How to Open a Limited Liability Company (d.o.o.) in Slovenia: Process, Costs and Required Documents
Thinking about starting your own business and wondering how to set up a limited liability company?
A limited liability company (d.o.o.) is one of the most common legal forms in Slovenia. Owners are not personally liable for the company's obligations, and the process today is largely simple, fast and, in some cases, even free of charge. In this guide you'll find everything you need to know before you begin.
When is a limited liability company the right choice?
A limited liability company can be founded by one or more persons. This form makes sense if you'll operate in risky or capital-intensive industries, or if you're planning high profits. To set one up, you need share capital of at least €7,500, which is available to the company for its operations. You can pay it in as cash or as a contribution in kind (real estate, movable property, rights, etc.).
Simple or more complex incorporation?
Slovenian law recognizes two ways of incorporating a company.
- Simple incorporation is possible if you pay all contributions in cash before filing the application, adopt a standard articles of association / founding act that cannot be modified, and the shareholder (in the case of a single-member d.o.o.) keeps the minutes book electronically.
- More complex incorporation takes place at a notary. You need it if you are making contributions in kind, if you pay part of the cash contributions only after the company is entered in the court register, or if you want to tailor the articles of association to your needs.
Where can you set up a limited liability company (d.o.o.)?
Single-member d.o.o.:
- via the national SPOT portal,
- at a SPOT point,
- at a notary.
Multi-member d.o.o.:
- at a SPOT point,
- at a notary.
The process via the SPOT portal or a SPOT point is free of charge, while at a notary the cost is calculated according to the notary tariff.
To incorporate via the SPOT portal, the sole shareholder must be a natural person with a personal ID number (EMŠO) and a qualified digital certificate. They must also be the sole managing director and must pay in the entire share capital in cash before the application is filed.
Setting up a limited liability company at a SPOT point: 5 steps
- Registration and document preparation: All founders and managing directors must come to the SPOT point in person, and on the same day, since all documents must be generated on the same day. Bring a valid ID, your tax number or EMŠO, and the certified consent of the premises owner for the business address (if the premises are not owned by you or one of the shareholders). You will also need to provide details about the founders and representatives, the company name and registered office, the business activities, and expected revenues and expenses for FURS (the Financial Administration of the Republic of Slovenia).
- Opening a temporary account: With the prepared founding act or articles of association, you open a temporary (founding) account at a bank and pay in €7,500.
- Proof of payment: Submit the bank's confirmation at the SPOT point within 15 days of filing the application. If you fail to do so, the application is automatically deleted.
- Registration decision: Applications are resolved in four days on average. Together with the decision, you also receive the company's tax number.
- Opening a business account: Convert the temporary account at the bank into a regular business account. The company acquires the status of a legal entity only upon entry in the court register.
When is a notary required?
A notary is required for contributions in kind, for the written adoption of resolutions in a single-member d.o.o., and for more complex forms such as a limited partnership or a joint-stock company. A notary is also needed when establishing a branch of a foreign company. As a rule, founders or representatives must be present in person to sign the documents, and an authorized representative must hold a power of attorney in the form of a notarial deed.
What to do after incorporation?
Once you're entered in the register, the real work begins. You need to take care of:
- permits to carry out your activity (if required),
- mandatory social insurance, if you will also act as managing director as a shareholder and are not already insured on another basis,
- notifying the tax office of your chosen bookkeeping system,
- occupational health and safety.
