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Limited Liability Company - (D.O.O.)

Joint Stock Company - (D.D.)

What is the main source of law authorising this entity form?

Companies Act (Zakon o gospodarskih družbah (Official Gazette of the Republic of Slovenia, no. 65/09 as amended)).

Give a brief summary of this entity form, including

Does the entity possess separate legal personality?

The d.o.o. has legal personality.

(Maximum) period of existence

There is no maximum period of existence.

Governing document(s)

The d.o.o. is governed by its Articles of association.

Liability of incorporators / shareholders

Shareholders are not personally liable for the debts of the company.

Limited liability is subject to limited instances of piercing the corporate veil.

(Governing) bodies

A company’s corporate governance may be organised as a one-tier or two-tier system. The main difference between the two systems is that in the one-tier system a company has one or more executives, in addition to the Shareholders’ Meeting, which appoints them. In a two-tier system, there are two bodies: a Supervisory Board which controls the second body – one or more executives (directors). A company is obliged to have at least one executive (director), whose obligation is to manage and represent a company. In practice, one-tier systems prevail in limited liability companies.

Other particularities


Can this type of entity be involved in international transactions and restructurings (e.g. cross border mergers, asset acquisitions, equity acquisitions, etc.)?

Under Slovenian law, it is possible for d.o.o. to enter into legal mergers (whereby the company ceases to exist by operation of law and its assets are acquired under universal succession of title), demergers/divisions of all or a portion of its assets and liabilities (with universal succession of the relevant assets), and conversions (changing into another form of legal entity without ceasing to exist).

International restructurings like the above are possible, however, they must also be pursuant to EU legislation (cross border mergers within the EU) or pursuant to the relevant European Court of Justice rulings.

Can this type of entity be publicly listed or held?


Can this type of entity be used for a non-profit or charitable organization?

Generally, no, given its nature as a commercial entity, with the ability to make profit distributions, and being subject to corporate income tax. A non-profit or charitable organization should be organized as an association (“društvo”) or institution (“ustanove”).

Give a brief summary of the process of incorporation, formation, or organization, including

Main documents required

Articles of association are the founding document of a limited liability company.

Documents for the appointment of directors and Supervisory Board (if applicable), confirmation from the bank that the funds were paid, report on in-kind contributions (if applicable), etc.

If a shareholder is a foreign natural person or legal entity, he/she/it will have to acquire a Slovenian tax number, which can be obtained from the local tax office (FURS). The same applies for directors.

If a shareholder is a foreign natural person or legal entity, he/she/it has to submit to the court register relevant certificates, extracts or similar documents issued by a competent authority which prove that the circumstances preventing a person from becoming a shareholder (e.g., outstanding tax liabilities, misuse of VAT identification, etc.) do not exist, if the Slovenian authority does not have access to the relevant foreign records or registers.

Involvement of notary, company register, governmental authorities

The incorporation procedure requires the submission of all of the foundation and other documents to the Business Registers Agency (VEM AJPES) or the Notary Public which then files the request to the competent registry court.

Successful entry in the register, which is confirmed with a court decision, finalizes the incorporation procedure.

Timing (estimate)

The timing varies, however it usually takes up to two weeks for the court to issue the decision from the date when the notary filed the request to the competent court.

Main costs, including registration and similar fees (excluding legal fees)

The main costs are the lawyers/notary/translation fees (if required). Also the minimum share capital of EUR 7,500.00 is required for the incorporation of d.o.o. under Slovenian law.

Is a description of the anticipated business or purpose of the entity required for incorporation, formation or organization?

The business activities must be stated in the Articles of association.

Minimum number of incorporators / shareholders and residency requirements

There must be at least one shareholder upon incorporation, there is no residency requirement for incorporators.

Minimum number of directors (or other applicable officers) and residency requirements

There must be at least one director upon incorporation, there is no residency requirements for director. A director does not need to be a Slovenian tax resident, but a Director may be considered a Slovenian tax resident if certain conditions are met.

Minimum share capital, or equivalent, and payment requirements (including opening a bank account)

EUR 7,500.00 is the minimum share capital which can be provided in cash or as an in-kind contribution.

The amount that is paid in cash must be paid to the bank account of the d.o.o..

Prior to applying for entry in the register, each shareholder must provide at least 1/4 of the share contribution, and the value of all guaranteed contributions must be at least EUR 7,500.00.

The contributions in kind must be provided in full before the application for entry in the register. Prior to filing for registration, shareholders are required to provide an appraisal report for the in-kind contributions.

Procedures for opening a bank account differ, depending on the chosen bank.

Is the physical presence of incorporators / directors required in the jurisdiction for incorporation, formation or organization?

The process may be carried out by virtue of a power of attorney.

