Corporate Law at Slovenia
Sure! Here’s a concise overview of Corporate Law in Slovenia:
Corporate Law in Slovenia
1. Legal Framework
Corporate law is mainly governed by the Companies Act (Zakon o gospodarskih družbah - ZGD-1), which regulates company formation, governance, restructuring, and dissolution.
The law is aligned with EU directives and best practices.
2. Types of Companies
The main types of business entities under Slovenian law are:
Družba z omejeno odgovornostjo (d.o.o.) — Limited Liability Company (most common for SMEs)
Delniška družba (d.d.) — Joint Stock Company (used by larger companies)
Sole Proprietorship
Partnerships (general and limited)
3. Company Formation
Limited Liability Company (d.o.o.)
Can be formed by 1 or more founders (individuals or legal entities).
Minimum share capital: €7,500.
Founders must draft and notarize the Articles of Association.
Registration at the Slovenian Business Register.
Registered office in Slovenia is mandatory.
Joint Stock Company (d.d.)
Minimum share capital: €25,000.
Suitable for large businesses or those seeking public listing.
Requires a Management Board and Supervisory Board.
4. Corporate Governance
d.o.o.: Managed by one or more directors; shareholders hold general meetings.
d.d.: Managed by a Management Board, overseen by a Supervisory Board.
Directors and managers owe fiduciary duties and must act in the company's best interest.
5. Capital and Shares
d.o.o.: Shares are typically not freely transferable without shareholder approval.
d.d.: Shares can be publicly traded or privately held.
Contributions can be in cash or in kind.
6. Foreign Investment
No restrictions on foreign ownership.
Foreign investors can fully own companies.
Slovenia’s EU membership facilitates cross-border business.
7. Taxation
Corporate income tax rate: 19%.
Compliance with EU tax regulations and bilateral treaties.
8. Reporting and Compliance
Annual financial statements must be submitted to the Agency of the Republic of Slovenia for Public Legal Records and Related Services (AJPES).
Certain companies must undergo statutory audits.
General meetings are required annually.
9. Dispute Resolution
Commercial disputes are settled in Slovenian courts.
Arbitration is recognized and frequently used in commercial contracts.
Business Environment Highlights
Slovenia offers a transparent, EU-compliant corporate legal framework.
Business registration is efficient with online services available.
Attractive for both local entrepreneurs and foreign investors.
Strategic location in Central Europe.
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