Who can make modifications in a company in Slovenia, EU?

Foreigners can start a business in Europe by registering a company in Slovenia. It is an EU country that is also in the Schengen zone, hence a very interesting business destination for foreign entrepreneurs. Sometimes, you register a company and then later want to administer modifications. It is always possible to make any modifications in the company but it is important to know who has to be present in Slovenia to carry out the procedures – the representative or the shareholder?

Data d.o.o. has been supporting entrepreneurs with starting their business in Slovenia for more than 28 years. In addition to our support in company registration, we offer professional accounting services. Also, our legal team can consult you on the modifications the shareholder or the representative can make in Slovenia.

What is the difference between shareholder and representative in an LTD company?

A shareholder is the owner of the LTD company. It is the person or legal entity, who provides the share capital of the company. The shareholder appoints a representative, who will be in charge of making decisions in the company and represent the company in business deals. A representative can only be a person, not a legal entity.

In one-person LTD companies, the shareholder and representative are one and the same person. But you can also be a shareholder and appoint another person representative of your company. For company registration both the representative and the shareholder need to be present in Slovenia. But to administer modifications, it is sometimes sufficient that only one of them comes to do the procedure.

What modifications can a representative make in the company?

There are certain elements in the company to which the representative can administer modifications without the shareholder’s presence in Slovenia. Those modifications include employment of staff – registering new employees to social security, prolonging employment or terminating employment of staff. All those procedures can be carried out by the representative at the VEM point, without visiting the notary.

The representative can also make modifications to the business address of the company. Should the address change, he can come to the VEM point and change the address free of charge. The representative needs to bring just the statement of the new owner’s business address allowing the company to use their premises for the business address.

Additionally, the representative can come alone to add business activities to the company. If your business scope changes, you can add or remove business activities in your company’s act of establishment. This procedure is also one you can do at the VEM point.

The representative can also post job vacancies to look for new staff without the presence of the shareholder.

Some modifications can only be administered by the shareholder

There are certain modifications in the company where the representative’s presence is not sufficient. In those cases, the shareholder has to visit Slovenia to administer them. If there are more shareholders within the company, all have to come to conclude these procedures.

One of these modifications is changing the name of the company. If you decide on another company name, the shareholder have to administer the modification. But you can do the procedure at our VEM point, without visiting the notary.

Another one is appointing a new representative of the company. All shareholders have to sign the documents for either adding or removing representatives within the LTD. These procedures are also one of those you can do at our VEM point.

The more complex modifications are increasing the amount of share capital and adding or removing a shareholder from the LTD company. Those procedures require the shareholders presence and they also cannot be carried out at VEM points. You would need to visit the notary to administer them.

For more information on company registration in Slovenia, EU, send us an e-mail to [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.