A holding company in Slovenia is a legal structure which has control over the management and policy of other companies. If a foreign investor wants to extend his business activity in Slovenia one way to do it is to buy enough assets or stocks in a local company.
Our Slovenian company formation specialists can be your trustful guide in becoming a holding company in Slovenia, by offering you all needed information and legal support.
| Quick Facts | |
|---|---|
| Legal entities used |
Private and public limited liability companies |
|
Incorporation method |
Registration with the Slovenian Trade Register |
|
Incorporation time |
Approx. 2 months |
| Advantages |
Easy to incorporate, no liability on the obligations of its subsidiaries, variety of assets it can own |
| Precautions | Must have a registered address and bank account in Slovakia |
| Shareholding structure |
At least one shareholder is required |
| Minimum Capital |
Approx. 7,500 EUR for a private company, approx. 25,000 EUR for a public company |
| Taxation | Standard corporate tax of 19% |
| Control | Full control and management decision rights over its subsidiaries |
| Accounting and Reporting | Annual financial statements must be filed |
| Number of double taxation treaties | Approx. 50 |
The main forms that can be taken by holding companies in Slovenia
A holding company falls under the same rules as domestic businesses in Slovenia, namely the Company Law. Because of this, they can take the following corporate forms:
- – private limited liability companies;
- – public companies.
The most employed is the private entity, as it fits the main characteristics of this type of business form better.
If you want to create a holding company in Slovenia you can benefit from an attractive taxation system, but also from numerous advantages thanks to Slovenia’s membership to the European Union. We are also at your service if you want to open a Slovenian company for trading or commercial purposes.
Types of holding companies
There are several types of companies that can be created in countries all over the world and most of them can also operate in Slovenia. The most important are:
- pure holding companies that the most common, as they represent the main purpose of such a business, that of owning shares in its subsidiaries;
- mixed holding companies that are created for producing goods and owning shares in other enterprises;
- immediate holding companies that own other holding companies;
- financial holding companies that are usually created for owning financial assets in their subsidiaries.
Our company registration agents in Slovenia can provide in-depth information on the main features of each type of holding company.
Facts about holding companies presented by our company formation consultants in Slovenia
According to the Slovenian Companies Act, a holding company holds shares from several other companies. These subsidiaries can be either wholly owned or only partially owned by the holding company, depending on the amount of decision influence they still have. The advantage of 100% ownership over a subsidiary is the access obtained to the proprietary technology of the subsidiary. On the other hand a total ownership implies as well much more responsibility.
A holding company in Slovenia has an important word to say regarding the choice of managers in the companies that it holds, and although it does not directly produce any goods or services, it can oversee the growth of the subsidiaries that do. However, each subsidiary is responsible for the day-to-day activity and for the internal operations and organization.
In case of losses, the Slovenian holding company cannot be pursued for remuneration so it is backed up in case one of the subsidiaries goes bankrupted.
For a more in-depth perspective on the holding companies in Slovenia you may address your questions to our specialists in company registration in Slovenia.
Types of assets owned by holding companies in Slovenia
A holding company in Slovenia can hold several types of assets:
- • A Share in other corporations;
- • Stocks in a limited liability companies D.O.O Druzba z Omejeno Odgovornostjo or in partnerships D.D. Delniska druzba;
- • Real estate, such as lands or buildings ;
- • Patent trademarks;
- • Stocks;
- • Bonds.
Don’t hesitate to call on their help for the evaluation of the legal implications of such a move. If you are not a native speaker, our specialists in company formation in Slovenia will lessen for you any language barriers you might encounter in conducting legal and administrative actions in the country.
What to consider when opening a holding company in Slovenia
Even if a Slovenian holding company will respect the same company registration procedures as for all other domestic entities, there are several aspects one must consider, among which:
- – the holding company can have one or more subsidiaries it controls, however, it does not have management rights in them;
- – in case any of the subsidiaries fails to meet its obligations, the holding company will be exempt from liability;
- – the holding company is in charge of the coordination and distribution of resources in its subsidiaries.
The holding company is also an important tax minimization tool that can be used by foreign investors residing in the European Union and who can benefit from the EU Parent-Subsidiary Directive.
Our Slovenian company formation officers are at your disposal with detailed information on the main advantages you can obtained through a holding enterprise.
Shareholding and management structure of a Slovenian holding company
A holding company must have at least one shareholder, which is usually the parent company. In terms of management, the Slovenian law does not come with strict requirements, as a company needs to have at least one director. In practice, the holding is usually a large enterprise whose management branches on multiple levels.
