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Online games of chance may be organized solely by companies having a concession for the specific online game of chance determined in the concession agreement. Any accepting or transmitting of payments, advertising or other services related to the organization of games of chance for persons without a governmental concession is prohibited in the Republic of Slovenia.
This essentially means that a company organizing proprietary games of chance or providing services such as forwarding orders and transmitting payments for third companies that organize games of chance may do so solely based on a concession decision and a concession agreement. Absence of a concession award may be subject to proceedings initiated by the Financial administration of the Republic of Slovenia (“FURS”). FURS usually prohibits performance of online games of chance through the company’s website in Slovenia and initiates court enforcement proceedings – redirection of traffic to a state operated website stating that FURS has blocked access to the company’s website. At the same time, misdemeanour proceedings against the company and the person responsible are initiated.
It stems from the above that it is crucial for companies involved in online games of chance to appoint legal counsel immediately following the receipt of a letter from the FURS in order to assess and mitigate the risks. For example, the company can be subject to fines in the maximum amount of 250,000 EUR in case of organizing games, however, not more than 52,500 EUR for advertising and other related services without a concession.
The Slovenian Enterprise Fund (hereinafter: the SEF) introduces a new program of incentives in 2019, i.e. vouchers. It will provide companies with significantly simplified access to co-financing of individual services, through which they will strengthen their competitiveness and competences. In five years, a total of 22.5 million euros will be available.
SEF will publish public calls for vouchers with different content gradually. After for co-financing the costs of obtaining quality certificates and for co-financing costs through intellectual property protection procedures, published in January, on 22 February 2019 SEF has published vouchers to assist with internationalization as follows:
From an individual approved voucher companies will be able to obtain co-financing of 60% of costs (including some legal costs). The maximum value they can obtain for each voucher is up to 10,000 euros. The total amount of vouchers that a company can use is 30,000 euros per year. The costs for all content areas of vouchers will be eligible as from 1 January 2019, so companies should be able to store supporting documents (contractor selection, invoices, payment receipts, etc.).
Therefore, if you are interested in the new co-financing program, it is essential that you submit your application in time and before that check whether you fulfil the conditions in accordance with the program.
On 1 January 2019 the new mediation rules of the Ljubljana Arbitration Centre at the Chamber of Commerce and Industry of Slovenia (the Ljubljana Mediation Rules) entered into force. The Ljubljana Mediation Rules allow clients the use of mediation either as an independent proceedure or combined with arbitration in accordance with Arbitration Rules of the Ljubljana Arbitration Centre at the Chamber of Commerce and Industry of Slovenia (the Ljubljana Arbitration Rules).
The Ljubljana Mediation Rules apply if the parties agree, before or after a dispute has arisen, to attempt to reach through a neutral third person (mediator) the amicable settlement of their disputes under the auspices of the Ljubljana Arbitration Centre at the Chamber of Commerce and Industry of Slovenia. If the parties wish to contractually determine the referral of a potential dispute to mediation, they may use the standard clauses, with which they can undertake either to refer the potential dispute to mediation in accordance with the Ljubljana Mediation Rules or to first refer the dispute to mediation in accordance with the Ljubljana Mediation Rules, and later, if necessary, to arbitration in accordance with the Ljubljana Arbitration Rules.
In addition to the possibility to combine mediation with arbitration, the Ljubljana Mediation Rules also allow joint selection of one or more mediators, with which – if necessary – the Ljubljana Arbitration Centre at the Chamber of Commerce and Industry of Slovenia may assist, and confidentiality of the procedure.
Considering the information above, in event of a dispute, it is therefore sensible to avoid slow decision-making of the court and choose alternative dispute resolution.
