Limited Liability Company

General Information

The d.o.o. is the most popular corporate form providing limited shareholder liability. It attracts small and medium-sized businesses. A relatively moderate statutory framework allows a high degree of flexibility in drafting the memorandum of association.

Incorporation

Formation by at least one person - individual or legal; nationality irrelevant.
Incorporation requires a notarial deed of incorporation (unless single founder), the opening of a bank account and registration at registry court (Okrožno sodišče) which is competent for place of company's seat.

Duration of incorporation approximately 4-8 weeks.

Incorporation costs of approximately € 1,000 (including notary fee at minimum share capital, registration fee).

Capitalisation and Financing

The statutory minimum share capital must equal SIT 2,100,000 (approximately
€ 8,850). Shares can be paid in cash or kind. Generally at least one-third of capital shall be rendered in cash. Prior to registration all contributions in kind and no less than SIT 1,100,000 in cash contributions (approximately € 4,600) must have been made. Each shareholder has to pay up at least one-quarter of his shares.

Board Structure

A d.o.o. is managed and represented by its board of director(s) (uprava družbe) in and out of court. The board may consist of one or several members. The manner of management and representation has to be decided upon in the articles of association.

Shareholders' decisions are made by way of shareholders' resolutions at the ordinary or extraordinary shareholders' meeting (skupščina).

The establishment of a supervisory board (nadzorni svet) is optional.

Annual Costs

Minimal (registration and filing costs).

Corporate Taxation and Financial Reporting

Annual accounts must generally be submitted to the Slovenian Agency for Public Legal Records within eight months of the end of the financial year. Accounts must inter alia consist of balance sheet and profit and loss account. Certain relief is granted to small and medium-sized businesses.
Accounting must be done in accordance with Slovenian GAAP.

Employee Participation in Corporate Bodies

A company with more than 500 employees shall have a so-called labour director as member of board of directors. If company has a supervisory board, employees must be on it.