Company formation in Slovenia
In Slovenia, the Agency for Public Legal Records and Related Services (short: AJPES) is the manager of the Court Register database as a component part of the Slovenian Business Register (SBR).
Due to the merger of the two registers, the procedure for registration in the Court Register and the procedure for registration in the SBR have been merged into a single procedure.
Registration procedure for companies in the SBR / Court Register in Slovenia is carried out via the e-VEM system in electronic format and the application for registration in the Court Register can be submitted at a SPOT point or with a notary public.
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The registration procedures and procedures involving changes of data in the SBR / Court Register are provided to companies free of charge at SPOT points. The decision on the registration in the Court Register is sent to the registered company in paper or electronic format (to a secure email account).
Some basic info in relation to the company registration process in Slovenia
Contains the company name, legal form, and the company seat
Any address in Slovenia. No lease agreement has required the registration
EUR 7.500 basic capital for forming LLC. At least 1/3 must be paid in cash
Foreign nationals must obtain tax number before registration in the Court Register.
One or more than one managers of the company that must be natural person over 18 years old
Stating the bank, the e-mail address, the activity of the company, etc.
Simple LLC establishment procedure at the VEM point:
Step 1: Implementation of the LLC establishment procedure
Only one of the founders, directors, procurators or a duly authorized person may handle the establishment procedure of an LLC at the point VEM. When the documents are prepared, all other founders and company representatives are required to go to the point VEM and sign the documents by identifying themselves with appropriate personal documents. The registration requires the following documents:
Papers to identify a foreign person:
- personal identity document
- Slovenian tax number for the individual
- share in capital* (e.g. 100%, 50%, 1/3)
- * Tax statement:
An LLC may be established by company members who state that they own no more than 25 per cent of any other company, or that all companies in which they own more than 25 per cent have settled all taxes and other compulsory duties due for payment. The tax statement must be signed in person by all company members.
A foreign legal entity:
- extract from the company register for the foreign company (abbreviated version), with certified translation in Slovenian
- personal documents of founders and representatives – if representatives are foreigners, they must provide Slovenian tax numbers
- Slovenian tax number for legal entities
- share in capital* (e.g. 100%, 50%, 1/3)
At the VEM point the following data is required:
- on founders,
- on representatives,
- on the full registered name of the company,
- on the company address (head office),
- on the company’s activity/ies,
- assessment of revenues and expenses for the Tax Administration of the Republic of Slovenia.
At the VEM point the following will be prepared:
- Articles of association/contract of members,
- Decision on the business address,
- Decision on the representatives,
- Statement of appointment (for each representative – their agreement to be appointed as a director or procurator),
- Statement of the company members (for each founder – founders state that they have no unsettled obligations to the state arising from previous operations),
- Notification form for the Tax Administration of the Republic of Slovenia.
Step 2: Opening a temporary/founding/deposit account
An individual deposits share capital of EUR 7,500. Using the document ‘articles of association’, an individual opens a temporary bank account in which the founding capital is deposited.
Step 3: Payment confirmation
An individual delivers in person or sends the confirmation of payment of share capital to point VEM.
Step 4: Resolution on registration
An individual receives the Resolution on Registration a few days after submitting the application to the court. On average, applications are processed within four days. The tax number of the new company will be received together with the Resolution on Registration.
Step 5: Opening a bank account
After receiving the Resolution on Registration from the court, an individual may go to the bank where they opened the temporary/founding/deposit account (where they paid in the share capital) and transform the account into an ordinary business account.
Thy Business Guide, 2021