Company Formation in Slovenia: Registering a d.o.o. Step by Step

The d.o.o.: the Company Almost Every Founder Registers

Company formation in Slovenia nearly always means a družba z omejeno odgovornostjo, the d.o.o., governed by the Companies Act (Zakon o gospodarskih družbah, ZGD-1). One or more natural or legal persons may found it, with up to 50 members unless the minister responsible for the economy allows more. Each member holds one business share, the poslovni delež, expressed as a percentage. The Act forbids issuing securities for these shares, so there is no share certificate: the members and their shares are entered in the court register itself.

Capital rule	What Article 475 ZGD-1 says
Minimum osnovni kapital	EUR 7,500, and each member’s contribution to the capital at least EUR 50
Form of contribution	Cash, or in kind: movables, real estate, rights, or a business or part of one
Before filing	Each member provides at least a quarter of its contribution, and the contributions provided total at least EUR 7,500 of capital
In kind	Handed over in full before filing, with a report on their value
Cash	Paid to a bank account; the bank certifies the deposit and that the company can dispose of it

The quarter rule matters only above the minimum: a d.o.o. with EUR 40,000 of cash capital can register partly paid once the total paid reaches EUR 7,500, but only through a notary.

Three Routes to the Court Register: Portal, SPOT Point or Notary

Companies are entered in the sodni register, the court register: the registry court decides each entry and AJPES, the Agency for Public Legal Records and Related Services, manages the register. Every application concerning a d.o.o. is filed electronically through SPOT, the Slovenska poslovna točka, by whoever the route below makes responsible:

Route	Who can use it	Founding document	Capital
SPOT portal, online	A single member who is a natural person with an EMŠO and a qualified digital certificate, and is also the sole director	Standard akt o ustanovitvi adopted on the portal, with an electronic book of resolutions	Whole contribution in cash before filing
SPOT point, in person	One or several members; every founder, and every director who is not a founder, signs at the same SPOT point on the same day	Standard form prepared by the SPOT officer, which cannot be varied	Cash only, paid in full before filing
Notary	Anyone; required for capital in kind, partly paid capital, tailored articles, or a single member who wants a written rather than electronic book of resolutions	Notarial deed (notarski zapis)	Article 475 in full

So a notarial founding deed is not always required. Article 474 allows a partnership agreement on the special form with certified signatures, and Article 523 lets a single founder adopt an akt o ustanovitvi that need not be notarial. The standard form carries only the essential terms the Act lists; founders who want their own voting or transfer rules go to a notary.

What a Foreign Founder or Director Needs

The Court Register Act (ZSReg) settles the EMŠO question. The EMŠO identifies people in the central population register with residence in Slovenia; everyone else is identified in the court register by a Slovenian tax number alone, issued on request to a non-resident who is to be entered as founder, member or director. So a foreign founder needs a tax number, not an EMŠO, and because the online portal requires an EMŠO, non-residents use a SPOT point or a notary.

• Tax number. A foreign natural person applies to the Financial Administration (FURS) on form DR-02, in person with an identity document, through an authorised person with a power of attorney, or by post. FURS states that it sends the certificate within eight days of a complete application.
• Bars on founders. Article 10a ZGD-1 stops a person from founding or joining a company if, among other grounds, they have a conviction for listed economic or property crimes, have appeared in the last 12 months on a FURS list of non-filers or non-payers, or hold more than 25% of a company on such a list.
• The director. The poslovodja, usually called the direktor, may be any natural person with legal capacity not barred under Article 255, for example by a final conviction for economic crimes less than five years old. There is no residence or nationality condition. The new director signs a statement that nothing bars the appointment, and the registry checks criminal records, including in other member states.
• Working in Slovenia. Owning a d.o.o. needs no permit, but a non-EU national who will represent it and work in Slovenia needs a residence and work permit.
• Business address. Unless a founder owns the premises, the owner’s certified consent to the company operating at the poslovni naslov goes with the application.

At a notary a founder may act through an attorney whose power of attorney is itself a notarial deed, but SPOT tells directors to attend in person, because their signatures on the consent and the no-bar statement must be certified. The Companies Act also allows an electronic notarial deed concluded by video link, in the manner set by the Notaries Act.

Registering a d.o.o. in Slovenia, Step by Step

1. Tax numbers and basics. Non-resident founders and directors obtain tax numbers, and the founders settle the firma, the seat, the activities with their SKD codes and the business address.
2. The founding act. The SPOT officer or the notary prepares the act or agreement, the resolutions on the address and the representatives, each director’s acceptance, each founder’s statement that it owes the state nothing from earlier business, and the FURS registration form.
3. The capital. With the founding act the founders open a temporary account at a Slovenian bank and pay in. On the SPOT route the bank’s confirmation must reach the SPOT point within 15 days of filing, or the application is deleted automatically.
4. The court decision. SPOT reports that applications are resolved in four days on average, and the company’s tax number arrives with the registration decision. The company becomes a legal person only on entry in the court register.
5. The business account. With the decision the founders have the temporary account converted into an ordinary business account. Our page on bank accounts for Slovenian companies covers what banks ask of foreign owners.
6. Beneficial owners. Within 8 days of entry in the Slovenian Business Register the company records its beneficial owners in the Register dejanskih lastnikov at AJPES. Only the legal representative, or a person it authorises through AJPES, can make the entry, with a qualified certificate for electronic signature.

After the Court Register Entry: Tax, VAT and Annual Filings

A d.o.o. with its seat in Slovenia is Slovenian tax resident by virtue of that seat; FURS adds companies with no seat here whose place of effective management is here. A director abroad does not change that.

