Opening a company in Slovenia

Opening a company and doing business in Slovenia

You can expand your business in Slovenia by opening the appropriate type of company.

As a natural person, a foreign citizen has the opportunity to establish a company in Slovenia, most often in the legal form of a limited liability company or to operate as an independent entrepreneur (s.p.).

Provided that they already have an existing company (LTD) abroad, foreign citizens also can register a subsidiary or a branch office of the parent company.

Independent entrepreneur (s.p.).

An individual can do business in Slovenia under his name if he registers as an independent entrepreneur (s.p.).

For an individual to register as an independent entrepreneur (s.p.), it is necessary to have:

  • a Slovenian tax number
  • personal identification number (EMŠO)
  • business address
  • and EU citizenship.

If you are not an EU citizen, an individual must have lived in Slovenia for at least a year to qualify for registration. To open the s.p. no share capital is required because the founder is responsible with his personal property. Also, s.p. can be registered for any business activity.

An independent entrepreneur can be registered as a “regular s.p.” or “afternoon s.p.”.

An independent entrepreneur with “regular s.p.” pays total monthly social security contributions, and he is self-employed. Persons permanently employed in the EU and perform their activity as an independent entrepreneur as a secondary activity can only register “afternoon, s.p.”. They pay lower social contributions because their salaries from the employer already cover social contributions.

Limited Liability Company (LTD)

If you already have a company abroad, there is a possibility to expand the business on the territory of Slovenia by opening a subsidiary, which is also an LTD company. Your main company is the owner here.

The subsidiary in Slovenia has the same rights and obligations as LTD, which a natural person opened.

Documents required for registration of a subsidiary in Slovenia:

  • Slovenian tax number of the parent company
  • Slovenian tax number for representatives of the parent company and the subsidiary
  • excerpt from the business register of the parent company, which is not older than one month
  • statement on business address in Slovenia
  • 7,500 EUR share capital.

The minimum amount of share capital which shall be paid to register an LTD company in Slovenia is 7,500 EUR. The share capital is sufficient in the minimum amount for most business activities.

However, certain business activities sometimes require a larger amount of share capital, such as international freight and passenger transport.

In the case where a foreign company is the founder of LTD in Slovenia, a foreign company must deposit the share capital when opening a subsidiary from the parent company’s bank account, so that the parent company would have to make a bank transfer of 7,500 EUR to the temporary bank account of the subsidiary in Slovenia.

When the founder of an LTD in Slovenia is a foreign citizen, a foreign citizen can deposit the amount of share capital of 7,500 EUR in cash or by transfer from a personal bank account when registering a company. The share capital can be deposited as material assets, but in this case, the registration must be done in the office of a notary public. These funds are later available for use for business purposes.

For the LTD registration, foreign citizens must have a Slovenian tax number for all shareholders and representatives.

Branch Office in Slovenia

A branch office is the only type of company, which is not a separate legal entity.

The branch office is a part of the parent company, registered with a notary in Slovenia and can perform only the same activity for which the parent company is registered. No share capital is required to establish a branch office of a company in Slovenia. Directors and the main company must obtain Slovenian tax numbers. The business name of the branch office will be the same as the name of the parent company, with the addition of “branch office in Slovenia”.

The following documents are required for the registration of a branch office in Slovenia:

  • an excerpt from the register of the parent company, which is not older than 90 days, certified following the provisions of the Law on Verification of Documents and with a translation by a certified court interpreter into Slovenian
  • financial report for the last business year with the certified signature of the representative of the main company (additional certification of the document or apostille stamp is also required if the country is a signatory to the Hague Convention) and translation of a certified court interpreter into Slovenian
  • data on the bank account of the main company
  • a copy of the personal document (passport for citizens of non-EU countries) of the branch office representative
  • the founding act of the parent company, certified according to the regulations and with the translation of the authorized court interpreter into Slovenian.

A Business Address and Opening a Company in Slovenia

The business address in Slovenia is the actual address of the company or independent entrepreneur and must be in the business register.

The registered business address can be in any municipality in Slovenia.

The business address can be:

  • the place where the company or independent entrepreneur will carry out its business activities or
  • the place where the company or independent entrepreneur will manage the business or
  • the place from where the management of the company will manage the company.

Suppose the founder is not the owner of the business premises. In that case, it is necessary for the owner of the business premises to fill in the statement of consent for the business address and to have this statement certified by either a notary or an administrative unit.

Slovenian Tax Number

The foreigner must register for the Slovenian tax number with the Slovenian tax service by submitting a completed form called DR-02 with personal data. The request must be accompanied by a valid passport and personal tax number in the country where the foreigner is a tax resident.

A request for the assignment of a Slovenian tax number may be submitted by a foreigner in person or sent by mail. Foreigner may also authorize another person to obtain a Slovenian tax number on his behalf by signing the authorization.

After applying, the tax service, within eight days, issues a certificate for the Slovenian tax number and delivers the document to the address specified in the request.

A tax number in Slovenia does not automatically mean that a foreigner will become a tax resident of Slovenia. A tax number in Slovenia is necessary for performing financial transactions in Slovenia, such as opening a bank account, receiving salaries or buying property. Foreigners also need this number when registering a company in Slovenia.

An application for tax residence can be submitted after living in Slovenia for more than 183 days in a calendar year.

Tax Liabilities and Opening a Company in Slovenia

Income Tax

Companies, branch offices and other types of companies pay income tax on profits or, more precisely, from their tax base.

The income tax rate is 19% and it is the same regardless of the amount of profit that the company made. The tax base is the difference between income and expenses.

Also, income tax can be reduced by investing, hiring staff and paying salaries, development within the company, etc.

Value-added tax

Taxpayers – meaning both independent entrepreneur (s.p.) and limited liability companies – must become VAT payers in cases where:

  • during the last twelve months exceed or are likely to exceed 50,000 euros of taxable turnover
  • in case of acquisition of goods within the EU, if the value of these purchases in the current calendar year exceeds EUR 10,000
  • in the case of reverse charge – ie when you provide or receive services that are subject to VAT only from recipients of services
  • when a taxpayer procures goods on the territory of Slovenia due to his transactions related to the performance of activities outside Slovenia
  • in the case of the provision of a service in the territory of another Member State for which the VAT payer is exclusively the recipient of the services.

The general VAT rate is 22% – except for supplies of goods and services for which there is a lower tax rate – 9.5%.

Flat-rate taxation

Most independent entrepreneurs are registered under the status of “standardized entrepreneur”, which means that their business tax base is determined, taking into account standardized expenses. Standardized expenses represent 80% of the “standardized entrepreneur” income, while only the remaining 20% of the revenue becomes subject to tax.

The flat-rate tax is 4% on all income. This type of taxation is also possible for “regular s.p.”.

Independent entrepreneur may be taxed on the basis of the standard expenses if in the previous tax year his income does not exceed:

  • 50,000 EUR (for “afternoon s.p.”)
  • 100,000 EUR (for “regular s.p.”).

The independent entrepreneur can claim standard expenses in the amount of 80% of generated revenues, but there are also limits here:

  • “afternoon s.p.” has a maximum of 40,000 EUR recognized expenses
  • “regular s.p.” has recognized a maximum of 80,000 EUR expenses.

A independent entrepreneur can remain in the system of taxation with standard expenses if he does not exceed the income of 300,000 EUR in two consecutive tax years (i.e., 150,000 EUR per year).

Opening a Company in Slovenia

You are planning to start a business in Slovenia.
Contact me for consultations and support when registering a company in Slovenia by email: draganadjordjevic@ymail.com or by phone: + 381 63 84 27 661 (Viber/WhatsApp).

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