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. If you would like to invest in Slovenia
, our company formation experts are at your disposal.
The main legal structures available for company formation in Slovenia
Foreign investors who want to start companies in Slovenia
can use one of the following types of legal structures
recognized by the Company Law:
the private limited liability company which is the most popular type of structure,
the joint stock or public limited liability company which is chosen for large projects,
the general and limited partnership which are suitable for small operations,
the sole trader which can be employed by single entrepreneurs and craftsmen,
the branch and the subsidiary which can be used by foreign companies seeking to operate in Slovenia.
Our Slovenian company formation agents can offer information on all these business forms that can be used to set up operations in this country. You can also rely on us no matter which one of them you want to employ for your activities.
What are the basic characteristics of the Slovenian company types?
The company types
that can be registered in Slovenia
are created in order to assist all types of investors in developing a business activity in this country. Thus, they have a set of characteristics designed to represent the interests of various types of companies
, from small to large businesses. Local and foreign businessmen who want to open a company in Slovenia
must know the following:
• the most common way to start a local business is by registering a limited liability company (LLC);
• the Slovenian LLCs can be incorporated by natural persons or legal entities;
• the investors of a public limited company in Slovenia are not personally liable for the company’s debts;
• in a Slovenian unlimited liability company, the investors are held liable against any corporate debts;
• the sole trader can be registered in Slovenia only by a natural person and it may be formed, as its name suggests, by a single founder.
The limited liability company in Slovenia
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 company will be charged with the corporate income tax
, applicable at the standard rate of 19%;
• the Slovenian LLC needs to keep its book of accounts, following the double entry bookkeeping system available here;
• it is necessary to open a corporate bank account for a local LLC, by depositing the minimum share capital;
• investors have to prepare a set of documents upon registration, such as the articles of association, the statement for appointing directors and other relevant paperwork;
• it is also imposed to register a suitable corporate trading name, establish an official business address and to select the company's objects of activity.
The joint stock company, described by our specialists in company formation in Slovenia
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:
• it is incorporated following the regulations prescribed by the Companies Act;
• its main statutory documents are represented by the articles of association;
• this type of company is allowed to enter into merger procedures or change its legal entity;
• the company can be listed and it can be incorporated without the presence of the investors in Slovenia, through the power of attorney;
this legal entity has to be registered with the Agency of the Republic of Slovenia for Public Legal Records and Related Services (AJPES)
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
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 limited partnership in Slovenia
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 is established at a local notary, by providing a set of documents;
• the investors will have to prepare the company’s name, its business address, provide personal information and the activity code;
• the founders have to be present during the registration, or they may appoint legal representatives who can act in their name;
• the limited partnership has to be registered with the AJPES and with the Companies Register;
• the procedure of company formation in Slovenia for a limited partnership is given by the Companies Act, Articles 135-151.
The limited partnership by shares in Slovenia
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.
Branch in Slovenia
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:
• the parent company is fully liable for the liabilities of the branch office in Slovenia;
• there is no legal distinction between the branch office and the parent company, as the branch is seen as a depended structure;
• it can only engage in the business activities of the parent company and it is registered with the same company name as the one of the parent company;
it is legally required to appoint a representative for the Slovenian branch office
, but the person does not have to be a permanent resident
of this country;
• the branch office can be registered through a public notary in Slovenia.
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).
The sole trader in Slovenia
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.
Documents to be prepared when setting up different types of companies in Slovenia
When choosing to open a company in Slovenia
, one of the most important aspects to consider is the requirements associated with its incorporation.
By far, the simplest business form one can open in Slovenia is the sole proprietorship or individual private entrepreneur. It requires a form than needs to be duly completed and filed. However, the individual will be required to submit proof of his/her qualifications to complete the selected craft. This type of business form is usually employed by professionals in fields like accounting, medicine and dentistry.
Then, there are the partnerships which imply the creation of a partnership agreement which must be authenticated by a public notary before being filed for registration.
Corporate forms like limited liability companies, subsidiaries and branch offices require statutory documents which must comprise relevant information, among which:
- details of the shareholders,
- information about the appointment of directors and their personal information,
- details on the share capital and its distribution among the shareholders.
- information about the object of activity.
These documents are also known as Articles of Association which must be certified by a public notary before submission. Also, they must be accompanied by other documents, as requested by the Companies House in Slovenia.
If you want to set up a business in Slovenia
, our local consultants can assist with the preparation of the documents that need to be filed with the Trade Registrar.
Requirements to open various types of Slovenian companies
Apart from the documents that are mandatory to prepare, there are also other formalities to comply with after choosing the type of company one want to create in Slovenia. Among the common ones are:
The main requisites associated with the trading name
of various business in Slovenia is for it to be unique. If sole traders and partnership can use
their own names, respectively one of the partners’ names, in the case of companies, the name must be reserved with the Companies Register.
Then, all domestic companies must have legal addresses in Slovenia. These must be in the city the business is registered, however, they can complete operations all over the country and even outside it.
A local bank account for corporate use must be created by local companies. For limited liability companies it is will be used for depositing the share capital, followed by its use for various transactions.
Those who need a legal address for short term, we provide virtual office services that can be used when setting up a business in Slovenia.
Steps in opening a business in Slovenia
The following steps need to be completed when opening a company in Slovenia:
Trade Register incorporation,
registration for employment purposes,
licensing and authorization.
The procedure of registering a company in Slovenia is rather simple and can be completed in a matter of days.
Why invest in Slovenia
Slovenia is an appealing investment destination for foreign investors looking for an emerging economy in the European Union. Apart from the 19% flat corporate tax rate, other reasons to choose this country are:
- the country’s Gross Domestic Product (GDP) registered an increase of 2.4% in 2019,
- the unemployment rate decreased to 4.5% in 2019 from the 5.1% in 2018,
- industrial production reached 3.3% in 2019,
- Slovenia’s trade balance last years reached 1,3 billion euros,
- exports were valued at 32 billion euros,
- the total value of imports was 30,7 billion euros in 2019.
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.