Slovenia Info
Joined: 20 Apr 2007
Posts: 16
Home Country: slovenia
|
 Posted: Tue May 15, 2007 10:18 am Post subject: DOING BUSINESS IN SLOVENIA / SLOVENIA BUSINESS GUIDE |
 |
|
DOING BUSINESS IN SLOVENIA
STARTING A BUSINESS
STANDARDIZED COMPANY
Legal Form: Private Limited Liability Company
Minimum Capital Requirement: 2,100,000
City: Ljubljana
Registration Requirements:
Procedure 1. Notarise company deeds
Time to complete: 1 day
Cost to complete: SIT 142.560 + SIT 3.960 per signature.
Comment: In case of single shareholder LLC, additional fee of 13.200 SIT for issue of special form - Book of decision of the single shareholder is charged. The price of notary's services is calculated according to the Notary's tariff which was amended on October 10, 2005. According to the new Notary tariff the cost for drawing up a notarial company deed amounts SIT 142.560 + SIT 3.960 per signature.
Fees vary in accordance with number of managing directors, share capital and in case of single shareholder LLC.
Procedure 2. Deposit capital in a bank account and get a receipt from the bank and pay court fees in a commercial bank
Time to complete: 1 day
Cost to complete: no charge
Comment: At least 1/3 of the share capital should be provided in cash. All distributions in kind must be handed over to the appointed representative prior to the application for registration in the court register. At least ¼ of the share capital of each shareholder (but no less than 1,100,000 SIT), provided for in cash, must be paid in advance by the founders at the account provided by the commercial bank in Slovenia (some exceptions to this requirement exist). If there is only 1 founder, all the share capital or a form of a guarantee should be provided prior to the application for registration.
Procedure 3. Apply for court registration; Publish the company information in the official gazette
Time to complete: 35 days
Cost to complete: SIT 28,500 if one founder, SIT 47,500 if 2-10 founders, SIT 66,500 if more than 10 founders + publication fee (ca. SIT 60.000,00)
Comment: The Court automatically publishes the company details in the Uradni list Republike Slovenije (Official Gazette). Costs per character for publishing in the OG RS are 10 SIT. The procedure takes from 14 to 60 days.
Procedure 4. Buy a company rubber stamp
Time to complete: 1 day
Cost to complete: SIT 4,000-6,000
Procedure 5. Notify Statistical Office (AJPES) and get an activity number
Time to complete: 7 days
Cost to complete: no charge
Comment: AJPES automatically notify the Chamber of Industry and Commerce of the newly established company.
In the year the company has been established, no annual fee is charged. The following years the annual fee is 0,24% of the sum of amortisation and gross salaries of the company (min. 3000 SIT), calculated on the basis of the annual report.
Procedure 6. Apply for tax registration at local tax authority
Time to complete: 8 days, 15 days for VAT
Cost to complete: no charge
Comment: A company must register to pay taxes within 8 days after registering with the Court of Justice. Registration involves completion of Form DR-04, which requires: the tax number of taxpayers, name and address of the company, location of business premises, information of company founder(s), data on capital investments, the ID number of the company assigned by the Office of Statistics, etc. The certificate on the tax number is issued in 8 days after filling the application for tax registration. The company can start issuing invoices after the receipt of the tax number. Company has to register for the VAT purposes by filing a separate application on the Form DDV-P2.
Procedure 7*. Notify Employment Office
Time to complete: 11 days (simultaneous with procedure 6)
Comment: The company has to notify the local Employment Office about planned employment. Employment Office provides public announcement. 8 days after the announcement can the company sign the employment contracts and notify the Employment Office about the chosen candidates.
Procedure 8*. Register with the Pension Fund
Time to complete: 1 day (simultaneous with procedure 6)
Cost to complete: no charge
Comment: The company will receive a social insurance number and an account to which monthly contributions must be transferred. Every new employee must be announced to the Fund.
Procedure 9*. Register employees at Health Insurance Institute
Time to complete: 1 day (simultaneous with procedure 6)
Cost to complete: no charge
Comment: The company has to register its employees at Health Insurance Institute.
Note: Procedures sometimes take place simultaneously. Instances of this are marked with an asterisk (*).
FORMS OF BUSINESS ORGANISATION
1. Limited liability companies
2. Joint stock companies
The limited liability company (d.o.o.) and the joint stock company (d.d.) are the most frequently used forms of corporate organisation in Slovenia. The minimum founding capital for a limited liability company is €7,500, and the maximum number of shareholders is 50 (more than 50 is possible with the special permission of the Ministry of the Economy). The minimum founding capital for a joint stock company is €25,000 and the company can be established by one or more shareholders who adopt the articles of association.
