability for the company’s founders. This company type can be incorporated in Slovenia by foreigners as well and it is important to know that the procedure for Slovenian company formation for this company type is the same for both local and foreign investors, as long as the foreigners are citizens of the European Union, the European Economic Area or the Swiss Confederation. 
 
When starting this company type, investors can benefit from two types of registration procedures – a simplified procedure or a complex procedure, which is done through a local public notary. This business form provides additional advantages; for example, through a limited liability company, its founders can obtain bank loans or can apply for grants. Financial institutions usually prefer to collaborate with corporate entities and these advantages can’t be offered to sole traders.  
 
The Slovenian limited liability company can be used for carrying most of the economic activities that are prescribed under the local legislation. Depending on the sector in which the company will activate, investors might also need to apply for business permits and licenses with the local institutions.  
   

What is a Slovenian sole trader? 

 
The Slovenian sole trader represents the simplest way to start a business in this country; it is important to know that it does not represent a business form in itself (it is not seen as a legal entity under the local legislation) due to the fact that there is no legal distinction between the owner of the business and the company itself. 
 
In terms of taxation, the sole trader is taxed following the personal income tax rates applicable to natural persons, which are imposed on a progressive system. The advantage of the sole trader is that it benefits from a simple and fast registration procedure, free of charge; more importantly, throughout the financial activity of the business, the investor will need to conclude basic accounting procedures, unlike other business entities that can be set up here. 
 
When opening a company in Slovenia operating as a sole trader, the investors will need to provide only few documents, as follows: a valid personal identity document, the Slovenian tax number of the person and the personal identification number. Please note that the Slovenian legislation allows the modification of this company type into a corporate body. 
 
This can be done in the case in which the activities of the sole trader expand. If so, the owner of the business will run the risk of being personally responsible for any debts the company will have and in this case, in order to limit this risk, the sole trader can be changed into a limited liability company, for example. There is a separate procedure that should be completed in this case, which can be presented at length by our team of consultants in company registration in Slovenia
 
The registration of a sole trader in Slovenia is not limited only to the citizens of the country. Thus, foreigners living in Slovenia, interested in starting a local business, can also register a sole proprietorship. This right is granted to the citizens of the European Union, the European Economic Area or those of the Swiss Confederation. 
 
In all other cases, it is legally required to be the holder of a residence permit issued in Slovenia in order to register this company type. Please note that the foreigner must be the holder of the residence permit for at least one year at the moment when he or she applies with the local institutions for the registration of a Slovenian sole trader.  
 

Steps for company formation in Slovenia 

 
Some of the first steps related to the procedure of company formation in Slovenia are presented below; our team of consultants in company registration in Slovenia can offer step-to-step legal representation on the aspects presented in this list and can also offer information on the documents investors must submit when dealing with a specific incorporation procedure: 
 
  • decide upon the legal entity of the company (common options are the limited liability company and the public limited company);
  • obtain a tax identification number in Slovenia, in the case in which the company’s owners are foreigners;
  • set up a company name following the legal requirements available in Slovenia;
  • open a corporate bank account and deposit the minimum share capital required for the selected legal entity;
  • draft the company’s bylaws and sign them in front of a public notary;
  • register with the Agency of the Republic of Slovenia for Public Legal Records and Related Services (AJPES)
  • select the business activities that will be developed through the Slovenian company, following the Standard Classification of Activities (SKD). 
 

 

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Incorporation procedure in Slovenia

 
All the entities must begin the process of incorporation of a company in Slovenia by drafting a foundation act and the articles of association for limited liability companies or a company charter for joint stock companies. In these documents are stipulated the name of the company, its registered address, its structure, details regarding the shares and stocks, details regarding the capital, information regarding the members and their rights, information regarding the process of transformation and liquidation.
 
Opening a bank account is also an important step in the Slovenian company formation procedure. The minimum share capital for a limited liability company in Slovenia is EUR 7,500 while for a Slovenian joint stock company the minimum share capital is established at EUR 25,000 and at least one quarter of this amount must be deposited in the newly opened bank account. The capital can be constituted by cash or in assets. 
 
