Any foreign investor who wants to open a company in Slovenia must know that the sole trader is the simplest form of doing business in this country. Also called the sole proprietorship, through this business form you can run your own business and you are also considered self-employed.
Specific taxation and accounting rules apply to sole traders in Slovenia. An online registration procedure is available to those interested to open a sole trader in Slovenia. Our experts in company formation in Slovenia can assist businessmen register as sole traders in this country.
How to set up a sole trader in Slovenia?
According to the provisions of the Companies Act in Slovenia, a sole trader can be established at a VEM point, for which a digital certificate is required. The registration of a sole trader is done by submitting a set of documents. These are the following:
- • a valid identification document and a Slovenian tax number;
- • a personal identification number (PIN) for the company’s representative;
- • the application for the establishment of a sole trader with the Tax Administration;
- • the entry in the Slovenian Business Register;
- • the application for registration with health insurance and self employment on behalf of the sole trader.
The registration procedure usually takes one working day to complete. After obtaining the resolution on the registration of the sole trader, a bank account can be opened. Depending on the type of the activity performed, the sole trader may need to apply for special permits and licenses in order to lawfully do business in this country. Further registration for tax purposes and a notification to the accounting system is also required.
Businessmen interested in activating as sole traders in this country can be guided by our specialists in company registration in Slovenia, who will help them prepare all the necessary documentation for the registration procedure. Our representatives can also advise on the tax system available for this structure.
Setting up a sole trader in Slovenia as a foreigner
At the level of 2020, there were approximately 25,000 foreigners living in Slovenia, many of them having come here for employment. However, an important portion has found business opportunities they could chase by setting up their own businesses. The Slovenian sole trader is one of the common forms of starting an enterprise as an individual, as it is simple and fast to create.
If you are a foreigner who want to open a sole proprietorship in Slovenia you first need to consider obtaining a residence permit if you are from a non-EU or non-EEA country. This requirement does not apply to non-EU citizens moving here from other EU/EEA countries based on residence visas obtained in any of these states.
Following that, the same steps as requested for Slovenian citizens apply:
- – you need to have a local address;
- – you need to obtain a tax identification number;
- – you need to have a bank account with a Slovenian financial institution.
Even if you can use the same personal bank account for your business activities, it is recommended that you set up a new one for the enterprise only.
You can rely on our company formation agents in Slovenia for support in opening a bank account.
What are the characteristics of a Slovenian sole trader?
The procedure of company formation in Slovenia for a sole trader is very basic due to the fact that this structure has the simplest characteristics a commercial entity can have. Those opening a company in Slovenia as a sole trader must consider the below mentioned aspects, which are the main characteristics of this type of structure:
- • there is no legal difference between the owner of the sole trader and the company;
- • this regulation has a direct effect on the owner, as he or she will become personally liable for the debts of his or her business activity;
- • the owner is considered a self employed person and the salary will be calculated following the personal income tax;
- • the personal tax on income is applied on a progressive system;
- • this means that the income will be charged based on its value (the current tax rates are of 16%, 27%, 34%, 39% and 47%);
- • the sole trader is also required to pay social contributions following a special system that was created for this type of enterprise.
What types of business activities are conducted in Slovenia?
Slovenia is a state that develops a wide range of economic activities. It has a diversified economy and businessmen who want to open a company in Slovenia can find relevant business opportunities in numerous fields. Regarding the economic activity of natural persons (registered as sole traders) and legal persons operating in this country, the Slovenian Statistical Office released the below mentioned data, which is available for 2017:
- • at the level of 2017, there were 142,574 active businesses operating here (comprised of both corporate structures and sole traders);
- • these Slovenian companies had a total turnover of EUR 96 billion;
- • the total number of employees attributable to these companies stood at 627,609 persons;
- • the costs associated with employment had a total value of EUR 13 billion;
- • the highest turnover was registered in the case of companies operating in the industry sector (40%);
- • Slovenian enterprises operating in the trade sector had a turnover share of 35%.
Sole trader verifications and restrictions
One of the most important things to consider when opening a sole trader in Slovenia is that the Companies Register will perform various checks to verify the compatibility of the applicant with the activities to be undertaken. From this point of view, there are certain restrictions that may apply.
A person cannot register as a Slovenian sole proprietor under any of the following situations:
- he/she did not file any tax return in the last calendar year, thus being entered into the tax defaulters’ list;
- he/she has been removed from the VAT payers’ list for not complying with the VAT regulations;
- he/she owns more than 25% in a company that is listed as a tax defaulter;
- he/she owns more than 50% in a limited liability company that has been deleted from the Companies Registrar without being properly liquidated;
- he/she has been fined at least 2 times in the last 3 years for failing to comply with the requirements of the Employment Code;
- he/she has been convicted of committing an economic offence.
It is best to have this type of due diligence before starting the process of registering as sole trader in Slovenia, and our company registration advisors can assist.
We are also at your disposal if you want to set up a company in Slovenia by using another legal form.
Are there any requirements for the sole trader’s name in Slovenia?
Any company operating in Slovenia must have a trading name; this is one of the compulsory requirements when starting the procedure of company registration in Slovenia. The requirement is also available for a sole trader, even though it benefits from very simple registration regulations. According to the Article 72 of the Companies Act, a sole trader must have a specific name structure.
In this case, the owner of the company must include in the sole trader’s name his or her name (full name is required), but also the abbreviation designating the sole trader in Slovenia (which is “s.p.”); furthermore, the name must also clearly state the field of operations that the sole trader was registered in.
Can a sole trader be transformed into a company in Slovenia?
If a sole trader wants to expand the business and increase its incomes, there is a possibility to transform the sole trader into a Slovenian company. The transfer procedure is done through a notary. Several steps need to be concluded in order to transform a sole trader into a company.
Some of the main steps that have to be concluded in this case is to announce the relevant parties with at least three months prior to the modification of the company’s legal entity. This means that the owner of the sole trader must address to his or her creditors and business partners, the local institutions and any other interested parties. In this case, it is also legally necessary to announce via public means of communication.
A public declaration of the transformation must be done by the sole trader, indicating the new type of company through which the business activity will continue. Further on, the rights and obligations are transferred from the sole trader to the company. The procedures relates to the following aspects:
- • the owner of the sole trader will file a proposition with the Companies Register;
- • when filing this document, the sole trader must add to the file the decision of changing the company’s legal structure;
- • if the transfer is done to a newly formed company, it is necessary to add to the file all the relevant documentation needed for the respective new business form;
- • the sole trader can also be transferred to an existing company in Slovenia;
- • if so, the same procedures have to be followed, but it is also necessary to sign a contract on the transfer of the company with the management of the Slovenian company acquiring the ownership rights.
In the case in which the Slovenian sole trader decides for the transfer of the company to an existing company in Slovenia, the sole trader will be deleted from the Companies Register and will terminate the company’s activities under this structure.
The legal consequence of this action is that the company’s activities will be continued under the new business form and that the owner of the sole trader will have the quality of shareholder; our team of consultants in company registration in Slovenia can provide more information on the rights and obligations available for the shareholders of a limited liability company.
Thus, the main options available for the owner of a sole trader modifying the legal structure of the company is to register as a new company – an entry in the Business Register or a contract on the transfer of the company must be concluded. Please contact our team of Sloveniancompany formationexperts if you need further information about the procedure of establishing a sole trader in Slovenia or transform it into a company.