Many foreign investors choose to open a branch office in Slovenia because this structure has a simpler registration procedure compared to the Slovenian subsidiary. Through a branch office in this country they can merchandise their goods and services in Slovenia. The main act which regulates the formation and operation of a branch in Slovenia is the Companies Act. Our specialists in company formation in Slovenia can tell you more about this law and its regulations related to the registration of a Slovenian branch office.
| Quick Facts | |
|---|---|
| Applicable legislation |
Foreign country |
|
Best Used For |
Financial activities |
|
Minimum share capital |
No |
| Time frame for the incorporation |
Appox. 11 weeks |
| Management | Foreign or local |
| Legal representative required |
Yes, but there is no need for the agent to stay in Slovenia
|
| Local bank account |
Yes |
| Independence from the parent company | Dependent on the parent company |
| Liability of the parent company | Full liability |
| Corporate tax rate | 19% on profits arised in Slovenia |
| Possibility of hiring local staff | Yes |
| Requirement to obtain tax ID number (YES/NO) | Yes, a Slovenian branch must register for taxation |
|
VAT registration requirements |
Yes, the VAT number must be obtained upon registration |
|
Applicable restrictions (if any) |
The branch can undertake the activities of the parent company |
| Trading name requirements (if any) | Yes, the branch must bear the same name as the foreign company |
| Special licenses required (YES/NO) |
Yes, in sectors regulated by special laws |
| Slovenian legal address required (YES/NO) |
Yes, a branch must have a Slovenian registered address |
| Employee transfer possibility (YES/NO) |
Yes, it is possible for the parent company to transfer employees to Slovenia |
| Advantages of the branch office |
– Easy to register; – few documents required for incorporation; – tax advantages. |
| Accounting services for Slovenian branches (YES/NO) |
Yes, we offer accounting services for foreign companies operating through branches in Slovenia |
| Support in setting up a branch in Slovenia (YES/NO) | Yes, we offer complete branch registration solutions |
| Other incorporation services available (YES/NO) |
Yes, our company formation agents in Slovenia also offer assistance in setting up other types of businesses, such as subsidiaries and liaison offices for foreign enterprises. |
The main particularities of a branch office in Slovenia in 2024
A branch opened in Slovenia doesn’t have a legal personality and the full responsibility for its action is taken by the foreign company. This is the reason why many of the important decisions that have to be taken by the branch must first receive the approval of the parent company. Buying shares from a local company or another branch is possible only after the approval of the foreign company.
Another characteristic of the Slovenian branch is that even though it has to keep separate financial accounts, every year it must deposit to the Slovenian authorities the statements of losses and profits and the balance sheet of the parent company. The branch’s capital is provided by the parent company and if a list of assets is requested, the branch must also include the foreign company’s assets. The name of the branch registered in Slovenia cannot be different from the one of the parent company and must include the termination “podruznica”.
In case you would like to start a branch office in another country, for example in Singapore, we recommend our partners who are specialists in opening Singapore companies.
The registration procedure of a branch in Slovenia in 2024
The process of registration is one of the simplest available at the level of Europe because of the electronic system adopted by the Commercial Registry. In only one week, a branch may begin performing commercial activities in the name of the foreign company. Our team of consultants in company registration in Slovenia can assist with advice on the procedures imposed by the local Commercial Registry.
The application for registration of a Slovenian branch must contain relevant data on the foreign company (an extract from the foreign trade register where is stipulated the date of registration and company’s details, the certificate of registration and the articles of association) – all three must be notarized in the foreign company and accompanied by a Slovenian translation.
It is also necessary to provide a list with the members of the company’s management and supervisory board, the type of business performed and the type of company, the name and the registered address) and details regarding the branch (the name of the branch, the minute of the meeting where the decision of incorporation was taken, the name of the person in charge with the registration, the name and personal details of the person in charge with the branch’s activities).
As a result of registration, a branch opened in Slovenia in 2024 will receive in a maximum of four working days the tax identification number, the registration certificate, the value added tax number, and the customs authorization.
You can also read about this business form in the infographic below:
What are the steps for opening a Slovenian branch?
Although the procedure of company formation in Slovenia for a branch office in 2024 is rather simple compared to the registration of a subsidiary, the company’s representatives will have to provide a wide range of documents (some of them mentioned above) and to perform specific steps, in a given order. Our team of consultants in company registration in Slovenia can advise on the entire procedure, which is comprised of steps such as:
- • the registration of a Slovenian branch office can be done through a public notary in Slovenia;
- • the branch office is legally required to obtain a tax identification number in Slovenia;
- • the parent company needs to provide a business report containing information on its last financial year;
- • the parent company must also provide details on its corporate bank account, including on the currency in which it operates;
- • in the case in which the parent company’s statutory documents do not provide information on the company’s tax number and its business activities, the applicants have to give separate details concerning these matters;
- • the parent company must also present information on the legal entity under which it operates in the foreign country;
- • information concerning the person who will be authorized to represent the local branch office.
As a general rule, the registration of a branch office in Slovenia in 2024 can be completed in a period of maximum 14 days, the average time being of approximately one week. After the registration period is over, the company’s representatives can set up a corporate bank account registered at a local bank. Foreign investors must know that separate registration conditions apply for companies that are registered outside the European Union (EU).
