A limited liability company (druzba z omejeno odgovornostjo – d.o.o.) is a company whose capital is made up of the basic shares contributed by partners. The shares are not securities.
A limited liability company is liable with all its assets for its obligations, whereas the shareholders are not liable for the company’s obligations.
Limited liability companies are legal persons that obtain such status upon court registration. The name of the company must contain the abbreviation d.o.o.
A limited liability company may be established by one or more domestic or foreign, legal or natural persons by signing the act of incorporation. A limited liability company may have a maximum of 50 partners. If a limited liability company has more than 50 shareholders the approval of the minister responsible for economic affairs must be obtained.
A limited liability company may begin operating as soon as it has been registered in the Court Register. The Court Register is part of the Slovenian Business Register, maintained and administered by AJPES (the Agency of the Republic of Slovenia for Public Legal Records and Related Services). A limited liability company may be registered at one of the following business start-up points:
One-stop shops: VEM points
A simple limited liability company with one or more founders may be registered at any of 246 VEM access points (one-stop shops) in Slovenia. Certain conditions have to be met
(a prescribed Act on Establishment form has to be used); in other cases, registration has to be done through a notary public. Foreign founders must obtain a Slovenian tax number from the Financial Administration of the Republic of Slovenia (FURS) prior to registration.
On-line registration: e-VEM
In case of a single-member limited liability company, the registration may be done on-line through the state portal for businesses called e-VEM. A foreign founder must obtain a Slovenian tax number (provided by FURS) and a digital certificate (provided by a certification authority in Slovenia) before registration. A personal identification number is assigned to foreign natural persons simultaneously in the same procedure.
In order to register a company on-line several conditions must be met: a prescribed form pursuant to the Act on Establishment has to be used and an electronic book of decisions must be opened.
Where the conditions for establishment through VEM points are not fulfilled (the Act on Establishment is different to the standard form used at VEM points, capital partly or wholly paid up by contributions in kind and in other cases) the company must be established through a notary public.
Regardless of the entry point (e-VEM, VEM or a notary public) registration is carried out via the e-VEM system which connects all institutions involved in the registration procedure and other relevant procedures (tax data submissions, social insurance registration, registration of job vacancies etc.).
When a company is registered in the Court Register, it is automatically registered in the Slovenian Business Register as well. The court issues a decision on registration of an enterprise in the Court Register which is sent to the company by post or secure e-mail. The delivery option is indicated by the applicant when filing the registration request in the Court Register. Notification of registration in the Slovenian Business Register is sent to the company at the same time as the court decree.
The minimum founding capital is EUR 7,500. The minimum contribution of each shareholder is EUR 50. The value of the contributions may differ.
Before registration at least 25% of each shareholder’s cash contribution must be paid in; the sum of all paid contributions must be at least EUR 7,500. There is no requirement that part of the founding capital must be paid up in cash; it is also possible to contribute all the initial share capital in the form of a non-cash contribution or non-cash acquisition only.
Contributions in kind must be made in full before registration. Where the value of contributions in kind exceeds EUR 100,000, their value must be assessed by a certified independent accountant. In the case of an enterprise being invested in the company, its balance sheet and the profit and loss account (statement) must be enclosed with the report on ‘in-kind business shares’ and submitted to the court upon registration.
On the basis of their contributions the partners acquire a business (equity) share that is expressed as a percentage of the company’s capital.
Securities must not be issued for the business shares. The shares are transferable, but the other shareholders have a pre-emptive right.
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