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Doing Business in Slovenia

Slovenian civil law system is for a large part deducted from German civil law, for which reason the several types of legal business entities are more or less similar to corresponding German entities (such as the GmbH).

A distinction is being made between personal and capital-driven entities:

Personal entities:
sole traders (s.p. – samostojnega podjetnika), partnerships with modified legal personality (d.n.o. – družba z neomejeno odgovornostjo), limited partnerships (komanditna družba), and civil or “silent” partnerships (t.d. – tiha družba).

Capital entities:
limited partnership with shares (k.d.d. – komanditna delniška družba) limited liability company (d.o.o. – družba z omejeno odgovornostjo) and public company (d.d. – delniška družba) and the European Company or SE (evropska delniška družba).

As in many European countries, the most common entities are the s.p. and the d.o.o. Due to the European Cross-Border Merger Directive, it is now also possible to merge e.g. a Dutch limited liability company with a Slovene d.o.o.

A company formation in Slovenia is relatively easy and formalistic, but usually requires the assistance of a notary public. Companies are being registered at the trade register, held by the Slovene Courts. Information from the trade register is easily accessible via “Ajpes”, an online and free-admission databank.

Company formation for the d.o.o. has recently been simplified. On 1. February 2008 a so-called single access point (“VEM”) began to operate, aiming at lowering costs for the incorporation of the d.o.o. and providing a simplification of administrative procedures.

Founders may establish a d.o.o. at the VEM point under two conditions:

• all the contributions have to be paid in cash and prior to the registration of the company; and

• the articles of association have to be drafted in a special form (in short, only the mandatory and most common provisions can be incorporated in this form).

In order to found a d.o.o., founders have to visit the VEM entry point in person, as the authorized person has to carry out their identification.

Don’t forget to get a corporate rubber stamp after the incorporation of your company. This device is practically needed for everything in the start-up phase and it is advisable to carry it with you all the time.





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