General Introduction
The Republic of Slovenia is a country in Central Europe. It is bordered by Italy to the west, Austria to the north, Hungary to the northeast, Croatia to the southeast and the Adriatic Sea to the southwest. Geographically, it lies on the borders of the Balkan Peninsula but historically it has always been connected to Central Europe, being a part of Habsburg’s Empire for centuries. In June 1991, Slovenia became the first republic that split from Yugoslavia and became an independent sovereign state.
Slovenia became a European Union member in 2004 and in 2007 it adopted the euro as its national currency and joined the Schengen area.
Legal system
The Slovene legal system is a part of the continental legal systems with the strong influence of German law and legal order. As the territory of today’s Slovenia was a part of the Austrian Empire for a long time, the influence has rather historical roots. The law was transformed after the socialist models in the post war time when the territory joined the Yugoslav republic. The impact of the institutes such as socialized property, socialistic self-management, protection of workers and lower social class can still be found in the legal system today (such as denationalized procedures that are about to come to an end; social security system; special arrangements of the labour and social courts; etc.).
Economy
Slovenia is a developed, fast-growing export-oriented country, with an advanced high-income economy. It is a member of various international organizations, including the European Union, the Eurozone, the Schengen Area, the OSCE, the Council of Europe and NATO.
Slovenia has a highly educated workforce, well-developed infrastructure, and is situated at a major transport crossroad. The level of foreign direct investment is one of the lowest but has been steadily rising in the last few years. Almost two thirds of the working population are employed in services. Slovenia’s trade is orientated towards other EU countries, mainly Germany and Italy. This is the result of a wholesale reorientation of trade toward the West and the growing markets of central and eastern Europe in the face of the collapse of its Yugoslav markets. Slovenia’s economy is highly dependent on foreign trade. Trade equals about 120 % of GDP (exports and imports combined). About two-thirds of Slovenia’s trade is with other EU members.
Business of foreign persons
All forms of companies may be established by any domestic or foreign legal or natural person. Generally, foreign entrepreneurs cannot conduct business on a permanent basis in Slovenia, without establishing a permanent presence through either, (i) incorporation of a wholly owned subsidiary (most frequently in a form of a limited liability company – for which the minimum share capital is EUR 7,500) and it may be contributed in cash, rights, and other assets.); or (ii) setting up a branch office. There are certain exceptions to this general rule, such as freedom of performance of information society services within the EU that applies to Slovenia as well.
A limited liability company (LLC) is a most common type of company in Slovenia and has the most flexible structure. The minimum founding capital of a limited liability company is EUR 7,500 and the minimum contribution of each shareholder is EUR 50. The share capital of a limited liability company consists of one or more business shares. The law does not impose any restrictions in relation to the number of shareholders one limited liability company may have. There are no restrictions on the residence or nationality of managers.
The majority of actions for establishment of the LLC can be made through a power of attorney without physical presence of the founder’s authorized representatives or the newly appointed director(s) of the LLC in Slovenia.
However, due to anti-money laundering regulations, we advise to check with the particular bank on detail of opening the account if a physical presence of an authorised person (director) authorized to represent the newly established company in order to open a bank account is necessary, i.e., if the remote opening of bank account is possible. It is however not necessary that a company registered in Slovenia has its account opened by the bank in Slovenia.
Foreign companies and sole traders not registered in Slovenia may conduct their business activities through a branch registered in Slovenia. The branch performs its business activities in the name and on behalf of the parent company. The parent company is liable for all obligation of the branch.
It is compulsory to appoint a proxy, although it is not necessary that the proxy should have a permanent residence in Slovenia. The branch may be registered through a notary public, an application for registration must state the branch’s activities, its proxy and be accompanied by prescribed documentation.
Taxation
The tax system in Slovenia is comprised of a set of taxes that are created by the administration of the country with the purpose of achieving its objectives (fiscal, economic, and social). The taxation system in Slovenia is also an important part of the economic and socio-political system, along with the social security contributions, customs systems and other charges, that form the fiscal system of Slovenia.
Taxes in Slovenia are collected by the Financial Administration of the Republic of Slovenia and they consist in the following types of taxes:
- value added tax, imposed at the standard rate of 22 %, and the corporate income tax, available at a rate of 19 %;
- personal income taxes, applied on a progressive system which varies depending on the level of income of a Slovenian tax resident;
- the social security contributions, which are divided between the employer and the employee;
- capital gains tax, imposed on a progressive system (it ranges between 0 % to 27,5 %);
- in the case of those involved in trading activities, the excise duty and the customs duty will be applied.
Labour law
Along with the Employment Relationship Act, this field is also regulated by collective agreements and internal regulations set by employers.
An employment relationship in Slovenia may be various in forms of employment for long-term (indefinite period), single, occasional, and short-term work, such us work based on contracts for work or copyright contracts, and work based on a student employment office’s referral.
Citizens of the EU, EEA (Lichtenstein, Norway and Iceland) and Switzerland have free access to Slovenian labour market and have the same status as domestic workers regarding employment. Foreigners from third countries must have a permit in order to work in Slovenia (a special regime applies to Bosnia and Herzegovina, and Serbia), a permit is granted in the form of a single working and residence permit (a single permit).
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