Establishing a Company in Slovenia: s.p. or d.o.o.

Any person may unconditionally register a company in Slovenia. Any conditions relate to the activity of the company. The registration procedure is the same for all EU and EEA Member Countries citizens and for citizens of the Swiss Confederation.

Establishing a company in Slovenia

Establishing a company in Slovenia starts with choosing the right legal form. 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.”).

Establishing a company in Slovenia – s.p. or 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.
Establishing a company in Slovenia – required steps

Required steps

Prior to the registration procedure, the following data is needed:

Slovenian tax number (“davčna številka”) and Unique Master Citizen Number (“EMŠO številka”): an s.p. can only be registered by a person who is entered in the Central Population Register and has both numbers; for a d.o.o., SPOT asks founders for the tax number or EMŠO, and the online route for a single founder requires an EMŠO. Non-residents who do not have these numbers yet have to obtain them first;
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. (all contributions are paid in cash before filing and the standard SPOT contract is used, which cannot be changed; a single founder must also be the only director) can be completed in three ways: 1. online through the SPOT portal (only for a single founder who has an EMŠO and a qualified digital certificate), 2. at any SPOT point (all founders and directors must come in person on the same day) or 3. at a notary — SPOT (Slovenian Business Point) is the government’s one-stop registration service for businesses.

A d.o.o. with several founders can also be registered the simple way at a SPOT point, as long as all contributions are paid in cash before filing and the standard SPOT contract is used. You need a notary if any contribution is not in cash, if part of the cash contributions is paid in only after registration, if the founders want contract terms that differ from the standard form, if a single founder wants to adopt resolutions in writing, or if you set up a branch of a foreign company.

For a simple d.o.o., the founder(s) pay the share capital of at least 7,500 euros in cash into a temporary bank account opened with the founding act and hand the bank’s proof of payment to the SPOT point within 15 days of filing; otherwise the application is deleted. 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.

For more info send us an email at info@mp.si.

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;
Slovenian identification number (EMŠO);
a certified statement of the owner of the premises, if you do not own the business address yourself.

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).

More information about the registration process of an s.p. >>

We can provide you with professional help for establishing a company in Slovenia.

s.p. or d.o.o.: quick decision guide

Choose an s.p. if you want no minimum capital, fast registration, and simple access to your business bank account — but accept unlimited personal liability.
Choose a d.o.o. if you want your personal assets protected from business debts, plan to take on co-founders or investors, or expect higher turnover — in exchange for the 7,500 EUR capital requirement and stricter rules on withdrawing money.
Many founders start as an s.p. and convert to a d.o.o. later once the business grows; we can help with either path.

Establishing a company in Slovenia – SPOT registration

Registering an s.p. or a simple d.o.o. through SPOT

SPOT is the state portal for business registration. Registering through the SPOT portal or at a SPOT point is free of charge; a notary is paid according to the notary tariff. These are the main differences for a new founder.

Question	s.p.	Simple d.o.o.
Minimum capital	None	7,500 euros, paid in cash
Where to apply	SPOT portal, SPOT point, or by post with a certified signature	SPOT portal (single founder only), SPOT point or notary
Who decides	AJPES (Business Register)	The court (court register)
Typical wait	Decision usually arrives two to three days after the proposed date of entry	Court decides in four days on average
Next step	Notify FURS within 8 days of entry	Convert the temporary bank account into a business account

If you do not own the premises of your business address, the owner must give a certified statement that allows you to use it. Details are on the SPOT portal.

Frequently asked questions

Can a foreigner establish a company in Slovenia without living there?
Sometimes, but not simply with a power of attorney. An s.p. can be registered by anyone entered in the Central Population Register (EMŠO and tax number) through the SPOT portal, at a SPOT point, or by post with a certified signature; a third-country national also needs lawful residence, and generally one year of continuous legal residence before self-employment (this one-year rule has an exception for people registered as carrying out an independent professional activity). A d.o.o. can be founded online through SPOT only by a single founder with an EMŠO and a qualified digital certificate; at a SPOT point the founders and directors must attend in person; at a notary a founder can be represented, but the power of attorney must itself be in notarial form. The share capital of at least 7,500 euros must be paid in a bank account before the court registers the company.

Do I need a Slovenian business address to register?
Yes, every company needs a business address (sedež) in Slovenia where it can receive official mail. If you do not own the premises, the owner must give a certified statement allowing you to use the address. A virtual office is one common way to get an address.

How long does registration actually take?
For an s.p., AJPES decides on a complete application and the decision usually reaches you two to three days after the proposed date of entry. For a simple d.o.o., SPOT states that court applications are decided in four days on average; the bank’s proof of payment of the share capital must reach the SPOT point within 15 days of filing.

When do I need a notary to set up a d.o.o.?
You need a notary if any contribution is not in cash, if part of the cash contributions is paid in after registration, or if you want contract terms that differ from the standard SPOT form. In other cases a simple d.o.o. can be registered at a SPOT point, and a single founder can also do it online.

How much share capital does a d.o.o. need and when must it be paid?
The share capital must be at least 7,500 euros and each contribution at least 50 euros. In the simple procedure everything is paid in cash into a temporary bank account, and the proof of payment must reach the SPOT point within 15 days of filing.

For the full process in Slovenian, including document templates, see our pillar guides on ustanovitev s.p. and ustanovitev d.o.o.

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