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Establish a Branch in Slovenia

Updated on Wednesday 29th May 2019

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Establish-a-Branch-in-Slovenia.jpgWhy open a branch office in Slovenia?

Many foreign investors choose to open a branch office in Slovenia because this structure has a simpler registration procedure compared to the Slovenian subsidiaryThrough a branch office in this country they can merchandise their goods and services in SloveniaThe main act which regulates the formation and operation of a branch in Slovenia is the Companies Act. Our specialists in company formation in Slovenia can tell you more about this law and its regulations related to the registration of a Slovenian branch office.

 

The main particularities of a branch office in Slovenia
 

A branch opened in Slovenia doesn’t have a legal personality and the full responsibility for its action is taken by the foreign company. This is the reason why many of the important decisions that have to be taken by the branch must first receive the approval of the parent company. Buying shares from a local company or another branch is possible only after the approval of the foreign company.
 
Another characteristic of the Slovenian branch is that even though it has to keep separate financial accounts, every year it must deposit to the Slovenian authorities the statements of losses and profits and the balance sheet of the parent company. The branch’s capital is provided by the parent company and if a list of assets is requested, the branch must also include the foreign company’s assets. The name of the branch registered in Slovenia cannot be different from the one of the parent company and must include the termination “podruznica”.


The registration procedure of a branch in Slovenia

The process of registration is one of the simplest available at the level of Europe because of the electronic system adopted by the Commercial Registry. In only one week, a branch may begin performing commercial activities in the name of the foreign company. Our team of consultants in company registration in Slovenia can assist with advice on the procedures imposed by the local Commercial Registry.
 
The application for registration of a Slovenian branch must contain relevant data on the foreign company (an extract from the foreign trade register where is stipulated the date of registration and company’s details, the certificate of registration and the articles of association) - all three must be notarized in the foreign company and accompanied by a Slovenian translation.
 
It is also necessary to provide a list with the members of the company's management and supervisory board, the type of business performed and the type of company, the name and the registered address) and details regarding the branch (the name of the branch, the minute of the meeting where the decision of incorporation was taken, the name of the person in charge with the registration, the name and personal details of the person in charge with the branch's activities).

 

What are the steps for opening a Slovenian branch? 

 
Although the procedure of company formation in Slovenia for a branch office is rather simple compared to the registration of a subsidiary, the company’s representatives will have to provide a wide range of documents (some of them mentioned above) and to perform specific steps, in a given order. Our team of consultants in company registration in Slovenia can advise on the entire procedure, which is comprised of steps such as:
 
  • the registration of a Slovenian branch office can be done through a public notary in Slovenia;
  • the branch office is legally required to obtain a tax identification number in Slovenia;
  • the parent company needs to provide a business report containing information on its last financial year;
  • the parent company must also provide details on its corporate bank account, including on the currency in which it operates;
  • in the case in which the parent company’s statutory documents do not provide information on the company’s tax number and its business activities, the applicants have to give separate details concerning these matters;
  • the parent company must also present information on the legal entity under which it operates in the foreign country;
  • information concerning the person who will be authorized to represent the local branch office
 
As a general rule, the registration of a branch office in Slovenia can be completed in a period of maximum 14 days, the average time being of approximately one week. After the registration period is over, the company’s  representatives can set up a corporate bank account registered at a local bank. Foreign investors must know that separate registration conditions apply for companies that are registered outside the European Union (EU). 
 
Thus, a non-EU company wishing to set up a Slovenian branch office may opt to do so only in the case in which it has been registered in its home countries for a period of minimum two years. As presented above, the main legal act which regulates the activity of Slovenian branch offices is the Companies Act, but these entities are also regulated under the Eleventh Council Directive 89/666/EC (it provides the legal framework on disclosing various company information). Our team of specialists in company registration in Slovenia can offer further information on the provisions of these rules of law. 
 

What are the tax considerations for Slovenian branches? 

 
Since the branch office set up in Slovenia is registered with the purpose of carrying out commercial activities, the structure is also liable to taxation. Since this type of structure does not have a legal personality and it is legally considered a subdivision of the parent company abroad, it will not be considered a tax resident of Slovenia
 
However, the Slovenian branch office is still liable for taxation in this country, including for the payment of the corporate income tax. The corporate income tax will be calculated only for the income obtained on the Slovenian territory and the legal basis for the taxation of this structure is given by the Corporate Income Tax Act
 
When discussing the corporate income tax, local companies are required to submit tax returns, no later than 31st of March of each financial year. It is necessary to know that these documents can be submitted in an electronic format, but in order to be able to submit this type of document, the company has to apply for a digital certificate.  
 
Once the company has received its digital certificate, the company can submit various tax documents on the eTax system, which is maintained by the Ministry of Finance. The online system can be used by both legal entities and natural persons, including by sole traders.  
 
A branch office is also required to keep books of accounts following the applicable accounting standards; they are given by the International Financial Reporting Standards and the Slovene Accounting Standards; such companies have to maintain their accounting documents in the Slovenian language; our consultants can provide further information on the accounting requirements imposed to local businesses. 
 
In the case in which a foreign company wants to establish more branch offices in Slovenia, it will be necessary to appoint a legal representative for each branch, but a representative of the main branch can also be appointed to represent other local branches.  
 
All the documents must be submitted online or in person at the one stop shop (E-vem). The main advantage of registering a branch in Slovenia is that there are no registration fees and the process is very simple and quick. If you want to set up this business form, please contact our experts in company formation in Slovenia.
 

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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 Župan  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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