Si Company Formation

---
name: si-company-formation
description: "Company formation and entity choice in Slovenia for tax year 2026, from the Companies Act (ZGD-1) and the Court Register Act (ZSReg). Covers the main forms (d.o.o., d.d., s.p., partnerships), the EUR 7,500 minimum share capital of a d.o.o. with EUR 50 minimum contributions and a quarter paid in before registration, the EUR 25,000 minimum for a d.d., the 50-member cap, registration through a SPOT point or a notary, the ten and five working day court deadlines, no court fees, the annual report deadlines at AJPES (three or eight months), the audit duty and the size classes, and the notary's fee, the tax number and VAT number, and the first tax steps. Trigger phrases: d.o.o. ustanovitev, set up a company in Slovenia, osnovni kapital, SPOT registracija, AJPES letno poročilo, s.p. vs d.o.o. Out of scope (go to the sibling): si-corporate-income-tax, slovenia-income-tax, slovenia-vat-return, slovenia-social-contributions, slovenia-tax-optimization, si-tax-overview."
license: "AGPL-3.0-or-later (code) / OpenAccountants Guide License v1.0 (content)"
metadata:
  source: openaccountants
  openaccountants_url: "https://www.openaccountants.com/skills/si-company-formation"
  jurisdiction: "SI"
  tax_year: "2026"
  last_updated: "2026-10-30"
---

# Slovenia Company Formation & Entity Choice

## Entity types, capital and incorporation (2026)

The most common Slovenian business vehicle is the private limited company (d.o.o.). Incorporation runs through a SPOT point (the one-stop shop) or a notary, and the registry court enters the company in the court register kept with AJPES. The court charges no fee for the entry, and SPOT Registracija points help free of charge.