For just another month, the United Kingdom (UK) has a chance to ratify the agreement with the EU. If the agreement does not occur, UK will become a third country for the European Union, and it will no longer be subject to EU law. Companies that have either imported or exported from the UK will again be burdened with customs duties and different tax payments. Also the rules for registration and payment of VAT will be changed; declarations which are required for movement of goods across the UK will have to be submitted for customs clearance; prohibitions and restrictions of goods entering from the UK in the EU may be introduced; authorisations by authorized economic operators in the UK will no longer be valid in the EU, etc. In case of hard Brexit, it also means that the UK will no longer be in the SEPA area, which means payment under the same basic conditions as in the EU; an open transaction account in the UK will be counted as an account opened abroad and not as in the EU; the European Company will cease to exist, as well as the European Payment Order.
Due to all of the above, there may be several disruptions in the operation with the UK, which would prevent companies from doing business as they have been accustomed so far, and therefore for normal business continuation and reduction of damage all such companies should also prepare until 29 March for possibility of hard Brexit.
The Employment Relationships Act (hereinafter: ZDR-1) regulates two types of competition bans; a prohibition on competition and a non-compete clause. A prohibition on competition is a legal prohibition of competitive activity and obliges the employee for the entire duration of the employment relationship, while the competing clause relates to the time after the termination of the employment relationship and is only applicable if the employee and the employer agree to it in a contract of employment.
It is advisable that an employer who employs employees who, in their work or in connection with work, acquire technical, manufacturing or business knowledge and business associations, include a non-compete clause in the contract of employment. In this way, he protects his business interests and ensures protection against unfair competition from an employee who leaves the employment relationship and could use his knowledge and relationships for competitive purposes.
If, as an employer, you want to successfully protect your interests and ensure that your employees will not use your knowledge or perform competitive activities after the termination of their employment, make sure that the competitive clause you have included in the contract of employment is in accordance with legal provisions.
In January, the Supreme Court ruled against the current case law practice of the Financial Administration (FURS) regarding the consideration of subsequent payments by shareholders in the assessment of personal income tax from capital gains. As of recently, subsequent payments were not taken into account when calculating the purchase price of business shares being disposed. Consequently, the difference between the sales and the purchase price was considerably higher than it would have been, provided the subsequent payments were taken into account when calculating the purchase price of the business share. Therefore, shareholders seemingly realised high capital gains that were subject to personal income tax.
As mentioned, the Supreme Court rulled against such practice. In doing so, it relied in particular on the fact that subsequent payments are equity investments of shareholders, which increase the company’s assets and hence the account value of the business share. Therefore, it is necessary to consider such payments for the purpose of assessing the capital gains tax. The practical consequence of this is that subsequent payments are included in the cost of equity, which reduces the tax liabilities of shareholders in the sale of shares.
Shareholders must therefore properly identify and make all the payments they make to their company, as this can significantly affect the amount of their taxation on the possible sale of business shares.
We are proud to announce that Chambers Global guide 2019 awarded Sibinčič Križanec as Recognised Practitioner in Corporate/Commercial law practice area.
Furthermore, our Managing Partner Jan Sibinčič was ranked as Up and Coming Lawyer.
We are grateful to everybody who participated in this research and gave us the opportunity to be ranked among such great law firms. As we strive for excellence, we will do our best to keep providing you with quality legal service.
More on Chambers and Partners official website.
Unintentional breach of personal data has recently been disclosed by Slovenian state authority and Slovenian companies.
The General Data Protection Regulation (hereinafter: »the GDPR«) defines personal data breach as a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed. Furthermore, the GDPR specifies the obligation of the controller to notify the supervisory authority of the personal data breach. Slovenian government has established the Information Commissioner as a supervision authority in such matter. The Information Commissioner must be notified of personal data breach within 72 hours after the breach has been made. In the event that the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons, the controller should communicate personal data breach to the data subject without undue delay.
The GDPR stipulates fines of up to 20 million EUR or 4% of the annual income in case such breach has been made, and the supervision authority is not notified. However, the following measures should be undertaken in order to avoid the abovementioned fines and to increase the security of processing:
In case such measures were not undertaken by your company, we advise you to do so.
