Deposit capital in a bank account and get a receipt from the bank
Agency: Commercial Bank
The minimum founding capital is EUR 7,500. The founding capital or the base capital contribution can be paid in cash or as a non-cash contribution, but at least one thrid of the initial capital needs to be deposit in cash. Non-cash contribution includes movables, real property, rights or any other non-cash assets. Before filing the application for entry, the partner must provide at least one-quarter of the nominal capital, and the total value of all guaranteed contributions must be at least EUR 7,500. The minimum value of a single share is EUR 50.
In order for the entrepreneurs to be able to file the application for registration, they must demonstrate a certificate on the paid-in founding capital.
Time and cost: 1 day, no charge
Register the compamy at the Slovenian Business Point (SPOT) or at a Public Notary
Agency: AJPES or Public Notary
Founders may establish the company at the one-stop shop (SPOT point) under two conditions: (1) all the contributions have to be paid in cash and prior to the registration of the company (2) the articles of association have to be drafted in a special form (only mandatory and most common provisions can be incorporated in this form). Registration can be also done online, however it is only available for companies with one shareholder.
If the above conditions are not met, the company can be registered at the Public Notary.
In order to found an LLC, founders have to visit the SPOT entry point in person, as an authorized person has to carry out their identification.
- Limited Liability companies can go directly to the SPOT, the deed is sent to the SPOT point or to the registration body through electronic channels, it must be signed by means of a safe electronic signature with qualified certificate (the qualified certificate is the special digital certificate for identity check and electronic operation at the SPOT point services).
- Standard Articles of Association: help the founders to draft the articles of association, verify their signatures where necessary and draft the corresponding preposition for registration of the company at the court register. However it is still the common practice to have the statutes and the article of association prepared and certified by the notary.
- Publication: Even if this requirement is not mandatory anymore, AJPES allows for the company information to be available online.
- Register with the Statistical Office of Slovenia: the court register automatically forwards all the required information to AJPES. The information is then entered in the Business Register and published online.
- Register with the tax administration – the tax information is transmitted through SPOT and data is entered automatically when it is received from SPOT.
- Register as VAT payer (FURS).
- Register with the Health Institute.
- Register with the Pension and Disability Insurance Institute of Slovenia (ZPIZ).
The founders have to obtain a written permission of the owner of the real estate where the company will operate (address of the company). The signature of the owner has to be certified.
The officer at SPOTpoint completes all relevant registration forms, prints them and provides to founders for signing. Once signed, documents are scanned and re-uploaded into the system. SPOT sends the data automatically to the Court Register at the District level. Decision from the court is typically obtained on the next business day, while registration confirmation from other authorities (tax authority, statistical office, etc) usually takes longer.
Time and cost: 5 days, no charge
Registration at the Register of Beneficial Owners
The Prevention of Money Laundering and Terrorist Financing Act (in Slovenian: Zakon o preprečevanju pranja denarja in financiranja terorizma) requires that all businesses with more than one shareholder or director report the actual owners. This requirement applies to all companies and all types of legal entities.
The registry of actual owners is administered by AJPES. The registry was established on December 11, 2017, and all existing companies were obliged to register by January 19, 2018. Newly established companies are required to register within 8 days from incorporation.
The registration is done online by submitting a specific form containing name and surname of shareholders, the scope of the start up capital, and the tax number of the company.
Confirmation of registration is provided in the next business day.
Time and cost: 2 days, no charge