Podjetje Proevent d.o.o. je uveljavljen računovodski servis, ki nudi računovodske storitve številnim podjetjem v Sloveniji in tujini.
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Difference between aD.O.O.andan S.P.
Difference between a d.o.o. and an s.p.
Formation ofa D.O.O.
Who can establish a d.o.o.?
A limited liability company can be established by:
- a domestic natural person;
- a foreign natural person;
- a domestic legal entity;
- a foreign legal entity.
Upon formation, shareholders must provide a minimum share capital of EUR 7,500. The maximum number of shareholders is 50, and the minimum individual contribution is EUR 50. Pursuant to Article 10a of the Companies Act, a founder or shareholder cannot be a person who:
- has been finally convicted to a prison sentence for criminal offenses specified in the Companies Act (ZGD-1). The restriction expires 5 years after the final judgment or upon deletion from the criminal record;
- has been publicly listed on the list of non-filers of tax returns or the list of tax debtors in the last 12 months based on the law governing tax procedure;
- directly or indirectly holds more than a 25 percent stake in the capital of a company that is publicly listed on the list of non-filers of tax returns or the list of tax debtors based on the law governing tax procedure;
- has been fined at least twice in the last three years by a final decision for an offense related to payment for work or an offense related to illicit employment;
- directly held more than a 50% stake in the capital of a d.o.o. that was deleted from the court register without liquidation according to ZFPPIPP;
- has established a d.o.o. or acquired a stake in a d.o.o. that is less than 3 months old in the last three months, unless that d.o.o. meets the conditions specified in Article 10a of the Companies Act: it has an open transaction account, no outstanding tax obligations, has had at least one person employed continuously for at least one month, etc.
Who can submit a proposal for the formation of a d.o.o.?
All shareholders and representatives must visit the SPOT point. Shareholders must bring a valid identity document (identity card, passport, or other valid document for establishing identity). Foreigners (natural or legal persons) must also bring a Slovenian tax number.
If the founder (shareholder) is a domestic legal entity, the representative of the legal entity must visit the SPOT point (the legal entity must be entered in the Business Register of Slovenia).
What founders need:
A domestic natural person needs:
- Identity document YES
- Personal identification number (EMŠO) YES
- Registration number NO
- Tax number (Slovenian) NO
- Share in capital (e.g., 100%, 50%, 1/3) YES
- Certified translation of an official extract from the register of its registered office NO
A domestic legal entity needs:
- Identity document NO
- Personal identification number (EMŠO) NO
- Registration number YES
- Tax number (Slovenian) NO
- Share in capital (e.g., 100%, 50%, 1/3) YES
- Certified translation of an official extract from the register of its registered office NO
A foreign natural person needs:
- Identity document YES
- Personal identification number (EMŠO) NO
- Registration number NO
- Tax number (Slovenian) YES
- Share in capital (e.g., 100%, 50%, 1/3) YES
- Certified translation of an official extract from the register of its registered office NO
A foreign legal entity needs:
- Identity document NO
- Personal identification number (EMŠO) NO
- Registration number NO
- Tax number (Slovenian) YES
- Share in capital (e.g., 100%, 50%, 1/3) YES
- Certified translation of an official extract from the register of its registered office YES
If the entity being registered is not the owner of the building at the business address stated in the registration proposal, a certified statement from the building owner must be attached, permitting the entity to conduct business at that address. The statement can be certified by an administrative unit or a notary. If the building owner is present, the statement can also be certified at a SPOT point.
Is the appointment of representatives (directors, managers, and procurators) mandatory?
Shareholders of a D.O.O. must appoint at least one management person (director) in their company. A D.O.O. may have one or more managers (directors). Shareholders may also appoint one or more procurators, but not in place of a manager.
The appointed representative must visit in person and sign a statement agreeing to the appointment to the management function and confirming that there are no obstacles to their appointment under the provisions of the second paragraph of Article 255 of ZGD-1. The signed statement of the appointed representative may also be submitted to the clerk by the applicant, but in this case, the signature of the appointed representative must be officially certified.
