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Slovenia: Company Forms |
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Slovenia Introduction
The Slovenian government actively
encourages, and has a liberal approach to, foreign
investment. Slovenian legislation distinguishes
between residents and non-residents, rather
than foreign and domestic investors. In general,
residents are defined as companies or other
persons with their business registered in Slovenia,
branches of foreign companies registered in
Slovenia (if they are engaged in profitable
business), and entrepreneurs who run their own
business and permanently reside in Slovenia.
In addition to the company forms identified
below, business may also be established with
the status of a sole trader or a European public
company.
Companies are defined by size for the purposes
of accounting, and must meet at least two of
the criteria in each case:
-
Micro
company: less than 10 employees; annual income
of less than EUR2m; assets valued at less
than EUR2m.
-
Small company: less than 50 employees; annual
income of less than EUR8.8m; assets valued
at less than EUR4.4m.
-
Medium company: less than 250 employees; annual
income of less than EUR35m; assets less valued
at than EUR17.5m.
-
Large company: more than 250 employees; annual
income of more than EUR35m; assets valued
at more than 17.5m.
All types of company are legal entities, which
must be registered at court.
The
Companies Act regulates the treatment of foreign
companies and entrepreneurs investing in Slovenia.
A business must operate from its registered
office in Slovenia or from a branch office of
a foreign company.
Financial and fiscal incentives are available
and investors may apply for grants. Incentives
are also available from local municipal authorities
and include employment subsidies and training
support.
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Slovenia Limited Liability Company (abbreviation
d.o.o.)
A Limited
Liability Company is comprised of capital
in the form of shares
owned by partners. This type of company is
liable for all of its assets, though the shareholders
are not liable for the company’s legal
obligations. The legal status of a Limited
Liability Company is obtained via court registration.
A
Limited Liability Company may be formed by one
or more partners, whether they are Slovenian
nationals or foreign investors, up to a maximum
of 50 partners. Approval is required from the
Ministry of Economic Affairs if more than 50
partners are to form the company. The company
may be registered online, making it easier to
register this type of company, although this
facility is only available for a company with
up to two shareholders. Registering for tax
and compulsory health insurance may be done
at the same time as registration. The procedure
for "one-stop" registration typically
takes between two and five days, and there is
no charge for this service. The cost of notarising
the documentation to set up the company varies
up to EUR500 and again will typically take between
two and five days.
The
initial capital must be lodged with a Slovenian
bank to establish a temporary account in which
to deposit the new capital; the minimum start-up
capital is EUR7,500. A shareholder's minimum
holding is EUR50; at least 25% of each shareholder’s
cash contribution must be paid up before registration.
There is no restriction on the amount of cash
used to form the initial capital.
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Slovenia Joint Stock Company (abbreviation
d.d.)
With a Joint Stock Company, share capital is
divided into shares, or stock. The company
is fully liable by guarantee of its assets,
though the shareholders are not liable
for the obligations of the
company. The legal status of a Joint Stock
Company is obtained by court registration.
Any number of people can form the company
by signing an act of incorporation.
A minimum
of EUR25,000 is required as start-up capital; at least one-third of this
amount must be in cash and 25% of the nominal
value of the shares payable in cash must be
paid up prior to registration. The minimum
share value is EUR1, or multiples thereof.
The shareholders’ meeting is the most
important decision-making body.
Two
tiers of management structure are possible for
a Joint Stock Company, either a board of directors
or a combination of a management board and a
supervisory board.
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Slovenia General Partnership (abbreviation
d.n.o.)
This is a partnership of two
or more partners who have unlimited liability
(which cannot be reduced). A General Partnership
requires that the partnership name contains
that of at least one partner. A formal partnership
agreement must be signed to establish the partnership.
There are no stipulations on the minimum
funding or contributions required by each partner.
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Slovenia Limited Partnership (abbreviation k.d.)
A Limited
Partnership comprises two or more persons and
requires that one
partner is fully liable (including their
private assets) and that at least one partner
is not liable for the other partner’s
obligations. The name of the Limited Partnership
must contain the name of at least one of
the partners. There are no stipulations on the minimum funding or contributions required
by each partner. Partners will be deemed
to have equal shares unless otherwise decreed
by the partnership contract.
Slovenia Partnership Limited by Shares (abbreviation k.d.d.)
This is a partnership where
one or more partners assume full liability.
This type of partnership may be comprised
of five individuals (Slovenian or foreign)
who are required to sign an act of incorporation.
Regulations that apply to Limited Partnerships
and Joint Stock Companies govern certain
aspects of this type of company.
Slovenia Branches
Foreign companies may carry
out business in Slovenia via a branch office.
This also applies to foreign sole traders.
A branch office has no legal entity status
but must conduct its business in the name of
the parent company, which is liable for all
of its obligations in law. A branch must be
registered with the appropriate court.
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