Limited partnership with share capital (k.d.d.)

In Slovenia, A Limited partnership with share capital (k.d.d.) can be registered. It has elements of a limited partnership and a public limited company.

All legal relations between the general partner and their relationships with shareholders, especially regarding the entitlement of limited partners to business management and representation, are regulated by the provisions of the Limited Partnership Act.

All other issues regarding registering a limited partnership with share capital in Slovenia are regulated by the provisions that apply to a public limited company.

The procedure for establishing a lLmited partnership with share capital in Slovenia is similar to the procedure for a public limited company. The company is established by adopting articles of association that must be adopted by at least five persons.

The articles of association contain the following data:

• share capital of the company;
• share issue amount and, if there are several share classes, also the class of shares acquired by the limited partnership shareholders,
• name and address of each general partner,
• monetary  and non-monetary contributions of general partners (by amount and type).

General partners (partners who are liable for and manage the company) and limited partnership shareholders (limited partners who subscribe and acquire shares) are the founders of a limited partnership with share capital, meaning that once established at least one general partner and at least four limited partnership shareholders must adopt and sign the articles of association. General partners are considered by law as members of the management board or directors of a limited partnership with share capital.

Similar to a PLC, a limited partnership with share capital has the following statutory bodies:

• management,
• assembly and
• optional board of limited partnership shareholders.

The company also has a supervisory board, or should have one in cases stipulated by law.

If the general partners are individuals, then as members of the management board they perform their tasks according to the same principles that apply to a public limited company.
A statutory body of a limited partnership with share capital is the assembly, which is comprised of limited partnership shareholders.

A limited partnership with share capital (k.d.d.) may be established at a notary.