What a representative needs:
A domestic natural person needs:
- Identity document YES
- Personal identification number (EMŠO) YES
- Tax number (Slovenian) NO
- Type of representative (director, procurator) YES
- Method of representation (joint, independent)* YES
A foreign natural person needs:
Identity document YES
Personal identification number (EMŠO) NO
Tax number (Slovenian) YES
Type of representative (director, procurator) YES
Method of representation (joint, independent)* YES
* If the shareholder appoints multiple representatives to represent the company, they must also determine the method of representation; specifically, they may determine that each representative represents the company independently, or they may determine joint representation by all company representatives.
The SPOT point is not authorized to register restrictions on representation; therefore, in such cases, the client must file the proposal for the formation of the company or the change of data with a notary.
Who is a director and who is a procurator?
The Director/Manager represents the company and manages its business affairs, and is responsible for performing all legal acts that the company carries out in the name and on behalf of the company. A director may be restricted by joint representation through the company’s articles of association. Such representation is characterized by the fact that a contract (and other acts) is validly concluded only when signed by all directors. If the director is not restricted to joint representation, this is referred to as independent representation, in which case every contract is valid once signed by the director. Other potential restrictions on the director (internal restrictions) have no effect in relation to third parties.
A Procurator is a business proxy; their powers are unlimited, except regarding the alienation and encumbrance of real estate, for which they must obtain special authorization. A procuration is a special form of authorization by which the proxy acquires the right to represent the company. A procurator is neither a decision-making body nor a management body in the company, but has the function of representation toward third parties. Unlike other proxies who require special authorizations with a precise definition of the transaction for certain business, a procurator does not require specific concrete authorizations. A procurator does not act as a member of the management board, but rather depending on the powers assigned to them. A procurator can be the person who concludes legal transactions with third parties, while having no authority for decision-making within the company. Procurators can also be restricted by joint procuration. They can also be restricted to the subject of business of an individual company branch. Certain restrictions on procuration (which are unknown to third parties and are agreed upon only between the representative and the procurator) have no legal effect in relation to third parties.
What is a company name and what are its components?
The Company Name is the name under which the company operates. A company may also use an abbreviated name if it is entered in the court register. In its business operations, the company must use the name or abbreviated name in the form in which it is entered in the court register.
The company name (d.o.o.) must include:
- an additional component (fanciful name);
- a designation indicating the company’s activity;
- an indication of the company’s legal form (d.o.o.).
The abbreviated name must contain at least:
- the additional component by which the company name is distinguished from the names of other companies, and
- the indication of the company’s legal form (d.o.o.).
Example:
BIBA-LEZE, online store with toys and children’s equipment, d.o.o.
BIBA-LEZE d.o.o.
The following rules apply when determining the company name:
- the component of the name indicating the activity and the company designation must be in the Slovenian language,
- additional components of the name may, in addition to the letters of the Slovenian alphabet, also contain the letters X, Y, W, and Q; words including other letters may be used as an additional component of the firm if they correspond to the name, first names, and surnames of the shareholders who are part of the company or correspond to registered trademarks,
- the name must not contain the names or symbols of foreign states or international organizations,
- the company name must not contain the word Slovenia or its derivatives and abbreviations, nor words designating the state or a self-governing local community, unless the company obtains permission from the Government of the Republic of Slovenia or the competent authority of the self-governing local community;
government permission is not required if the company name contains only a domain with the “.si” domain extension.
The company name must be clearly distinguishable from all companies entered in the court register. If this is not the case, the registration authority may reject the proposal for the entry of the company in the register. A company that believes the name of a later-established company is not clearly distinguishable from its own name may demand the abandonment of the name, its deletion from the register, and compensation.
It is recommended to check whether an identical or similar company name is already entered in the Business Register of Slovenia before registration.
What are the requirements for performing specific activities?
