Business forms of business

When starting a business you need to choose one of the business forms. In addition to the method of incorporation, the choice of business forms of a company also has a decisive influence on the following aspects of operations:

  • the form of your responsibility to business obligations,
  • the method of managing business documents,
  • payment of taxes and contributions,
  • way of paying profit.

Where and how can you establish a company?

Establishment samostojnega podjetnika or enostavne družbe z omejeno odgovornostjo It’s simple and fast. You can close it in less than three days after submitting an application on the e-VEM portal or at točki SPOT (VEM), The procedure is free. You need to complete the process on the e-VEM portal digitalno potrdilo in zahtevano opremo, but you can be assisted by an expert at registration at registration točk SPOT (VEM)

And for the creation of more complex forms of business, where there are more members and the relationships between them are more complex, you will need help notarja.

Who can not establish a company?

  • In accordance with the first paragraph of Article 10a Zakona o gospodarskih družbah(ZGD-1), the founder, partner or entrepreneur can not become a person:
  1. who has been finally convicted of imprisonment for the criminal offense against the economy, against labor relations and social security, against legal traffic, against property, against the environment, space and natural assets, and is registered in the criminal record of the ministry responsible for justice;
  2. which has been publicly published on the list of non-taxpayers over the last 12 months on the basis of the law governing the tax procedure, or is publicly published in the list of non-payers on the basis of the act governing the tax procedure;
  3. directly or indirectly, with more than 25 per cent participating in the capital of a capital company which has been publicly published on the list of non-taxpayers over the last 12 months on the basis of the law governing the tax procedure or is publicly disclosed in the list of defaulters on the basis of the law, which governs the tax procedure;
  4. who has been fined for at least two times in the past three years by a final decision of the Labor Inspectorate of the Republic of Slovenia or the Financial Administration of the Republic of Slovenia for a misdemeanor in connection with a payment for work or a misdemeanor with regard to the employment of an undeclared work;
  5. directly from more than 50%, in the limited liability company’s capital, which was deleted from the court register without liquidation under the law governing financial operations, insolvency proceedings and enforced termination.

The founder or a member of a limited liability company can not become a person who has established a limited liability company in the last three months or acquired a share in a limited liability company that is not older than three months.

The limitation on a criminal offense ceases after five years from the final judgment or by the deletion from the Criminal Records, if the deletion is earlier (Article 6, paragraph 10a). The limit from points 2 and 3 is terminated when the Securities and Exchange Commission issues a certificate that all liabilities are settled (paragraph 9 of Article 10a). The limit referred to in point 4 shall be terminated within three years of the final judgment (paragraph 7 of Article 10a), and the restriction referred to in point 5 shall be terminated within one year from the date of removal of the company from the court register (paragraph 8 of Article 10a).

Samostojni podjetnik (s.p.)

A sole trader is a natural person who independently carries out a gainful activity within the organized company. Registration s.p. is simple and requires only the management of basic accounting records. There is no need to raise capital.

A sole proprietor is not a legal entity, so he can retain all the profits, but he must, of course, pay taxes for himself and for his employees, if he has them, to pay social security contributions. For liabilities from operations, it is responsible for all assets, including personal.

  • Zakon o gospodarskih družbah (ZGD-1) namely, it does not distinguish between corporate and personal assets. Choosing this option is risky for a business that requires a lot of investment.

Družba z omejeno odgovornostjo (d.o.o.)

Limited liability company (d.o.o.) A limited liability company is a legal entity whose owner can be one or more persons. Business owners are not liable for personal assets. For foundation, you have to pay up the initial or initial capital of at least € 7,500 and has been available for business since the establishment. You may pay up your initial capital in cash or in an in-kind contribution, that is, in real estate, movables, rights, etc. Choosing this form of business is necessary if you plan to do business in risky and capital-intensive sectors, or you plan high profits.

Comparison

Comparison between s.p. and d.o.o.


