Starting a business in Slovenia implies completing several steps among which preparing and filing the documents with the Trade Register is the most important. The procedure of setting up a company is the same for local and foreign investors who want to run operations in this country, therefore the Companies Registrar will be in charge with the incorporation of all types of companies.
Company registration is not the only task of the Slovenian Business Register, as it is one of the most important authorities in the country.
Below, our company formation agents in Slovenia explain the main roles of the Companies House. We can also assist foreign investors who want to register various types of entities in this country.
What is the Slovenian Business Register?
The Agency of the Republic of Slovenia for Public Legal Records and Related Services (AJPES) has the following attributions:
- – preservation registering (by managing the SBR-Slovenian Business Register);
- – gathering, processing and issuing of yearly reports, statistical surveys;
- – data gathering;
- – other trading activities.
The Slovenian Business Register (SBR) is the centralized database for all the commercial Slovenian entities. In order to open a company in Slovania, one must first register it with the Court Company Register, which is a part of SBR. The Court is divided into the primary book (used for registering data regarding commercial entities) and the documentary cache (contains the documents submitted for registration). Our experts in company formation matters in Slovenia can give you more details about this institution.
The main functions of the Business Registry in Slovenia
The Trade Registrar in Slovenia has several functions and responsibilities, among which we can mention the following:
- to receive and register all the documents associated with the incorporation of all legal entities acknowledged by the Company Act;
- to keep records of all documents related to the creation of new and existing companies;
- to maintain an updated database on all companies incorporated in Slovenia;
- to issue various documents such as certificates and trading name reservation forms;
- to register all amendments and changes brought to legal entities;
- to reply inquiries about the various types of companies in Slovenia.
The Slovenian Trade Register must be updated permanently and will also collect various company registration fees.
Considering it was created under the same regulations that provide for the types of companies that can be incorporated in Slovenia, namely the Company Law, it will also comply with the requirements imposed by this act.
If you need advice on how to complete various formalities with the Companies Registrar, our Slovenian company formation advisors are at your service.
Legal entities that can be incorporated with the Slovenian Trade Register
According to the Slovenian Company Law, all legal entities that perform simple or complex operations must be registered with the Trade Register based on several documents.
With respect to the legal forms that can be created, these range from the sole trader or sole proprietorship to public companies. Foreign companies seeking to operate in Slovenia must also provide information to the Trade Register and incorporate branch offices or subsidiaries. However, cooperatives, associations and non-profit organizations must also submit their information with the Registry.
Simply put, the following legal forms can be registered with the Trade Register in Slovenia:
- – sole proprietorships,
- – partnerships,
- – private limited liability companies,
- – public limited liability companies,
- – branch offices,
- – subsidiaries,
- – representative and liaison offices.
The main difference between the registration procedures associated with the above-mentioned entities imply the documents that need to be prepared, as well as the minimum amount required to create some of the complex types of companies.
It should be noted that the procedure of starting a company in this country does not end once the Certificate of Registration is issued, as the business must also be registered with the Financial Administration and obtain various operating licenses.
If you are a foreign investor and want to start a business, our company registration officers in Slovenia are at your disposal for guidance. We can also handle the procedure on your behalf through a power of attorney if you want the formalities to be completed as quickly as possible.
How can a company register with the Slovenian Business Register?
All the application from the companies may be submitted to the SBR in two ways: online on the e-VEM portal or at any VEM office across the country. If the application is made online, the authorized signature must be certified first.
The registration documents must be drawn in Slovenian or accompanied by a certified translation in Slovenian. The entities that must be registered are: the companies, the partnerships, sole traders, private entities, branches, societies, other units.
The company registration procedure in Slovenia must be accomplished no longer than 15 days since the incorporation documents were signed.
The requested documents for each type of business may differ. All the entities must provide information regarding the founders (name and address), the company (name and address), management scheme, company duration (if it’s a limited one). A limited liability company and a joint stock company must issue details regarding the share capital, unlike the partnership or sole traders were the minimal share capital is not requested.
As a result, the company will receive a registration number, a work code and an institutional field.
Any change in the company status must be reported immediately to the court register. The liquidation, transformation, merger are all subject of registration and our specialists in company formation in Slovenia are ready to assist you in any of these procedures.
Company due diligence with the Trade Register
Foreign businesspersons or companies interested in entering partnerships or ventures with Slovenian entities can use the Slovenian Business Register as a tool to inquire about the local companies. This way, they will find out important details with respect to the incorporation, share capital, shareholding structure and management of local businesses.
