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Slovenia

Winding up

Updated 04/2010

Legal requirements

The winding-up of a company is regulated by the Companies Act.

The cancellation of an entry in the Business Register and other registers is regulated by legislation relating to keeping and maintaining of various records.

Types of Winding-up

Voluntary Liquidation

 The Companies Act lays down the different reasons for winding up, including a voluntary decision by the owner or the partners of a limited company.

If you decide to wind up your company or suspend your business activity you must send written notice to your creditors and announce in public your intention to wind up or suspend your business activity. The notifications must include the winding-up date of the company, and they should be submitted no later than 3 months before the notice of commencement is sent, announcing that the winding-up of a company has been initiated.

Shareholders may decide to go into liquidation if they hold shares conferring no less than three-quarters of the total voting power of the members of a company with share capital or if they hold shares which represent the authorised capital of a limited company.

The winding-up of an Unlimited Liability Company may be done in the case of:

  • the expiry of the period fixed in the contract for the company’s formation
  • ordering its winding-up by a decision of its members
  • a declaration of bankruptcy
  • decease or termination of a member, unless otherwise determined by the contract of the members
  • notice of termination
  • winding-up by a court order.

Compulsory Winding-up

If a company's loss exceeds the amount equal to half the value of the company's authorised capital, and if such loss can not be covered against the account of allocated profits or reserves, and if a debtor is more than 2 months late with balance of his due payments, the company may take measures in accordance with the Financial Operations, Insolvency Proceedings and Compulsory Dissolution Act which lays down:

  • proceedings in bankruptcy over legal entities, or;
  • proceedings for compulsory liquidation.

 Proceedings in bankruptcy over legal entities will be instigated following a proposal by a debtor, creditor or the Public Guarantee and Maintenance Fund of the Republic of Slovenia which settles the debt claims of workers against the debtors. A petitioner will lodge his petition with the authorised body, as well as pay in advance the amount necessary to cover the starting costs envisaged for the commencement of a proceeding in bankruptcy.

 Proceedings in compulsory liquidation will be undertaken ex-officio by a Court, or upon a petition filed with the authorised body by a person entitled to act in such events. The parties to proceedings in compulsory liquidation are the partners of the legal entity, against whom the proceedings are instigated, and not the creditors.

When filing for bankruptcy is the only option left for a business owner, it pays to cut losses, initiate proceedings sooner rather than later, and move on to a new business project.

Administrative procedures

One Stop Shop

Via the e-Vem Portal you may submit your applications to the various registries, as well as consult and change your data.

 The Agency of the Republic of Slovenia for public and legal records and services (AJPES) keeps registers (BusinessRegister and Court Register), record entries, deals with applications and processes data on economic and non-economic activities.

Cancellation of Registration

Cancellation of Business Registration

 An Application to cancel an entry in the Business Register must be submitted no less than 15 days prior to the actual date of cancellation.

This may be done on the e-OSS Portal (e-VEM) or at the OSS points.

The Decision on Liquidation, which must be delivered to a registrar (authorised body for keeping records) will contain the following data:

  • Reasons for going into liquidation;
  • The deadline for the delivery of debt-claims issued by creditors, shareholders or members (which must be more than 30 days);
  • Details on trustees.

After all obligations have been paid and the remaining assets of the company have been distributed a trustee will:

  • submit the report received on proceedings in liquidation;
  • submit the decision on the allocation of assets;
  • propose the cancellation of business registration.

A company may be wound up if all the shareholders propose the cancellation of business registration without liquidation.

They must also submit their decision on winding-up by the summary procedure, and the declaration on the settlement of all the company's obligations, approved by all shareholders and members, and acknowledged by a notarial deed.

A registrar (the authorised body for keeping records) may require proofs and guarantees.

Social Security De-registration

M-2 Form is drafted for the de-registration of individuals from a compulsory social welfare insurance. The insurer liable to provide for the registration of insured persons in the social welfare schemes is also responsible for deregistration, which may be done by the submission of Form M-2 completed electronically, through the e-OSS (e-VEM) Portal for private entrepreneurships.

Deregistration of Taxable Persons

The Tax Authority will issue a decision on the cancellation of registration if the taxable person:

  • stops making taxable revenues, or
  • has not submitted an account statement in the last 12 months.
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