- **Private limited company (d.o.o.)**: družba z omejeno odgovornostjo, a capital company and the most common form. One or more natural or legal persons can found it. It can have at most 50 members; more needs the economy minister's consent _(ZGD-1 arts. 3(3), 473)_
- **Public limited company (d.d.)**: delniška družba, a capital company for larger enterprises _(ZGD-1 art. 3(3))_
- **Sole proprietor (s.p.)**: samostojni podjetnik, a natural person who trades independently through an organised business. The business name carries the owner's name and "s.p." The s.p. answers for its obligations with all its assets _(ZGD-1 arts. 3(6), 7(1), 72(1))_
- **Partnerships**: the general partnership (d.n.o.) and the limited partnership (k.d.) are the partnership forms. The partners of a d.n.o. answer for its obligations with all their assets _(ZGD-1 arts. 3(3), 76(1))_
- **Minimum share capital, d.o.o.**: EUR 7,500; each member's contribution at least EUR 50 _(ZGD-1 art. 475(1))_
- **Minimum paid in before registration, d.o.o.**: each member pays at least one quarter of each contribution, and the contributions paid in must total at least EUR 7,500. Contributions in kind are handed over in full before registration. Cash goes to a bank account _(ZGD-1 art. 475(4), (5), (7))_
- **Contributions in kind, d.o.o.**: the members sign a report on the contributions in kind. If they total more than EUR 100,000, an auditor must value them, with exceptions for listed securities and assets already valued _(ZGD-1 art. 476(1), (4))_
- **Minimum share capital, d.d.**: EUR 25,000. Par value shares are at least EUR 1 each _(ZGD-1 arts. 171, 172(2))_
- **Founding document**: a d.o.o. is founded by a contract in notarial form or on a prescribed form (paper or electronic). On a paper form the signatures must be certified. A single founder adopts a founding act, which need not be notarial and can be on the prescribed form _(ZGD-1 arts. 474(1), 523(1))_
- **Registration authority**: the registry court enters the company in the court register; the company becomes a legal person on entry. An electronic application goes through the business support system. A SPOT point must file it for a d.o.o. founded on the prescribed form, for a reserved (intended) business name and for branch entries. A notary files other electronic entries. A single founder of a d.o.o. paid fully in cash can file through the system alone, after logging in with a high-assurance e-ID and signing electronically _(ZGD-1 art. 5(1); ZSReg arts. 27(5), 27.a(2), (3))_
- **Incorporation steps**: 1) reserve the intended name if wanted and prepare the contract or founding act; 2) pay the cash contributions into a bank account and get the bank's deposit confirmation; 3) the managing director applies for registration with the contract, the list of members, any in-kind report and auditor's report, and the bank confirmation; 4) the company may trade once entered in the register; 5) tax registration and VAT where needed (see below) _(ZGD-1 arts. 6(6), 475(7), 478(1); ZSReg art. 27(5))_
- **Timeline**: the court decides on a complete application to register a d.o.o., d.d. or k.d.d. within ten working days. It decides within five working days for a d.o.o. in two cases: a single founder paid fully in cash who sends the founding act on the prescribed form through the SPOT portal, and a d.o.o. whose contract on the prescribed electronic form was concluded by video link and confirmed by a notary, with the data sent through the portal _(ZSReg arts. 27.a(2), 27.b(2))_. If it misses the deadline, it tells the applicant why on request _(ZSReg art. 33.a)_
- **Incorporation cost**: no court fees are paid in the registration procedure, and each party bears its own costs. SPOT Registracija points carry out procedures such as founding a company free of charge. A notarial contract or certified signatures cost the notary's fee _(ZSReg art. 18; gov.si, 16 Oct 2025)_
- **Notary's fee for a notarial founding contract**: the fee is set on the share capital. It is the Tariff No. 1 fee for that value plus 80%, capped at EUR 785 (EUR 942 for the articles of a d.d.). For a d.o.o. with EUR 7,500 capital, Tariff No. 1 gives EUR 95 (band EUR 2,295 to 9,180), so the fee is EUR 95 x 1.8 = EUR 171 _(Notarska tarifa art. 8(7); Annex 1, Tariff Nos. 1(1) and 7(1))_
- **Personal liability before registration**: anyone who acts in the company's name before it is registered is liable personally with all their assets, jointly if there are several _(ZGD-1 art. 5(3))_
- **Size classes**: on the balance sheet date, a company is micro if it meets two of: up to 10 employees on average, net sales up to EUR 900,000, assets up to EUR 450,000. Small: two of 50 employees, EUR 10,000,000 sales, EUR 5,000,000 assets. Medium: two of 250 employees, EUR 50,000,000 sales, EUR 25,000,000 assets. Above that it is large. A company moves class only after two consecutive years over or under the limits _(ZGD-1 art. 55)_
- **Annual report to AJPES**: small companies (not listed) and sole proprietors file the annual report for publication within three months of year end, so by 31 March for a calendar year. Companies whose reports are audited (medium and large) file it with the auditor's report within eight months of year end _(ZGD-1 art. 58(1), (3))_
- **Statutory audit**: the annual reports of medium and large capital companies are audited _(ZGD-1 art. 57(1))_
- **Sole proprietor on normed expenses**: an s.p. that computes its tax base with normed expenses under the income tax rules need not keep business books or prepare an annual report, and does not file one with AJPES. For tax years from 1 January 2026 the base rules are in ZPZR art. 6, which applies in place of ZDoh-2 art. 48. The entry tests and the tax are in [slovenia-income-tax](slovenia-income-tax.md) _(ZGD-1 arts. 58(3), 73(4); ZPZR arts. 6(1), 21(2))_
- **Simple bookkeeping for an s.p.**: an s.p. may keep single-entry books if in the last year it did not exceed two of: three employees on average, annual revenue below EUR 50,000, average assets up to EUR 25,000 _(ZGD-1 art. 73(2))_
- **Corporate tax once trading**: a d.o.o. or d.d. pays corporate income tax at 22% for 2024 to 2028. See [si-corporate-income-tax](si-corporate-income-tax.md) for the base, advance payments and the return _(ZORZFS art. 64(1))_
- **Tax number**: the Financial Administration (FURS) enters a company in the tax register of its own motion, from the court register data, and gives it its tax number on entry. An s.p. is entered the same way from the Slovenian Business Register. Within eight days of registration the company or s.p. reports to its tax office its business premises, units and accounts abroad, capital holdings, related persons and bookkeeper; a company also reports its founders or members _(ZFU arts. 48(2), 52(1), (3), 53(1), (3))_
- **VAT number is separate**: a business applies to FURS for a VAT identification number when it starts taxable activity. It need not apply while it expects to stay within the EUR 60,000 small-business exemption and did not exceed it last year _(ZDDV-1 art. 78(1), (2)(a))_
- **Tax registration**: a new s.p. that wants normed expenses for its first year must elect them with the tax register application, within eight days of entry in the primary register; a late election is rejected _(ZDavP-2 art. 308(2), (3))_. Banks open accounts for legal and natural persons only against their tax number, if they are in the tax register _(ZDavP-2 art. 37(1))_
- **VAT**: a business based in Slovenia is exempt from charging VAT while its turnover in Slovenia did not exceed EUR 60,000 in the previous calendar year and does not exceed it in the current year. Registration, the in-year ceiling and returns are in [slovenia-vat-return](slovenia-vat-return.md) _(ZDDV-1 art. 94(1))_

