Company formation in brief
In the variety of legal and organisational forms of companies provided for by the corporate law of Slovenia, a foreign founder, as a rule, chooses a company or a partnership which may be established in such forms as:
• Delniska druzba (d.d.) - Public company limited by shares
• Druzba z ornejeno odgovornostjo (d.o.o.) - Private limited liability company
• Druzba z neomejeno odgovornostjo (d.n.o.) – unlimited liability partnership
• Komanditna delniska druzba (k.d.d.) – partnership limited by shares
Delniska druzba (d.d.) - public company limited by shares is established by at least five physical or legal persons and characterized as follows:
• minimum charter capital is € 17’000;
• 30% of the capital is paid at the time of registration, and the rest may be contributed by property or other assets;
• maximum number of shareholders (residents and non-residents of Slovenia) is not limited;
• both registered and bearer shares may be issued;
• company may be listed on a stock exchange;
• company is managed by the Board of Directors; all Board members may be non-residents of Slovenia.
Druzba z ornejeno odgovornostjo (d.o.o.) Private limited liability company may be established by at least one physical or legal person and is characterised as follows:
• minimum charter capital is € 8’000;
• 30% of the capital is paid at the time of registration; the remaining amount may be contributed by property or other assets;
• maximum number of shareholders (residents and non-residents of Slovenia) is 50;
• only registered shares may be issued;
• company’s shares may not be listed at a stock exchange;
• company may be managed by one director who may be a non-resident of Slovenia.
Druzba z neomejeno odgovornostjo (d.n.o.) – unlimited liability partnership is established by at least two physical or legal persons and characterized by all (general) partners’ equal rights and unlimited liability for the partnership’s debts and obligations. Capital is not required to be paid for the establishing of the partnership. Partnership is managed by its general partners.
Komanditna delniska druzba (k.d.d.) – a limited liability partnership is established by at least two physical or legal persons and characterized by unlimited liability of general partners (at least 1) only and by limited liability of the other partners for the partnership’s debts and obligations. Capital is not required to be paid for the establishing of the partnership. Partnership is managed by general partners only.
Slovenia strives for creating an attractive climate for foreign investors and Slovenian law does not restrict foreigners’ rights of owning and managing local business.
All Slovenian economy sectors are open to foreign investors but it should be noted that some activities do not provide for 100% participation of foreigners, for example, in:
• audit firms,
• TV, radio and publishing companies,
• brokerage firms,
• investment funds’ managing companies,
• managing companies of funds specialised in privatisation projects in Slovenia.
Insurance companies where foreigners hold the majority of shares may not provide reinsurance services in Slovenia.
Foreign companies may register branches in Slovenia only if they have already been registered in their countries for at least 2 years. Branches are not independent legal entities in Slovenia. The branches registration procedure is identical to the registration of typical local companies, except that a foreign company’s documents have to be translated into Slovenian and duly legalized.
Interest and royalties are exempt from taxation in Slovenia.
Slovenia is not a tax heaven or offshore jurisdiction, and a concept of Slovenia tax exempt company (and/or Slovenia offshore company, International Business Company, trust, foundation etc. registration) does not exist in Slovenia as such. A company formation in Slovenia could be arranged with a professional registered agent providing incorporation, virtual office and other corporate services in Slovenia. To set up a company in Slovenia is possible by correspondence, but to open a bank account in Australia will, most probably, require a personal visit.
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