Limited liability company (d.o.o.)

  • Register a simple one-person private limited company

 

To register a simple Limited Liability Company in Slovenia, an individual starts the process via E-vem; however, a digital certificate is required; The establishment procedure at the point VEM and via e-VEM is free of charge.

In Slovenia, the simple LLC establishment procedure can be performed for a single-member LLC (one founder) as well as for a multi-member LLC (several founders). Conditions for a simple LLC:

  • all contributions are paid in cash prior to the submission of a proposal
  • a standard company contract is adopted and cannot be changed
  • in the case of a single-member LLC, the company member keeps the register of decisions in an electronic form.

If the individual does not fulfil these conditions, they must consult a notary.

Regardless of the registration method, the company is entered in the Companies Register in a few days if the owner fulfils all the conditions.

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 authorised 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:

  1. Papers to identify a foreign person:
  •  personal identity document
  • Slovenian tax number for the individual
  • share in capital* (e.g. 100%, 50%, 1/3)

    2. 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)

* 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.

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.