Ready Made Shelf Companies in Slovenia: Buying an Existing d.o.o.

What You Buy with a Ready-Made Slovenian d.o.o.

A ready-made company in Slovenia is a d.o.o. that has already been through the court register, has never traded, and is held by its founder until a buyer takes over the business share. You are not incorporating anything: you acquire 100% of the poslovni delež, and the company stays the same legal person with the same matična številka, tax number and date of entry.

What exists already	Why it matters to the buyer
The entry in the sodni register, with its original date	The date stands on the public register for anyone to see
The osnovni kapital	At least EUR 7,500 of capital had to be provided before the company could be registered, with a bank certificate that the cash was at the company’s disposal
Matična številka and tax number	Issued with the registration decision; no fresh registration with FURS for the company itself
The founding act	Either the standard SPOT form or a notarial deed; it decides how later amendments are made
Filing history	Annual reports at AJPES and tax returns at FURS, nil for a company that has not traded

There is no share certificate to hand over. The Companies Act forbids securities for d.o.o. shares, and ownership is shown by the entry of the members in the court register. That makes the register entry, not a document in the seller’s drawer, the thing a buyer has to secure.

Who May Buy: the Notary’s Article 10a Check

Slovenia screens buyers of companies more closely than most EU states. Article 10a ZGD-1 bars a person from becoming a member of a company where, among other grounds, the person has a conviction for listed economic or property crimes, has been published in the last 12 months on a FURS list of non-filers or non-payers, or on the list of taxpayers whose VAT number was withdrawn for suspected abuse, or holds more than 25% of a company on one of those lists. Before drawing up the transfer deed, the notary must check the first three grounds against the buyer and must refuse the deed if one applies.

Article 10a(5) adds a rule aimed at serial founders. A person who founded a d.o.o. in the last three months, or acquired a share in a d.o.o. less than three months old, cannot become founder or member of another d.o.o. The exceptions in Article 10a(6) and (7) include medium and large companies, and cases where the companies acquired in those three months have a transaction account, a clean record with FURS and an employee or insured member for at least two months. Two consequences follow for buyers. Someone who has just formed a d.o.o. cannot simply buy a second one. And on a plain reading of the Act, taking over a ready-made company that is already older than three months does not itself start the three-month bar.

How the Share Transfer Works in Slovenia

Step	What happens	Legal basis
Tax number	A buyer or director without Slovenian residence obtains a Slovenian tax number, which the court register and the beneficial owner record both need	ZSReg Art. 1.a; FURS form DR-02
Transfer deed	Seller and buyer sign a pogodba o prenosu poslovnega deleža as a notarial deed, after the notary’s Article 10a check	ZGD-1 Art. 481(3)
Register entry	The notary who drew up the deed files the entry of the new member electronically	ZSReg Arts. 24(2), 27(5)
New director	The member appoints the direktor; the new director’s statement that nothing bars the appointment goes with the application, and a SPOT point or notary files it	ZGD-1 Arts. 255(3), 515; ZSReg Art. 27(5)
Name, seat, activity	Amended by members’ resolution; filed with a consolidated text carrying the notary’s certificate, or on the new standard form	ZGD-1 Art. 516
Beneficial owners	The company updates the Register dejanskih lastnikov within 8 days of the change	AJPES, ZPPDFT-2

Two legal points shape the timing. Under Article 482 ZGD-1 only the person entered in the register counts as the acquirer as far as the company is concerned, so the buyer’s rights run from the register entry, not from the signing. And an amendment of the articles takes effect only when it is entered. A resolution changing the seat, the name or the activity does not need a notary’s confirmation, unlike other amendments, but the consolidated articles filed with it do, unless the company uses the standard form.

Once the buyer is the sole member, the single-member rules apply: every decision of the member goes into the book of resolutions, written and certified by a notary or electronic and kept by the Chamber of Notaries. A decision that is not recorded there has no legal effect, which includes the resolution appointing your own director.

Where the seller holds less than 100%, the other members have a statutory pre-emption right on equal terms unless the partnership agreement excludes it, and the agreement may require their consent to a sale to outsiders. Seller and buyer are jointly liable to the company for obligations that fell due before the transfer was notified, which is one more reason to confirm that the capital is fully provided.

Checking a Slovenian Shelf Company Before You Buy

Due diligence on a never-traded d.o.o. is short, but in Slovenia it has a sharper edge. FURS publishes lists of taxpayers that fail to file certain returns or to pay their taxes, and anyone holding more than 25% of a company published on such a list in the last 12 months is barred by Article 10a from founding or joining other companies. Points to confirm:

• The register entry. The court register is a public book, and the Court Register Act requires AJPES to let anyone inspect on its website the data entered for each company and who its members are. Compare the firma, seat, members, director and capital with what the seller tells you.
• Annual reports. Even a dormant small company submits an annual report to AJPES for public disclosure within three months of the year end; the reports should be there for every year since formation.
• Tax returns. The corporate income tax return is due through eDavki by 31 March for a calendar year, nil or not. Ask for the filing confirmations and check that the company does not appear on a FURS list.
• VAT status. A company that registered for VAT voluntarily must keep that registration for at least two calendar years, so you inherit the obligation to file VAT returns. A company without a VAT number applies on form DDV-P2 through eDavki when it needs one.
• Beneficial owners. The current record in the Register dejanskih lastnikov should name the seller’s natural persons, so that your update is a change rather than a first entry.

