When foreigners establish a company in Slovenia, they sometimes confuse certain roles individuals play in the company. To help clarify the different roles of individuals in a company, we will be explaining each of them separately.
What is an LTD company?
If non-EU citizens want to do business in Slovenia, they would have to open an LTD company. It is a company that has to have at least one shareholder and one representative. It can be one and the same person. LTD company requires 7.500€ founding capital which the shareholder provides. The company can later use these funds for business expenses when doing business in Europe.
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Different roles of individuals in an LTD company – shareholder
A shareholder or owner is the person that owns shares within the company. The LTD company can have one owner, who owns 100% of the company, or it can have more. If it has more, each of the shareholder agree what percentage of the company they would own. Respectively, they have to provide that part of founding capital.
Shareholders are in charge of appointing representatives in the company. If the company has profit by the end of the business year, they can receive payment of dividends.
Different roles of individuals in an LTD company – representative
Another of the roles within the LTD company is the representative. The representative or director is the person who is appointed by the shareholder and is the person who makes business decisions within the company. A representative signs agreement with clients, employees, he/she oversees the business account and makes decisions about the financials. He/she also holds the liability for the company’s business conduct.
A representative can be the same person as the shareholder or it can be an unrelated person that the shareholder appoints. It is not necessary that the representative is also employed in the company – he/she can just be a nominal director in the business registry. This will entitle him/her to sign agreements but he/she cannot directly offer the company’s services to clients. If the director is only nominal then he does not receive salary.
Different roles of individuals in an LTD company – procurator
It is not mandatory for a company to have a procurator. This is also a representative function, but in comparison to other roles, the procurator holds less responsibility. That person is still in charge of signing agreements and representing the company in business deals, but he/she cannot make vital decision in regards to purchasing/selling property, for example.
Companies sometimes decide to appoint the procurator, if the representative is not always available but there still is someone who can interact in the company’s business conduct.
What about employees?
Sometimes foreigners confuse the role of employees with other representatives’ roles within the company. An employee does not have to be a part of the ownership or representation structure in an LTD. It is a person that the company employs to offer the company’s services to clients. The employee has to receive salary from the company and the LTD also has to enroll him into social security through employment. An employee is the person who can personally offer the company’s service or sell the products, depending on their job position. A shareholder or a representative can also be employed in the company in order to physically engage also in the company’s services. But if that person is a non-EU citizen, he/she would need to obtain a work and residence permit for Slovenia first, before being employed.
Need assistance in the process of company registration in Slovenia? Contact Data d.o.o. for full support!
Data d.o.o. has over 28 years of experience in helping local and foreign entrepreneurs with their business conduct.
We provide accountancy services and tax consultation.
Additionally, we can also assist you to obtain the necessary documents for company registration. Also, as a licensed VEM point, you can do company registration right here in our office.
Our legal department can help you make the distinctions in the different roles that individuals will play in your company. They can also draft contracts for you.
Should your company need a business address, we can provide services of virtual office.
If you are keen to know more about company registration in Slovenia, send us an e-mail to data@data.si. 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.
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