The process of company formation in Slovenia was simplified through the implementation of the e-VEM one stop shop. After taking the above steps (drafting the incorporation documents and opening a bank account), the entity’s representatives must visit the VEM entry point and deposit the necessary documents for incorporation, such as the application for registration and the founding documents, along with the bank certificate related to the capital deposit.
 
The documents can be signed with a certified safe electronic signature. If necessary, the office can help the applicant with drafting the articles of association and the proposition for company registration. The one stop shop will publish the newly formed company’s information on the e-VEM portal; it will register the entity with the Statistical Office of Slovenia and with the tax administration, as well as with the Health Institute.
 

Costs for forming a company in Slovenia 

 
When opening a company in Slovenia investors should also calculate the overall costs that are involved in this procedure. The value that must be invested is influenced, of course, by the type of company that is selected for incorporation. The main costs associated with the registration of a Slovenian company are the following: 
 
  1. registration fee: the registration procedure with the e-VEM (now currently divided between SPOT and EUGO portals) is free of charge;
  2. virtual office cost: through the services of a virtual office, investors can obtain a business address at a price of approximately EUR 30/month;
  3. minimum share capital: the share capital for a limited liability company is established at EUR 7,500;
  4. company formation fee: investors can receive professional assistance at a competitive price, of approximately EUR 589;
  5. accounting cost: our specialists can offer corporate tax assistance and bookkeeping services and the cost is of approx. EUR 50/month. 
 
 

Are there any other requirements when starting a Slovenian business? 

 
Besides the above mentioned aspects, when opening a company in Slovenia, the investors will need to take into consideration other compulsory aspects, as requested under the Companies Act, the main legal document referring to the registration of a business in this country (a document that is harmonized following the European legislation on the matter). Investors should also consider the following: 
 
  • choose a company trading name – the company’s name has to be unique at the level of Slovenian territory;
  • appointing a director – a requirement which is imposed to all the business forms presented above (however, this is not required in the case of a sole trader);
  • establish a business address – a procedure that should be completed prior to starting the registration procedure itself;
  • select the company’s business activities – although in most cases, there aren’t any special conditions, several business fields can require business permits and licenses
 

Economy overview in Slovenia

 
Considered an excellent holiday destination, Slovenia also offers numerous opportunities for the investors. Member of European Union (EU) since 2004, Slovenia has signed many treaties in the attempt of attracting investments (for example, the double tax treaties are signed with more than 45 partner countries).
 
The country is oriented to foreign direct investments, offering various types of investment programs and incentives that can depend on the investment sector selected by the businessmen, as well as on the region in which they will invest. It is important to know that companies in Slovenia can also benefit from incentives that support the development of the employment market. In the last years, the investment trends increased and the country reported the following volumes: 
 
  • foreign direct investment (FDI) accounted for $782 million (EUR 700,49 million) in 2017;
  • in 2018, the value of the FDI in Slovenia increased at $1,4 billion (EUR 1,254 billion);
  • the most important investors in Slovenia are the following: Austria (24% of all FDI), Luxembourg (13,7%) and Switzerland (10,5%);
  • the top sectors which attracted FDI in Slovenia are the following: manufacturing (35,8%), financial and insurance sector (19,4%) and wholesale and retail (17,8%);
  • in 2017, the total FDI stock accounted for $16,400 million (EUR 14,693 million);
  • at the level of 2018, the total FDI stock had a value of $16,809 million (EUR 15,059 million);
  • in 2017, Slovenia registered 19 greenfield investments, while in 2018, such projects increased at 27.  
 
 
The investors are mostly concentrated on the following sectors: services, chemicals and retail. The corporate tax in Slovenia is 19% (decreased in 2017). All foreign and local investors in need of company formation services in Slovenia are invited to contact our team of local incorporation consultants, who can advise on how to open a company in this country. CompanyFormationSlovenia.com is a part of Bridgewest.eu, an international network  which has affiliated partners throughout the world, including our partnerscompany formation agents from Poland.

 

Meet us in Slovenia

Call us now at +385 95 9981 628  to set up an appointment with our company formation consultants in Slovenia. Alternatively you can incorporate your company without traveling to Slovenia.

As a Law Firm Ivan ┼Żupan  client, you will benefit from the joint expertize of local experts and international consultants. Together we will be able to offer you the specialized help you require for your business start-up in Slovenia.

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