Limited liability company (d.o.o.)

A limited liability company (LLC) is a legal person whose owner may be one or more domestic or foreign legal and natural persons. The owners or members are not responsible for covering for the company’s liabilities.

In order to be established, the company is required to have nominal capital that amounts to at least EUR 7,500 (and not less than EUR 50 for each basic capital contribution) and is available to the company for business operations from the day of establishment.

You can set up a simple d.o.o. via the Slovenian Business Point portal (in Slovenian language) for which you will need a digital certificate (instructions in Slovenian language), although we strongly advise you contact one of the physical SPOT Consulting point before you begin the process. In both cases, the procedure is free of charge. The process of establishing a simple d.o.o. can be carried out for a single-member (one founder) and multi-member (more than one founder) limited liability company.

The conditions for the establishment of a simple LLC (d.o.o.) are as follows:

• all capital contributions must be paid in cash before submission of the application;
• a standard memorandum of association articles of association (which cannot be amended) must be adopted;
• in the case of a single-member LLC (d.o.o.), the member must maintain an electronic record of company decisions.

If the conditions are not met, you must establish the company with the assistance of a notary. Once all the conditions applying to establishment are fulfilled, the company is entered in the companies register within a few days, regardless of the means of registration (via the Slovenian Business Point portal, at a physical SPOT point or before a notary).

A simple single- or multi-member limited liability company may be established:

• directly via the national Slovenian Business Point portal (in Slovenian language) using a qualified digital certificate or
• at a physical SPOT point.

Setting up a single-member LLC (d.o.o.) is a straightforward process, with a sole member adopting the company’s articles of association:

• at the physical SPOT Consulting point
• via the Slovenian Business Point portal (in Slovenian language);
  
• or in the form of a notarial act.

The d.o.o. may be set up by a natural person (the sole member of the single-member d.o.o. being established) who appears in the central population register (i.e. they have a personal identification number or EMŠO) and who meets the following conditions:

• the sole member is a natural person who appears in the central population register (i.e. they have a personal identification number or EMŠO) and who has a qualified digital certificate;
• the sole member adopts the articles of association;
• the sole member is, at the same time, the sole manager/director of the company;
• prior to submitting a request for entry, the sole member pays the full basic capital contribution in cash at the court (minimum amount is EUR 7,500).

If an application for registration of the establishment of a simple single-member LLC (d.o.o.) is submitted by remote access (Slovenian Business Point portal in Slovenian language), the application automatically offers the member an electronic record of company decisions.

The future member and future representative of the company must be present at the registration process in person.

They must bring with them:

• a valid personal identification document;
• a certified declaration of consent for the business address;
• initial capital, paid in cash and amounting to a minimum of EUR 7,500 (confirmation from the bank that a cash deposit has been made).

Setting up a multi-member LLC (d.o.o.) is a simple process if the preconditions for the conclusion of an memorandum of association on the SPOT form are met. Capital contributions may only be made as cash deposits, and must be paid in full before submission of the application for entry in the companies register.

If the preconditions for the conclusion of a memorandum of association are met, the members may freely choose whether they conclude it:

• at the physical SPOT Consulting point
• via the Slovenian Business Point portal (in Slovenian language);
  
• or in the form of a notarial act.

The future members and future representatives of the company must be present at the registration process in person.

They must bring with them:

• a valid personal identification document;
• a certified declaration of consent for the business address;
• initial capital, paid in cash and amounting to a minimum of EUR 7,500 (confirmation from the bank that a cash deposit has been made by the members).

In this context, it should be borne in mind that the memorandum of association via the SPOT form contains only the essential elements under the Companies Act (ZGD-1). Additional agreements are not possible.

If the members wish to arrange certain matters differently in the memorandum (in cases where the Companies Act allows this), the memorandum of association must take the form of a notarial act drawn up before a notary. In any event, the memorandum of association must be in the form of a notarial act if the contributions are paid in kind.

Procedures to establish a LLC (d.o.o.) must be performed before a notary in the following cases:

• when the initial capital is not exclusively in the form of cash (i.e. the members intend to make contributions in kind, e.g. machinery, property, equipment) or when the cash contributions exceed EUR 7,500 (Article 475(4) of the ZGD-1) such that part of the cash contributions are to be paid after establishment of the company is entered in the companies register;
• when a single-member d.o.o. plans to take all decisions relating to the business of the company in writing;
• when you intend to set up a company that is not organised as a limited liability company but is more complex, with several members and more complex relationships between them (e.g. unlimited company, limited partnership, joint-stock company, institute, etc.);
• when a branch establishment of a foreign company is being established.

The founders inform the notary of all the compulsory attributes of the future company in person, by post or by email. The notary draws up all the necessary documents referred to.

The composition and signing of documents requires the attendance of the founders in person (natural persons or the legal representatives of legal persons). An individual founder may be represented by an authorised representative. Authorisation to represent the company by contract in the form of a notarial act must be in the same form, i.e. in the form of a notarial act.

Since certification is required of the signature of the representative on the declaration of consent to appointment and on the declaration stating that no circumstances exist that prevent the appointment, the representatives are also required to attend in person.