REGISTRATION OF COMPANY IN SLOVENIA

Slovenia, a country in Central Europe, is known for its mountains, ski resorts, and lakes. On Lake Bled, a glacial lake fed by hot springs, the town of Bled contains a church-topped islet and a Cliffside medieval castle. In Ljubljana, Slovenia’s capital, baroque facades mix with the 20th-century architecture of native Jože Plečnik, whose iconic Tromostovje (Triple Bridge) spans the tightly curving Ljubljana River.

Slovenia is a developed country, with an advanced high-income economy; ranking very high in the Human Development Index. Measured by Gini, it has one of the lowest rates of income inequality in the world. It is a member of various international organizations, including the United Nations, the European Union, the Eurozone, the Schengen Area, the OSCE, the Council of Europe, and NATO.

The economy of Slovenia is quite stable. The manufacturing industry, automotive industry, ferrous and non-ferrous metallurgy are developed in the country. Companies in Slovenia also produce and export audio equipment, video equipment, and electrical engineering. Mercantile shipping is well developed. 

The main sphere for GDP is the service sector, and it, however, is natural for all European countries.

Nowadays, registering or buying companies in Slovenia is becoming more and more popular.

The Slovenian Business Register (PRS) is a central database containing information about all business entities involved in a profit or non-profit activity having their principal place of business located on the territory of the Republic of Slovenia, as well as information on their subsidiaries and other divisions of business entities performing business activities in the territory of the Republic of Slovenia.

For most business entities PRS serves as the primary register since it is there that sole proprietors, companies, natural persons - landlords letting out rooms register their business. For all other business entities (societies, labor unions, political parties, and other natural persons engaging in registered activities) PRS serves as a secondary register since these business entities are first registered in the respective primary register or official records with another registration authority, and then AJPES registers them in the PRS.

Forms of doing business

Among the variety of organizational and legal forms provided for by the legislation of Slovenia, foreign founders usually prefer a company or partnership. These companies, in turn, can be established as: 

• Delniska druzba (d.d.), Public Joint-Stock Company with limited liability;
• The company is established by at least five persons (natural persons or legal entities);
• Minimum authorized capital equals € 25,000;
• At the moment of registration, 30% of the total amount of capital should be paid, and the remaining part can be submitted by the contribution of property or other assets;
• The maximum admissible number of shareholders of D.D. company in Slovenia (either residents or non-residents of the jurisdiction) is not limited;
• The issue of bearer shares and registered shares is permitted;
• Shares of the company can be listed on the stock exchange;
• The company is managed by the operating Board of Directors, and its participants do not necessarily have to be residents of Slovenia.

• Druzba z omejeno odgovornostjo (d.o.o.), Limited Liability Company;
• It is established with the participation of at least one natural or legal person;
• Minimum authorized capital equals € 7,500;
• The maximum number of participants (shareholders) is 50 people (residents and non-residents);
• Only registered shares are authorized for issue;
• The company has no right to list shares on the stock exchange;
• Even one director can manage the company, and he does not need to be a resident of Slovenia.

It should also be noted that the LLC in Slovenia is entitled to act as the founder of other companies without restrictions, buy out stakes in other enterprises or shares in joint-stock companies, acquire movable property and real estate, and, accordingly, register the said property on itself.

• Druzba z neomejeno odgovornostjo (d.n.o.), Unlimited Company;
• At least two natural persons or legal entities can establish a company;
• All partners (in the status of general ones) bear unlimited liability for debts, as well as obligations of the company;
• The payment of capital for the establishment of a business is not required.
• The management is carried out by the general partners themselves.

• Komanditna delniska druzba (k.d.d.), Joint-Stock Partnership with limited liability.
• At least two natural persons or legal entities can establish a company;
• Only general partners (at least one person) bear unlimited liability. Liability of other partners is limited to debts and obligations of the enterprise being registered;
• Payment of capital for the establishment of partnership is not required;
• Management is carried out only by the general partners.

Steps for company formation in Slovenia 

Some of the first steps related to the procedure of company formation in Slovenia are presented below; our team of consultants in company registration in Slovenia can offer step-to-step legal representation on the aspects presented in this list and can also offer information on the documents investors must submit when dealing with a specific incorporation procedure: 

• decide upon the legal entity of the company (common options are the limited liability company and the public limited company);

• obtain a tax identification number in Slovenia, in the case in which the company’s owners are foreigners;

• set up a company name following the legal requirements available in Slovenia;

• open a corporate bank account and deposit the minimum share capital required for the selected legal entity;

• draft the company’s bylaws and sign them in front of a public notary;

• register with the Agency of the Republic of Slovenia for Public Legal Records and Related Services (AJPES); 

• select the business activities that will be developed through the Slovenian company, following the Standard Classification of Activities (SKD). 

Are there any other requirements when starting a Slovenian business? 

 Besides the above-mentioned aspects, when opening a company in Slovenia, the investors will need to take into consideration other compulsory aspects, as requested under the Companies Act, the main legal document referring to the registration of a business in this country (a document that is harmonized following the European legislation on the matter). Investors should also consider the following: 

• choose a company trading name – the company’s name has to be unique at the level of Slovenian territory;

• appointing a director – a requirement which is imposed to all the business forms presented above (however, this is not required in the case of a sole trader);

• establish a business address – a procedure that should be completed prior to starting the registration procedure itself;

• select the company’s business activities – although in most cases, there aren’t any special conditions, several business fields can require business permits and licenses. 

Economy overview in Slovenia

 Considered an excellent holiday destination, Slovenia also offers numerous opportunities for investors. Member of the European Union (EU) since 2004, Slovenia has signed many treaties in the attempt of attracting investments (for example, the double tax treaties are signed with more than 45 partner countries).

The country is oriented to foreign direct investments, offering various types of investment programs and incentives that can depend on the investment sector selected by the businessmen, as well as on the region in which they will invest. It is important to know that companies in Slovenia can also benefit from incentives that support the development of the employment market. In the last years, the investment trends increased and the country reported the following volumes: 

• foreign direct investment (FDI) accounted for $782 million (EUR 700,49 million) in 2017;

• in 2018, the value of the FDI in Slovenia increased at $1,4 billion (EUR 1,254 billion);

• the most important investors in Slovenia are the following: Austria (24% of all FDI), Luxembourg (13,7%), and Switzerland (10,5%);

• the top sectors which attracted FDI in Slovenia are the following: manufacturing (35,8%), financial and insurance sector (19,4%) and wholesale and retail (17,8%);

• in 2017, the total FDI stock accounted for $16,400 million (EUR 14,693 million);

• at the level of 2018, the total FDI stock had a value of $16,809 million (EUR 15,059 million);

• in 2017, Slovenia registered 19 greenfield investments, while in 2018, such projects increased at 27.