Starting your business
A brief overview on how to open your business in Slovenia and most common types of legal entities and offers for foreign investors
First steps of setting up business in Slovenia made easy
Setting up a business in Slovenia is straightforward and stress-free. Business can be set up electronically in just a few days as long as all your documents are in order.
Here’s a step-by-step overview of what you need to do to start your business in Slovenia
1. Step
Documentation needed to register a company:
- Founding company act / agreement,
- appointment of legal representative/ business address
Time to complete
After receiving all required information and documents
Associated costs
Only legal costs, if carried out by legal advisor
Additional information
You will need:
- a Slovenian business address (required for the company registration documents);
- identity document
- tax number
- to appoint a general manager CEO
2. Step
Reserve a temporary
company name (optional)
Time to complete
1 day
Associated costs
Free
Additional information
Submit an application (e-VEM point) to the Register of Legal Entities. This name will be reserved for 12 months.
3. Step
Open an accumulative bank account
Time to complete
1 day
Associated costs
Free
Additional information
This accumulative bank account is only used for depositing share capital. Later any bank can be chosen for operations. Minimum required share capital – 7500 EUR.
4. Step
Quick registration at the e-VEM point or at a notary’s office
Time to complete
1 – 2 days
Associated costs
e-Vem point – Free
Notary – 400–750 EUR depending on the amount of share capital
Additional information
Please note (you must go to notary):
- if the company will have more shareholders and the shareholders would like to regulate in founding agreement relations between themselves, rights and powers and procedures or
- you invest the share capital in the form of a contribution in kind or part in kind and part in cash
5. Step
Register the company in the Register of Legal Entities
Time to complete
4 – 5 days
Associated costs
Free
Additional information
The documents may be submitted to the register only after they have been notarised. (step 4).
6. Step
Convert the accumulative bank account into a settlement account
Time to complete
1 day
Associated costs
Free
Additional information
Monthly costs for settlement account is bettwen 13 and 25 EUR.
7. Step
Arrangement of other required registration
Time to complete
2 – 10 days
Associated costs
Free
Additional information
Social insurance (for employees in d.o.o.), entry in the tax register, notification to FURS and obtaining a tax number
Most common types of entities for foreign investors and their features
Company registration | LTD |
What does it mean? | legal person, owned by natural person(s) |
Form | d. o. o. |
Taxation | 19 % of profit |
Responsibility | limited by share capital |
Minimum number of stakeholders | 1 member |
Maximum number of stakeholders | 50 members |
Minimum amount of capital | ≥ 7,500 EUR |
Company registration | VEM/SPOT, notary office |
Company registration | Branch Office |
What does it mean? | not a legal person, part of existing company |
Form | d. o. o. |
Taxation | |
Responsibility | legal entity, owner of the company. |
Minimum number of stakeholders | |
Maximum number of stakeholders | |
Minimum amount of capital | |
Company registration | Notary office |
Company registration | Sole Proprietorship |
What does it mean? | natural person (citizens of EU; third country citizens, living in Slovenia for at least one year) |
Form | s. p. |
Taxation | 16 %, 27 %, 34 %, 39 %, 50 % (personal income taxation) |
Responsibility | unlimited |
Minimum number of stakeholders | 1 member |
Maximum number of stakeholders | 1 member |
Minimum amount of capital | 0 |
Company registration | VEM/SPOT, notary office |
Company registration | Subsidiary |
What does it mean? | legal person, owner is a legal entity |
Form | d. o. o. |
Taxation | 19 % of profit |
Responsibility | limited by share capital |
Minimum number of stakeholders | 1 member |
Maximum number of stakeholders | 50 members |
Minimum amount of capital | ≥ 7,500 EUR |
Company registration | VEM/SPOT, notary office |
Comparison between LTD and Brench office
Limited liability company | Brench office | |
Minimum amount of share capital | ≥ 7,500 EUR | No share capital requirements |
Registration procedure | Registration in 1–2 weeks | |
Founders | By one or more domestic or foreign, legal or natural persons | By foreign legal person |
Shareholder’s liability | A shareholder may be held liable for the obligations of a company only when the company fails to fulfill it’s obligations because that shareholder has acted unfairly | Not a separate legal entity, but a structural unit of it’s mother company. The founder is liable for the obligations of a branch |
Residence requirement | There are no residence requirements for the general manager or the other members or other bodies | If the founder of a branch is a non-EEA company, at least one person acting on behalf of the branch should reside in Slovenia |
Corporate governance | General meeting of shareholders (sole shareholder) and general manager (single-member management body) are mandatory bodies | General manager is a mandatory management body |
Should setting up your own greenfield investment project be too risky, there are always other options available that will allow to make your business happen in Slovenia:
Establishing a branch
By establishing a branch office and appointing a branch manager, a foreign company is able to reduce its costs. As far as Slovenian law is concerned, the branch manager is the official branch office representative, and it is their responsibility to sign documents and organise the accounting of the branch office. Moreover, every branch office has to be registered with the Slovenian Registry of Legal Entities, and is responsible for the maintaining of its own accounts.
Mergers and acquisitions
When acquiring an existing business in Slovenia, you can either purchase its shares or its business assets. If the existing business is conducted through a partnership or a branch office, you can only acquire the business assets.
Partnerships
Partnerships can be created directly by establishing a joint venture, a limited liability company, a general partnership or a limited partnership; or indirectly by the appointment of a commercial agent or a distributor or by setting up a network of franchisees.
The key questions and datas before company registration:
Check list to go through
- Company’s shareholders and representatives
- Form of the company
- Name of the company
- Activities of the company (skd)
- Who would help you establish a company in slovenia?
- Accounting services
- Legal services
- Obtaining single work and residence permit
What do I need to establish a company?
- Tax number for natural persons, form dr-02, send to pt.Fu@gov.Si
- Tax number for company (owner), form dr-04, send to pt.Fu@gov.Si
- Valid passport
- Business address
- Founding company act (vem/spot or notary office)
- Extract from the business registry
- Business report for last fiscal year
- Articles of association
- Share Capital /min. 7.500 eur
- Bank account in slovenia