In recent years, the Slovenian government has paid a lot of attention to attracting foreign investment. Over 20 years of EU membership (since 2004), the country has achieved significant economic and political results. It also attracts foreigners with its high standard of living and favorable business conditions. This is why the number of those wishing to register a company in Slovenia grows year by year. The decision to start a business here not only facilitates access to international markets but also offers the possibility of obtaining residency and subsequent citizenship for oneself and one’s family.
If you are interested in establishing a business in Slovenia, the services of our Law Firm, Lawrange, will be extremely useful to you. We can handle the process together with you or remotely on your behalf. In any case, all necessary services are provided to ensure an effective and comfortable registration process.
Advantages of Creating a Company in Slovenia
Slovenia is increasingly mentioned as one of the most comfortable countries in the EU, not only for living but also for business. Developed economy, political stability, good ecology, low crime and unemployment rates, affordable housing – these and many other reasons make starting a business in Slovenia a popular choice among foreign entrepreneurs, including those from post-Soviet countries.
Convenient Geographic Location
Slovenia is located in the central part of Europe, bordering Austria, Hungary, Croatia, and Italy. EU membership, as well as the possibility of obtaining residency after registering a company, opens the way to the European market and facilitates border crossings between European countries for business or tourism purposes. With an extensive transport network, companies registered in Slovenia can operate efficiently in a comfortable manner. The country’s location at the crossroads of important trade routes provides an ideal entry point into European countries with a combined audience of over 700 million people. Slovenia also boasts a well-developed startup ecosystem that offers competitive conditions and numerous advantages for young innovative projects.
Beneficial Tax System
Slovenia offers a well-developed legal system and a simplified registration procedure, allowing companies to open their business quickly and effectively. However, the country most often attracts foreign entrepreneurs with its relatively low corporate tax rate (19%) and VAT (22%), which in some cases can be reduced to 9.5%. Additionally, Slovenia, which is not on any offshore blacklists, provides extensive opportunities for tax optimization and has double taxation avoidance agreements with many countries, including Ukraine.
Qualified Workforce
Slovenia is known for its highly educated and talented youth, as well as high literacy levels and quality education, which contributes to a concentration of qualified labor – one of the key factors in attracting direct foreign investment. The Slovenian workforce in the industrial sector is characterized by high productivity and better pricing indicators in the region. Moreover, due to Slovenia’s geographic location, employees here usually speak at least English and/or Italian, Austrian (German), Hungarian, or Croatian, facilitating easy communication with international partners and clients.
Ease of Starting a Business
Registering a business in Slovenia is straightforward and quick due to the lack of stringent requirements for the applicant. From the submission of the application to receiving the digital certificate, it may take about 2 weeks.
Important! Opening a company in Slovenia allows foreigners to benefit from additional pleasant bonuses, such as the possibility of obtaining residency (with the prospect of citizenship in the future), acquiring European insurance, and offers significant and quite real prospects for doing business throughout the European Union.
Comfortable Business Environment
Compared to other European countries, Slovenia’s economy is relatively untapped by direct foreign investment. This means that any foreign entrepreneur has a realistic chance to take advantage of more profitable business opportunities. It is also worth noting that the country offers various business support programs funded not only by the local government but also by the EU. Entrepreneurs can choose from different organizational and legal forms.
Government Support for Foreign Business
Registering a company in Slovenia allows access to several funding programs for entrepreneurs and startups:
- The Slovenian Enterprise Fund provides small incentives for high-tech companies through vouchers and substantial support for training young scientific talents abroad.
- The Ministry of Economic Development also offers funds to strengthen the competitiveness of the economy.
- National programs, such as “Startup Slovenia,” are aimed at promoting entrepreneurship and providing a comprehensive support network for launching and establishing startup companies throughout the country.
The Slovenian government supports employers in the financial or insurance business (Group K according to the standard classification of economic activities) with financial assistance.
Organizational and Legal Forms of Doing Business in Slovenia
Those intending to start a business in Slovenia must choose a specific organizational and legal form. Factors such as the required starting capital, which must be paid before the registration process, should be considered.
For citizens of non-EU countries wishing to organize commercial business in Slovenia, it is initially permitted to open:
- LLC (Limited Liability Company).
- Branch offices (dealer centers, branches).
