The main business forms in Slovenia include:

Limited Liability Company

A Limited Liability Company is comprised of capital in the form of shares owned by partners.

Key aspects of a Limited Liability Company include:

May be formed by a single shareholder and up to 50, including foreign;
In certain cases more than 50 partners are allowed with approval from the Ministry of Economic Affairs;
The legal status of the company is obtained via court registration;
Minimum start-up capital of EUR 7,500 with no maximum limit;
Minimum capital per shareholder is EUR 50;
25% of capital must be paid up prior to registration;
Liability of the partners is limited to their contribution to the company; and
Managed by at least 1 director.

Joint Stock Company

A joint stock company is comprised of capital divided into shares, or stock. Shares may be issued publicly.

Key aspects of a Joint Stock Company include:

Any number of shareholders may form the company by signing an act of incorporation;
The legal status of the company is obtained by court registration;
Minimum start-up capital of EUR 25,000 with no maximum limit;
At least 1/3 of the capital must be in cash, and 25% of the nominal value of the shares payable in cash must be paid up prior to registration;
The minimum share value is EUR 1, or multiples thereof;
Liability of the shareholders is limited to their contribution for shares of the company;
The shareholders meeting is the main decision-making body; and
Management of the company may be a board of directors or a combination of a management board and a supervisory board.

Partnerships

Partnership forms available in Slovenia include general partnerships, limited partnerships, and partnerships limited by shares

Key aspects of a General Partnership include:

Formed by at least 2 partners;
A formal partnership agreement must be signed to establish the partnership;
The partnership name must include the name of at least 1 of the partners;
There are no minimum capital requirements; and
Each partner is fully liable for the obligations of the partnership to the extent of their personal private assets.

Key aspects of a Limited Partnership include:

Formed by at least 1 general partner and 1 limited partner;
The partnership name must include the name of at least 1 of the partners;
There are no minimum capital requirements; and
General partners are fully liable for the obligations of the partnership to the extent of their personal private assets, while limited partners' liability is limited to their contribution to the partnership.

Key aspects of a Partnership Limited by Shares include:

A partnership limited by shares is a hybrid form sharing aspects of a limited partnership and a joint stock company;
Formed by a minimum of 5 partners who are required to sign an act of incorporation; and
1 or more partners must assume full liability as a general partner and have the right to represent and manage the partnership.

Branch Office

Foreign companies and sole traders are able to conduct business in Slovenia via a branch office.

Key aspects of a Branch Office include:

A branch office has no legal entity status and must conduct its business in the name of the parent company;
The parent company is liable for all obligations of the branch;
A representative must be appointed to manage the branch; and
The formation of a branch requires notarized articles of incorporation and must be registered with Business Register.

Further information on the general investment, tax and regulatory regime about the country is available at the following external references:

Powerful Tax Solutions

Tax Rules Engine