Limited liability company incorporation in Slovenia in light of ZGD-1K amendment

In accordance with the provisions of the Companies Act (“ZGD-1”), the Register of Companies Act and the Decree on the registration of companies and other legal entities in the register of companies in particular the following documents are required for limited liability company incorporation:

1. articles of association or act of foundation,
2. appropriate documentation on payment of share capital, which differs in cases of in-kind and cash contributions,
3. documentation on the appointment of members of management and/or supervisory board,
4. consents of future members of management and/or supervisory board to their appointments to these positions with statements that there are no obstacles to their appointments,
5. resolution of the company’s management on determination of the company’s business address and
6. a statement by the real estate owner that it permits the company to operate in the real estate on that business address or a statement by the company if the real estate at the business address is handed over to the company as an in-kind contribution.

Following the entry of ZGD-1K amendment into force, in cases of foreign shareholders (i.e. shareholders from other European Union Member States or from third countries), special attention shall be paid to the provision of paragraph 12, Article 10.a of ZGD-1, which entered into force on 24 February 2021. According to the said provision, foreign natural or legal persons shall submit appropriate evidence on fulfilment of conditions referred to in points 1 to 4, paragraph 1, Article 10.a of ZGD-1, namely:

1. an extract from the appropriate register or, failing that, an equivalent document issued by the competent judicial or administrative authority showing that grounds for restriction of company incorporation in relation to points 1 and 4, paragraph 1, Article 10.a of ZGD-1 (i.e. impunity for certain criminal offences and for certain labour law minor offences) do not exist and
2. a certificate issued by the competent authority showing that the shareholder has no outstanding tax liabilities in relation to points 2 and 3, paragraph 1, Article 10.a of ZGD-1 (i.e. in relation to the publication of the entity or its direct or indirect subsidiaries (based on more than 25% participation) as a non-submitter of tax returns or as a tax non-payer),

whereby these documents shall not be older than 30 days. In cases of Slovenian natural and legal persons, the aforementioned checks are carried out in the official records by the registration authorities and notaries, ex officio.

Regarding foreign shareholders and members of management and/or supervisory bodies, it shall be noted that such persons need to be entered into the Slovenian tax register and obtain Slovenian tax numbers. With regard to the new company incorporation attention should also be drawn to the requirements of the Prevention of Money Laundering and Terrorist Financing Act regarding the identification and registration of the beneficial owners of a newly established company.

Limited liability company incorporation in Slovenia is not overly demanding, but the provisions of the relevant regulations contain a number of requirements both in terms of the required documents and in terms of formal requirements. These require future shareholders to act carefully and to plan the incorporation process in advance in order to avoid any unwanted complications with the incorporation of a company, in particular in cases where companies have to be incorporated in a short timeframe.