We can also perform company due diligence procedures on behalf of those who need information on Slovenian companies.
How can information be checked in the SBR?
There are two ways the information from the Slovenian Business Register can be checked: on the ePRS web portal or by issuing printouts at request. The printouts are issued if the entrepreneur is filling a special order form. An investor may have access to this information weekly or monthly at a special request.
The printing of the information is charged, unlike the electronic information. All the information is updated daily, so the ePRS is an efficient instrument for the entrepreneurs.
Joint ventures and franchises in Slovenia
As the business market evolves and the number of foreign companies operating in Slovenia is rising, the creation of joint ventures and franchises is growing. When these imply the creation of new entities, they must be registered with the Slovenian Business Register. Also, the contracts entered by such business must be filed with the Companies House.
If you are interested in creating such a venture in Slovenia, our specialists can guide you on the requirements you must meet. We also offer assistance in drafting various commercial contracts.
Feel free to send us any questions you have on how to register any type of company with the Trade Registrar in Slovenia.
Information stored by the Trade Register in Slovenia
All legal entities acknowledged by the Company Law must have their information submitted with the Business Register. This implies the names of the shareholders in the case of companies and of the owners in the case of sole traders.
Also, the information about the directors and managers must also be kept with the Trade Register. The legal addresses and local offices must all be submitted with the Companies House upon setting up businesses in Slovenia.
Apart from these, the Registrar will keep the Articles of Association in the case of corporate entities – private and public.
Upon company registration, the owners must submit proof of their share capital under the form of a bank receipt, as in many cases the incorporation cannot be completed without the share capital being paid partially or in total.
It should also be noted that this is the same information that can be found when filing an inquiry for company verification with the Register. Our company registration advisors in Slovenia are at your service if you require such information.
Company shareholding and management details found in the Trade Register
Upon the creation of a company, there are various information that must be submitted with the Companies House. Among these, the shareholding and management details are mandatory.
In the case of shareholders, the following are required:
- – their names and if they are natural persons or corporations;
- – their addresses in Slovenia or abroad (if they are foreigners);
- – their contribution to the share capital of company;
- – the number and types of shares they own in the business;
- – other details, such as beneficial ownership, where applicable.
In the case of managers, their names and addresses must also be declared to the officers of the Registrar. Also, specimen signatures must be submitted in their case.
Companies have the right to appoint representatives to act as contact points with the Companies Register, case in which their names must also be recorded.
It is also worth noting that the Articles of Association will also contain this information, and the papers must be filed for approval with the Slovenian Business Register.
Amendments in Slovenian company details
Considering that the Business Register must maintain updated records on all legal entities, any change in a company must be reported in due time here in order to avoid penalties. Among the changes that can be made in a business, we can mention the following:
- – changes in the shareholding structure;
- – legal seat modifications;
- – management changes;
- – share capital alterations.
The new information must be submitted alongside the amended Articles of Association and declarations of new members or directors of the company.
Special attention must be paid by branch offices created by foreign companies that must report any change. The Slovenian branch office must announce the Trade Register on any change in the parent company which is the only shareholder in the entity operating here.
Also, special attention must be paid when companies undergo mergers or acquisitions, no matter if they are the ones taking over other companies or are absorbed by other businesses.
The Slovenian Trade Register is a very complex authority which stores a huge quantity if information which is why when reporting any change, the accuracy of the data is important.
Company liquidation with the Trade Register in Slovenia
Not only the incorporation of new companies must be reported with the Companies Registrar in Slovenia, but also the dissolution of businesses. A company that is about to undergo insolvency or restructuring must announce this phase in its existence. However, if there are no salvaging solutions and the company must be liquidated, this stage must also be announced with the Trader Register which will erase the business from its database after the procedure is concluded.
Business operations in Slovenia
The Trade Register in Slovenia keeps updated information on all companies incorporated and deleted from its database. By the end of September 2020, the following information was gathered by the Registrar:
- – there were 98,620 sole traders registered with the Companies House,
- – the total number of companies operating in this country was 73,598,
- – there were also 24,065 associations with activities in Slovenia,
- – the number of non-profit organizations in Slovenia was 8,961
- – there were also 476 cooperatives registered with the Trade Register.
The process of registering a company in Slovenia can be handled by our local company incorporation agents, who have a wide experience in helping investors open companies in the country. Do not hesitate to contact our Slovenian company formation consultants for a personalized offer.