How to set up a company in 斯洛文尼亚

The most recommended form for setting up a sole shareholder subsidiary in Slovenia is a limited liability company (in Slovenian: družba z omejeno odgovornostjo or abbreviated name “d.o.o.”).

The limited liability company is a flexible corporate structure may be established relatively easily, swiftly and at low costs. The minimum share capital for establishment of a limited liability company is EUR 7,500 (seven thousand and five hundred euros). Liability of the shareholder is limited to its contribution to the share capital (specific exemptions may apply, e.g. rules on piercing the corporate veil). A limited liability company shall be liable for all of its obligations. The company may be established for a limited or unlimited time and shall have at least one managing director. A supervisory board is not mandatory. The company registration procedure is quite fast.

The minimum share capital for establishment of a limited liability company is EUR 7,500 (seven thousand and five hundred euros). Capital contributions shall be provided in cash (one third of share capital must be paid in cash) or in-kind (such contribution shall be delivered to a company in a manner enabling the managing director(s) to freely dispose of such contributions prior to the entry of the company into the court registry; contributions in kind the value of which exceeds EUR 100,000 must be audited). The total value of the paid capital contributions shall be at least EUR 7,500. The confirmation on payment of the share capital to the provisional bank account of the company, issued by the bank and with the confirmation of the bank that the company may freely dispose with the assets on the account, shall be submitted to the court register together with the application for entry of the new company into the court register.

In Slovenia, a foreign entity or person may hold a 100% shareholding in a limited liability company. In principle, there are no restrictions on foreign investments in Slovenia, except from the investments into certain sensitive or strategic sectors where the investment is subject to a screening process (direct investment screening rules apply to all foreign (i.e. non Slovenian) investors). The Ministry of Economic Development and Technology shall have the right to approve the foreign investment, to prohibit it or to permit it subject to fulfilment of certain conditions. For further details in this regard please see the contribution “Foreign investments in non-listed companies” published at the Legalmondo website. In addition to the above, for performance of certain business activities prior approval or permit for establishment of a company from the competent authority might be required.

A Managing director is a mandatory governance “body” in a limited liability company. A company may have one or more managing directors who manage the company's operations and represent the company at their own liability. The Managing director(s) is(are) vested with the powers to act in the name and on behalf of the company. Supervisory board is optional body - a limited liability company may have a supervisory board if provided for in the Deed of Establishment and appointed when incorporating the d.o.o. or thereafter. Legal entities may not be appointed as managing director(s) or supervisory board members.

The company may also have one or more procurators and further, boards or committees can also be provided for in the Deed of Establishment (members may be appointed when incorporating the d.o.o. or later).

Shareholders shall adopt the decisions on the Shareholder’s meeting. When a limited liability company has only one shareholder, the sole shareholder shall adopt the decisions itself and the decisions must be entered into the Book of resolutions (decisions not entered into the Book of Resolutions shall have no legal effects). The shareholder shall have the right to decide upon broad spectrum of matters, among others on the following matters: (i) the adoption of the annual report and decision on distribution of profit; (ii) requests for payment of capital contributions, (iii) refunds of subsequent payments, (iv) the appointment and recall of managing directors (unless this powers are granted to the supervisory board, if any) and procurators and proxies; (v) the appointment and recall of supervisory board members (if the company has a supervisory board), (vi) on the measures to review and supervise the work of managing directors, (vii) other matters determined by law or for which the Deed of establishment provides that shall be adopted/decided upon by the shareholder(s).

The Deed of establishments or a shareholder decision may limit the powers granted to the managing director(s) or other legal representatives. However, these limitations are not enforceable against third parties except from the limitation providing for joint representation (so that the managing director represents the company jointly with another managing director).

There are no restrictions on the nationality or place of residence of legal representatives, however, in case of non-Slovenian citizens work and/or residence permit requirements may apply and hence appropriate permits must be obtained.

• Obtaining an ID number at the Slovenian tax authority;
• Providing all the necessary documents relating to the incorporation of the d.o.o.;
• information on the ultimate beneficial owners (i.e. all individuals directly or indirectly holding more than 25% of the company or exerting control over it) also need to be provided when incorporating a company. UBO(s) must be registered with the UBO register data from which are available to the public;
• the appointment of an auditor is only mandatory if the company exceeds certain thresholds (assets, turnover and employees).
  

