The establishing, managing and organization of companies is regulated by the Commercial Companies Act, which is harmonized with the EU Acquis Communitaire. The court registration of companies is regulated by the Court Register Act and the Decree on the Entry of Companies and Other Legal Entities in the Court Register.
You may operate in Slovenia on a cross-border/temporary basis, which means that you offer your services in Slovenia, while the head office of your company is in another EU state; or you may operate permanently, i.e. establish a company in Slovenia. The procedure for establishing a company is the same for all EU citizens.
Since 2006, the establishment of a European company (SE) is possible in Slovenia.
If you intend to establish a company or branch in Slovenia, you can choose a specific legal and organisational form. The most frequent choices are sole trader and private limited company. Other possible forms are: unlimited liability company, public limited company, limited partnership and private equity company.
The Companies Act provides for the following organization forms:
- Private limited company - Ltd. (Družba z omejeno odgovornostjo – d.o.o.),
- General partnership (Družba z neomejeno odgovornostjo – d.n.o.),
- Limited partnership (Komanditna družba – k.d.),
- Joint-stock company (Delniška družba – d.d.),
- Partnership limited by shares (Komanditna delniška družba – k.d.d.).
All the forms of companies may be established by any domestic or foreign, legal or natural person. The law prescribes the minimu or maximum number of founders for an individual type of company.
Companies obtain the status of a legal person through court registration.
The company must use its registered name in all operations. The mandatory elements of the registered name are the name of the company, an indication of the company’s economic activity and a statement on its organizational form.
The registered name has to be in the Slovenian language. Any translation must only be used in conjunction with the Slovenian wording.
The registered office of the company is the place entered in the court register at the registered office. This must be the place where the company performs the main part of its activities or the place where the bulk of its business is conducted.
The company enters the economic activities it plans to perform in the court register as the registered activities. Upon entry, the Standard Classification of Industries must be used. A company is only allowed to conduct businesses for which it has been registered! The company is free to choose any activities it intends to perform, however certain activities can only be performed after obtaining a permission of the competent authority.
The company has to enter in the register at least one person who is authorized to represent the company and to sign company documents. There is no requirement that the director, any member or the majority of the management board must be Slovenian citizens or residents.