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REGISTRATION AT COURT A newly established company is entered in the court register of territorial jurisdiction. The paperwork takes up to 30 days and the procedure is relatively straightforward. All documents must be completed in the Slovene language. Documents in a foreign language must be accompanied by a certified translation into Slovene.All companies must register any changes in their registered data and acts as provided by law, as well as any initiation of bankruptcy or liquidation proceedings. Applications for the court registration of companies must be filed within 15 days of the adoption of the act of establishment. With entry in the court register, the new enterprise becomes a legal person and acquires the capacity to do business. The Court Register Act provides for registration of the following entities: Delniška družba (d.d.) - public limited company/joint-stock company (Plc) The application filed with the competent court for the registration of a public limited company (d.d./Plc) shall comprise the requirement for the provision of the following information: • the firm and the abbreviated firm, if it is laid down in the memorandum and articles of association that the company will operate under the abbreviated firm, • the registered office/the place of business and the business address, • the corporate form, i.e. the legal status (d.d./Plc), • the type of activity designated in the memorandum and articles of association (in the application for the registration, the business activity must be segmented by appropriate codes and names from the Standard Classification of Activity, which cover the company’s business, i.e. activity laid down in its memorandum and articles of association), • the date of establishment, which shall be the date on which the memorandum and articles of association were adopted (where the establishment and the adoption of the articles of association are performed simultaneously) or the date of the foundation, i.e. incorporators’ meeting in the case of a phased establishment, • in relation to the founders – the persons who have adopted the memorandum and articles of association: - the uniform identification number, - the first name and the family name, i.e. the firm, - the residence address, i.e. the address of the registered office, - the country of residence, i.e. of the registered office of the founder, - the date of the entry into the company, which shall be the date of the establishment, • in relation to persons duly authorised to act in the name of and on behalf of the public limited company (members of the management board and proxies, i.e. procurators): - the uniform identification number, - the first name and the family name, - the residence address, - the type of representation (individual or group authorisation), - the date on which the authority (power of attorney) becomes effective, - the scope of the authority (power of attorney) to represent the company, • duration, i.e. the length of time for which the public company will operate, if it is established for a fixed period of time, • as regards the members of the supervisory board, if the company has a supervisory board: - the uniform identification number, - the first name and the family name, - the date on which the members of the supervisory board was elected and the date of the appointment of the supervisory board members, • the amount of share capital, • the amount of the authorised capital, if under the articles of association the power to increase the share capital by new share issues (secondary issue) for contributions is vested in the management board. The application for the registration of a public limited company shall be accompanied by the following documents: • a statement issued by the bank that keeps the company’s asset account, attesting that contributions in cash were credited to that account complete with the aggregate amount of cash contributions paid in, and with the bank’s statement that the company may dispose of the cash balance carried in the account without any restrictions, • the founders’ statement ensuring that they are aware of the duty to notify the court and that there are no impediments, i.e. circumstances that would be in conflict with the provisions of article 246 of the Companies Act (ZGD) as regards membership of the management board of the public limited company (d.d.), • a copy of the notarial document of the articles of association, the public (official) documents on the basis of which the memorandum and articles of association have been drafted, and public (official) documents on the basis of which the founders have taken over the shares/stocks, unless it has been done by the passing of the articles of association, • a calculation of foundation-related expenses that are debited to the company, • the official documents on the appointment of the company’s management board and the supervisory board, • the foundation report and the auditor’s report to the members of the management board and the supervisory board and the foundation auditors; the report must be accompanied also by public (official) documents that support the material findings stated in the aforementioned reports, and • the authenticated signatures of all members of the management board and other proxies. In the event of a phased setting up of a public limited company (d.d.), the application for registration shall be accompanied also by the minutes of the foundation meeting complete with the resolution on the findings referring to whether or not all shares/stocks have been subscribed, i.e. taken over, and whether or not the payments that must be paid until the foundation