In the year 2015, the Book Entry Securities Act (hereinafter: ZNVP) has removed 80,000 registry accounts (where the remaining shares were privatized) for natural persons and legal entities, which means that their shareholders had to transfer them to a trading account of a member of the Central Securities Clearing Corporation (KDD) if they did not want to lose their assets. This would also bring them costs that they did not have with the registry accounts.
After the termination of the registry accounts, the remaining securities were transferred to the temporary accounts with the KDD, with a total value of more than 67 million euros. When it was established that additional costs could have been incurred, the Ministry of Finance proposed that the canceled registry accounts should remain on the joint dedicated account at the KDD until the end of 2021, and then transferred to a special account with Pension Fund Management (KAD).
According to the proposal, the holders of these securities may require that by the end of 2021 these securities be transferred to their account with a KDD member.
We advise you to pay attention to the activities of the Ministry of Finance in relation to the subject matter in order to avoid damages due to loss of securities.
The Slovenian Enterprise Fund (hereinafter: the SEF) introduces a new program of incentives in 2019, i.e. vouchers. It will provide companies with significantly simplified access to co-financing of individual services, through which they will strengthen their competitiveness and competences. In five years, a total of 22.5 million euros will be available.
SEF will publish public calls for vouchers with different content gradually, whereby it has already published the first vouchers on 25 January 2019, for co-financing the costs of obtaining quality certificates and for co-financing costs through intellectual property protection procedures.
The costs for all content areas of vouchers will be eligible as from 1 January 2019, so companies should be able to store supporting documents (contractor selection, invoices, payment receipts, etc.). From an individual approved voucher companies will be able to obtain co-financing of 60% of costs (including some legal costs). The maximum value they can obtain for each voucher is up to 10,000 euros. The total amount of vouchers that a company can use is 30,000 euros per year.
Therefore, if you are interested in the new co-financing program, it is essential that you submit your application in time and before that check whether you fulfil the conditions in accordance with the program.
The Government of the Republic of Slovenia determined the wording of the proposed Trade Secrets Act and sent it to the National Assembly for consideration and adoption. Currently the Slovenian legislation determines trade secrets in the Companies Act (ZGD-1), which also governs their protection, while the provisions relating to trade secrets or their protection are also included in some sectoral laws, namely in the Public Information Access Act (ZDIJZ), the Employment Relationship Act (ZDR-1), the Prevention of Restriction of Competition Act (ZPOmK-1), the Penal Code (KZ-1) and the Code of Obligations (OZ).
The adoption of the proposed law would implement into the Slovenian legal order the Directive (EU) 2016/943 of the European Parliament and of the Council of 8 June 2016 and provide a comprehensive regulation of trade secrets. Namely, the proposal of the act defines trade secrets, determines the procedures and measures in case of unlawful disclosure of trade secrets, regulates judicial protection, and also contains provisions for maintaining the confidentiality of trade secrets in court proceedings. The adoption of the proposed law would thus bring better legal protection to respective beneficiaries, as the dispersed rules, included in the currently valid legislation of the Republic of Slovenia, do not provide it adequately.
On October 21, 2017 the amendment of Labour Inspection act (ZID-1) entered into force as a response to increasing issue of precarious work. It brought additional powers to the Labour Inspectorate of the Republic of Slovenia in events of violations and consequently also new fines for employers.
Precarious work is a atypical, short-term and only occasionally paid form of work that has many negative characteristics for an individual compared to a regular employment relationship, such as: job instability, low income, unbalanced power relations, lack of collective bargaining, lack of control over working time and, in general, the absence of rights and legal security belonging to regular employees.
In accordance with the change of legislation, an inspector who identifies the performance of a (precarious) work on the basis of a civil law contract (such as a sole proprietor, through a student referral, contract for a copyrighted work…), contrary to the applicable legislation, instructs the employer to hand over a written employment contract to an employee, who performs such work, whereby the contract must be concluded within three working days and correspond to the actual state of work performed by the employee.