The capital, Ljubljana, is the country’s financial centre.
TAXATION
Corporate tax
Main rate: 23%
Resident companies are taxed on worldwide income; non-resident companies are taxed only on Slovenian-source income. Companies that have their head office or place of effective management in Slovenia are resident for tax purposes. Tax is charged at a flat rate of 23% (in 2007, to be reduced to 22% in 2008, 21% in 2009 and 20% for subsequent years). This rate is reduced to 10% for companies operating in a special economic zone. Dividends received are exempt from tax. An ordinary credit is granted to eliminate double taxation of dividends where dividends received from a foreign subsidiary are not exempt. The credit method also applies to eliminate the double taxation of foreign income. Partnerships, which are treated as separate taxable persons for tax purposes, are subject to corporate income tax.
Individual tax
Progressive rates up to 41%
Personal income tax applies to the income of individuals. There are six categories of income: income from employment, business income, income from agriculture, income from capital (dividends, interest and capital gains), property income (royalties and rental income) and other income. Dividends, interest and capital gains are taxed at a flat rate. The tax rate for dividends is 20% and for interest income 15% (20% after 2007).
Income tax on the other categories of income (known as “active income”) is paid during the tax year in the form of advance tax payments. Advance tax payments are determined according to special tax rate schedules or flat tax rates.
There are three tax brackets in the annual tax schedule for active income. The progressive tax rates are: 16%, 27% and 41%. Advance tax payments paid during the tax period are deductible from the final tax liability, and any difference is collected on receipt of an assessment from the tax authorities. When the total sum of advance payments exceeds the tax payable, a refund is available.
Capital gains
Taxed at the same rate as other income
Fifty per cent of capital gains derived by companies from the sale of shares in another company is exempt from corporate income tax if the seller has held more than 8% of the subsidiary for at least six months. If the seller terminates its operation before the expiration of ten years from the year of its establishment, the capital gains that were exempt from taxation for the last five years will be added to the taxable base in the last corporate income tax return submitted to the tax authorities for the last year of operation. Conversely, 50% of capital losses are deductible for corporate income tax purposes.
For individuals, the tax rate on capital gains depends on the length of time the property has been held: a 20% rate applies where the property is held for up to five years; the rate is 15% if the property is held from five to ten years, 10% if held from 10 to 15 years, 5% if held from 15 to 20 years; and 0% if the property is held for more than 20 years. This tax is treated as a final tax for both residents and non-residents. These rules apply to gains from the sale of shares and gains from real property.
Indirect tax
VAT standard rate: 20% ; Lower rate: 8.5%
Value-added tax (VAT) applies to most transactions at the standard rate of 20%. A lower rate of 8.5% applies to food, agricultural goods and pharmaceutical products. Exemptions include banking, financial and insurance services, and exports. A reverse charge applies to certain supplies of services by non-residents.
Registration is compulsory for businesses with annual turnover above €25,000.
Tax administration and compliance
Tax year: Corporations: calendar or business year; Individuals: calendar year
Companies make monthly advance tax payments, based on the most recent assessment. A self-assessment tax return is due three months after the end of the tax year (for the calendar year by March 31st), and the final payment of tax is due within 30 days of the due date for submitting the return.
Tax is withheld at source from employment and professional income of individuals. Residents who are required to report must provide information to the tax authorities related to the previous year by January 31st. For individuals, the tax authority will complete the tax returns for the previous year based on the reported data. Reviewed and corrected tax returns must be returned to the authorities by April 30th. This process was new for 2006 and will undergo modification in 2007 whereby the tax authorities will fill in the data on the individual’s return, with the individual then having an opportunity to file an appeal against the resulting tax liability.
Additional tax information
Withholding taxes: Dividends, Interest and Royalties 15%. Rates may be reduced by tax treaties or EU directives.
Tax treaties: Slovenia has signed 40 tax treaties.
Dividends: Intercompany dividends are exempt; the credit method is used to prevent double taxation of dividends.
Revenue protection: Slovenia has transfer-pricing and thin-capitalisation legislation.
Groups: Consolidation is not allowed.
Incentives: Investment in fixed assets; special economic zones; research and development; new employments; employment of handicapped workers.
Other taxes: Customs and excise duties, Inheritance and gift tax, Property tax, Defined receipts tax, Tax on gambling and lottery winnings, Transfer tax on immovable property, Motor vehicle tax, Insurance services tax. |
|
Register
Log in
FAQ
Search
Memberlist