meeting is held have been made in accordance with the Companies Act and the memorandum/articles of association. Other mandatory resolutions to be passed and be enclosed to the minutes include: - the resolution on the findings whether or not the contributions in kind have been made so as to enable the company to freely make use of the contributions in kind, as soon as they are entered into the court register, - the resolution on the findings as to the maximum allowed amount of foundation expenses to be debited to the company, - and the resolution of the election of those bodies of the public limited company, for which under the law or the articles of association the annual general meeting of shareholders is responsible. The application for the registration of a company with a sole founder shall be accompanied by a document attesting that guarantee has been provided, if the cash portion of the contribution has not been fully paid up prior to the filing of the application for entry in the court register. Družba z omejeno odgovornostjo (d.o.o.) – a limited liability company/a private limited company (Ltd) Under law, it is the duty of the manager of a company with limited liability to register the company, i.e. to file the application for its entry in the court register. The application for entry of a limited liability company in the court register contains the requirement for the entry of the following information: • the firm and the abbreviated firm, if it is laid down in the memorandum/articles of association that the company operates under the abbreviated firm, • the registered office/the place and business address, • the legal form (d.o.o.), • the activity specified in the articles of association (in the application for registration the activity/business must be segmented by appropriate codes and names specified in the Standard Classification of Activities, which cover the company’s activity as determined in the agreement of incorporation, • the date of the establishment that shall be the date of the entry into the agreement of incorporation, • as regards the shareholders: - the uniform identification number, - the first name and the family name, i.e. the firm, - the residence address, i.e. the registered office, - the country of residence, i.e. of the founder’s registered office, - the nominal amount of the subscribed contribution in tolars, - the date of the entry into the company that shall be the date establishment, • as regards the persons authorised to act in the name and on behalf of the limited liability company: - the uniform identification number, - the first name and the family name, - the residence address, - the type of representation (a procurator, a manager – director), - the type of representation (individual or group authorisation), - the authorisation granting date, • duration of the limited liability company, if is has been established for a fixed period of time, • as regards the members of the supervisory board, if the agreement of incorporation stipulates that the company has a supervisory board: - uniform identification number, - first name and family name, - the date of the election and the date of the appointment of the members of the supervisory board, • the amount of the company’s share capital. The manager/director must enclose to the application for registration the following documents: • the agreement of incorporation in the form of a notarial act (only in the event that there are several shareholders), • a list of shareholders specifying the contributions accepted, • in the event that contributions are made in kind: a report on the contributions in kind and the legal transactions carried out with the aim to obtain the contributions in kind, • a statement issued by the bank that keeps the asset account of the company, attesting that contributions in cash have been credited to the account in question complete with the information on the aggregate amount of cash contributions paid in, with the bank’s statement that the company may dispose of the cash balance carried in the account without any restrictions (the bank shall be held liable to the company for the accuracy of the information), • a report drawn up by a certified auditor on the value of the contributions in kind, if the total value of the initial contributions for which contributions in kind are given exceeds 58,421 euros, • authenticated signatures of managers and procurators, if the limited liability company has them, • a document on pledging a guarantee, if the company is being established by a sole founder and if the cash portion of the contribution has not been fully paid-up prior to the submission of the application for entry in the court register. The manager must within three days advise the court of any changes to the data stated in the application or stated in the aforementioned appendices. The court will refuse the application for registration if the certified auditor has established, or if it is obvious that the report on contributions in kind is inaccurate, incomplete or is in conflict with law, or if the auditor makes a statement or the court believes that the value of the contribution in kind is substantially lower than the amount of the subscribed contribution, for which the contribution in kind has been made. Branches The branch must be registered with the competent court in Slovenia. An application for court registration must be accompanied by: All documents must be filed in the original language and accompanied by an official translation into Slovene. Sources: |
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JAPTI - Public Agency of the Republic of Slovenia for Entrepreneurship and Foreign Investments disclamer |