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Establish a Subsidiary in Slovenia

Updated on Friday 18th October 2019

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A subsidiary is one of the two forms of business that a foreign company may incorporate in Slovenia. It’s considered very advantageous because of the fast registration procedure and due to the limited liability of the shareholders. A company may be considered a subsidiary only if a large part of its capital it’s owned by a foreign company. Foreign investors interested in expanding their businesses in Slovenia can opt to do so by opening a subsidiary or a branch office in the country.

Our team of specialists in company registration in Slovenia can provide step-to-step assistance on the procedures necessary for opening a Slovenian subsidiary and can also inform on the documents that are requested for its registration. Investors can also request tax consultancy on the types of taxes available for this structure.

 

Suitable legal forms for opening a subsidiary in Slovenia

There are two types of companies that a foreign company may register in order to operate as a subsidiary. The limited liability company is a company based on a minimum share capital of EUR 7,500 and registration must be made by at least one founder.

The advantage of this type of company is that if there is only one shareholder, the registration can be performed online, while the registration of a private limited liability company with more shareholders must be made in person at one of the 200 registration offices.

The shares of this type of company are not transferable and also cannot be registered with the Stock Market. For more details about this type of company in Slovenia or for a personalized offer, feel free to ask for the help of our Slovenian company formation specialists.

The joint stock company in Slovenia is a company based on a share capital of EUR 25,000 divided into shares. The shares of this type of company are freely transferable. The management is assured by a board of management and in some cases, a supervisory board may be appointed. The members of the management or the supervisory board may be elected by the foreign company’s shareholders or stipulated in the articles of association written by them.
 

Incorporating a Slovenian subsidiary - a process described by our specialists in company formation in Slovenia

The subsidiary’s articles of association must contain information regarding the name and address of the company, the name and address of the founders, details regarding the management and the supervisory board and the duration of the company. The registration process of a subsidiary in Slovenia takes around 6 days and it’s considered one of the simplest in Europe.

The process of incorporating a Slovenian subsidiary begins with depositing the minimum share capital in a bank account and receiving a certificate of deposit. The notarized articles of association along with the certificate of deposit must be registered at the electronic one-stop-shop (VEM). Registration may be performed online only when there is only one shareholder or in person, when there are several investors. The signature specimen of the founder must be deposited if the registration is performed online.

The newly incorporated Slovenian company will receive a registration number and will appear on the AJPES website if the registration tax is paid and all the documents are properly submitted. Our company formation consultants in Slovenia can handle the entire registration procedure for you.

 

What are the reporting requirements for a Slovenian subsidiary?

 
According to the applicable legislation in Slovenia, a subsidiary is considered a separate legal entity than its parent company, although the parent company owns shares in the company. This means that the company will be able to take its management decisions without the prior approval of the parent company. At the same time, the subsidiary is liable to the Slovenian tax system, since it is incorporated under the Commercial Law in Slovenia
 
Those opening a company in Slovenia as a subsidiary must also be aware of the tax implications of this structure, as well as the accounting requirements that must be fulfilled during a financial year. Companies incorporated in Slovenia that run multiple subsidiaries in this country and outside the Slovenian territory have to comply with the Slovenian Accounting Standards. In this particular case, it is necessary to prepare consolidated annual reports.
 
Currently, the Slovenian legislation, which follows the European Directives, distinguishes between subsidiaries registered by companies registered in the European Union (EU) and subsidiaries set up by companies registered outside the EU. In the first case, the subsidiary can submit the annual report of the parent company, as these documents are generally prepared in accordance with the EU accounting regulations. 
 
In the case of a Slovenian subsidiary that is set up by a foreign company registered outside the EU, the subsidiary can submit the parent company’s annual reports only as long as they are prepared following the regulations prescribed under the EU Directives 76/660/EEC and 83/349/EEC; our team of consultants in company formation in Slovenia can present further information on other reporting requirements.  
 

Why register a Slovenian limited liability company? 

 
As we presented above, the subsidiary can take the form of a limited liability company or of a joint stock company. The limited liability is generally preferred as it provides attractive conditions for its founders and it benefits from a lower capital. Its registration can differ based on the legal nature of its founders (natural persons or legal entities). 
 
In the case in which the company’s founder is represented by a legal entity, the company must prepare the following documents for the registration of the limited liability company: an extract of the foreign company issued by the Company Register operating in the country where the parent company was incorporated and the personal documents of the founders/representatives, but the investors must also be prepared to the deposit the share capital. 
 
With regards to the taxes applicable to this company type, it is necessary to know that the entity will be charged with a set of corporate taxes, including with the corporate tax, which is applicable at a rate of 19%; our specialists in Slovenian company formation can provide an extensive presentation on the tax regulations available for this structure.  
 

What is the data on foreign companies in Slovenia? 

 
Foreign companies operating in Slovenia are major contributors to the country’s gross domestic product and they also employ a large share of the Slovenian workforce. Numerous foreign companies investing in Slovenia are from other European countries, the highest share being from countries such as Austria, Germany and Switzerland; the following data is available on foreign companies: 
 
  • at the level of 2017, foreign companies present in Slovenia accounted for 5,6% of all the companies operating here;
  • foreign companies employed 25,8% of the entire Slovenian workforce;
  • regarding their number, there were 8,018 foreign companies operating here;
  • 39% of the expenses generated by foreign companies in Slovenia was allocated to investments in research and development, as stated by the Statistics Office;
  • 90% of all the foreign companies in this country come from European countries; 
  • most of the investments in research and development (60%) were performed by foreign companies from Switzerland and Germany. 
 
 

Other aspects related to the establishment of a subsidiary in Slovenia

The registration of a Slovenian subsidiary with the Health Insurance Institute must be performed no later than five days since employing the first worker. A subsidiary opened in Slovenia may beneficiate from special tax treatment if certain conditions are met. For example, the taxation on dividends, interests or royalties paid to the foreign company is abolished or minimized based on the series of double tax treaties concluded by Slovenia.

Usually, the withholding tax on dividends is 15% for a non-treaty country. Our company registration specialists in Slovenia are at your disposal for any company formation matter. Do not hesitate to contact us. Our specialists can also provide information on the procedure of opening a Slovenian branch office, another option available for foreign companies expanding on the local market.  

 

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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