For tax planning between an s.p. and a d.o.o., see [slovenia-tax-optimization](slovenia-tax-optimization.md). For the whole system on one page, see [si-tax-overview](si-tax-overview.md).

## Sources

| Source | URL | Read on |
|---|---|---|
| Companies Act (ZGD-1), consolidated text NPB 24, arts. 3, 5, 6, 7, 55, 57, 58, 72, 73, 76, 171, 172, 473 to 476, 478, 523 | https://pisrs.si/pregledPredpisa?id=ZAKO4291 | 2026-10-30 |
| Court Register Act (ZSReg), consolidated text NPB 14, arts. 18, 27, 27.a, 33.a | https://pisrs.si/pregledPredpisa?id=ZAKO320 | 2026-10-30 |
| Act on the Right to a Winter Allowance and the Reform of Normed Expenses (ZPZR), Uradni list RS 91/25 as amended by ZPZR-A 32/26, consolidated text NPB 1, arts. 6, 21 | https://pisrs.si/pregledPredpisa?id=ZAKO9359 | 2026-10-30 |
| Tax Procedure Act (ZDavP-2), consolidated text NPB 32, arts. 37, 308 | https://pisrs.si/pregledPredpisa?id=ZAKO4703 | 2026-10-30 |
| VAT Act (ZDDV-1), consolidated text NPB 20, arts. 78, 94 | https://pisrs.si/pregledPredpisa?id=ZAKO4701 | 2026-10-30 |
| Act on intervention measures for public finances (ZORZFS), consolidated text NPB 4, art. 64 | https://pisrs.si/pregledPredpisa?id=ZAKO8910 | 2026-10-30 |
| Financial Administration Act (ZFU), unofficial consolidated text 5 (applies from 1 January 2026), arts. 48, 52, 53 | https://pisrs.si/api/datoteke/integracije/416573011 | 2026-10-30 |
| Notarial Tariff (Notarska tarifa), Uradni list RS 59/19, art. 8(7) | https://www.uradni-list.si/glasilo-uradni-list-rs/vsebina/2019-01-2624/notarska-tarifa | 2026-10-30 |
| Notarial Tariff, Annex 1 (fees for notarial services), Tariff Nos. 1 and 7 | https://pisrs.si/api/datoteke/integracije/353733416 | 2026-10-30 |
| Decree calling the referendum on ZIURS (OdZIURS), Uradni list RS 1692/2026, point IV | https://pisrs.si/api/uradni-list/objava/u20261692.pdf | 2026-10-30 |
| Government of Slovenia, "Twenty years of the SPOT portal" (16 Oct 2025) | https://www.gov.si/novice/2025-10-16-dvajset-let-portala-spot-dvajset-let-digitalne-podpore-podjetnistvu/ | 2026-10-30 |

Not yet confirmed: whether VAT and the notary's office costs are added to the tariff fee, and the fee for certifying signatures on the prescribed form (the Tariff bases it on the value of the subject, and which value applies to a founding form was not confirmed); how many days a simple d.o.o. takes end to end in practice (the law gives only the court's five and ten working day deadlines); the content of ZIURS, which goes to a referendum on 6 December 2026 and, if it enters into force, changes the 2026 normed-expense rules.

## Today's figures and who stands behind this skill

This file is an AI skill (tax rules your AI follows) from OpenAccountants, copied on 2026-10-30. Rates, thresholds and deadlines change. For the current version of this skill, its official sources and the named accountant (if any) who stands behind it, call `get_skill` with slug `si-company-formation` on the OpenAccountants connector (https://www.openaccountants.com/connect), or read https://www.openaccountants.com/skills/si-company-formation. If neither is available, confirm every figure against the official source pages cited above before relying on it.