Obligation	Rule
Corporate income tax	22% for 2024 to 2028 under Article 64 of the reconstruction act ZORZFS; the general rate is 19%
Tax return	Through eDavki, at the latest three months after the tax year, so by 31 March for a calendar year
VAT (DDV) registration	Compulsory once turnover in Slovenia passes the EUR 60,000 threshold in a calendar year, with the number held from the next 1 January; above EUR 66,000 of turnover the request is due in the month it is passed
VAT across borders	Needed before supplying services in another member state where the customer accounts for the VAT, and for intra-EU acquisitions above a EUR 10,000 annual threshold
VAT rates	22% standard; 9.5% for supplies listed in Annex I to the VAT Act
Annual report	To AJPES for public disclosure within three months of the year end for a small company
Audit	As a rule only medium and large companies, classified by headcount, net turnover and assets

Voluntary VAT registration below the threshold must be notified in advance and kept for at least two calendar years. SPOT lists further steps: an activity licence where one is needed, social insurance where a member also acts as director and is not insured full time elsewhere, and telling the finance office which bookkeeping system the company uses, which is where a Slovenian accounting office comes in.

Corporate and Secretarial Services Around a New d.o.o.

A d.o.o. has members, who decide at the members’ meeting, one or more directors and, where it has one, a supervisory board, but no company secretary. A single-member d.o.o. records every members’ decision in a book of resolutions, written and certified by a notary or electronic and kept by the Chamber of Notaries; an unrecorded resolution has no legal effect. Changes of director, seat, name, activity or ownership must be filed within 15 days, through a SPOT point or a notary. The year after formation is set out under corporate services in Slovenia.

A Branch of a Foreign Company Instead of a d.o.o.

A foreign company can trade in Slovenia through a podružnica, a branch. It needs no share capital but is not a legal person, so the foreign company answers for its debts with all its assets. Its legal representative can file the branch only through a notary. The foreign company and the foreigner entered as the branch’s representative both need Slovenian tax numbers first, and a company from outside the EU may open a branch only after at least two years on its home register.

When a Ready-Made d.o.o. Is the Better Route

With the court deciding in about four days, a new d.o.o. suits most founders. Buying an existing company makes sense when you need an older entry in the register, when founders in several countries cannot sign at one SPOT point on the same day, or when Article 10a(5) applies: anyone who founded a d.o.o. in the last three months, or took a share in one less than three months old, cannot found or join another, subject to listed exceptions. The share transfer and the notary’s check of the buyer are explained under ready-made shelf companies in Slovenia.

What We Do

We can form a new d.o.o. for you or supply an existing one. We prepare the founding or transfer documents and the filings with the court register and the beneficial owner register, and help you prepare the bank application. Where we have a working contact at a suitable bank we can make an introduction; the bank alone decides whether to open the account. Slovenian law also allows a nominee director, whom we arrange only through a company service provider subject to the Anti-Money Laundering Act (ZPPDFT-2) and supervised by the Office for Money Laundering Prevention; that director carries the full liability of Article 263 of the Companies Act, and you are entered in the Register of Beneficial Owners as the company’s real owner.

Frequently Asked Questions about Company Formation in Slovenia

How long does company registration in Slovenia take?

The court stage is short: SPOT, the state business portal, reports that applications are resolved in four days on average, and the company’s tax number comes with the decision. What varies is the preparation: a foreign founder’s tax number, which FURS sends within eight days of a complete application, the owner’s consent for the business address, the appointment, and the bank’s capital confirmation, due within 15 days.

Can a foreigner open a company in Slovenia without an EMŠO?

Yes. The Court Register Act identifies people without residence in Slovenia by their Slovenian tax number alone, and issues one on request so that they can be entered as founder, member or director. The EMŠO is needed only for the online portal route, reserved for a single member who also holds a qualified digital certificate. A foreign founder therefore registers in person at a SPOT point or through a notary.

Does the EUR 7,500 share capital have to be paid in full before registration?

On the simple SPOT route, yes: all contributions are paid in cash before filing. The general rule in Article 475 ZGD-1 is looser. Each member must provide at least a quarter of its contribution and the total provided must reach EUR 7,500, so a company with a larger capital can register partly paid. Contributions in kind are allowed but must be handed over in full, and that route needs a notary.

Do I need a notary to set up a company in Slovenia?

Not always. A d.o.o. on the standard founding act can be registered at a SPOT point, and a single resident founder with a qualified digital certificate can file online. A notary is required for capital in kind, for capital partly paid after registration, for articles beyond the standard form, for a written book of resolutions in a single-member company, and for a branch of a foreign company.

Does a power of attorney for founding a Slovenian company have to be notarised?

It depends on the founding document. Where the partnership agreement is a notarial deed, a notary must confirm the founder’s power of attorney, and SPOT describes it as a notarial deed itself. Where the agreement is on the special form, the signature on the power of attorney is certified. The directors’ own statements are separate: their signatures on the consent to appointment and on the no-bar statement must be certified.

Is a Slovenian d.o.o. tax resident if it is managed from abroad?

Yes, under Slovenian law. FURS treats any company with its seat in Slovenia as resident, and adds companies with no seat here whose place of effective management is in Slovenia. Management abroad does not take a registered d.o.o. out of Slovenian tax. Where another country also claims the company as resident, the double taxation convention between the two countries governs how that conflict is settled.

More on Slovenia: the Slovenia overview, ready-made shelf companies in Slovenia, bank accounts for Slovenian companies and corporate services in Slovenia. For the general case for buying instead of forming, see off the shelf companies.