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Open a Limited Liability Company in Slovenia

Open a Limited Liability Company in Slovenia

The limited liability company (d.o.o) represents the most common legal entity registered in Slovenia, but also across the European countries, as it provides advantageous conditions to its shareholders. There aren’t any special regulations applicable to foreign investors, as they can incorporate the legal entity following the same rules available for the local businessmen. However, there are special procedures that have to be completed in this case and our team of lawyers in Slovenia can offer an in-depth presentation on the main requirements applicable to limited liability companies

Register a imited liability company in Slovenia in 2024

The regulations related to limited liability companies (d.o.o) in Slovenia stipulate that the investors – who are associated in the company as shareholders – are not liable for the debts incurred by the company. 

The d.o.o in Slovenia is considered a separate legal entity and it must be registered with the Slovenian authorities. It is also required to state in its company name the abbreviation d.o.o

The minimum requirements when setting up a d.o.o in Slovenia are the following: 

• minimum one shareholder, who can also be a foreign businessman;

• the company’s minimum share capital must be of EUR 7,500;

• minimum one director, who can also be represented by a foreign citizen. 

If you want to register a limited liability company in Slovenia in 2024 you will have to pay the current corporate taxes. For instance, for the sale of goods and products and the provision of services, entities are charged with a VAT of 22%. 

Reduced VAT of 9.5%, 5% and 0% are charged in 2024, for specific categories of products and services. Companies are also liable to the payment of the corporate income tax, that was charged up until the end of 2023 at a rate of 19%. However, starting with 2024, the corporate income tax was increased, as a temporary measure, to a rate of 22%.

This new tax rate is to be applied for the period of 2024-2028, in accordance with the provisions of the Act on Reconstruction, Development and Provision of Financial Resources.

Companies involved in the shipping industry can opt for the payment of the tonnage tax, which in 2024 is charged at EUR 0.20 to EUR 0.90 per day per 1,000 tonnes of goods (there are thresholds of 1,000 tonnes, 1,000-10,000, 10,000-25,000, and above 25,000). 

As a general rule, a limited liability company must have a maximum of 50 shareholders. However, the regulation provides an exemption in this sense, thus allowing more shareholders, but only in the situation in which the ministry for economic affairs provides an approval on this matter. Our team of attorneys in Slovenia can offer further details on this aspect. 

If you want to open a limited liability company in Slovenia in 2024, you must know that this company type can be used for a wide range of business activities; it can enter import-export operations related to the trade of goods and raw materials. When starting a business, one must also have an official business address for this company type and you should know that you can use the services of a virtual office in order to have a designated business address for your newly-founded business in Slovenia.

The limited liability company is the most common company type used for incorporation and most of the SMEs in the country operate under this legal entity. Since 2008 up until present, the number of SMEs have gradually increased. But most of the companies are considered micro companies, that employ between 0 and 9 employees.  

Please know that the Slovenian law differentiates between single-member limited liability companies and multi-member limited liability companies. In this sense, it must be noted that there are certain incorporation differences. The registration procedure is simpler for the single-member company, which, in all cases, must be set up by a natural person.

The natural person must be a person who is registered in the Slovenian central population register and who will also be the director/manager of the company. In both cases, the same capital requirement is maintained.

Capital requirements for Slovenian d.o.o 

As mentioned above, the company must have a minimum share capital of EUR 7,500. Investors are required to contribute to the company’s capital with minimum EUR 50/person, but the capital contribution can differ amongst shareholders

Prior to registering the company, each shareholder must deposit at least 25% of his/her individual capital share, while the overall value should amount for the above mentioned value.

Other details related to the registration of a Slovenian limited liability company can be provided by our law firm in Slovenia. Please contact our attorneys for other registration requirements, such as the company tax number or the registration with the local authorities.