Register as a sole trader (s.p.) in Slovenia
An individual may establish and register a sole trader enterprise in Slovenia ("samostojni podjetnik s.p.") via E-vem, for which a digital certificate is required. An individual can alternatively register as a sole trader at one of the VEM offices (VEM points).
A sole trader can register up to three months before their business begins to trade.
Sole trader establishment procedure at VEM point
Step 1: Sole trader establishment procedure in Slovenia.
For registration, the sole trader will need:
- a valid personal document
- Slovenian tax number (confirmation of Slovenian tax number)
- a personal identification number (PIN)
The officials at the VEM point implement:
- the entry in the AJPES' business register
- the application of the sole trader to the Tax Administration of the Republic of Slovenia
- the application of the sole trader to the compulsory health insurance/self-employment scheme
Step 2: Registration process.
Sole Traders will receive a response about the registration application by post the day after the deadline for the date of establishment. If the sole trader is in a hurry, they may apply to register on the same day from the appropriate branch office of AJPES (before noon).
With a resolution on registration from AJPES, they may open a bank account at the bank they have selected.
A business must take further steps to get permits to perform an activity, employment or to arrange social security in accordance with Slovenian regulations within 8 days after the business is registered and the tax administration office is notified of the accounting system that is planned to use. More+.
How can a sole trader be transformed into a company?
A status transformation should be considered if an owner wants to expand the business and increase its income.
This works by a company being transferred to a new company established due to the transfer of the original company, or if the company is taken over by a capital company, i.e. becomes part of an existing corporate entity.
In both cases, the transfer procedure is regulated by a notary.
Step 1: Notification and resolution
A sole trader is obliged to declare publicly in an appropriate way at least three months prior to transformation (by letters to creditors, in public media, at business premises) that his/her activity will continue in another legal organisational form, and the date of transformation from sole trader into LLC must also be published.
During this period, the sole trader must adopt a resolution on transfer that must contain information about the company and head office, a statement on the company transfer and the assets of the sole trader.
Step 2: Transfer of activity and property
The transfer assigns from the sole trader's enterprise all the rights and obligations of the sole trader to the limited liability company. The limited liability company as the legal successor enters into all legal relations relating to the transferred sole trader's enterprise.
Step 3: Entry in the Companies Register
Transfer to a new company
A sole trader files a proposition for the entry of company transfer in the Companies Register. This must include the decision on the transfer of the company and documents that must be filed upon the entry of the establishment of the new company in the Companies Register
The proposition for the entry of transfer is filed by the sole trader with a notary, who notarises all the necessary documents.
Transfer to an existing company
The transfer of a company to an acquiring company or existing corporate entity is conducted in the same way as the transfer of a company to a new company. The only difference is that, instead of submitting a resolution on the transfer of company, the sole trader must agree a contract on the transfer of the company with the management of the acquiring company.
The contract on company transfer must be agreed legally. By entering the transfer into the Companies Register, the sole trader terminates the implementation of activities, the enterprise is transferred to the new company and the entrepreneur becomes a shareholder in the company.
In both cases, AJPES deletes the sole trader from the Companies Register based on the court decision on the entry of company transfer. Therefore, the sole trader may not file an application for the deletion of the enterprise from the Companies Register in the case of transformation.