Holding companies can be registered in Slovenia and have subsidiaries in other countries, but they can also be registered in other jurisdictions and exercise control over Slovenian subsidiaries. So, when dealing with such large businesses, there are various aspects to consider in terms of management and structure.
If you want to open a holding in Slovenia, you can rely on our local agents who can advise you.
Slovenian company formation requirements
The creation of a holding in Slovenia will imply the same steps as for any other entity. It requires one shareholder and one director who can be of any nationality, which is what makes this country so appealing from a company incorporation point of view.
In terms of share capital, in the case of a private entity, the minimum amount requires is 7,500 euros, out of which 25% must be deposited in a local bank account prior to incorporation. In the case of a public company, the minimum amount imposed under the law is 25,000 euros and it must be deposited in full upon registration.
In most cases, the holding company will have a higher share capital considering it usually holds valuable assets in its subsidiaries, but also to the fact that it can own several companies in order to diversify its portfolio.
The main requirements to respect for the creation of a holding
A company, to be considered a Slovenian resident entity must have a legal address and a bank account here. These conditions must also be respected when creating a holding company in Slovenia. Given the fact that the private and public limited liability companies can be used for the incorporation of such an enterprise, the requirements applicable to the selected legal form must also be respected.
Slovenia is a country that enables the registration of companies quickly and simply, however, holding companies are usually complex businesses that operate in multiple countries and that harmonize their operations for the better control of all subsidiaries. This is why setting up this type of entity requires specialized solutions. Such solutions can be offered by our Slovenian company formation experts.
Licensing requirements for holding companies in Slovenia
Generally speaking a holding company does not need a business license, as it role is limited to ownership and decision-making rights. In fact, given that financial holdings can operate in Slovenia, specific financial licenses may be required in such cases. However, these must be obtained by the subsidiaries offering the respective services.
Banking and insurance are the main financial sectors regulated in Slovenia in which holding companies can invest and for which specific licenses must be acquired. The procedure can be quite lengthy and attention-requiring, which is why you can use our dedicated services in this sense.
We can also help foreign investors open other types of holding companies, in accordance with the types of assets to be held.
The main advantages of a holding company in Slovenia
By far, the main advantage of a setting up a holding company in Slovenia is that it can be used as a tax minimization tool. Moreover, it is also one of the most efficient ways of protecting assets without being affected if one of its subsidiaries defaults, for example.
Holdings are also great investment tools, as they inject large capital in their subsidiaries from which they can later take to invest in other projects, thus generating more profits.
If you want to open a holding company in Slovenia and need assistance, you can rely on our specialists for quick and reliable services.
Slovenian holding companies and EU Directives
Slovenia is a member of the European Union, which is what makes it quite appealing to setting up holding companies here. The EU provides for various directives that many EU nations integrate into their national laws, including tax-related ones.
This is also the case of the 90/435 EEC Parent-Subsidiary Directive which provides for a unified taxation system of holding companies and their EU subsidiaries. For this directive to enter into effect, there are several conditions that must be met. These are:
- – the holding must be incorporated as a legal entity accepted across EU states and must be subject to corporate tax without any exemption;
- – at least 10% of the capital of the subsidiary must be owned by the parent company;
- – if there a pre-established holding period requirement in place, the condition must be respected for an uninterrupted period of 2 years.
Another directive applies to EU holdings with operations in Switzerland, so Slovenian holdings with subsidiaries in this country can also benefit from an advantageous tax regime.
Our accountants in Slovenia can offer detailed information on EU directives that provide for favorable taxation of holding companies.
Tax aspects to consider when creating a Slovenian holding company
As a domestic business, the holding company must register with the Slovenian tax authorities, and pay its taxes here. What should be noted is that Slovenia does not have an exemption regime that other European countries have and that apply to holdings, however, such entities benefit from special provisions under the capital gains taxation system.
Here are the main tax aspects to consider about the taxation of companies in Slovenia:
- – the corporate tax rate in Slovenia is set at a rate of 19%;
- – capital gains are imposed the same 19% rate, however, in the case of holding companies owning at least 8% under the form of shares in a subsidiary for more than 6 months, exemptions apply;
- – dividend taxation can also be subject to a 95% exemption under the EU Parent-Subsidiary Directive.
When you intend to open a company in Slovenia please contact our local specialists which are willing to offer all needed support.