Stock Corporation

General Information

The principal advantage of a d.d. is that shares may be transferred with relative ease and can be listed on a stock exchange. However, to protect the larger number of shareholders thus attracted regulations are particularly strict. The d.d. form is chosen mostly by larger enterprises and holding companies.

Incorporation

Formation by at least one person - individual or legal; nationality irrelevant.
Incorporation requires a notarial deed of incorporation, the opening of a bank account and registration at District Court which is competent for place of corporate seat. The company comes into legal existence immediately upon entry.

Duration of incorporation of at least several weeks.

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

Capitalisation and Financing

The statutory minimum share capital must equal SIT 6,000,000 (approximately
€25,000). Shares can be paid in cash or kind. Generally at least one-third of capital shall be rendered in cash. Prior to registration no less than 25 % of the nominal value of each monetary share shall be paid up.

Board Structure

A d.d. 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 principle of collective management and representation applies, unless otherwise provided for in the articles. The board cannot be bindingly instructed by either shareholders' meeting or supervisory board.

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 only mandatory if its capital stock amounts to SIT 410,000,000 (approximately € 1,700,000), workforce exceeds 500, if company was established successively, if listed on stock exchange, or if number of shareholders exceeds 100. The board must consist of at least three members.

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 may generally be done in accordance with Slovenian GAAP. Companies listed on a stock exchange, however, must comply with international accounting standards (IAS).

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, at least one-third of its members must be appointed by employees.