Registration of a sole trader (s.p.)

A sole trader (s.p.) is a natural person independently pursuing a gainful activity on the market. Registering as a sole trader is quick, easy and free of charge. No initial capital is required.

Under the law governing companies, a sole trader may commence their activity once they are entered in the Slovenian Business Register.

This  easy business form of a company can be created quickly and free of charge from home on the Slovenian Business Point portal (online ‘one-stop shop), for which you will need a digital certificate and the required equipment or at one of the SPOT points. You may also send your application for entry by post, although you will have to enclose a verified signature with your application.

The decision on entry is made by AJPES. The registration procedure is free of charge.

Find out more on doing business in Slovenia before becoming a sole trader here.

We strongly advise you, to contact one of the SPOT points before you begin a process.

You can find instructions for online procedure here. Procedures are in Slovene language.

To register you will need:

• a valid personal identification document;
• a tax identification number;
• if you are not the owner of the building at the business address or at the business address of the branch establishment you wish to register, you must enclose a verified declaration from the owner of the building (Model declaration of a building-owner) stating that they allow you to operate the business from this address. The declaration may be verified at any administrative unit. A declaration does not require verification if the owner of the building makes a declaration at a SPOT Point or if the trader obtains authorisation to pursue the activity from central government, a self-governing local community or a competent national or municipal fund responsible for housing affairs, pursuant to the law governing residential buildings. A trader or company must be able to accept official post at the business address;
  • in respect of the entry of a representative in the register, the representative’s consent to the appointment.

A trader may appoint, with their prior consent:

• a procurator (to perform all transactions, including in the event of the trader’s death) or
• a representative to act for them after their death.

The type of representation is entered in the Slovenian Business Register.

An application for the entry of an s.p. in the Slovenian Business Register may also be made by a proxy on the basis of a verified Power of Attorney.

The following may be performed at a SPOT point:

• the entry of an s.p. in the Slovenian business register;
• the submission of tax information on the s.p. to the Financial Administration of the Republic of Slovenia (FURS);
• the registration of a sole trader in the compulsory social security scheme (M1 form). If the trader is insured under a full-time employment relationship, they register for insurance against injury at work and occupational disease (M12 form).

You should arrange inclusion in the compulsory health insurance scheme, if you are not already covered under a full-time employment relationship, within eight days of entry in the Slovenian Business Register at the latest. You may apply for inclusion in the compulsory social security scheme via the Slovenian Business Point portal or at one of the SPOT points by completing an M1 form.

You must also submit an application for entry in the Tax Register (FURS) to inform FURS of the method you have chosen to manage your accounts, and must do so within eight days of entry in the Business Register.

You may manage your accounts in two ways:

• accounting at actual cost (single- or double-entry bookkeeping);
• accounting based on normalised expenditure.

Before you start your business, we recommend that you should also pay attention to issues of occupational health and safety.

Registration of sole trader (s.p.) through SPOT portal.

Registration can be also performed from your home through the SPOT portal. For this you will need digital certificate issued by one of slovenian verified institution and other recommended gear. Application will automatically check certain restrictions of the potential company. (stakeholder verification through FURS). The registration process may include some fees.

A decision on entry in the Slovenian Business Register is published on the AJPES website (with any personal details hidden). Service of the decision is deemed to have been effected on the day of its publication.

You will receive the decision in the manner you requested in your application (by post, to a secure email address or in person at an AJPES office), generally within two to three days of the date you proposed for entry in the register, the change to data in the register or removal from the register.

A request for the entry of an s.p. in the Slovenian Business Register may be submitted no more than one month prior to the start of business operations. The sole trader determines the start date (proposed date) in the application.

While you may open a business account for business purposes, you can also use your private bank account to handle your business transactions.

If you open a business account (code T account type), it is maintained in the business section of the current accounts register, which means that the account details are public.

Before you start pursuing your activity, you must obtain the authorisation to do so, if such authorisation is required. The conditions applying to and the authorisations for the performance of an activity, as well as the procedures for obtaining the authorisations, are described in detail on the Slovenian Business Point portal.

You must indicate the activities you will actually pursue in the application for entry in the business register. However, compliance with the conditions is not checked during the entry procedure.

If you require assistance in choosing the appropriate activities from the Standard Classification of Activities (SKD 2008), you may contact a SPOT point advisory service.

During the procedure of submitting an application for entry, checks are made to see whether certain restrictions apply, i.e. a person may not register an s.p. if:

• has appeared on the list of tax defaulters or of those who have failed to file a tax return for the last 12 months or are on the list of taxable persons who have ceased their own identification for VAT purposes ex officio,
• has a share of over 25 % in a company that appears on the list of tax defaulters or of those who have failed to file a tax return or are on the list of taxable persons who have ceased their own identification for VAT purposes ex officio for the last 12 months;
• had a share of over 50 % of the direct shareholding in a limited liability company (d.o.o.) that in the last year has been removed from the companies register without liquidation on the basis of the Financial Operations, Insolvency Proceedings and Compulsory Winding-Up Act;
• has been fined twice in the last three years by means of a final decision of the Labour Inspectorate of the Republic of Slovenia or FURS for the offence of undeclared work and employment;
• has been convicted res judicata and given a prison sentence for a criminal offence of an economic nature, a criminal offence involving an employment relationship or social security, a criminal offence involving legal transactions, a criminal offence involving property, or a criminal offence involving space, the environment or natural resources, and have been entered in the criminal records of the ministry responsible for justice;
• has been fined in a final decision in the last three years for an offence relating to the payment of the assets necessary to preserve the company's share capital.

   

The restrictions referred to in indents 1, 2 and 3 shall be automatically verified in the Slovenia Business Point system on the basis of a direct data exchange between authorities. If a restriction is in place, an application for registration may not be filed.

The restrictions referred to in indents 4, 5 and 6 shall be verified by AJPES prior to entry in the Business Register.

If a person is undergoing a personal bankruptcy procedure, they must have authorisation from the court to operate as a sole trader.

Verification of the restrictions referred to in the 1., 2., 4. and 5. indents shall also be carried out for foreigners.

If you wish to perform an activity at another location as well, you must register the branch establishment in the Business Register.

When registering the branch establishment, you should state the name and the basic elements of the trader’s company name (name and surname, an indication that this is part of a business entity, and the label ‘s.p.’). The branch establishment’s core activity must be one of the registered activities performed by the sole trader.

If you are not the owner of the building in which you wish to register the branch establishment, you must enclose with the application a certified declaration from the building-owner stating that they allow you to do business from this address. The declaration does not have to be certified if the building-owner makes it at a SPOT point.