The most suitable legal form for an Italian entrepreneur in Slovenia is the limited liability company (d.o.o. - družba z omejeno odgovornostjo); establishment is simple and fast and requires a minimum share capital of 7,500 euros. Partners may be natural or legal persons, may be one or more persons (up to 50; for higher numbers the approval of the Ministry of Economic Affairs is required) and the minimum contribution for each person is 50 euros. At least 1/3 of the initial share capital must be paid in cash. Before registration, at least 25% of the contribution of each partner must be paid in cash; the total amount of all contributions paid must be at least 7,500 euros.
If the business is also established with the goods in kind, each member of the company is required to present a statement certifying the ratio between shares and the value of goods in kind in order to show that the resulting amount is not less than mandatory minimum contribution. If the contribution of goods in kind exceeds 100,000 euros, a sworn testimony prepared by a statutory auditor must be submitted. If, however, the amount is invested by an existing company, that company will have to submit its financial statements for the last two years.
The limited liability company (d.o.o.) is established by Articles of Association which are notarised by a notary and signed by all partners. The Articles of Association can also be signed by a delegated individual provided with notarised authorisation. A new limited liability company is registered in two or three days.
Slovenia has strict rules on the name of a company, which should not be in a foreign language. The name of a company in a foreign language is allowed only if it is a famous brand already registered or the surname of the founder of the company.
The administrative rights of the partners are provided for in the articles of association. Otherwise, the regulations provided for in the Commercial Code are applied. The main body of a limited liability company is the shareholders' meeting. Normally, each partner has one vote for each contribution of 50 euros, unless regulated by a different statutory provision. The establishment of a Control Committee (Board of Auditors) is also allowed. The limited liability company has one or more appointed directors for a minimum period of two years. The mandate is renewable.
To be able to start a sole proprietorship (s.p. - samostojni podjetnik posameznik), residence, or at least a domicile, in Slovenia is necessary.
For a non-EU citizen the following additional conditions apply for qualifying as an entrepreneur:
The firm may operate under an ordinary or flat-rate accounting scheme. Choosing to establish a flat-rate sole proprietorship is an excellent solution for those who provide only services and consultancy or for the owner of a limited liability company. If this type of business is chosen, it is not necessary to manage accounting but only the list of invoices issued; at the end of the year, the costs calculated at a flat rate of 70% are deducted from the total turnover, and a rate of 20% as tax is calculated on the profit thus obtained. Thus, on sales of 50,000 euros, the taxes to be paid amount to just 3,000 euros, or 6% of turnover. In addition to taxes, the employer must also pay social security contributions (healthcare, pension fund and accident insurance), which amount to just over 300 euros monthly. The maximum turnover envisaged for this type of business is 50,000 euros per calendar year.
A foreign enterprise can undertake an activity in Slovenia through the opening of secondary offices. Foreign companies resident within the European Union and the "European Economic Zone (EEZ)" can open a branch in Slovenia. Enterprises from non-EU countries can only establish secondary offices in Slovenia if they have registered in the business register of the country of origin for at least two years. The secondary office carries out its activities in the name and on behalf of the parent company. The name and address of the parent company must be indicated in all transactions, and the parent company is required to appoint a representative with residence in Slovenia. The parent company is liable for all activities of the secondary office (branch).
The application for registration of the secondary office in the Court Register must contain:
All documents must be submitted in their original language; however, copies must be submitted in Slovenian.
|Average start-up times||
|Availability of pre-established (ready-made) companies||No|
|Accounting||Annual. Periodic declaration and settlement of Slovenian VAT (monthly or quarterly);|
|Average taxation||20% - Flat tax|
|Published information about the company's directors||
The names of directors and shareholders appear in the Public Register
|Legislation and controls||
The Slovenian Business Register (PRS) is managed by the Agencija Republike Slovenije za javnopravne evidence in storitve – AJPES (Republic of Slovenia Agency for Public Legal Records and Related Services).
|Confidentiality||Bearer shares are not permitted|
|Risk indicators||Average political risk: 22%