Register a public limited company (d.d.) in Slovenia
A public limited company in Slovenia may be founded by one or several local or foreign individuals or businesses that adopt articles of association which are prepared in the form of a notarial record.
The shareholders are not the company's owners, but may only enforce their participation and property rights in the share capital based on the paid-in capital (shares).
The minimum share capital is EUR 25,000; the minimum nominal amount of one share is EUR 1. Any higher nominal amounts must refer to a multiple of EUR 1.
Shares may be paid for in monetary or non-monetary contributions, or acquired by other means; however, at least one third of the share capital should be paid in monetary form.
If shareholders make non-monetary contributions, or if the company acquires a current or future establishment or other items of property (non-cash acquisition), the articles of association should stipulate:
• the subject of the non- monetary contribution or non- monetary acquisition;
• the person from whom the company acquired the item;
• the number of shares (in the case of nominal shares, also their nominal amount) which are assured by non-monetary contributions or non-monetary acquisition.
The company's acquisition of an item of property for which payment is guaranteed is also considered a non- monetary contribution which should be attributed to the shareholder's share (non- monetary acquisition).
If a company is established by one founder, shares must be paid in prior to entering the company in the Companies Register, or appropriate security should be ensured for the company.
A share has a purpose – it is a security that provides information about the participation rights of its owner, including property rights. The most significant property right is the right to participate in profit distribution; the most significant participation right is the right to participate in the company's management.
Shares are securities. Shares are made out to their bearer or to a name. With respect to the rights deriving from them, shares are classified as ordinary or priority shares.
Ordinary shares grant the owner:
• the right to participate in the company's management,
• the right to part of the profit (dividend),
• the right to a corresponding part of the remaining assets upon the liquidation or bankruptcy of the company.
Priority shares are shares which confer on their holders in addition to the rights set out above:
• priority in the payment of predetermined amounts or percentages of nominal value of shares or profit,
• priority payment upon the liquidation of the company,
• other rights as stipulated by the articles of association.
Each share guarantees voting rights. Only priority shares may be issued without voting rights; however, a company may not have more than one third of priority shares.
More: Companies Act, Code of Obligations, Dematerialised Securities Act.
Registering a public limited company in Slovenia
• company members are not personally liable for the company's obligations;
• legal transactions may be made between the company and its members;
• the company may be listed on stock exchanges.
• payment of share capital;
• profit is burdened by high taxes;
• complex establishment procedure; higher cost of operations.
Relationships between partners
A public limited company may opt for a two-tier management system, with a management and supervisory board, or a one-tier management system with a management board only.
The supervisory board supervises the company's management, which gives them the right to demand that the management board provide reports on issues regulated by law, as well as other relevant issues. The supervisory board must have at least three members. These members are categorised into two groups: the first group represents shareholders and are appointed by the assembly; the second group represents workers (as stipulated by the Worker Participation in Management Act).
Management has two functions, i.e. management and representation of the PLC. The management may be an individual or a collective body; members do not have to be shareholders. Management board members (directors) are appointed by the supervisory board for a period determined in the articles of association which may not exceed 6 years; however, they may be reappointed.
A public limited company with a one-tier management system works in a similar way to a supervisory board in the two-tier management system. The management board manages the company, supervises the implementation of its business and represents the company. The management board may appoint one or several executive directors who are also members of the management board. Each appointment must be entered in the Companies Register by the management board. Executive directors duties may include managing the current business, accounting, annual report preparation etc.
A public limited company has a body called the assembly where shareholders may assert their rights and decide on the adoption of the annual report, the distribution of balance sheet profits, the appointment or dismissal of supervisory or management board members, changes to the articles of association, the appointment of an auditor etc.
Assembly meetings are triggered by legal issues, the articles of association, or when a meeting is to the benefit of the company. The management votes on when to hold an assembly meeting. The assembly meeting is announced by stating the registered name and head office of the company, the time and place of the meeting and conditions that apply to participation at the assembly meeting and voting rights. Each decision made at assembly meetings is confirmed by a notary in a notarial record.
Articles of association
The articles of association are the founding documents of a public limited company and are therefore the most important document in this kind of company, since it regulates the method of its operations and relationships between company members.
The Companies Act (ZGD-1) determines the content of the articles of association. The information that must be shown is as follows:
• name, surname, address or registered name and head office of each founder;
• registered name and head office of the company;
• company's activities;
• share capital amount;
• if the company has shares with a nominal amount: the nominal amount of shares and number of shares of each nominal amount must be shown, and for each share class, the share class and number of shares issued in each particular class must be shown;
• if the company has no-par value shares: the number of shares of each class, the share class and the number of shares issued in each particular class must be shown;
• whether the shares are made out to their bearer or to a name;
• the amount of paid-in capital as of the day of the company’s registration;
• management system (one-tier or two-tier);
• the number of members of the management and supervisory bodies or the act in which this number is determined;
• term of office of members of the management or supervisory bodies;
• the form and method of announcements of importance for the company or shareholders;
• the duration of the company if it is formed for a fixed period.
A public limited company can be founded in two ways: simultaneously or successively.
The simultaneous establishment of a PLC means that all founders adopt and sign the articles of association and acquire their stocks.
A company is established when founders acquire all stocks. Founders may pay for their shares in monetary or non-monetary contributions.
The founders appoint the first supervisory board to a term of office until the first assembly meeting, and a financial auditor for the first full or partial business year.
The members of the first management board are appointed by the supervisory board.
The founders must compile a written report on the establishment of the company; the members of the management and supervisory boards must audit the establishment procedure. The members of the management and supervisory boards then apply for the company to be entered in the Companies Register.
The establishment of a public limited company is performed with a public subscription of shares (prospectus) based on an announcement.
The founders adopt the articles of association, announce a prospectus and acquire part of the stocks.
The subscription of shares and in-cash payments are made at banks where all subscribers may also view the articles of association, the founders' and auditors' reports and the prospectus.
The subscription can be unsuccessful if not all the offered shares are subscribed and appropriately paid for, and the founders may also reject subscriptions.
If the share subscription and payment have been successful, the founders must allocate the shares among the subscribers within 15 days of the expiry of the time limit set out in the prospectus for share subscription.
The founders may not dispose of payments made for shares; the management may dispose of such payments only after the company has been entered in the Companies Register.
The founding general meeting must be held no later than two months after the expiry of the time limit set out in the prospectus for the completion of subscription of stocks. If this meeting is not held on time, the formation of the company is not successful. The founding general meeting establishes whether all shares have been subscribed to or acquired and all bodies elected, for which the assembly is competent according to the Companies Act. When all of the assembly's decisions have been adopted, the public limited company is established.
Legislation that applies to a public limited company: Articles 168 to 429 of the Companies Act (ZGD-1-UPB3) and the Act amending the Companies Act (ZGD-1D).
A public limited company may be established at a notary.