Before starting a business, the investors must decide what kind of company they can establish in Slovenia. There are five major types of companies an entrepreneur may incorporate in Slovenia: the limited liability companies, joint stock companies, general partnerships, limited partnerships and limited partnerships by shares. Our experts in company registration in Slovenia are prepared to help you form any type of company in the country.
Foreign businessmen can request company formation services for any of the above mentioned business forms, but our representatives can provide information and legal representation for companies wishing to expand on the local market through a subsidiary or a branch office, two suitable options for this particular situation.
The limited liability company - “družba z omejeno odgovornostjo”, is a company based on shares, with a maximum number of 50 shareholders. The shareholders’ personal goods are not claimed if the company cannot pay its debts. A minimum share capital of EUR 7,500 is required for starting this type of business.
If there is only a shareholder, the registration may be done online, if there are more then one, the registration must be made in person at one of the 200 registration offices. The process of company formation in Slovenia for a limited liability company isn't very complicated, however, if you desire to open your business as fast as possible it is recommended to seek the help of our incorporation agents. The LLC is also characterized by the following:
The joint stock company in Slovenia - “delniška družba”, is a company based on a higher share capital (EUR 25,000) divided into shares. The management of a joint stock company may be assured by a board of directors or by the management boards and a supervisory board.
These types of management are called one-tier model, respectively two-tier model. The general meeting of shareholders is responsible for choosing the management board or the supervisory board. The members are invested for a period of six years. A management board member cannot also be part of the supervisory board. Some of the most important characteristics of the joint stock company in Slovenia are the following:
A company ceases to exist if the term from the statute has expired, if the management board didn’t take any decision for more than a year, in case of bankruptcy, reduction of the share capital, transformation in another type of company or through a shareholders’ decision. Our company formation experts in Slovenia are also experienced in company liquidation matters and can help investors in this regard.
The Slovenian general partnership - družba z neomejeno odgovornostjo, is established by at least two partners, fully liable for the company’s debts (even with their personal goods). The name of the partnership must contain the name of a partner (or both) and the abbreviation d.n.o. A minimum share capital is not required, unlike the above mentioned types of companies. A partnership agreement may be signed between the partners. The partners have equal management power and equal liabilities, unless it’s stipulated differently in the agreement.
The komanditna družba - limited partnership, is a special type of partnership, which requires a general partner with unlimited liability and a silent partner, liable in the limit of his contribution. The minimum share capital is not required. The general partner has all the decisional power. Our team of specialists in company formation in Slovenia can assist on the following registration requirements:
The limited partnership by shares in Slovenia - “komanditna delniška družba” is a partnership based on at least five partners with voting rights according to their contribution to the capital. The general partners cannot take certain decisions during the shareholders’ meeting, such as: investing the auditors, investing new supervisory board members or recalling general partners.
A branch in Slovenia - podružnica is a company without legal personality that may conduct the same business the parent company is performing. The registration of a branch in Slovenia is based on a copy of the parent company registration documents, the order of opening a branch, a business statement for the last year of activity of the parent company and the notarized articles of association of the parent company. Our Slovenian company formation consultants can handle the entire process of opening a branch office. Some of the main characteristics of a branch in Slovenia are presented below:
Our team can also provide an in-depth presentation on the tax and accounting principles applicable to a local branch office; for example, investors should know that this business structure needs to file annual reports with the Slovenian authorities, which can be represented by the annual reports of the parent company, as long as the parent company is registered in one of the member states of the European Union (EU).
A sole trader is a way of establishing a business by a single entrepreneur. No minimum share capital is required and the investor is liable even with his own personal assets to the company’s debts. This represents the simplest way of starting a business activity in Slovenia; although the founder is personally liable for the debts of the company and there is no legal distinction between the founder the business, the company benefits from very simple accounting and registration requirements.
If you still haven't decided which company type to choose, we would like to advise you in this matter and in all the aspects related to company registration in Slovenia. Feel free to contact our team of company incorporation experts for a personalized offer and further consultancy services regarding the legal entities presented in this article.