Establishing a company in Slovenia
Establishing a company in Slovenia
The most common forms of establishing a business in Slovenia are
1. Private Entrepreneur /Sole Proprietor /Sole Trader (“samostojni podjetnik – s.p.”) and
2. Limited Liability Company (“družba z omejeno odgovornostjo – d.o.o.”).
S.p. or d.o.o.?
The main difference between the two is responsibility to third parties. An s.p. accepts liability to third parties with all of his or her property (company and personal), while a d.o.o. accepts liability to third parties with company property only. To establish an s.p., one does not need founding capital, while for a d.o.o. the founding capital is 7.500 EUR (in cash, assets, or any combination of both).
Another important difference between the two forms is the way of money disposal. On one hand, an s.p. is relatively free to dispose with the money on his or her business bank account (profit after taxes = salary). On the other hand, a d.o.o. is relatively limited with regard to disposal of company money.
Prior to the registration procedure, the following data is needed:
- Slovenian tax number (“davčna številka”) and Unique Master Citizen Number (“EMŠO številka”): non-residents of the Republic of Slovenia have to obtain both Slovenian tax number and Unique Master Citizen Number;
- representative(s) (“zastopnik”): a d.o.o. must appoint at least one company director (there can be several directors or procurators), an s.p. does not have a director;
- headquarters (“sedež podjetja”): the headquarters and the business address (“poslovni naslov”) of the company must be chosen before the company is established;
- activities (“dejavnosti”): activities must be chosen before company establishment, all activities are listed in the SKD (“standardna klasifikacija dejavnosti”);
- name of the company (“firma podjetja”): the name of the company must be different from all other company names in Slovenia.
The registration process for a d.o.o.
The registration procedure of a simple d.o.o. (one founder who is also a director, all of the founding capital is paid in cash and a standard company contract is adopted and cannot be changed) can be completed in two ways: 1. via internet within the eVem application (a digital certificate, which can be obtained free of charge at any administrative unit, is required) or 2. at any VEM point (physical attendance is required).
In the case of a registration of a d.o.o. with several founders and in which the founding capital is not paid (entirely) in cash or that has specific content in the company contract, a notary must be present.
Prior to d.o.o. establishment, the founder(s) have to deposit the share capital of 7.500 EUR on a temporary bank account. After receiving the Resolution on Registration from the court (applications are processed within four days on average), an individual may go to the bank where he or she opened the temporary bank account (where he or she paid in the share capital) and transform the account into an ordinary business account.
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The registration process of an s.p.
The registration process of an s.p. is similar to registration process for a d.o.o.. For registration, an s.p. will need:
- a valid personal document;
- Slovenian tax number;
- personal identification number (PIN).
The registration process for an s.p. is faster and takes only two days. If an s.p. is in a hurry, he or she can apply to register on the same day (he or she has to make an appointment at an appropriate branch office of AJPES before noon).
We can provide you with professional help for establishing a company in Slovenia.