Over time, with successful operations, there is an option to organize businesses in other forms. Besides LLCs, there are other corporate forms available for non-residents.
Limited Liability Company (LLC)
This is the most common type of organizational and legal form in Slovenia. According to statistics, over the past years, about 90% of local and foreign entrepreneurs preferred to open LLCs. The capital of such a company consists of shareholders’ contributions, based on which they acquire shares in the business (proportional to the value of the contribution). In Slovenia, an LLC is liable for its obligations with its own assets, while shareholders are not personally liable.
When registering an LLC, the company name must include the abbreviation “doo”. A company in this organizational and legal form can be established by a local or foreign legal or natural person by signing a founding agreement. Up to 50 shareholders are allowed. However, if the number needs to be increased, approval from the Minister of Economic Development of Slovenia can be requested.
The statutory capital consists of the initial contributions of each shareholder, with a minimum shareholder capital of €7,500, and an initial contribution of at least €50. The statutory capital can be paid in cash or in kind. For activities where the income exceeds €100,000, it is necessary to use the services of an auditor to assess the startup capital.
Branch Office
A tax number for the parent company and the top management of the registering company is required. It is also important to provide a certificate of no criminal record from Slovenia and the country of residence of the person being hired for a managerial position.
Registration is only possible with the personal presence of the parent company’s management and the future director. Another condition is having a minimum statutory capital of €7,500 in any local bank account.
Other Organizational and Legal Forms
- Unlimited Liability Company: Composed of two or more individuals who bear unlimited liability for the company’s obligations with their assets. The corporate tax rate is 20%.
- Public Limited Company: Requires a minimum statutory capital of €25,000. Shareholders are not personally liable.
- Partnership: Can be established by one or more individuals or legal entities, whether resident or non-resident. There are no minimum capital requirements.
- Limited Partnership: Liability is limited to the shareholders’ capital. One of the advantages of this type of registration is the absence of a fixed minimum amount of statutory capital.
Requirements for Opening a Company in Slovenia for Non-Residents
When opening a company in Slovenia, investors need to consider mandatory aspects mentioned in the “Companies Act,” the primary legal document governing business registration in the country.
Slovenian Tax Number
Non-residents are required to obtain a Slovenian unique identification number, as well as a primary citizen number (“EMŠO številka”). Without completing this step, further registration is not possible.
Requirements for Directors and Shareholders
To start a business in Slovenia, at least one director responsible for managing the business must be appointed. This person can be a citizen of either an EU country or a non-EU country. Establishing a management body – the Board of Directors – is mandatory. In a public limited company, the Board may include both executive and non-executive directors. They have specific rights and duties, and Slovenian law permits both single-tier and two-tier systems.
Statutory Capital
Statutory capital requirements apply when establishing an LLC or a subsidiary – the minimum amount is €7,500. This can be contributed in cash or by bank transfer from the shareholder’s personal bank account, but only after the company’s Articles of Association have been drawn up and a temporary corporate account has been opened in a Slovenian bank. For a subsidiary, funds must be transferred from the parent company’s bank account.
When establishing a public limited company, the statutory capital of €25,000 must be paid. At least half of this amount can be contributed initially, with the remaining part to be paid within two years.
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Another method of capital payment is using the shareholders’ personal assets. They can contribute property, rights, or company shares as assets equivalent to the minimum statutory capital. A legal valuation of these assets must be conducted beforehand.
Choosing an Appropriate Name
A unique company name is a mandatory requirement. The use of symbols, names of other states, and international organizations is prohibited. The word “Slovenia” and derivatives, as well as local national symbols, can be used with special government permission. The company name is registered through local judicial authorities in a special state registry. The reservation is valid for 1 year.
Having a Legal Address
A legal address is a crucial requirement for those wishing to open a company in Slovenia. A residential apartment or house can be used as a legal address, provided the commercial activity does not cause concerns and the premises are intended for business use. The address must be registered in the Slovenian Business Register (which is public). Some businesses in Slovenia offer virtual office services and Slovenian business addresses, which can be advantageous for foreign investors without a physical address in the jurisdiction.
Important! In most cases, there are no specific requirements for the chosen business activity, but some sectors may require permits and licenses for conducting business. The conditions for entering the local market can be checked in the list of regulated activities.