The Bank Account After the Transfer

A Slovenian d.o.o. is formed with a temporary account for the capital, which the bank converts into an ordinary business account after registration, so a ready-made company may hold a business account at a Slovenian bank. That account belongs to the company and stays with it through the transfer, but the bank is not bound to keep serving it. After a change of owner and director the bank re-checks the new owners, and it may keep the account, ask for more documents or close it. NLB’s general terms, for example, reserve the right to refuse an account without giving reasons. We do not promise that an account will survive a transfer, and where a bank has not agreed in advance we say so. What Slovenian banks ask of foreign owners is set out on bank accounts for Slovenian companies, and the wider picture of buying a company with an account on shelf companies with bank accounts.

Why Buyers Choose a Ready-Made Company in Slovenia

• An older date of entry. The register shows when the company was entered. Where a counterparty, a tender or a licence application asks how long the company has existed, a ready-made d.o.o. answers with its real date.
• No same-day signing at a SPOT point. Forming at a SPOT point needs every founder and every director in the room on the same day. A transfer is one notarial deed between seller and buyer, with the director change filed after it, so that rule does not apply.
• The capital step is done. There is no temporary account to open and no bank confirmation to deliver within 15 days, because the capital was provided before the company was registered.
• The three-month rule. A buyer who wants a second Slovenian company soon may prefer acquiring one older than three months to founding one, given how Article 10a(5) is worded.

When a Ready-Made Company Brings Nothing

Be clear about the limits. SPOT reports that the court decides new registrations in four days on average, so speed alone is a weak reason to buy here; the work of collecting tax numbers, signing before a notary and updating the registers is much the same on both routes. A shelf company has no trading history, no turnover and no credit record, so it does not pass for an operating business with a bank or a counterparty that asks for accounts. Tax is identical: a d.o.o. with its seat in Slovenia is Slovenian tax resident from its first day, whoever owns it. If none of the reasons above applies to you, forming a new company is the straightforward choice, and our page on company formation in Slovenia walks through the SPOT and notary routes.

What We Do

We can supply a ready-made d.o.o. or form a new one, and prepare the transfer documents, the notary’s file and the filings with the court register and the beneficial owner register. We help you prepare the bank application, and where we have a working contact at a suitable bank we can introduce you; the decision on the account is the bank’s alone. A nominee director after the purchase is possible under Slovenian law, and we use only providers of company services that fall under ZPPDFT-2 and the supervision of the Office for Money Laundering Prevention; such a director owes the care of a conscientious and honest businessman and answers for damage under Article 263 of the Companies Act, while the Register of Beneficial Owners names you.

Frequently Asked Questions about Ready-Made Companies in Slovenia

Does the transfer of a Slovenian d.o.o. share need a notarial deed?

Yes. Article 481 ZGD-1 requires the contract transferring a poslovni delež to be a notarial deed, a notarski zapis. There is no private share transfer in a d.o.o. and no share certificate. The notary checks the buyer against the Article 10a bars before drafting, files the entry of the new member in the court register, and the buyer counts as member towards the company once that entry is made.

Is the osnovni kapital already paid in a ready-made d.o.o.?

It must have been provided before the company could be registered. Article 475 ZGD-1 requires contributions of at least EUR 7,500 of capital in total before the application, paid to a bank account where they are in cash, and the application carries the bank’s certificate. Ask to see that certificate with the founding act. The capital belongs to the company, not to the seller.

Can a foreigner buy a shelf company in Slovenia?

Yes. There is no residence or nationality condition for members or directors of a d.o.o. A foreign buyer needs a Slovenian tax number to be entered in the court register and in the beneficial owner record, which FURS issues on form DR-02. The notary will refuse the deed if one of the Article 10a bars applies to the buyer.

Does a ready-made Slovenian company come with a VAT number?

Only if it registered for VAT, and a never-traded company is below the EUR 60,000 turnover threshold, so any registration would have been voluntary. Voluntary registration binds the company for at least two calendar years, which a buyer inherits. A company without a VAT number applies through eDavki on form DDV-P2 when its business needs one.

Can I buy a Slovenian shelf company if I founded another d.o.o. recently?

Usually not within three months. Article 10a(5) ZGD-1 stops a person who founded a d.o.o. in the last three months, or acquired a share in a d.o.o. under three months old, from becoming member of another d.o.o. The exceptions include medium and large companies, and cases where the companies acquired in that period have a transaction account, a clean FURS record and an insured employee or member for at least two months.

Who updates the beneficial owner register after the purchase?

The company does, through its legal representative or a person authorised through AJPES, using a qualified certificate for electronic signature. The change must be entered in the Register dejanskih lastnikov within 8 days. The record carries the new owner’s name, address, date of birth, tax number, nationality and holding, and since August 2025 it is open to authorities, obliged entities and applicants with a legitimate interest, not to the public.

More on Slovenia: the Slovenia overview, company formation in Slovenia, bank accounts for Slovenian companies and corporate services in Slovenia. Looking for Slovakia, a different country with its own s.r.o.? See ready-made companies in Slovakia.