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Private limited company (Ltd.)

Private limited company (Ltd.) = Družba z omejeno odgovornostjo (d.o.o.)

To establish a private limited company, the procedure is the same for EU and Slovenian citizens.

The vast majority of direct foreign investments in Slovenia is done by establishing a private limited company. However, for certain activities, the use of joint stock companies (banks, insurance companies) is mandatory.

A private limited company  is a company whose capital is made up of the business shares contributed by the founders. A private limited company is liable with all its assets for its obligations, whereas the shareholders are - in general - not liable for the company’s obligations. Private limited companies are legal persons that obtain such status upon court registration.

A private limited company may not have more than 50 partners (unless an approval of the minister for economic affairs has been obtained). Companies with only one founder are possible but subject to special regulations (book of decisions). No limitations apply regarding the nationality (domestic of foreign), or legal form (legal or natural persons) of founders.

The minimum founding capital is EUR 7.500. The minimum contribution of each shareholder is EUR 50. The value of the contributions may differ. Before registration at least 25 % of each shareholder’s cash contribution must be paid in. However, the sum of all paid contributions must be at least EUR 7.500. It is possible to contribute all the initial share capital in the form of a non-cash contribution or non-cash acquisition only.

On the basis of their contributions the partners acquire a business (equity) share that is expressed as a percentage of the company’s capital. The shares are transferable, but the other shareholders have a pre-emptive right.

Management rights of shareholders are provided by the act of incorporation or - in the absence of such provisions in the act of incorporation - by the Commercial Companies Act.

A private limited company has one or more managers (directors) appointed for a period that must not be shorter than two years. There are no restrictions regarding the residence or nationality of managers.

The private limited company may have a supervisory board if the act of incorporation provides for one, but it is not obligatory. There are no restrictions regarding the residence or nationality of board members.

The main body of the private limited company is the shareholder’s meeting. Normally, each shareholder has one vote for each EUR 50 of their contribution, although the act of incorporation may provide otherwise.

Bookkeeping

Companies and entrepreneurs must keep business books, must close them annually in accordance with the Commercial Companies Act and the Slovene Accounting Standards (or the International Accounting Standards) and file their statutory accounts. Business books are kept on a double-entry bookkeeping basis.

Annual reports of entrepreneurs and personal companies comprise at least the balance sheet and income statement.        

Consolidated business report

Slovenia-based companies with one or more subsidiaries (in Slovenia or abroad) must produce consolidated annual reports. The Companies Act and the Slovenian Accounting Standards specify the criteria for establishing the parent/subsidiary relationship between companies. A consolidated annual report presents the financial position and business results of all consolidated companies.

Filing Requirements

The statutory accounts must be filed with the Agency of the Republic of Slovenia for Public Legal Records and Related Services (AJPES) within three months of the end of the business year. Consolidated annual reports must be compiled until the end of the fourth month of the end of the business year.

Closing Down Business

A company can terminate its business voluntarily or compulsorily.