- →
-
Contact Form
-
People searching for company secretarial services in Slovenia are usually working from English or Irish practice, where a company appoints an officer with that title who then carries the statutory paperwork. Slovenian law does not create the office. A d.o.o. has its members, who decide together at the members’ meeting, and a direktor who represents it. Nobody holds the title of company secretary, there is no register entry for one, and appointing one would have no legal effect.
The work behind the search term is real all the same. In Slovenia it is split between four hands: the direktor, the notar, the accounting office, and whoever the owner engages to hold the corporate side together.
| What a company secretary would do elsewhere | Who carries it in a Slovenian d.o.o. |
|---|---|
| Convening the members’ meeting and recording its resolutions | The direktor is answerable for it, and in practice the corporate services provider drafts and keeps the minutes |
| Keeping the list of members current | The notar, because a transfer of a business share is itself a notarial act, followed by the register entry |
| Filing changes to the business register | AJPES, through the e-VEM one stop shop, with the notar in the chain wherever the founding document changes |
| Maintaining the beneficial owner record | The company itself, in the Register dejanskih lastnikov |
| Books, annual report and tax returns | The računovodski servis, the accounting office |
| Custody of the corporate records | The company, at its registered seat |
AJPES, the Agency of the Republic of Slovenia for Public Legal Records and Related Services, is not one filing point. It keeps the Poslovni register Slovenije, the business register carrying the firma, the sedež, the direktor, the members and the matična številka. It collects the annual reports and financial statements that companies have to put on the public record. And it maintains the Register dejanskih lastnikov, the beneficial owner register. Three obligations, three separate calendars, one agency. Being current in one of them proves nothing about the other two.
Tax sits somewhere else entirely. The Finančna uprava RS, FURS, issues the davčna številka and the ID za DDV, receives the corporate income tax return and the DDV returns, and takes the payroll filings. A company can be perfectly tidy at AJPES and in default at FURS. That is the failure we see most often in companies whose owners are abroad and assume that one filing covers everything.
The matična številka is the number the business register issues on entry, and the one counterparties and banks ask for. It is not the tax number and not the VAT identification, which are separate registrations with FURS. The guide to the company registration number sets the three side by side.
Ongoing corporate services in Slovenia come down to recurring filings on two clocks at two different bodies, plus the event driven ones.
| Filing | Goes to | When |
|---|---|---|
| Annual report and financial statements, prepared under Slovenian accounting standards | AJPES | Annual, keyed to the end of the financial year |
| Corporate income tax return, davek od dohodkov pravnih oseb | FURS | Annual, keyed to the end of the financial year |
| DDV returns, where the company holds an ID za DDV | FURS | Monthly or quarterly |
| Payroll and social contributions, if anyone is employed | FURS | Every pay run |
| Beneficial owner entry | Register dejanskih lastnikov at AJPES | Within 8 days of registration, then whenever control changes |
| Change of direktor, firma, sedež or ownership | Poslovni register Slovenije | When the change is made |
Where the financial year is the calendar year, the accounts, the annual report and the tax return all land in the same stretch of the following year, which is why a d.o.o. that leaves its bookkeeping until the deadline is close tends to miss more than one thing at once. The size class of the company decides how much detail the accounts carry and whether they must be audited, and it runs on balance sheet total, turnover and headcount.
The rates behind those returns: corporate income tax is 22% for the 2024 to 2028 period, against a general rate of 19%. DDV is 22% standard with reduced rates of 9.5% and 5%, and registration is compulsory above €60,000 of turnover and available voluntarily below it. Dividends paid abroad carry 15% withholding tax, which falls to nothing for a qualifying corporate parent elsewhere in the EU under the Parent-Subsidiary Directive.
This is where a Slovenian d.o.o. differs most from a company in a common law jurisdiction, and it is why the secretarial model does not transplant. In England a share transfer is a private instrument and the company simply updates its register of members. In Slovenia the transfer is a notarial act, and nobody inside the company can substitute for it.
Owners abroad do not travel for any of this. The act is signed at a Slovenian consulate, under a qualified electronic signature recognised through eIDAS, or by giving a pooblastilo to our Ljubljana attorney, who attends the notar in your place. What it takes is lead time rather than a flight: the appointment, the apostilled documents and the sworn translations have to line up before the date, which is why assembling that file in advance is part of the ongoing service.
Every Slovenian company holds a sedež, a registered seat, and it stands on the public register. It is the address AJPES, FURS and the bank write to, the address where the corporate records are kept, and the address a counterparty sees when it searches the register. For an owner who is not in the country it has to be an address where post is opened, scanned and acted on the same week, because a FURS deadline does not pause because nobody collected the envelope.
A registered seat is not substance, and the distinction is worth stating plainly. Slovenia decides corporate tax residency by the place of effective management, so an address in Ljubljana does not make a company Slovenian tax resident if the decisions are taken elsewhere, and it will not answer a bank that asks where the business is really run. Owners who want the address to carry weight need the management to sit behind it.
The scope that suits most foreign owned d.o.o.s is the corporate side, held by one consultant rather than spread over three suppliers:
We do not replace the računovodski servis. The books, the annual report, the tax return, the DDV returns and payroll stay with a Slovenian accounting office, either the one you already use or one we introduce you to. What we add is that the corporate record and the accounting record describe the same company, which is exactly the comparison a bank makes when it reviews the file.
If the company does not exist yet, start with company formation in Slovenia, or take one from stock through ready made shelf companies in Slovenia. Banking is a separate exercise, covered under bank accounts for Slovenian companies. The same ongoing work in Poland, where the statutory accounting regime is heavier and the deadlines are dated, is set out under company administration in Poland.
No, and there is no way to give one that title here. The statutory roles in a d.o.o. are the members and the direktor, and nothing sits between them. Everything an English company secretary would do still has to be done, but it is carried between the direktor, the notar, the accounting office and the service provider the owner engages.
The recurring work that keeps a d.o.o. correct on the register once it exists: the registered seat and the post that arrives there, business register filings when the direktor, the name, the seat or the ownership changes, the beneficial owner entry and its updates, the paperwork for members’ meetings, preparing files for the notar, and liaison with the accounting office that files the annual report and the tax returns.
Yes, and it is most of what this desk does. We start by reading what is actually on the register against what you believe is there, because the two often differ after a few years of remote ownership: an old direktor still entered, a beneficial owner record never updated after a group reorganisation, or a seat address that no longer receives post.
Not any more. AJPES keeps the Register dejanskih lastnikov, which records natural persons holding more than 25% of the business share or the voting rights, or otherwise controlling the company. Public access ended on 9 August 2025. Authorities, obliged entities such as banks and notaries, and applicants who demonstrate a legitimate interest may still consult it.
You need one, and we work alongside them rather than in place of them. Slovenian bookkeeping, the annual report and the DDV and corporate income tax returns are the accounting office’s work. Our side is the corporate record, the register filings and the beneficial owner entry. If you have no accountant yet, we introduce one who is used to a foreign owned d.o.o.