Company’s division plan

The provisions of the Companies Act (“Off. Herald of RS”, Nos. 36/2011, 99/2011, 83/2014 – other law, 5/2015, 44/2018 and 95/2018) regulated the implementation procedure of status changes of the division and the spin-off.

Status change division and spin-off may involve one or several companies of the same or different legal form. They may not apply to a company in liquidation or bankruptcy unless the status change is conducted to measure reorganization following the bankruptcy act.

Division

A company may divide by simultaneously transferring all of its assets and obligations to:

  • Two or more newly incorporated companies (the division by incorporation) or
  • Two or more existing companies (the division by acquisition) or
  • One or more newly incorporated companies and one or more existing companies (the mixed division).

Continue reading Company’s division plan

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.). Continue reading Opening a company and doing business in Slovenia

Registration Of Status Change And Legal Consequences Of Status Change

Registration of a status change of a company is an integral part of the phase of completion of the procedure for the implementation of status changes (merger, acquisition, division and spin-off), which are regulated by the provisions of the Companies Act.

The registration of a status change is made in compliance with the registration act concerning the recipient company and concerning the transferring company, after entry into force of the contract on status change, i.e. the division plan.

The increase, i.e. reduction of share capital, occurred as a result of a status change is registered in compliance with the registration act as well as deletion from the register of the company which is dissolved as a result of status change.

The registration of the status change may not be made before the payout is made to the dissenting members of the company participating in the status change. The chairman of the board of directors, i.e. the chairman of the company’s supervisory board, if the company has a two-tier management system confirmed by a statement in writing that all dissenting members of the company participating in the status change have been paid out, i.e. that there were no dissenting members of the company. Continue reading Registration Of Status Change And Legal Consequences Of Status Change