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Limited Liability Company - General information

In compliance with the Court Register of Legal Entities Act, AJPES is the manager of the Court Register database as a component part of the Slovenian Business Register (PRS). Due to the merger of the two registers, the procedure for registration in the Court Register and the procedure for registration in the PRS have been merged into a single procedure.

Registration procedure for companies in the PRS / Court Register:

  • registration is carried out via the e-VEM system in electronic format,
  • the application for registration in the Court Register can be submitted at a VEM point or with a notary public,
  • registration procedures and procedures involving changes of data in the PRS / Court Register are provided to companies free of charge at VEM points,
  • the application for registration in the Court Register is subject to a decision of the court,
  • information on the registration and documents that serve as a basis for the registration are published on the AJPES website immediately after registration in the Court Register,
  • the decision on the registration in the Court Register is sent to the company in paper or electronic format (to a secure email account).


Article 10a of the Companies Act stipulates limitations on establishing companies and acquiring shares in companies. These limitations mean that an individual cannot establish a company or acquire a share in a company that is checked in the e-VEM system prior to submitting the application for registration or prior to the company being registered in the Court Register.

If the subject of the registration is not the owner of the facility at the business address provided in the application for registration, they shall (pursuant to the fourth paragraph of Article 4 of the Court Register of Legal Entities Act, valid as of 09/10/2013) also include a certified statement from the owner of the facility that they allow the subject of the registration to conduct business at the stated address. The statement may be certified by an administrative unit, a notary public or a VEM point.

The applicants can submit the following applications for registration in the Slovenian Business Register / Court Register at AJPES branch offices as VEM points, which are realised via the e-VEM system:

  • application for the registration of a limited liability company,
  • application for the registration of a simple change of data for a limited liability company (change of registered office, business address, company name, representatives),
  • application for the registration, change of data or deregistration of a subsidiary of a limited liability company,
  • application for the registration of data that is managed only in the Slovenian Business Register and that does not represent an amendment to the Articles of Association or the Contract of Members (data on activity under SCA, contact information, on parts of business entities excluding subsidiaries, information on SKIS codes).

The only exception is the submission of an application for the registration of a limited liability company where the founders are spouses or cohabiting partners. Pursuant to the Notary Act, in such a case, the Contract of Members has to be concluded in the form of a notarial deed and the procedure may only be performed by a notary public.

Information on the registration and the documents that serve as the basis for the registration in the Slovenian Business Register / Court Register are published on the AJPES website immediately after registration in the Court Register and the company receives the decision on the registration in the Court Register in paper or electronic format (to a secure email account).

If the applicant is not the owner of the facility at the proposed business address, the application has to include a certified statement from the owner of the facility that they allow the subject of the registration to conduct business at the stated address. The statement may be certified by an administrative unit, a notary public or a VEM point.

If the shareholder is a foreign legal entity or natural person and if the representative is a foreign national, they must be issued a Slovenian tax number before registration in the Court Register. The tax number is obtained upon registration in the Tax Register at the local tax office.
To obtain a tax number, foreign nationals must fill out a special request form (Form DR-02) and enclose a photocopy of valid personal ID.
Foreign legal entities must file a special request form (Form DR-04) and enclose a certified translation of an extract from the companies register issued at the entity’s place of incorporation. The procedure to issue a tax number may take several days.

A founder or partner of a limited liability company cannot be an individual who:

  • has been imposed a final sentence of imprisonment for criminal offences stipulated by the act governing companies,
  • is publicly published on the list of persons not submitting tax assessments or tax debtors in the last 12 months pursuant to the act governing taxation,
  • directly or indirectly holds a share of more than 25 percent in the capital of a company that is publicly published on the list of entities not submitting tax assessments or tax debtors in the last 12 months pursuant to the act governing taxation,
  • has been imposed a fine at least twice by a final judgement for an offence related to remuneration for work or for an offence related to undeclared work,
  • directly held a share of more than 50 percent in the capital of a company that was deregistered from the Court Register pursuant to the act governing financial operations, insolvency and compulsory dissolution proceedings,
  • established a limited liability company in the last three months or acquired a share in a limited liability company less than three months old, unless this limited liability company meets the conditions stipulated by the act governing companies: it has a bank account, it has no outstanding tax liabilities, one person has been continuously employed for at least one month, etc.

The limitations under items 2, 3, 5 and 6 are automatically checked in the e-VEM system with the direct exchange of information between the relevant authorities. If these limitations are applicable, the application for registration cannot be submitted. The court verifies the limitations under items 1 and 4 prior to its decision on registration.

As of 01/02/2008, activities are registered only in the Slovenian Business Register and no longer in the Court Register. The main activity (the activity with which the company generates the majority of its revenue or where it employs the majority of its employees) is registered in the Slovenian Business Register together with statistically significant activities (activities that the company actually conducts that represent a significant part of its operations). The activity that a company wishes to register in the Slovenian Business Register has to be stated in the Articles of Association.

The Articles of Association have to include all the activities that are entered in the Slovenian Business Register and other activities that the company performs. They can also include activities that the company plans to perform.

The application for the modification of contact information or an activity in the Slovenian Business Register (which is already included in the Articles of Association), is submitted to the VEM point with a Request for the registration of modification in the Slovenian Business Register alone. If the activity is not yet included in the Articles of Association, a Request for the registration of modification in the Court Register has to be submitted, which simultaneously regulates the modification of the Articles of Association and the Slovenian Business Register.

More information is available on the Slovenia Business Point state portal. 




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