Limitations when opening an LTD company in Slovenia, EU

If you plan on opening a company in Slovenia, you might want to learn about the limitations of company formation. The Companies Act (ZGD-1) prescribes the limitations regarding opening companies and obtaining the status of a shareholders in Slovenia.

Limitations when opening an LTD company in Slovenia, EU

In order to do business in Europe, you can open a company in Slovenia. But the Companies Act has written about the limitations regarding who cannot become a shareholder in a company in Slovenia.

The article 10a of the Companies Act states that the shareholder cannot be:

• a person who was been convicted of crime against the economy, against employment relationship and social security, against legal conduct, property or environment and has been included to the registry of the Ministry of Justice,
• someone who was part of the list of non-tax payers list in the last 12 months,
• someone who directly or indirectly participated with more than 25% ownership of capital in a company, who was included in the list of non-tax payers in the last 12 months,
• a person who received a decree from the Labor Inspectorate of Slovenia twice within the last 3 years regarding an offense related to employment or undeclared work,
• a person who directly took part with more than 50% in an LTD company, which was deleted from the business registry without liquidation.

Additional limitations within the legislation regarding successive opening of companies or opening shelf companies

Successively opening companies means that the owner of the company leaves the unpaid responsibilities in the old company and transfers the business conduct to the new company.

The 3rd paragraph of the 10a article of ZGD-1 states limitations on the practice of successively opening companies and opening shelf companies.

A shareholder of an LTD company cannot become a person, who opened a LTD company in the last 3 months. He/she also cannot become shareholder, if he/she became owner of shares in a LTD company that is not older than 3 months.

The exceptions of these limitations are:

• if this is a medium or big company. Banks, insurance companies and companies that take part in stock exchange,
• if the share acquisition was due to restructuring,
• should the person receive the share through inheritance,
• if all companies, in which the shareholder started owning shares in the last three months, are actively doing business.

If a person, who opened an LTD company in the last 3 months, fulfills certain conditions, the limitations for opening a new LTD do not apply. The conditions are the following:

• the company has an active bank account,
• if it does not have unpaid tax obligations,
• the company has at least 1 person employed for half-time.

If you do not find yourself within those limitations, you can proceed to do business in Slovenia.

Open a company with the support of company Data!

If you have decided to open a company in Slovenia, Data can offer you full support. We can obtain the necessary documents for company registration. You can also register the company at our VEM point.

Our legal department can offer consultation regarding the limitations with opening a LTD. They can also draft contracts and internal regulations for your company.

We also offer accountancy services and tax consulting.

Should your company need a business address in Slovenia, we can provide services of virtual office.

For more information on the limitations of establishing an LTD company in Slovenia, EU, you can write to our email [email protected]. You can also contact us over the phone 00386 1 6006 270 or 00386 40 530 718 (Viber, WhatsApp). You can also follow us on Facebook.