Closing down a business in Slovenia

This page gives information regarding closing down a business in Slovenia. Companies decide to end trading for various reasons. These can be insolvency, a merger with another company, the expiry of the period for which the company was established or when the owner retires.

A company can close down a business in Slovenia voluntarily or compulsorily. The time of termination and closure depends on the legal and organisational form of the company.

The termination procedure of a company is regulated by the Companies Act.

Termination of limited liability company (d.o.o.)

A limited liability company (LLC or d.o.o.) voluntarily terminates its business:

  • When the period  of  time for which the company was established expires,
  • if at least three-quarters of company members vote for termination; the Contract of Members can require a greater majority,
  • in the case of a merger with another company.

A limited liability company (LLC or d.o.o.) compulsorily terminates its business:

  • if a court establishes that the entry in the Companies Register is null,
  • due to bankruptcy,
  • on the basis of a court decision in accordance with the second paragraph of the article that states that each company member with a minimum ten per cent share in share equity files a legal action demanding that the court decides on the company’s termination, if the company's objectives can not be sufficiently achieved or
  • if there are any other grounds for termination or if the share capital falls below the legal minimum.

Termination of unlimited liability company (d.n.o.)

Voluntary termination:

  • when the period for which the company was established expires,
  • on the basis of a decision issued by the company members,
  • in the case of the death or termination of activities of a company member if the Contract of Members does not stipulate otherwise,
  • on the basis of termination of the Contract of Members, or
  • in other cases pursuant to the law.

Compulsory termination:

  • due to bankruptcy,
  • on the basis of a court decision,
  • if the number of company members is less than two, except when the company member acquires a new company member and continues their activity as an entrepreneur (Article 116 of the Companies Act).

Termination of a limited partnership (k.d.)

The reasons for the termination of a limited partnership are the same as in the case of an unlimited liability company.

Termination of a public limited company (d.d.)

The reasons for the termination of a public limited company are stated in the Companies Act, i.e. in Article 371; other reasons can also be determined in the Articles of Association.

A public limited company can be terminated for the following reasons:

  • when the period for which the company was established expires,
  • on the basis of the assembly's decision, which must be adopted by a minimum three-quarter majority of the represented share capital (the Articles of Association can determine a larger majority and other demands),
  • if the management board is not active for longer than 12 months,
  • if the court establishes that the entry in the Companies Register is null,
  • due to bankruptcy,
  • on the basis of a court decision,
  • in the case of a merger with another company,
  • if the share capital of the company is lower than the minimum amount as stipulated by Article 172 of the Companies Act (minimum legally determined amount of share capital), unless in the case as stipulated by Article 353 of the Act (share capital can be reduced below the minimum amount of share capital if its increase is also adopted, which, however, cannot be executed in non-cash contributions).

Termination of a limited partnership with share capital (k.d.d.)

The Companies Act does not specifically stipulate provisions regarding the termination of a limited partnership with share capital; therefore, the same reasons for termination apply as in the termination of a public limited company.