1. What types of company can be formed in Slovenia?

Under Slovenian jurisdiction a company can take one of the following legal forms:

As a partnership:

  • Unlimited Company / Družba z Neomejeno Odgovornostjo (DNO), where all partners have unlimited liability
  • Limited Partnership / Komanditna Družba (KD), where at least one partner (i.e. komplementar) has unlimited liability, whereas other partners (i.e. komanditist) have no liability

As a company limited by shares:

  • Limited Liability Company / Družba z Omejeno Odgovornostjo (DOO)
  • Public Limited Company / Delniška Družba (DD)
  • Partnership limited by shares / Komanditna Delniška Družba (KDD)
  • European public limited liability company / Evropska Delniška Družba (SE)

2. What is the minimum share capital for each company type in Slovenia?

The majority of company types have no minimum capital requirement.

The two types of company that have a minimum capital requirement are:

  • Limited Liability Company (DOO): minimum share capital 7,500.00 EUR in money (whereof it can be substituted with things or rights contributed in kind in same value, which should be audited only if it exceeds 100,000 EUR), minimum share of each partner is 50.00 EUR (no bearer shares allowed).
  • Public Limited Company (DD): minimum share capital 25,000.00 EUR and at least one third paid in money (the rest capital can be substituted with things or rights contributed in kind, which is usually subject to a special report by the founders, which needs to be confirmed by the auditors).

3. Are there any requirements relating to company management in Slovenia?

There are no requirements for the management in partnership companies due to the unlimited liability of at least one partner.

For companies limited by shares, each company can choose its management system:

  • two-tier management system: management board, plus supervisory board; or
  • one-tier management system: board of directors.

The management or supervisory bodies are composed of at least three members, unless otherwise stated by law (for instance, there can be only one director in a Limited Liability Company).

4. What documents are required for company formation in Slovenia?

To register a company in Slovenia the following documents need to be issued:

  • an original or certified copy of the Memorandum of Association; and
  • the deed of appointment of the management (unless this has already been determined by the Memorandum of Association).

An application for the first registration has to include:

  • the company corporate name;
  • the company activity;
  • registered office address;
  • a certificate of paid tax obligations (founders);
  • an approval by the owner of the property where the company will be registered;
  • a letter from a bank confirming the deposit of cash contributions, including a bank’s statement that the company can freely dispose of assets;
  • other information determined by the law (requirements differ for each form of company).

5. What is the company registration process in Slovenia?

The following conditions/requirements must be met before filing the application:

  • share capital has to be paid and the payment proved before registration;
  • the company’s governing bodies and representatives have to be appointed;
  • the founders have to prove that the tax obligations are being paid (both their own and those of the company where a 25% share is involved), that they have no criminal charges, and that they are not being fined in connection with a payment for work or an offense related to illegal employment;
  • the company has to have an approval of the owner of the property where the company will be registered;
  • a foreign person that is applying as founder/representative/member of management has to obtain a Slovenian taxpayer identification number.

A lawyer or law firm can be authorised to prepare everything necessary for the application for registration: to satisfy all above mentioned requirements, obtain all needed documents and to fill out each necessary form.

An application for registration shall be submitted electronically by the Notary Public on an official form with all required attachments. The company is established with the registration of the company in the Company Register by the Local Court.

For some types of business the company should also submit an application for Trade or Craft Registration at the local trade/craft office to get an approval according to the Trade, Commerce, Craft and Industry Act.

6. Are details of company ownership public in Slovenia?

The ownership is public, however the ease of which the information can be obtained varies depending on the type of company.

The ownership details of most companies are publicly accessible on the Agency of the Republic of Slovenia for Public Legal Records and Related Services website, which registered users can access instantly and free of charge. (Registration itself is fast and free of charge as well.)

The list of ownership of shares in Public Limited Companies (DD) is not as easily accessible, however it can be requested on the Central Securities Clearing Corporation website, though their service is chargeable.

7. Can a foreign individual or company own shares in a Slovenian company?

A foreign person or company can owe shares in a Slovenian company. Moreover, there are no requirements of nationality or residence for founders or legal representatives of the company registered in Slovenia.

8. What is the corporate tax rate in Slovenia?

The tax rate of corporate tax for branch or capital companies is 19% as of 2019.

VAT standard rate in 2019 is 22%, except for some statutory goods and services for which a lower rate of 9.5% is charged (agricultural products, food, water, medicine, transport, art objects, hotel stays, etc).

9. What are the rules for issuing dividends from Slovenian companies?

The use of distributable profits is decided by the general meeting. Shareholders are entitled to a share of distributable profit unless the general meeting decides to use the distributable profit to allocate an additional amount to other revenue reserves or not to distribute it to the shareholders (profit brought forward).

The shareholders’ participation in distributable profit is determined in proportion to their shares in the share capital.