How to register a company in Slovenia

There are no conditions limiting how to establish a company in Slovenia - anyone may register a company, and the procedure is the same for all EU, EEA Member Countries citizens and for citizens of the Swiss Confederation. 

Economic activity may be performed by an individual or business in a variety of different legal and organisational forms.

Individuals most often operate as sole traders (samostojni podjetnik or s.p.), legal entities may establish different forms of businesses: the most common are the limited liability company (LLC or d.o.o.) and public limited company (PLC or d.d.).

Non-residents of the Republic of Slovenia have to obtain a Slovenian tax number before starting to set up a business in Slovenia.

The establishment, management and organisation of companies in Slovenia is regulated by the Companies Act, which is fully harmonised with EU legislation.

What do you have to know in order to register a company in Slovenia?

Prior to the registration procedure, you need the following data:

Company name

The company name must clearly differ from the names of other companies. Prior to registration, verify that the name is different in the AJPES business register. 

Company's representatives

All types of companies (except sole traders) must appoint at least one company director. Several directors and an additional procurator can be appointed. A director who is not employed,is not a student or retired must be employed by the company.

Head office of the company

The head office and business address of the company must be set up before the company is established. The head office is the place where the company's activities are performed. The business address is also located at the head office (street and number).

Activities of the company

No specific conditions apply to the establishment of a company; therefore, anyone may establish a company. Any conditions relate to the activity of the company.

In the case of some activities, certain conditions need to be fulfilled before starting to trade.The business must obtain permits or ensure operations are carried out by a fully qualified person. These conditions are known as entry conditions.
Some activities do not have any conditions - they are not regulated. Entry conditions can be checked and verified in the list of regulated activities.

Legal forms of companies in Slovenia

Establishing a business is free,  simple and fast. It should take less than three days from submitting the application. If applicant obtain a digital certificate, they may also establish the business via e-VEM website or at one of the VEM point locations.

Sole trader (s.p.)

A sole trader (s.p.) is an individual who performs an activity in the market. The registration of a sole trader is simple and requires only basic accountancy. No starting capital is required to begin operations. 

A sole trader is not a legal entity; therefore they retains all profits except tax, and are personally liable for their own debts.
They are fully liable for their obligations. The law does not distinguish between business and personal assets in matters of liability. In conducting business, sole traders make their own decisions, at their own risk and for their own benefit.
This option is risky for businesses that require large-scale investments.
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Limited liability company (LLC or d.o.o.)

An LLC is a legal entity with one founder (single-member LLC) or multiple founders who are not liable for the obligations of the business. Share capital must be paid into the business; the minimum amount is EUR 7,500, which can be used to fund operations when the company starts trading. Share capital can be paid in monetary form or in kind, i.e. real property, movable property, rights etc.
For those doing business in risky sectors with high capital risks or high planned profits, this organisational form should be chosen. MORE+

A Comparision between s.p. and d.o.o.

Sole trader (s.p.)

Limited liability company (d.o.o.)

Personal responsibility

yes (liable with personal assets)

no (only liable with their capital contribution, or the capital of the company)

Founding capital

Not needed

7,500 EUR (in cash, assets, or any combination of both)

Registration costs

Free of charge

Simplified procedure – free of charge.

Complex procedure – with a public notary (as per the public notary's tariff of fees)

Tax on profits

A profit is taxed at 16%, 27%, or 41% (corresponding to the personal income tax rates)

Corporate income tax – a flat rate, 19% in 2017

Books of account

Normalized expenses (25 percent),

single-entry book-keeping system,

double-entry book-keeping system

double-entry book-keeping system

Business account - cash

You are relatively free to dispose with the money in the account

You are relatively limited with regard to the disposal of the money in your account

Salary

You can withdraw any amount of money since it is not classed as remuneration (profit = salary)

For a sole trader, the profit is the salary, which means a sole trader cannot claim his/her salary as a cost.

A limited liability company, on the other hand, pays out a salary, and this constitutes a cost.


loans- qualifying for grants

It is hard to get a loan from a bank or apply for grants.

It is easier to get a loan from a bank or apply for grants.

Source: Data.si

Other business forms include complex multi-founder companies, where the relationship between the founders is more complex. The assistance of a notary and/or an attorney will be needed in this instance.

Unlimited liability company (d.n.o.)

An unlimited liability company is a private company with two or more persons who are personally liable for all of the company's obligations. It is established on the basis of a contract of members and operates as a legal entity. MORE+

Limited partnership (k.d.)

A limited partnership (k.d.) is a company owned by two or more persons, where at least one partner is liable for the company's obligations (general partner/s), and at least one partner is not liable for company's obligations (limited partner) or is liable only for the amount of capital invested in the company. MORE+

Public limited company (d.d.)

A public limited company (PLC or d.d.) is a company which has subscribed capital divided into shares. The company's shareholders are not personally liable; however, the company is completely liable up to the amount of its assets.  MORE+

Limited partnership with share capital (k.d.d.)

A limited partnership with share capital (k.d.d.) is a company in which at least one partner is liable for the liabilities of the company with all his/her assets (general partner/s), while limited shareholders who have a share in the subscribed capital are not liable for the liabilities of the company to creditors. MORE+

Institute

An institute is a public or private business established for the purpose of performing non-profit activity.
Institutes are organisations established to perform activities in the fields of education, science, culture, sport, healthcare, social security, child protection, disability policy, social insurance or other activities if the purpose of performing the activities is not to gain profit.
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Branch and business unit

A branch is part of a company that is in a different location from the head office of the company. However, a branch is not a legal entity, but may perform all the activities performed by the company. A foreign company's branch can perform all activities in the name and on behalf of a foreign company where the registered name of the parent company, head office and the registered name of the branch may be used. MORE+