Companies may perform all transactions as their activity except those that by law may not be performed as commercial transactions. To perform an activity, they must meet general conditions and obtain appropriate administrative permits. Furthermore, to perform certain activities, they must also meet special conditions published on the website: http://evem.gov.si/info/zacenjam/dovoljenja-in-pogoji/.
Where can I find information on whether a craft permit is required for a chosen activity and what the conditions for obtaining it are?
A craft permit is proof of fulfillment of the conditions for performing a craft activity, which are specified in the Decree on Craft Activities. The application for obtaining a craft permit is filed by the company representative.
A craft permit may not be transferred to another legal or natural person. The right to perform a craft activity is acquired upon entry in the craft register.
Legal and natural persons performing a gainful activity in the Republic of Slovenia as a craft activity, a craft-like activity, or a home or art craft, craft cooperatives and forms of their association, as well as all voluntary members, pay a membership fee to the Chamber of Craft and Small Business of Slovenia. More information is available on the OZS website: http://www.ozs.si/.
What is the difference between the registered office and the business address of the company?
Every company must determine a registered office and a business address upon registration.
The Registered Office is the place (settlement) where the company performs its activity and must be specified in the articles of association or the act of formation. A change of the registered office results in an amendment to the articles of association or the act of formation.
The Business Address, which must be in the place of the registered office, is defined by the settlement, street, and house number. A change of the business address within the same place (settlement) results in an amendment to the articles of association or the act of formation only if the business address is entered in the act of formation or the articles of association (as the business address is not a mandatory component of the act of formation or the articles of association).
For our accounting service clients, we offer the possibility of registering a business address at our location.
What is the procedure for obtaining a tax number for a foreign national or a foreign legal entity wishing to register in the court or business register?
A foreigner who is not entered in the central population register, and a foreign legal entity that does not have a registration number but wishes to register in the court register as a shareholder, representative, or member of a supervisory body, must obtain a Slovenian tax number before registration in the court register.
It can be obtained at the locally competent FURS tax office:
- a natural person completes form DR-02,
- a legal entity completes form DR-04,
- a photocopy of a valid identity document must be attached (a foreign legal entity attaches a certified translation of an official extract from the parent register of the registered office of that foreign legal entity).
Which documents must be attached to the proposal for the registration of a d.o.o.?
The following documents must be attached to the proposal for the entry of a d.o.o. in the court register, prepared by the SPOT point clerk:
- act of formation / articles of association,
- resolution on the appointment of representatives,
- a statement from the representative agreeing to the appointment to the function and a statement from the manager that there are no obstacles to their appointment under the second paragraph of Article 255 of ZGD-1 (for each representative separately),
resolution on the determination of the business address, and - bank certificate of the payment of the share capital.
If the entity being registered is not the owner of the building at the business address stated in the registration proposal, a certified statement from the building owner must be attached, permitting the entity to conduct business at that address. The statement can be certified by an administrative unit or a notary. If the building owner is present, the statement can also be certified at a SPOT point.
When does the company receive the court order on registration?
When the founder of a d.o.o. files a proposal for the entry of the company in the court register at a SPOT point and attaches all mandatory documents (including the bank certificate of the payment of the share capital), the SPOT point clerk forwards the registration proposal to the registration authority, which determines the data to be entered in the Business Register of Slovenia and sends the proposal for resolution to the competent registration court. Within a few days, the court sends the Order on the Registration of the Entity’s Formation to the company’s address designated for service in the registration proposal; in the case of an incomplete application, it requests a supplement to the registration proposal. Simultaneously with the order, it also sends a notification of entry in the Business Register of Slovenia. The court order on the registration of formation also states the company’s tax number, which is assigned automatically upon entry in the court/business register based on a direct electronic connection with the Financial Administration of the RS.
What other applications (data) can be submitted via the eVEM portal?
