Establishing a company in Slovenia
The most common forms for establishing business in Slovenia are 1. Private Entreprenuer /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 them is responsibility to third parties. S.p. accepts liability to third parties with all his property (company’s and personal), meanwhile d.o.o. accepts liability to third parties just with company’s property. Also, the founding capital for s.p. is not needed, for d.o.o. the founding capital is 7.500 EUR (in cash, assets, or any combination of both).
The important difference is also the way of money disposal. S.p. is relatively free to dispose with the money on his business bank account (profit after taxes = salary). On the other hand d.o.o. is relatively limited with regard to the disposal of the company’s money.
Prior to the registration procedure, the following data is needed:
- Slovenian tax number: non-residents of the Republic of Slovenia have to obtain a Slovenian tax number;
- representative(s): d.o.o. must appoint at least one company director (there can be several directors or procurators), s.p. doesn’t have a director
- headquarters: headquarters and business address of the company must be chosen before the company is established;
- activities: activities must be chosen before company establishment, all activities are listed in “standardna klasifikacija dejavnosti”;
- name of the company; the name of the company must be different from all other company names in Slovenia.
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 can’t be changed) can be completed in two ways: via internet 1. with using of eVem application (digital certificate is needed, which can be obtain free of charge at any administrative unit) or 2. at any VEM point (physical attendance is needed).
Registration of d.o.o. which have several founders, the founding capital is not paid (entirely) in cash or it has specific content in company contract, must be made in cooperation with a notary.
Prior to d.o.o. establishment founder(s) have to deposit share capital of 7.500 EUR on 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 they opened the temporary bank account (where they paid in the share capital) and transform the account into an ordinary business account.
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The registration process for s.p. is similar to registration process for d.o.o. For registration the s.p. will need:
- a valid personal document,
- Slovenian tax number (confirmation of Slovenian tax number),
- personal identification number (PIN).
The registration process for s.p. is faster and it takes only two days. If s.p. is in a hurry, he can apply to register on the same day (he has to be on appropriate branch office of AJPES before noon).
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