Slovenia – D.o.o.Company Incorporation
Most companies in Slovenia are established as: Limited liability companies – d.o.o.
In Slovenia, a company may be established by any domestic or foreign individual or corporation.
Incorporating a Company in Slovenia
Establishing a limited liability company is the most common practice of foreign companies establishing their business in Slovenia.
Preparation of articles and memorandum of association
The memorandum of association must contain:
- A list of the names and addresses of all shareholders.
- The name, address and activities of the company.
- The amount of founding capital and a list of individual shareholders’ contributions.
- Liabilities of shareholders to the company other than payments of the company’s contributions and liabilities to the shareholders.
- Types of companies.
- Establishing a Ltd company in Slovenia.
- Registration at court.
- Compulsory settlement, bankruptcy and liquidation.
Incorporating a Business in Slovenia
- Notarise company deeds
- Deposit capital in a bank account and get a receipt from the bank and pay court fees in a commercial bank
- Apply for court registration; Publish the company information in the official gazette
- Notify Statistical Office (AJPES) and get an activity number
- Apply for tax registration at local tax authority
- Notify Employment Office
Minimum one, maximum 50. If a limited liability company has more than 50 shareholders, approval by the minister responsible for economic affairs must be obtained.
The mimimum issued share capital is €7500. The minimum contribution of each shareholder is one quarter of his share of the issued share capital. At least €7500 in total needs to be paid up, or donated to the company through a contribution of goods, which need to be freely available to the company.
The limited liability company is established by a notarised agreement of incorporation signed by all shareholders. Agreements of incorporation may be signed by a proxy, with appended notarised authorisation.
The management rights of shareholders are provided by the agreement of incorporation. In the absence of such provisions in the agreement of incorporation, the authority of shareholders is provided by the Companies Act. The main body of the limited liability company is the shareholders’ meeting. It may also provide for the establishment of a supervisory board. A limited liability company has one or more managers appointed for at least a two year renewable term of office.
D.o.o. Registration Requirements
A newly established company is entered in the court register of territorial jurisdiction. The paperwork takes up to 2 weeks and the procedure is relatively straightforward.
Applications for the court registration of companies must be filed within 15 days of the adoption of the act of establishment.
With entry in the court register, the new enterprise becomes a legal person and acquires the capacity to do business.
The registration procedure is initiated by the filing of an application on the prescribed form with the competent court in the town in which the entity subject to registration is based. Proceedings for registration are quite prompt and conducted by competent court officials.
The court register is public; anyone may request certified copies of registration and other documents.
Companies established with foreign capital (joint ventures and wholly foreign-owned companies) or share acquisitions in existing companies acquire legal status upon registration with the local court
Information to be entered in the court register
- Uniform identification number.
- Name of firm.
- Address (street, number, town, postcode).
- Legal status.
- Activities, with corresponding national classification code.
- Date of the act of establishment (contract, act of incorporation or other act).
- Founders/shareholders (identification number, name of firm, home address, country, type and extent of liabilities, date of admission, date of withdrawal).
- Authorised representatives (identification number, name, address, type of representation, e.g. proxy, management board member, liquidator, etc., extent of representation, date of granting of authorisation, date of expiry of authorisation).
- Period of registration (if the entity subject to registration is established for a fixed period of time).
- Other information if so provided by law.
Limited liability companies limited by shares require the following information:
- Supervisory board members (identification number, name, date of appointment, date of dismissal).
- Amount of founding capital, increases or decreases in capital, shareholders’ contributions.
- Statutory changes and the contract that provides for them.
- Rulings on the nullification or invalidity of shareholders’ meeting decisions.
- For the purpose of registering a limited liability company, the amount of contribution of an individual partner shall be stated.
Limited Liability Company
Application for court registration must be filed by the manager and the following details must be enclosed:
- Agreement of incorporation.
- A list of the shareholders and the value of their shares.
- A report on contributions in kind.
- A bank certificate on capital contributions held in a temporary account.
- An authorised accountant’s report on the value of contributions in kind.