Company formation in Slovenia

Setting up a company in Slovenia

A company in Slovenia may be founded by Slovenian and foreign citizens and by domestic and foreign legal persons: any natural or legal person may be a founder of a company, unless otherwise provided by law (Article 3 of the Companies Act, hereinafter: ZGD-1). A company may start carrying out its activity once it has been entered in the register (Article 6 of ZGD-1).

Most common forms

Limited liability company (d.o.o.)

• may be founded by one or more natural or legal persons; a company may have a maximum of 50 company members (Article 473 of ZGD-1);
• the share capital is at least EUR 7,500, and each capital contribution at least EUR 50 (Article 475 of ZGD-1);
• company members are not liable for the company’s obligations (Article 472 of ZGD-1);
• the company is formed by a memorandum of association concluded in the form of a notarial record or using a special form with the company members’ signatures certified (Article 474 of ZGD-1);
• before applying for entry in the register, each company member must pay in at least a quarter of their capital contribution, and all paid-in contributions together must amount to at least EUR 7,500 (Article 475 of ZGD-1);
• the company is managed and represented by one or more managers (directors) (Article 515 of ZGD-1).

Sole trader (s.p.)

• a sole trader is a natural person who independently carries out a gainful activity on the market (Article 3 of ZGD-1);
• the company name includes the sole trader’s name and surname, the designation “s.p.” and an indication of the activity (Article 72 of ZGD-1);
• an s.p. is not a legal person; the sole trader is liable for business obligations with their own assets;
• an s.p. is entered in the Business Register of Slovenia.

Branch of a foreign company

• a foreign company may carry out activities in Slovenia through a branch (Article 676 of ZGD-1);
• a branch is not a legal person but is entered in the register; a representative must be appointed for the branch (Articles 31 and 682 of ZGD-1);
• the application for entry must be accompanied by an extract from the register of the foreign company, the decision on the establishment of the branch, a certified copy of the articles of association or partnership agreement and the annual report of the foreign company, in the original and a certified translation (Article 677 of ZGD-1).

ZGD-1 also governs other forms (unlimited company, limited partnership, public limited company), on which we advise you as needed.

Who cannot set up a company

ZGD-1 lays down restrictions that prevent a person from becoming a founder, company member or sole trader (Article 10a of ZGD-1). Among others, this applies to a person:

• who has been convicted in a final judgement to a prison sentence for certain criminal offences (e.g. against the economy, property or legal transactions);
• who in the last 12 months was entered on the list of persons who have not submitted their tax declarations, or who is published on the list of tax non-payers;
• who in the last three years has been fined at least twice for an offence relating to payment for work or illegal employment.

As a rule, a person who has formed a limited liability company or acquired an interest in a new limited liability company in the last three months cannot form a new one (with statutory exceptions).

A foreign founder who does not have permanent residence in Slovenia must, as a rule, prove the absence of restrictions with documents from their country of permanent residence (e.g. an extract from the criminal record and a certificate of settled taxes), which must not be older than 60 days (Article 10a of ZGD-1).

Any natural person with full legal capacity may be a manager (director), except persons who have been convicted in a final judgement of certain criminal offences or on whom a security measure prohibiting the practice of a profession has been imposed (Articles 255 and 515 of ZGD-1).

Steps to set up a company

1. Choosing the form, company name, activity and registered office.
2. Securing a business address: an address in the place of the registered office with street and house number, where the company name and registered office must be displayed in a visible place (Articles 30 and 30a of ZGD-1).
3. Obtaining a Slovenian tax number for foreign founders.
4. Concluding the memorandum of association: in the form of a notarial record or using a special form with certified signatures.
5. Paying in the share capital to a bank account and obtaining a bank confirmation (for a d.o.o.).
6. Applying for entry in the register through a one-stop shop point for business entities (SPOT) or a notary (Article 478 of ZGD-1).
7. After registration: opening a business transaction account, arranging accounting and other obligations arising from business operations.

Company and residence permit

Setting up a company does not in itself give the right to reside in Slovenia. A foreigner who wishes to work in their own company in Slovenia must obtain the appropriate residence permit. For a director or representative of a company, this is, as a rule, a single permit with consent for a representative. If the company has been registered for less than six months, it must have invested at least EUR 50,000 in the activity. For a sole trader, it is a single permit for work as a self-employed person, which can, as a rule, be obtained after one year of lawful residence in Slovenia.

You can find more about the conditions on the pages Company representatives and Self-employment.

How we help you

We help you throughout the process of setting up a company:

• we advise you on choosing the right form of company;
• we prepare the memorandum of association and other formation documents;
• we help you obtain a tax number, arrange a business address and open a bank account;
• we handle the application for entry in the register;
• where the law requires a notarial record or certification of signatures, we help you work with the notary;
• with the help of external partners, we help you arrange accounting;
• we also help foreigners obtain a residence permit.

We offer company formation to foreign and Slovenian citizens and to domestic and foreign companies. Each case depends on its specific circumstances, so the outcome of the procedure cannot be guaranteed in advance. Tell us about your case and we will arrange a date for a consultation: write to us or call us on +386 40 832 660.