Business Registration Process in Slovenia
Establishing a company in Slovenia begins with determining the organizational and legal form (OLF) and obtaining a Slovenian tax identification number. This requirement is stipulated by the “Companies Act,” which fully complies with EU legislation and regulates the creation, management, and structure of companies.
A Slovenian tax identification number for each shareholder and representative is an essential document; without it, registering a business in Slovenia is not possible. The request for this number is sent to the Tax Administration and will be issued within 8 days. The application for a tax number can be submitted not only by the business owner but also by another authorized person.
Choosing a Company Name
You can reserve your desired company name as soon as you receive the Slovenian tax identification number. The name must not be a registered trademark and should not be taken in the Slovenian Business Register. The name should reflect the commercial activity you intend to conduct.
Choosing a Slovenian Company Address
The address can be a residential property or a business facility, but permission from the property owner is required. You can also use services that provide virtual office rentals.
Appointing Directors
All types of companies, except for sole proprietorships, must appoint at least one director. It is important that the director has the necessary knowledge and experience for the position.
Document Preparation
The required documentation package may vary slightly depending on the chosen OLF, but it generally includes:
- Articles of Association.
- Declaration of Compliance.
- Proof of payment of the registration fee.
- Act of Incorporation.
These and other documents must be submitted in Slovenian (translations can only be done by a certified translator in Slovenia).
Business Registration
To register a business, submit the necessary documents along with an application to the Slovenian Business Register. The procedure can be carried out in person at the local regulator’s office or online via the eVEM portal. For online submission, the authorized person’s signature must be notarized. The registration fee for an LLC is currently €50. After reviewing your application (which takes about 2 weeks), if approved, the company will receive a registration number and a Certificate of Registration.
Important! The company registration process does not end with the issuance of the Certificate of Registration; the business must also be registered with the Financial Administration and obtain various licenses for specific types of activities.
Opening a Bank Account
If you do not wish to visit Slovenia, it is possible to open an account with an EU online bank. To do this, you must sign a power of attorney before starting the business registration process in Slovenia. If you need to open an account with a major Slovenian bank, you will have to visit the country in person because large banking institutions do not conduct remote online identification.
Each bank has its own set of requirements, which may vary depending on the type of business activity. However, some requirements are generally common to all banks. Foreigners typically need to provide:
- Proof of identity or a valid passport.
- Tax identification number.
- Tax identification number from the country of residence of the foreign applicant.
Why Choose Lawrange
For those considering Slovenia as a new home for their business, it is essential to seek professional legal support. The country boasts a favorable business environment, strategic geographic location, skilled workforce, and a regulatory framework designed to facilitate the establishment of new enterprises. However, navigating all corporate and tax aspects of local legislation without the necessary knowledge and experience is often quite challenging.
At Lawrange, we offer a full range of services for entrepreneurs interested in setting up a company in Slovenia. We aim to make the registration process as straightforward as possible. Our professional assistance is designed to ensure a smooth experience through all stages of the registration procedure related to opening a legal entity in Slovenia. We help with:
- Obtaining a tax identification number.
- Choosing the most suitable OLF depending on your business.
- Preparing and properly documenting the required paperwork.
- Establishing a company in Slovenia remotely (via power of attorney, eliminating the need for physical presence in Slovenia).
- Ensuring compliance with Slovenian legislation during company registration and ongoing operations.
- Understanding employment regulations, obtaining work and residence permits for foreign employees, etc.
If you want the process of opening a company in Slovenia to be as comfortable and efficient as possible, feel free to seek assistance from Lawrange.
FAQ
Is it necessary to have a local partner in Slovenia?
No, it is not necessary. Foreigners can own 100% of their company.
What tax benefits exist for new companies registered in Slovenia?
Tax benefits are available for companies engaged in research and development. There are also incentives in the form of reduced employment tax for hiring individuals under 26 or over 55 years old. The list of available benefits for entrepreneurs is quite extensive. For more detailed information, consult with our specialists.
What are the tax accounting obligations for companies in Slovenia?
Slovenian companies must keep records of all received payments and incurred expenses, detailed information on debits and credits, and track total sales and purchases. Financial statements, including profit and loss statements and balance sheets, must be submitted to the company register annually.
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