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Set up a D.O.O in Slovenia

Updated on Thursday 06th June 2019

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What is a D.O.O in Slovenia?

A D.O.O (družba z omejeno odgovornostjo) represents the limited liability company and it is the most popular form a business can take in Slovenia because of the advantageous conditions offered by it. It’s based on a share capital of EUR 7,500 and can be formed by at least one shareholder.
 
Businessmen who intend to open a company in Slovenia should know that any shareholder of a D.O.O benefits from limited liability for the company’s debts. 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.
 

Registering a limited liability company in Slovenia

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 an easy task, that is why it is recommended to ask for specialized consultancy from an experienced team of company formation agents in SloveniaIn 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, then 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 EUR 100,000, 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. One or more managers are responsible for the day-to-day decisions and must be appointed by the General Meeting for a period of minimum 2 years. After this period, they can be re-elected. The residence and nationality of the managers are 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.

 

What should an investor prepare for the registration of a Slovenian D.O.O? 

 

As presented above, the registration procedure is comprised of a set of legal steps and numerous documents. Thus, in order to avoid any possible delays, it is highly recommended to prepare the necessary documentation and to observe the requirements imposed in Slovenia for the registration of a limited liability company. Our team of specialists in company registration in Slovenia can provide legal representation on the following: 
 
  • as a non-resident of Slovenia, investors can easily set up a local business, but they need to apply for a Slovenian tax number prior to registering the company;
  • before registering the legal entity, the local authorities will require a set of information concerning the data of the future company;
  • thus, it is necessary to apply for a company name, which must be different than the ones of the companies that have already been registered in this country;
  • the company needs to have an official business address and the formalities for obtaining a registered office have to be done before the incorporation procedure;
  • the investors must also select the company’s object of activity which, in specific cases, may need the issuance of business license or permit

 

What should an investor know on the Slovenian D.O.O? 

 
Apart from the fact that the company’s shareholders will benefit from limited liability, that is limited to their contribution to the company’s capital, the Slovenian D.O.O. presents other relevant characteristics. For example, it can be registered with the local authorities through two types of registration procedures – a simplified procedure and a complex procedure, that is performed through a public notary in Slovenia
 
The company is charged with the corporate taxes available under the Slovenian tax law, since it develops commercial activities in this country. This business form is imposed with the corporate tax, that is applicable at a rate of 19%; at the same time, the Slovenian D.O.O. must make the necessary arrangements to keep its accounting documents following the accounting procedures available at a national level. 
 
This business form can also be ideal for applying for loans with the local banking institutions (other entities, such as the sole trader, does not benefit from this, or if it does, it can obtain a loan much harder compared to the Slovenian D.O.O.). 
 
Investors who want to open a company in Slovenia as a limited liability company can register this legal entity in a period of only one week, as long as all the documents are prepared for each registration step. This represents a short period of time, as the registration of other business structures, such as the branch office or the subsidiary require several weeks. 
 

What types of taxes are applicable to a Slovenian D.O.O.? 

 
As a commercial entity, the Slovenian D.O.O. is legally required to register with tax authorities in Slovenia and then pay accordingly. As we presented above, this business form need to pay the corporate tax, but other taxes are applicable for this structure; our team of specialists in company registration in Slovenia can offer an in-depth presentation on the requirements for registering with the following: 
 
  • value added tax (VAT) – it is imposed at the standard rate of 21%, but local businesses can also benefit from reduced VAT rates; 
  • social security contributions – paid on the salaries of the company’s employees (the company has to pay 16,1% from the value of the salary);
  • capital gains tax – it varies between 0-25% and our team of consultants in company formation in Slovenia can provide information on when a business is exempted from the payment of the tax;
  • Slovenian businesses may also benefit from tax reliefs for investments in specific sectors;
  • the tax relief can increase up to 100% provided that the investment is done in the field of research and development.
 
Additional taxes can be imposed to Slovenian businesses, but this depends on their field of activity. For example, companies that are involved in international shipping may be subjected to the tonnage tax. This type of tax can replace the corporate income tax, but several requirements have to be met in this case, which can be detailed by our team of consultants in company formation in Slovenia
 
The taxation is done taking into consideration each of the ships owned by the company, the number of days in which each ship operated and the value of each cargo (measured in tons). However, in order to benefit from this type of tax, the company need to address to the Slovenian authorities in advance. 
 

Closing a limited liability company in Slovenia

A limited liability company in Slovenia can be liquidated in the following situations: the time stated in the articles of association expires, if at least 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 EUR 7,500 or 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.

 

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 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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