The foundation of sole proprietorships or companies in Slovenia is defined by the Companies Act.
Legal Organisational Forms of Enterprises
Companies Act (ZGD-1) defines various legal organisational forms. The most common are Private Entrepreneur and Limited Liability Company. Other possible forms are: Unlimited Liability Company, Public Limited Company, Limited Partnership and a Limited Partnership with Share Capital.
Individual Private Entrepreneur – s.p.
- Natural entity (holder of rights and obligations) is liable for his/her obligations with all his/her personal property.
- There are no members and no founder's capital.
- Limited powers and liabilities in carrying out commercial transactions.
Limited Liability Company (d.o.o.)
- The authorised capital is composed of an amount of contributions paid in by members – the appropriate portions necessary to operate their business; there can also be a single member.
- The personal elements are more explicit, the number of members is limited, there are no shares issued.
- The members are entitled to profits in proportion to their contributions (or contractually).
- The decisions are taken by all members (in proportion to their contributions or contractually).
- LLC (d.o.o.) has a manager(s) who runs/run a company at his/their responsibility.
- Unlimited Liability Company (d.n.o.), Limited Partnership (k.d.), Dormant Partnership (t.d.).
- The members assure their position in commercial transactions with their personal property and the unlimited liability of all members (for d.n.o.), or with the property of at least one member (for k.d.).
- A dormant partner in a Dormant Partnership gains his/her right to participate in profits by a contribution paid in to the company.
Companies with Share Capital
- Public limited company (d.d.), Limited Liability Company (d.o.o.), Limited Partnership with Share Capital (k.d.d.).
- PLC (d.d.) has its capital divided into shares.
- At least 5 founders (natural persons or legal entities).
- Shareholders are entitled to participate in the management and dividends or a proportional share of the remaining assets following liquidation.
- The compulsory bodies for a d.d. are: a management board, a supervisory board and a shareholders' assembly.
Business Activities and Related regulations
Handicraft activity includes the following characteristics: the production or services are carried out on the basis of individual purchase orders, the ordered batches are small, and serial production is not a substantial part of the activity. Most of the information about setting up a handicraft business can be found on the website of the Chamber of Crafts of Slovenia:
Agricultural activity is defined in detail by the Agriculture Act (ZKme-1), which defines the various activities and requirements of an agricultural nature.
Persons engaged in the liberal professions are most often likely to join the following professional chambers:
Business Plan and Evaluation
Before setting up an enterprise the entrepreneur has to draft a business plan. This is a kind of map, which contains the business policies and helps in the early discovery of a possible deficiency in the business-related ideas.
To succeed, a new business needs a sound commercial strategy and secure financing.
Some standard requirements to be completed when setting up a business are the same as when opening a branch.
The Services Directive: Points of single contact
The Services Directive is a European law that aims to make life easier for businesses that wish to provide services in the European Union – in their home country or abroad. The Directive defines the rules that apply to entrepreneurs wishing to establish a business or perform temporary services in the EU/EEA area (the 27 EU member states, plus Iceland, Liechtenstein and Norway). It obliges member states to eliminate unnecessary bureaucracy, simplify formalities for businesses and make public administrations more efficient.
For the implementation of the Directive, each member state had to set up ‘Points of Single Contact (PSC)’ , e-government portals which help businesses complete their administrative procedures on-line. The PSCs provide comprehensive information on all administrative matters related to setting up or expanding a services business in a given country. This includes for example:
- Which licences, notifications or permits do I need to obtain to start a business (at home or abroad)?
- What do I need to do when I want to offer my services abroad on a temporary basis?
- What do I need to do to apply for a licence? Which authority is responsible?
- Are the licences subject to a fee? What kinds of deadlines apply?
- Which acts and decrees apply in my sector?
- What do I need to do to establish, for instance, a restaurant or a shop? Or to work as a tour operator in another country without actually setting up a company?
- Where can I turn for personalised advice and further information?
With the PSCs, you no longer need to approach various authorities one by one!! The PSC allows you to find all relevant information and to send in your online applications to the responsible authority through one single contact point, the PSC. You can complete your administrative formalities electronically through the PSC. Just contact the PSC of the country that you want to do business in.
All PSCs are part of the European EUGO network; through a central website you can easily access all PSCs in Europe. Of course, the services of the PSCs are optional. You may always address yourself directly to the relevant authorities, too.
One Stop Shop
"OSS " (VEM) entering point is a network of selected entities, who operate throughout the Slovenian territory and offer their support services at the local level to all interested parties within one area.
Via the e-VEM Portal (OSS) you may submit your applications to the different registries, as well as consult and change your data.
Registration of a Company
Registration of an Enterprise
A Private Entrepreneur acquires the ability to engage in business with an entry in the Business Registry of Slovenia (BRS).
The Agency of the Republic of Slovenia for public and legal records and services conducts the registration procedure. The application for an entry in the Business Registry of Slovenia (BRS) should be filled in, using the standard form "Application for entry in the BRS". You can fill in your application by yourself and sign it by electronic signature or submit it at the "OSS" entering point of the e-VEM system of the Agency of the Republic of Slovenia for public and legal records and services.
If the registered activity is the sole or main activity of an enterprise, your data must be registered for pension and disability insurance, compulsory health insurance, maternity protection and insurance in the event of unemployment. The registration also enables the conclusion of employment contracts.
A Limited Liability Company may be founded by the members of a company, who conclude a specific contract. The authorised capital (at least € 7,500) has first to be deposited in a bank account; after the payment of due taxes and completion of the notary procedures, the new company may be entered in the court register.
A Limited Liability Company may also be founded via the VEM websites (OSS), providing that it has a simple form, otherwise this should be done in the notary office.
A Public Limited Company may be founded by one or more members who adopt a statute in the form of a notary record. The minimum authorised capital is € 25,000. The representative and the members of the management board and supervisory board should be nominated. The registration procedure is the same as for a limited liability company.
Registration of Taxpayers
You and your company will become a taxpayer on the same day when you start your business, therefore you must report your company for entry in the national VAT Register. To do so you should fill in various forms at the Tax Office or via the eDavki system.
Application for Social Insurance
All information for natural and legal entities, as well as possibility to settle documents through the web site may be done on the e-VEM portal (one stop shop), where you can get the access to the standard forms by logging-in.
If specific regulations or additional conditions are required for some of your or your company's activities prior to the start of business activities you must acquire a specific administrative authorisation. This is usually the case with a craft activity.
With an entry in the register, the entrepreneur acquires the capacity to engage in his activity. There are exceptions for accommodation and catering activities, which need the decision of a government unit, and transportation activities, which need a licence issued by the Chamber of Crafts of Slovenia. The permits necessary for engaging in a particular activity, which must be acquired by an entrepreneur, are shown in the required permits by activities.
Craft activities and craft-like activities
A craft permit is evidence of fulfilling all the conditions for engaging in an activity. With an entry in the craft register, which will be made ex officio by the Chamber of Crafts of Slovenia, an entrepreneur acquires the capacity to engage in a craft-like activity. The activity of home crafts and applied arts can be carried out by a natural person only on the basis of a craft permit which is evidence of fulfilling the conditions for carrying out a craft activity.