Doing Business in Slovenia

Business presence

There are different ways to start business in Slovenia. According to § 3 and § 1 of the Slovenian Companies Act (ZGD-1) a company is defined as an entity that independently performs a gainful activity on the market focused on profit, but not exclusively. The Companies Act defines all kinds of Companies established in Slovenia.All of them are established with the registration at the Companies register of the Local Court and in Business register of Slovenia. Both are public registers and everyone can look in them on the web site of the register.

The procedure to set up a company and start business depends on the variety of the entities. The most common entity to start business in Slovenia is D.O.O. (Družba z OmejenoOdgovornostjo – Limited Liability Company, either as partnership or single partner) and S.P. (SamostojniPodjetnik – Sole Entrepreneur as an individual registered for business).

There are few formalities and quick registration process, if you start a business as a Sole Entrepreneur or Limited Liability Company with only one partner. For more sophisticated entities there are more steps to establish the company and also the founding acts have to be notarized by the Notary Public who also enters new entities in the Business register. There are no requirements of nationality or residence for founders or legal representatives of the Company registered in Slovenia.

Types of company

Here is a short description of only the most important forms of Companies in Slovenia with some distinctive features:

Other possibilities to do business

Alternatively, you may also act with your foreign Company in Slovenia in different ways.

Setting up a business

Sole Entrepreneur

An individual person is able to set up a business in one day. It is necessary to complete and submit a formal application for entry in the Slovenian Business Register and it could be done in certain administration points with full electronic registration. An entrepreneur may start doing business on the date of submission of the application. The entry in Business register is made no later than next business day after the electronic registration.

Company

After making the decision as to the form of doing business, certain steps must be taken to set up a company. Above we mentioned general principles in that regard – the steps are different for each type of company.

Generally, in most of cases it is obligatory to draw up a company’s statute (Founding Act). Founders have to pay in share capital (where it is obligatory at least in minimum amount) and prove the payment before registration. The founders have to appoint the company’s governing bodies and representatives.

There are some restrictions to be a founder or representative of the Company in Slovenia. The founder has to prove the tax obligations are being payed (his and of Companies where with 25% share he is involved), that he has no criminal charges,not being fined in connection with a payment for work or an offense related to illegal employment and pass some other restrictions. The Local Court checks these restrictions before registering the Company in Business register.The Company also needs an approval of the owner of the property, where the seat of the Company will be registered.

Finally an application for registration shall be submitted electronicallyby the Notary Public on an official form with all needed attachments. The Company is established with the registrationof the company in the Company Register by the Local Court.

For some kind of business the Company (and Entrepreneur) should also submit an application for Trade or Craft Registration at the local trade/craft office to get an approval according to the Trade, Commerce, Craft and Industry Act.

All Companies receive the identification number and the Slovene tax number. An application for VAT registration can be filed with the State Tax Administration only after incorporating the company with the Company Register. According the Law the turnover threshold for mandatory VAT registration in 2017 is 50,000 € annual income.

Labor law framework

Labour relations are governed by the Slovene Labour Law, which is above collectiveagreements between the companies and the employees’ representatives, which are both above the Employment agreement. The employment agreement needs to be written and may change the Law only in favour of the employee.All foreign employees, except citizens of EU/EEA member states and Switzerland, require a work permit to be employed in Slovenia.Registration of each employee by the Social Security is compulsory for the employer.

Statutory minimum wage is regulated by the State every year (in 2017 it is 804,96 € before taxes and duties).

Limitation of the term of the agreement is possible by the legal reasons (exception which in practice became general) for limitation. There is a limit of two years possible (successively) limitation for same reason and same working place, otherwise the contract is treated as for indefinite time.

Daily working time is generally 8 hours. Minimum vacation by the Law is 4 working weeks a yearand some additional days for certain reasons. The Company has to pay the wage payment in case of sick leave up to and including one month (afterwards compulsory health insurance).

Social security contributions (health, nursing, unemployment, pension) split between employers and employees (22,10% for employee and 16,10% for employer additional to net salary).

Dismissal is lawful in case of statutory reasons in written form with period of notice from 15 – 60 days. Slovene jurisdiction is employee friendly. Dismissal is effective if not a complaint of unfair dismissal is suited within 30 days after delivery.

Acquisition of land

There are no special restrictions to acquire real property in Sloveniafor foreigners from the states which entered in the International treaty with Slovenia (all counties EU, EEA, and OECD) otherwise under condition of reciprocity.

There are different ways to acquire the land (inheritance, agreementand statute) and the tax obligation varies of many facts. All agreements have to be “duty payed” and the signature of the transferor has to be notarized by the Notary Public, before the acquirer could be registered in the real estate register of the Local Courtand becomes a new proprietor. The real estate registeris only electronical from 2011 and the entry is processed electronically only by authorised persons (attorney at law or by the notary). The process is very quick (possible in few days to few weeks).

Taxation

Company with residence in Slovenia is taxable entity on all its profits, wherever realized. Foreign company with residence in other state and with its branch in Slovenia is taxed by Slovene law on its income realized in Slovenia.

The tax rate of corporate tax for branch or Capital Company is 19% in 2017.

Individuals (also Entrepreneur) are obliged to pay the income tax. The tax rate varies from 16% to aprox. 50%.

VAT standard rate in 2017 is 22%, except for some statutory goods and services (as agricultural products, food, water, medicine, transport, art objects, hotel stays, etc.)there is a lower rate of 9,5% charged.

Conclusion

Doing business in Slovenia is not difficult, but needs some efforts and knowledge in the beginning to make sure you start with the right business structure. It is very important to get advice from the local expert, who can lead you smoothly through the foundation process, so you can dedicate to your own business.

Publisher: Law firm Grilc, Starc & Partner


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