Is a tax identification number, or equivalent, required? If so, how is it obtained?

The company obtains the identification number (“matična številka”) and tax number upon registration. If required, the company must obtain an identification number for VAT by registering for VAT purposes with the Slovenian tax authority.

What is the title of the applicable company registry?

Agency of the Republic of Slovenia for Public Legal Records and Related Services ( “Agencija Republike Slovenije za javnopravne evidence in storitve - AJPES”)

What types of information must be filed at the (company) register, and which of them will it be publicly available, e.g.: Articles, Ownership identification (direct and/or indirect ownership, 'beneficial owners'), Group structure, Share capital, Directors, Accounts, Insolvency, good-standing, liquidation, Liens and encumbrances on the shares, Liens and encumbrances on assets of the entity, Other (e.g. litigation, tax matters)

The information listed below must be filed at the AJPES and is publicly available:

  • Articles of association;
  • Date of incorporation;
  • Name, seat and business address;
  • The business activities of the company;
  • Share capital;
  • Duration of the d.o.o. (if applicable);
  • Identification information of directors and members of Supervisory Board (if applicable);
  • Shareholder(s) and their identification information;
  • Information regarding insolvency and liquidation;
  • The annual accounts;
  • Encumbrances of the share;
  • Merger and demerger documents.

In Slovenia there is the register of 'beneficial ownership' (UBO Register) and d.o.o. must enter the ultimate beneficial owner to the UBO Register.

In Slovenia there is a register of non-possessory liens and pledged movable property which is a database on liens, prohibitions of transfer and burdens on movable property.

What is the title of the executive body and its members? What are their main duties, tasks and responsibilities?

One or more executives (directors) who represent the company and manage the business of the company.

How are the members of the executive body appointed, dismissed and replaced?

They are appointed, dismissed and replaced by the resolution of the shareholder(s). If the company has a Supervisory Board, they appoint and dismiss the directors.

Note: any changes must be registered with AJPES.

Is it possible to appoint corporate directors or must all directors be natural persons?

Only natural persons can be appointed as directors. Corporations or other entities cannot be appointed as directors.

The d.o.o. may have one or more directors who may represent the company jointly or individually. If they represent the company jointly, they must adopt any decisions together. Articles of association may stipulate the manner of such decision-making process or determine functions of each directors.

There is no formal differentiation in d.o.o. between corporate and executive directors.

Is there a requirement to have non-executive directors? How are they appointed, dismissed and replaced? Do non-executive directors serve on a separate body (two-tier structure) or can a one-tier board (with executive and non-executives) be appointed, or is some alternate structure used?

In the d.o.o. there is no formal difference between the executive and non-executive directors under Slovenian law (as there is for joint stock company) as d.o.o. cannot have a Management Board (slov. upravni odbor) (or Board of Directors) as opposed to a joint stock company.

The d.o.o.’s corporate governance can be organized as either:

    1. One-tier system: Besides the Shareholder’s Meeting, the d.o.o. has one or more directors.
    2. Two-tier system: Besides the Shareholder’s Meeting, there is a Supervisory Board which controls one or more directors.

What is the title of the body of owners / shareholders / members, and what are the main tasks / responsibilities / powers of that body?

Shareholders adopt decisions in the Shareholder’s Meeting (“skupščina delničarjev”) or in writing. They have all rights and responsibilities provided to them by law and the articles of association, that are not conferred upon the directors or other bodies within the company. The main rights regard adoption of annual reports, amending of the articles, the appointment of directors, capital reductions, liquidation, etc.

What are the majority and quorum requirements for decisions by the shareholders? Can they be varied or changed?

The Shareholder’s Meeting may validly deliberate if the members who are present constitute a majority of the votes.

Unless otherwise stipulated by law or articles of association, the members of the Shareholder’s Meeting decide by a majority of the votes cast.

Any special governance regimes (e.g. depending on size, being listed at a stock exchange, or other criteria)?

Under Slovenian law there is a special regime for small, medium and large companies. The difference pertains especially to business books and annual reports and difference in various penalties.

What are the periodic accounting obligations incumbent upon the entity? To whom must those accounts be submitted?

Companies have to manage books of accounts and prepare year end accounts once a year in accordance with the Companies Act and the Slovenian Accounting Standards or International Financial Reporting Standards. Based on year end accounts, companies must prepare annual report within three months from the end of financial year. The three months deadline applies to all annual reports except for consolidated annual reports where the deadline is four months from the end of financial year.

The companies must submit annual reports for publication within 3 months from the end of the financial year and audited and consolidated annual reports within 8 months from the end of the financial year.

Is the entity permitted to determine its own financial year?


Is the entity subject to any statutory (external) auditor obligations?

Medium and large companies, as defined by law, are obliged to have their accounts externally audited each financial year.