The following services can also be performed via the eVEM portal:
- Submission of tax data (entry in the tax register, notification of a change in the tax period, calculation of the predicted tax base),
- Submission of a request for VAT identification,
Registration, deregistration, and changes of data in compulsory social insurance, - Registration and deregistration of insurance for work-related injuries and occupational diseases,
- Notification of a job vacancy,
- Submission of an application for a craft permit,
- Authorizing third parties to perform procedures in the system
A company representative may authorize a third party (accountant, HR specialist, etc.) at an AJPES branch to perform procedures such as submitting forms for registration in compulsory social insurance, reporting changes in data, deregistration from compulsory social insurance, reporting labor needs, etc. The representative may time-limit and also revoke the authorization.
Is it permissible to conduct business activities in an apartment?
The Housing Act (SZ-1A) prescribes that to perform an activity in part of an apartment, the floor owner (tenant) must obtain the consent of owners holding more than three-quarters of the co-ownership shares, including the consent of the owners of all individual parts whose walls or ceilings border their housing unit. Initially, the manager must be notified of this. If the activity is performed in violation of this, the housing inspector may prohibit the work.
A special permit from the municipality is no longer required to perform an activity in an apartment.
The conditions for performing an activity in an apartment are determined by Article 14 of the Housing Act. These are:
- that it is an activity performed in part of the apartment (thus the apartment as a space retains its function),
- that the activity does not disturb the residents in the peaceful use of the apartments and does not cause excessive burden on the common parts of the multi-apartment building,
- that the floor owner obtains the consent of the remaining co-owners who hold more than three-quarters of the co-ownership shares, including the consent of the floor owners of all individual parts whose walls or ceilings border their housing unit,
- the floor owner must notify the manager of the start of the activity,
- the right to perform the activity does not pass to a legal successor in the event of a transfer of floor ownership,
- the use of the apartment for performing an activity does not constitute a change in the purpose of the apartment in accordance with the regulations on the construction of facilities, nor a change of use. These provisions also apply to a tenant, who must also obtain permission from the owner or landlord.
How to register a branch and a business unit in the court/business register?
A Business Unit is a part of a company that can be assigned an address and performs the same or a different activity as the parent company. A business unit is entered in the Business Register of Slovenia; AJPES decides on the entry. Business units cannot independently conduct business. The application for entry is filed by the representative of the parent company, or the completed application (form PRS-2) is sent to the AJPES branch by mail.
A Branch is a part of a company that is geographically separate from the company’s registered office. A branch is entered in the court register; the court decides on the entry. Branches are not legal entities, but they may perform all transactions that the company performs. A proposal for the entry of a branch can be submitted by the representative of the parent company.
What is an intended company name?
An intended company name is the name that future shareholders wish to use to name the company. By entering the intended name in the court register, shareholders reserve the name for the company they will establish later. Essentially, it is a reservation of a name by the shareholders. In the use of a company name, priority is given to the company whose name was entered in the register first. The protection (reservation) of an intended name is time-limited and expires one year after the entry of the intended name in the court register.
Changing CompanyData
Where can a proposal for a change in a d.o.o. be filed?
- if it concerns a change of the company name or abbreviated name, registered office, or activity of the company, and the act of formation or articles of association are in electronic form;
- if it concerns changes to data on representatives or the business address and these data are not entered in the act of formation or articles of association;
- for a single-member d.o.o. when an electronic book of resolutions is maintained.
Changes must be made at a notary in the following cases:
- if it concerns a change of the company name or abbreviated name, registered office, or activity of the company, but the original articles of association are not in electronic form;
- if it concerns changes to other data (share capital, business share, shareholders, transfer of business shares or exclusion of shareholders, members of the supervisory body).
How can a notarized articles of association be converted into a simple articles of association?
Who must visit the SPOT point and what should they bring if they wish to file a proposal for a change of data?
Who can change the main activities of the company (the articles of association are changed as a result) and contact details (phone number, e-mail address) in the Business Register of Slovenia?
Deletion ofaCompany
What is the procedure for the deletion of a d.o.o.?
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