On 9th February 2021, the Act Amending the Companies Act (“ZGD-1K”) was published in the Official Gazette of the Republic of Slovenia. The amended provisions of the Companies Act are valid from 24th February 2021, but certain amendments will not apply immediately. Article 71 ZGD-1K provides for a transitional period (ranging from three months to three years calculated from the day ZGD-1K became effective) which postpones the date of application for certain amendments introduced by ZGD-1K.
Herein we highlight some of the changes included in the ZGD-1K:
Additional restrictions on the establishment of companies and entrepreneurs and the acquisition of partner status (a new paragraph was added that extends the restrictions to natural and legal persons from another EU member state or a third country);
Extension of the set of information, that must be included in the application for the first entry of a company in the register;
Harmonization of the definition of a public interest entity with the Auditing Act (ZRev-2).
The amendment to the Companies Act further extends the restrictions on the formation of companies and entrepreneurs and the acquisition of partner status (Article 10a). The amended Article 10a contains an expanded list of criminal acts due to which a person cannot become a partner, entrepreneur, or a founder. Criminal acts against human health, general safety of people and property are added. Furthermore, there is additional restriction on the formation of companies and entrepreneurs and the acquisition of partner status for persons who have been published in the last twelve months on the list of taxpayers whose identification for VAT purposes has been terminated due to suspicion of misuse of VAT identification or due to the finding by the tax authority that the taxable person used the VAT identification in a manner which has enabled another person unjustifiable VAT deduction (additional restrictions in regards to VAT incorrectness will enter into force on 24th February 2022). A new restriction has also been added for persons who have been penalised by a final decision for an offense related to diminution of a company’s tied-up capital (in accordance with the first paragraph of Article 71 ZGD-1K the latter restriction will come into force on 24th August 2021).
The new paragraph 12 of Article 10a of the Companies Act is important for foreigners who want to establish a company in Slovenia. According to the legislative amendment, the restrictions as set out in points 1 to 4 of the first paragraph of Article 10a, shall also apply to foreigners (entities from another EU member state or a third country). Those restrictions refer to criminal offenses, to tax non-compliance of a person who wishes to become a partner, entrepreneur or a founder, as well as of a company in which the first person holds a share of more than 25 %, and to offenses related to remuneration for work and undeclared employment. Foreigners must, when registering in the Slovenian Business Register, enclose all documents not older than 30 days, that prove the absence of aforementioned restrictions on the establishment of companies and entrepreneurs and the acquisition of partner status.
Furthermore, the amendments to Articles 29, 30 and 47 introduce new information that is required to be entered into the register. A company must now, when entering into the register for the first time, also specify its business and e-mail address.
ZGD1-K also addresses the inconsistencies of the definition of a public-interest entity with the definition in the Auditing Act. Limited liability companies, which are considered to be a public-interest entity, are now required to form a supervisory board as well as an audit committee.
If you are considering establishing a company in Slovenia, pay attention to the new restrictions, which are also relevant for natural and legal persons from another EU member state or from a third country. If you have any additional questions, you may contact our team of experienced professionals who will be happy to help.
This document (together with information you can access using links in this document) is for information purpose only and cannot be deemed as legal advice. Legal advice should be obtained before taking possible action, which are consequence of information contained in this document.