S.P. D.O.O.
Personal responsibilityYES (Respond to Personal Assets)NO (Responsible only to the company’s capital)
Core capitalNot needed7.500,00 € (in cash, in funds or in any combination)
Establishment costsFreeSimple procedure (free of charge) Required procedure (at Notarial Notary Tariff)
Taxation of profits16%, 27%, 34%, 39% and 50% (income tax scale)Corporate income tax – always equal to the tax rate (19%)
Keeping books Simple bookkeeping Diligent bookkeeping Normans do not need to keep books VEČ+ Double-entry bookkeeping
Business account – moneyYou have free money on your account.The possibility of disposing of money on the account is quite limited.
PayProfit s.p. it is also his pay, which means that you can not claim your salary as a cost.D.o.o. he pays his own wages, which is why he is the only one who costs him.

Loans – funds on tenders
The arrangement of the bank loan is very difficult, and the possibilities for applying for the grant of funds on tenders are limited.The arrangement of the bank loan is easier, and the form is more appropriate for applying for tenders.

Podružnica in poslovna enota

The branch is part of a company that is locally separated from the company’s headquarters. The branch is not a legal entity, but may carry out all the business performed by the company.

A branch of a foreign company may perform transactions in the name and on behalf of a foreign company. It uses the parent company, its head office and its firm.

A business unit is part of an undertaking that carries on the same address the same or another activity as a company. A business unit is not registered with the court, but only entered in the Business Register of Slovenia (PRS).

Družba z neomejeno odgovornostjo (d.n.o.)

A company with unlimited liability is a personal company of two or more persons who are liable for the obligations of the company with all of its assets. It is established by a contract between partners (social contract). The company in legal transactions acts as a legal entity.

Komanditna družba (k.d.)

A limited partnership is a company of two or more persons in which at least one partner is liable for the obligations of the company with all of its assets (complementary), and at least one partner is not liable for the obligations of the company (the commander) or is liable for liabilities only with his contribution.

Delniška družba (d.d.)

A public limited company is a company in which share capital is divided into shares. Shareholders are not responsible for the company’s liabilities with their assets, but the company is responsible for all their assets up to the amount of their own assets.

Komanditna delniška družba (k.d.d.)

It is a company that contains components of a limited partnership and a public limited company. In a limited partnership, at least one partner is liable for the obligations of the company with all of its assets (complementary), and the limited shareholders who have a share in the share capital are not liable for the company’s obligations.

Gospodarsko interesno združenje (GIZ)

The Economic Interest Grouping may be established by at least two companies or entrepreneurs. The aim of the EIG is to facilitate and foster the profit activity of its members, to improve and increase the results of this activity, rather than to generate its own profit.

Socialno podjetje (So.p.)

A social enterprise is not a specific status legal form (such as a society, a federation of societies, institutes, institutions, etc.), but each of these legal entities can become a social enterprise if it meets with Zakonom o socialnem podjetništvu (ZSocP) the foreseeable conditions. In the first year, the social enterprise must permanently employ at least one worker and then at least two.

Invalidsko podjetje

In order to provide jobs for people with disabilities, companies with disabilities are of particular importance. They represent a kind of social economy. The application for the establishment of a disabled company can also be filed by companies, natural persons, associations, associations and municipalities.

Zavod

The institution is a legal entity of public or private law established for the purpose of providing non-profit education, science, culture, sport, health, social security, child care, disability, social insurance or other activities if the pursuit of the activity is not the acquisition of profits.

Ustanova

The purpose of the institution’s functioning must be generally useful or charitable and, as a general rule, durable. The institution becomes a legal entity when it gives consent to the act on the establishment of the ministry in which the field of work belongs to the institution. ,. The institution may be established by a national or foreign natural or legal person.

Mladinska organizacija

The status of an organization in the public interest in the youth sector is a prerequisite for running a public call for co-financing programs in the youth sector, Urad RS za mladino.

Zadruga

A cooperative is an organization that aims to promote economic benefits and develop the economic or social activities of its members and is based on a voluntary approach, free exit, equal participation and management of members.

Vir – e-VEM