Thus, a non-EU company wishing to set up a Slovenian branch office may opt to do so only in the case in which it has been registered in its home countries for a period of minimum two years. As presented above, the main legal act which regulates the activity of Slovenian branch offices is the Companies Act, but these entities are also regulated under the Eleventh Council Directive 89/666/EC (it provides the legal framework on disclosing various company information). Our team of specialists in company registration in Slovenia can offer further information on the provisions of these rules of law.
Document requirements for opening a Slovenian branch
The branch must submit the necessary paperwork and information to register in the Commercial Registry at the local Chamber of Commerce before beginning any commercial activities. The documents must be translated into Slovenian and notarized.
The documentation needed for incorporation may vary depending on the circumstances, but in general, the following data is required:
- – evidence of the foreign company’s existence (an excerpt from the local trade register with the date of registration and details of the company);
- – the parent company’s registration certificate from the Trade Register in its place of origin;
- -the parent company’s name and registered office in its home country;
- – information about the officers appointed for the Slovenian branch office;
- – the designation of the representative and the power of attorney authorizing that person to speak on represent the foreign enterprise;
- – the name of the branch, which must be the same as the parent company’s, and its local address in Slovenia;
- – information about the activities to be completed in Slovenia.
Our company formation agents in Slovenia can help with the preparation of the documents for setting up a branch office. Even if they may seem many, it is important to note that in the case of opening a subsidiary, for example, drafting additional papers (such as the Articles of Association) can lead to a more complex procedure. The branch office registration procedure can span over 10 to 11 weeks.
Licensing requirements
Considering the branch office will only be able to carry out the tasks that the parent firm can, it will only need the licenses and permits necessary for those tasks, if any. However, these permits must be acquired through the Slovenian authorities.
The same paperwork is needed to apply for the relevant licenses to run a branch in Slovenia as it would be for any other local company.
Our advisers are available to you with specialized services if you’re interested in setting up a business in Slovenia and require assistance in applying for any particular license.
The main advantages of operating through a branch in Slovenia
One of the best options for companies looking to expand their business is the branch. Foreign enterprises can choose to establish a Slovenian branch thanks to the registration process which is quicker and less time-consuming than for domestic businesses. The reduced incorporation fees and the more permissive reporting and accounting requirements for branches are also benefits of choosing this legal form.
From an accounting perspective, a branch office is only considered a Slovenian resident entity if it is run out of a local office. A branch office will be subject to the incidence of Slovenia’s double taxation agreements in order to avoid paying the same tax twice. For this purpose, the parent business must transmit its financial statements and accounts to the Slovenia-based branch in order to benefit from the provisions of the respective treaties. Also, even if no double tax treaty applies, the branch will be taxed at the rate of 19% on the profits it generates in this country.
This business form will allow for a quicker registration procedure, in addition to enabling it to have complete control over the operations of the company in Slovenia.
An advantage of setting up a branch office in Slovenia in 2024 is that this type of company can benefit from the country’s double taxation agreements. We kindly invite you to watch our video:
What are the tax considerations for Slovenian branches?
Since the branch office set up in Slovenia is registered with the purpose of carrying out commercial activities, the structure is also liable to taxation. Since this type of structure does not have a legal personality and it is legally considered a subdivision of the parent company abroad, it will not be considered a tax resident of Slovenia.
However, the Slovenian branch office is still liable for taxation in this country, including for the payment of the corporate income tax. The corporate income tax will be calculated only for the income obtained on the Slovenian territory and the legal basis for the taxation of this structure is given by the Corporate Income Tax Act.
When discussing the corporate income tax, local companies are required to submit tax returns, no later than 31st of March of each financial year. It is necessary to know that these documents can be submitted in an electronic format, but in order to be able to submit this type of document, the company has to apply for a digital certificate.
Once the company has received its digital certificate, the company can submit various tax documents on the eTax system, which is maintained by the Ministry of Finance. The online system can be used by both legal entities and natural persons, including by sole traders.
A branch office is also required to keep books of accounts following the applicable accounting standards; they are given by the International Financial Reporting Standards and the Slovene Accounting Standards; such companies have to maintain their accounting documents in the Slovenian language; our consultants can provide further information on the accounting requirements imposed to local businesses.
In the case in which a foreign company wants to establish more branch offices in Slovenia, it will be necessary to appoint a legal representative for each branch, but a representative of the main branch can also be appointed to represent other local branches.
All the documents must be submitted online or in person at the one-stop shop (E-vem). The main advantage of registering a branch in Slovenia is that there are no registration fees and the process is very simple and quick.
Slovenia’s economic development
According to the Slovenian National Bank’s latest economic forecasts, the economy will grow by 1.3% in 2024 and by more than 2% over the following 3 years as real household income and foreign demand rise to 2.2% this year, to 2.3% in 2025 and to 2.5% in the following year. Given the limited growth in investment and the competitive labor market, the country is still behind its economic potential.
A key driver of the economy’s strengthening is a rise in private consumption, which will be supported by real growth in disposable income and improved consumer confidence in the context of high employment and declining inflation. Foreign demand is also expected to increase in the next period.
If you want to set up this business form, please contact our experts in company formation in Slovenia.
Partner: Firmengründung in Slowenien, Регистрация компании Словения