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Start-ups>Limited liability companies

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FAQs - Limited liability company

Foreign nationals or legal entities may establish companies within the Republic of Slovenia, provided they have obtained a Slovenian tax number.

The request for registration can also be filed by proxy, on the condition that a suitable certified power of attorney is provided along with an official certified translation into the Slovenian language. The proxy may lodge te registration request through a notary public.

Upon incorporation shareholders must provide a start-up capital of no less than EUR 7,500. The maximum number of shareholders is 50 while the minimum individual contribution is set at EUR 50.

If the founder is a foreign legal entity, a certified translation of the official extract from the national register of the country where the foreign entity has its registered office should be enclosed with the registration application.
An alien who is not registered in the Central Population Register and a foreign legal entity which is not registered in the Slovenian Business Register (the Slovenian Business Register contains legal entities having their registered office in the Republic of Slovenia) but wishes to register with the Court Register as a shareholder or legal representative (natural persons only) must obtain a Slovenian tax number prior to registration in the Court Register.

It can be obtained at the local Tax Administration of the Republic of Slovenia (DURS) outlet:
The following enclosures must be attached with the request for registration of a limited liability company (d.o.o.) in the Court Register:
  • Memorandum of Partners / Articles of Incorporation
  • Partner's Tax Statement
  • Resolution Appointing the Company Legal Representatives
  • Legal representative's statement (each legal representative's consent to his or her appointment to serve
  • in the capacity of director or procurator)
  • Resolution on designation of a business address
  • Certificate from a bank regarding the start-up capital deposit

The AJPES VEM point provides assistance in preparing the registration request and the required documents to be attached to the request, with the exception of the bank certificate regarding the start-up capital deposit, which is issued by the relevant bank.
On average, it takes the court an average of two days to pass a decision on registration in the Court Register. The court will send or e-mail a Decree on Registration to the address indicated in the request for registration for official deliveries.
The notification of registration in the Slovenian Business Register will be sent at the same time as the Decree.
The court decree on registration of incorporation also includes the unique identification number (registration number) and a tax number of the company, assigned in the course of the registration procedure.
The AJPES VEM point can also be used for the following services:
  • Registration of tax data (registration in the tax register, notification of a change of the tax period, calculation of the estimated tax basis),
  • Submitting the VAT ID number request form 
  • Registration, deregistration and modification of compulsory social insurance data for employees and shareholders
  • Registration, deregistration and modification of basic health insurance for family members
  • Registration of job vacancies
  • Filing an application to obtain a craft business license

Granting authorizations to third-parties to carry out proceedings in the e-VEM system (a company’s legal representative may authorize a third party
- human resources employee or accountant - to carry out e-VEM procedures such as filing forms for compulsory social insurance registration, data modifications, compulsory social insurance deregistration, registration of job vacancies etc.)
The proxy must have a qualified digital certificate in order to use VEM portal services. The legal representative may impose a time limit on or withdraw the power of attorney.
Shareholders of a limited liability company must appoint at least one executive (the director). They may, however, appoint multiple legal representatives (directors or procurators).

The appointed legal representative must sign a statement accepting the appointment to the executive function.
The company name is the name under which a company conducts its business. A company may also use a short form of the company name, if it is registered in the court register. In its business operations, a company must use its full name or short name in the form as it is registered in the court register.

A limited liability company's name must have the following components:
  • indication of the company's operation,
  • indication of its legal form (d.o.o).

The short company name must include at least the element which distinguishes it from other company names, and an indication of its legal form (d.o.o.)
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