The following actions must be taken and the following documents need to be obtained/adopted with respect to incorporation of the limited liability company in Slovenia:

• a foreign shareholder and persons to be appointed as managing director(s) or procurator(s) of the company must obtain an ID number at the Slovenian tax authority;
• the Deed on establishment of a limited liability company must be adopted by the sole shareholder (the deed must be notarized before the Slovenian notary public; the deed shall, among others, contain the name of the company, the business activities of the company, the amount of share capital of the company, the name of the shareholder, its contribution(s) and the share which it acquires as well as the type of contribution (in-kind or cash), provisions regarding the management of the company – i.e. how many managing directors the company has, the term of their appointment etc);
• the Book of resolutions for the limited liability company shall be obtained (this is arranged by the Slovenian notary public) – the book of resolutions may be in paper or in electronic form;
• resolution on appointment of the Managing director(s) (at least one) of the limited liability company must be adopted by the sole shareholder (managing director shall grant consent to the appointment and issue a specific statement on his/her ability to be appointed on the position (which shall include, among others, the statement on non-conviction for certain criminal offences; the consent and statement must be notarized and apostilled/legalized, if applicable);
• managing directors shall adopt resolution on the company’s business office and the owner of the business premises where the company will have its registered office shall grant consent in this respect (a commercial lease needs to be executed if premises are immediately needed; the owner’s consent must be notarized and apostilled/legalized, if appliable);
• temporary (provisional) bank account with the Slovenian bank or a bank in the EU shall be opened on which the share capital is to be paid (this step is generally the longest and may be particularly long in the event of the bank account being opened with the bank in another EU member state; the described time constraints need to be considered in advance to avoid timing issues); once the share capital is paid, a certificate of deposit issued by the bank must be obtained in which the bank explicitly states that the company may dispose with the assets without limitations;
• the new company must be registered with the Slovenian court register (application for registration shall be filed by the Slovenian notary public instructed to do so by the sole shareholder).

Above steps may be performed by the attorney (on the basis of a power of attorney).

All the documents to be provided to the court (together with the application for a registration of a new company) must be in Slovenian language (documents in foreign language(s) must be translated by a court sworn interpreter). A limited liability company is validly established once registered with the Slovenian court register. The application for entry into the Slovenian TAX register shall be filed within 8 days after registration of the company (the company shall also apply into the VAT, if required).

The “one shop stop” system of registration of a limited liability company with one shareholder is currently in place at portal “SPOT” or at specific points at certain administrative units (“eVEM”). The sole shareholder shall hold a valid digital certificate (issued by certain Slovenian entities), accept the standard form of deed of establishment and the share capital of the new company shall be paid in full prior to registration. This venue for establishment of a limited liability company may not be recommended for foreign entities/persons acting as shareholders due to practical issues which may arise during the registration process (e.g. due to language barriers).

• Opening of provisional bank account in Slovenia on which the share capital shall be paid prior to registration of new company may take several weeks for a foreign company. If such a bank account is opened with a bank in the EU, registration proceeding may be prolonged as the authorities may request additional explanations.
• Work/resident permit requirements may apply: In the event the managing directors, board members or procurators of a limited liability company are a foreign citizens, work and/or residence permit requirements may apply and hence appropriate permits must be obtained by the relevant persons.
• Name of the company: (i) Certain specific rules shall be considered when determining the name of the company. The name of the company must contain certain mandatory elements and a foreign (non-Slovenian) words may be used as a part of a corporate name only if they correspond to the name of the shareholder or if they correspond to registered trademarks; the part of the company name referring to the type of company (d.o.o.) and to the business activity of the company must be in Slovenian language. The word "Slovenija" and its derivatives may only be used with the consent of the Slovenian Government (the proceedings in this regard are very lengthy). (ii) When determining the name of the company, special attention shall be paid to the fact weather another entity in Slovenia has the same or similar name (and is yes, another name shall be selected).
• Complying with employment laws: companies planning on employing people in Slovenia must comply with the rather strict Slovenian labour law provisions and collective bargaining agreements (which may grant to the employees certain additional or more favourable rights than those set forth under the law and may also regulate issues not regulated under the law); it is important to obtain specialised advice on the labour law issues.
• Regular formalities: Slovenian companies must comply with legal provisions requiring them to carry out certain formalities on a regular basis (e.g. annual accounts to be approved by the shareholder and filed, monthly or quarterly VAT, tax and social declarations, etc.). In certain business sectors, special permit/license/approval or similar for performance of business activity is required prior to commencement with the performance of business activity or even prior to registration of a new company.
• Foreign direct investment screening rules must be complied with in case of investments into particular sensitive or strategic business sectors (the transaction shall be notified with the Ministry of Economic Development and Technology within 15 days after establishment of a new company). The Ministry shall have the right to approve the foreign investment, to determine terms and conditions under which the foreign investment may be performed, to prohibit the investment or to cancel (unwind) the investment on the grounds of security reasons or public order reasons. For further details in this regard please see the contribution “Foreign investments in non-listed companies” published at the Legalmondo website.
• Liability in establishment phase: The shareholder and the managing director(s) shall be jointly and severally liable to the company for damage caused intentionally or through gross negligence and resulting from failure to deliver or improper delivery of contributions in-kind, overvaluation of these contributions, or from other detrimental actions throughout the process of formation of the company.