A D.O.O (družba z omejeno odgovornostjo) represents the limited liability company and it is the most popular form a business may take in Slovenia because of the advantageous conditions offered by it. It’s based on a share capital of 7,500 Euro and can be formed by at least one shareholder. Businessmen who intend to open such a company in Slovenia should know that any shareholder of a D.O.O must pay at least 50 Euro at formation. The minimum share capital must be deposited in a bank account.
The maximum number of shareholders can exceed 50 only with a special permission from the Ministry in charge for economic affairs and our company formation consultants in Slovenia can help you obtain it.
The registration procedure of a limited liability company in Slovenia is based on the Articles of Association. The Articles must contain the following information: details regarding the founders (name, address), name and address of the company, date of expiration (if it’s a time limited company), obligations of the shareholders, details regarding the invested share capital and each member’s contribution. Drafting the articles of association of a new company is not a easy task, that is why it is recommended to ask for specialized cnsultancy from an experienced team of company formation agents in Slovenia. In case you are interested in opening a LLC in another European country, for example setting up a D.O.O. in Montenegro, we can put you in contact with our partners.
The Articles must be signed by all the founders and notarized then registered at the VEM offices. If the documents are submitted online, then a certified electronic signature is required. If the contribution to the capital doesn’t consist in cash, than the Articles must state the name of the partner who’s making that contribution and the type of the non cash parts. If the value of this type of contribution exceeds 100,000 Euros, the amount must be reviewed by a certified accountant.
The important decisions in a D.O.O are taken by the General Meeting of the Shareholders: increase or decrease the capital, the management and supervisory board appointment, the profit distribution.
A manager or more are responsible for day-to-day decisions and must be appointed by the General Meeting for a period of minimum 2 years. After this period, they might be re-elected. The residence and nationality of the managers is not mandatory to be Slovenian.
The Articles of Association may contain the reasons why a manager can be recalled. Also, a limited liability company may have a Supervisory Board, if it’s stated in the Articles of Association, but is not mandatory. If you need more details about the characteristics of a limited liability company, our company formation consultants in Slovenia are at your disposal.
A limited liability company in Slovenia can be liquidated in the following situations: the time stated in the Articles of Association expires, if at east three quarters of the members vote this decision (in the Articles of Association a larger majority may be established), in case of bankruptcy, if the Court decides so, if the capital is reduced below 7,500 Euro, if the company is merged with another one.
If you need professional company formation assistance for establishing a D.O.O in Slovenia or any other type of company, feel free to send us a detailed e-mail about your project. Our Slovenian company formation agents will respond you with a customized offer as fast as possible.