Requirements to appoint other persons (officers, secretary, internal auditor / accountants). If so, what are their functions? Are there any residency requirements?


What is the title designated for ‘ownership interests' (e.g. shares, quota, interests, membership)?

Business share ( “poslovni delež”).

Are different classes of ownership interests possible? If so, what are some examples of different classes?

There are no different classes of ownership interests (as for d.d.), however, in the articles of association it may be agreed that different rights pertain to ownership interests.

What documentation is required for the transfer of ownership interests?

For any transfer of a business share a notarial deed of transfer must be executed before a notary in Slovenia. The articles may contain transfer restrictions (e.g. approvals and/or pre-emptive rights) that must be complied with.

Are there any additional formal requirements required for the transfer of ownership (notary, approvals, stamping, filings, corporate records)?

The registry court issues its decision based on the filling of the notary on the transfer of the business share.

Are there any applicable stamp duties imposed when transferring ownership interests?


How are shares issued? (including information on payment obligations, registration requirements)

With respect to d.o.o. there is no issuance of shares as it is for d.d.

Articles of association of d.o.o. may stipulate how the shareholders pay the share capital subject to the provision regarding minimum share capital as described above. If not determined otherwise, shareholders must pay at least 1/4 of their own share capital, and the value of all guaranteed contributions must be at least EUR 7,500.00. Articles of association stipulate the ownership interest of each shareholder and this information is also evident from the business register.

In addition, any increase of the share capital must be registered with the business register (Shareholders’ Meetings decide on an increase of the share capital.).

Further information on equity contributions, e.g. , Non-cash payments on shares; (Share premium) contributions without issuance of shares , Can partially paid shares/ownership interests permitted and what are the restrictions on them?

If the share capital or part of it is provided as an in-kind contribution, the articles of association must state each in-kind contribution separately, as well as the amount of the in-kind contribution and the respective shareholder.

The contributions in-kind must be provided in full before the application for entry in the register. Also, the shareholder must prepare and sign a report on in-kind contributions before the application for entry in the register.

If the total value for which an in-kind contribution is given is more than EUR 100,000.00, the shareholders must ensure that it is evaluated by the auditor.

Share premium contributions, i.e. equity contributions without increase of the share capital are possible.

Any requirements with respect to share cancellation, share repurchase and other capital reductions

Articles of association may stipulate that a shareholder may withdraw or be excluded from the company and determine the conditions, procedure and consequences thereof. With the withdrawal or exclusion of a shareholder, the business share of such shareholder ceases to exist and all the rights and obligations associated with it.

Within three months other shareholders must:

  • adopt a resolution on the reduction of the share capital, or
  • take over new share capital or increase their current share capital in proportion to their current business shares.

The company may repurchase its own business shares, however it cannot acquire all business shares.

The Shareholders’ Meeting may decide to reduce the company's share capital. The reduction is valid only:

  • if the director issues a resolution on the reduction of the share capital at least twice, and in the announcement asks creditors to declare whether they agree to a reduction in share capital; creditors known to the company must be called upon directly, or
  • if a company settles claims or provides security/collateral to creditors who have not agreed to a reduction in share capital.

The reduction of the share capital may be registered only after one year from the last announcement referred to in the first indent of the previous paragraph, and after the director provides proof that the company has settled claims of the creditors or provided them with a security referred to the second indent of the previous paragraph.

Any requirements with respect to distributions to shareholders?

Shareholders have the right to a share in the distributable profits, as determined in the annual balance sheet, unless otherwise provided by the articles of association. Shareholders decide on the adoption of the annual report and the use of distributable profits.

Profits are divided in proportion to the amount of the business shares, unless otherwise provided by the articles of association.

Can the owners or shareholders adopt a restrictive or governing agreement among themselves such as a Shareholders Agreement?

Yes. The provisions in such agreement should not contradict the articles of association or mandatory provisions, but additional and/or more detailed provisions are allowed.

Which are the typical annual maintenance costs of maintaining the existence and legal good standing of such an entity (excluding legal fees)?

There are no such direct costs related only to good standing. However, it must maintain a registered address in Slovenia, and it must submit its annual accounts. In addition, the company should consider maintenance costs related to its office address (e.g. rent payment, utility costs, etc.), payment of directors remunerations (if any), accounting services provided by an external accountant (if not employed in the company), employees` salaries, registration fees regarding registration of corporate changes and annual financial statements, taxes, etc.

What are the general corporate tax rates? (Specify if there is a national versus local distinction).


Summary of any specific matters, e.g. recent or prospective major legal developments

No imminent major legal developments are expected in 2021.

Slovenian d.o.o. are widely used in international structures.

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Contact a member firm:
Marko Ketler
Ketler & Partners member of Karanović