If the employer fails to hand over the duly employment contract to the precarious employee within 30 days of the notification of the decision, a fine of 4.500 to 20.000 EUR shall be imposed on him, while at the same time, the employee has the right to judicial protection before the competent labour court. The judicial proceeding is somewhat facilitated for the precarious employee because the reversal of the burden of proof, which means that the absence of the elements of the employment relationship will have to be proven by the employer.
In addition, there is also a risk of negative tax implications for an employer related thereto. The basic principle of taxation of natural persons is namely taxation according to the economic content of the relationship. Therefore, if the tax inspector finds that this is a disguised form of employment, he will charge the employer the payment of taxes and contributions arising from the employment relationship for the full period of precarious work.
Accordingly, precarious work presents considerable risk for employers, and can impose additional expenses, therefore we advise you to review your relationships with natural persons with whom you cooperate in order to exclude such risks.
On 20 February 2018, the Act amending the Public Procurement Act (the “PPA-3”) was adopted and has become operational on 1 November 2018. The new PPA-3 implements the Directive 2014/24 / EU of the European Parliament and of the Council of 26 February 2014 on public procurement and repealing Directive 2004/18/EC and the Directive 2014/25 / EU of the European Parliament and of the Council of 26 February 2014 on procurement by entities operating in the water, energy, transport and postal services sectors and repealing Directive 2004/17/EC into national legislation. The Slovenian legislator has thus merged both directives into the single law applicable for both, the general and for the infrastructure field.
The new PPA-3 amended the existing procurement procedures most notably by omitting the obligation to publish the public procurement notice in certain cases of negotiations. Thus, as of 1 November 2018, the previous negotiation procedure subject to prior publication was replaced by a more competitive negotiation procedure enabling.
Moreover, the PPA-3 has brought a new process called the Innovation partnership, which aims to shorten the procurement procedure by setting shorter deadlines and abolishing the request for the explanation of the decision of the decision on the award of a public procurement contract is abolished. The contracting authorities have more freedom in choosing the type form of the procedure, and also facilitates access to procedures that involve negotiations.
The rules for carrying out the negotiations are more standardized and provide better security for tenders while allowing the contracting authorities the same flexibility in content and method of the negotiations.
Furthermore, the amended PPA-3 emphasizes measures to prevent conflicts of interest, giving undue advantage and corruption, as the most drastic examples of conflicts of interest can lead to the exclusion of the tenderer from the public procurement procedure.
The Government of the Republic of Slovenia recently submitted to the Parliament an amendment to the Corporate Income Tax Act (ZDDPO-2). The Amendment to the ZDDPO-2 partly incorporates Council Directive 2016/1164 into the Slovene tax legislature and enshrines the General-Anti-Avoidance-Rule (GAAR), aimed at safeguarding against corporate income tax avoidance and preventing schemes that result in obtaining unlawful tax advantages. The amendment also enshrines the term controlled companies, i.e. a foreign company in which the taxpayer has a shareholding of more than 50% and in which the profits actually paid are less than half of the DDPO that would have been charged to the company under the provisions of the ZDDPO-2. It is expected that the amended ZDDPO-2 shall come into force on January 1st, 2019.
We are proud to announce the launch of our new website.
As we strive for excellence in every aspect of our work, we wanted to offer you better platform to get access to us and our services.
Our new website is designed for easy navigation. Browsing through it you can get information about:
Feel free to contact us and let us know how we can help you and your business.
We are very proud of our work, and hard work does pay off. As a result of our pursuit of excellence, we are getting better each day and our quality service reflects in accolades we receive.
IFLR 1000 has ranked us as one of the leading financial & corporate law firms in Slovenia for year 2019.
In 2018 our law firm has been recognised by The Legal 500 as one of the leading law firms in Slovenia.
Furthermore, our Managing partner Jan Sibinčič was recognised by IFLR 1000 as Highly Regarded Lawyer in M&A and Capital Markets.