In its simplest variation, establishing an LLC in Slovenia is a quick, almost routine operation, achievable by most people without any legal skill or assistance. Add in a foreigner (no-Slovenian citizen) director and/or a foreign shareholder and the endeavour becomes completely different. In such cases an experienced notary and top corporate lawyer in Slovenia can make all the difference.

The crucial first step when establishing a LLC in Slovenia (by a non-Slovenian) is to make a comprehensive timeline for the various incorporation activities. Failure to do so may cost the future shareholder not only money, but significant precious time.

A future shareholder and/or director should keep in mind that various documents may be needed (in their correct form) from their native country. Their presence may be needed to obtain these in their country. On the other hand, they should also understand that establishing a company through an experienced corporate lawyer in Slovenia or other intermediary, while possible, may lead to unforeseen complications and a lengthier and more expensive procedure.

The first action such a shareholder and/or director should have arranged is obtaining a tax ID number from the Slovenian tax authorities (if they do not already have it). Before this is achieved, basically no other step of the incorporation process can be finalised. Secondly, the future shareholder should start making arrangements with one or more banks in Slovenia, which will need to open a temporary account for the company – to which the (minimum 7.500,00 EUR) initial capital of the company should be paid in, keeping in mind that a commercial bank in Slovenia is under no legal obligation to provide such a service in any given case or to substantiate their refusal to take on a new corporate client. While no exact “recipe” on how to approach this task is in all cases successful, a commercial bank will prefer clients from “safer” countries (such as other EU member states) and will generally be more inclined to open a bank account with less unnecessary complications to a shareholder who is able to visit the bank personally, as opposed to one who authorises another entity (albeit the best law firm in Slovenia or an individual corporate attorney in Slovenia) to act on their behalf. A personal visit is in this regard considered more likely to succeed than an e-mail (however specific or well-drafted). In any case, a shareholder has to fill out some of the banks’ forms, such as the standard KYC (Know Your Customer) etc. before receiving their approval.

Once these steps are achieved, the incorporation is a matter of drafting the correct incorporation documents in the correct form and providing the necessary documents from the shareholder’s and/or director’s country of origin. A good corporate law expert in Slovenia can provide invaluable assistance (drafts) with the former, and counsel with the latter. Regarding the latter, the shareholder has to keep in mind that Slovenian corporate law demands that the various documents (police clearances, tax payment confirmations, employment misdemeanour clearances etc.) from abroad must not be older than 30 days (Art. 10.a of the Companies act (ZGD-1)). This can be highly problematic, as documents need to be originals having gone through the correct form of international certification depending on the country of origin (apostille or dual certification through a foreign embassy and the Slovenian Ministry of Foreign Affairs), as well as translated to Slovenian by a sworn court interpreter. In some cases – where the country of origin does not provide a particular document – that document can be replaced by a sworn and certified statement of the shareholder, however this is in no way to be considered a universal substitute as in more situations than not, one or more of the statutorily required documents will have been available in their native country, and an attempt to replace those with a statement may lead to a rejection by the Slovenian court and business registry.

To summarise, any future shareholder of a limited liability company (LLC) in Slovenia should adhere to a predetermined and expertly drafted timeline, specifically referencing the time needed for obtaining all the necessary documents in their correct form and allowing for a comfortable time-frame for making banking arrangements for the initial capital payment. A top corporate lawyer in Slovenia and notary should be able to organise, conduct and finalise this procedure in a favourable and ultimately successful way.