Slovenia at a glance
Default split
Proportional to capital
Startup entity
Družba z omejeno odgovornostjo (d.o.o.)
Minimum capital
€7,500
Community property
Yes
Formation cost
€300–€1,000
Key legislation
Zakon o Gospodarskih Družbah (ZGD-1)
Slovenia has a relatively high minimum capital for a d.o.o. at €7,500 compared to neighboring countries. The corporate tax rate is 22%. Ljubljana has a small but active startup scene. Slovenia's company law (ZGD-1) follows the Austrian/German tradition. The country offers a simplified formation process using standardized articles at the VEM (Vse na Enem Mestu, All in One Place) points.
Default partnership rules in Slovenia
In a Slovenian družba z neomejeno odgovornostjo (d.n.o., general partnership), profits are distributed using a hybrid formula by default (ZGD-1 Art. 95): each partner first receives 5% interest on their capital, then the remainder is split equally. Partners are jointly and severally liable for partnership debts. The partnership must be registered in the Sodni register (Court Register). A partnership agreement (družbena pogodba) is required.
In Slovenia, profits are split proportionally to capital contributions by default. This means a partner who invested 80% of the capital would receive 80% of the profits. While this may seem more intuitive than the equal-split default in some countries, it still fails to account for non-cash contributions like time, expertise, and relationships. A written partnership agreement should address all types of contributions.
Družba z omejeno odgovornostjo (d.o.o.) in Slovenia
The d.o.o. is the standard entity for Slovenian startups. Minimum share capital is €7,500. Simplified formation through VEM points is free but limited to standardized articles. Full formation with a notary costs €300–€1,000 and takes about one week. Share transfers require notarial form. The articles of association (družbena pogodba) govern the company.
Without a shareholders' agreement, the relationship between founders is governed by the country's default rules, which rarely account for the realities of a startup — where contributions change over time and early effort often goes uncompensated. An operating agreement or shareholders' agreement is essential. Use our equity calculator to determine a fair split based on actual contributions.
What happens when a partner leaves in Slovenia
In a d.n.o., a partner can withdraw with six months' notice. For d.o.o. companies, share transfers require notarial form. Existing shareholders have pre-emption rights unless the articles provide otherwise. Minority shareholders holding at least 10% of capital can request a special audit.
A written agreement should address departure terms specifically, including how the buyout value is calculated, the payment timeline, vesting schedules, and any non-compete provisions. Understanding the concept of dead equity is important for managing these situations. Learn more about how dead equity affects businesses.
Marriage and business equity in Slovenia
Slovenia uses skupno premoženje zakoncev (marital community of property) by default. Assets acquired during the marriage are community property and divided equally on divorce. Pre-marital assets remain separate. A pre-nuptial agreement (pogodba o ureditvi premoženjskopravnih razmerij) can establish separate property. The agreement must be notarized.
Important for Slovenia business owners: Slovenia uses skupno premoženje zakoncev (marital community of property). Assets acquired during marriage are community property. Business owners should consider a pre-nuptial or post-nuptial agreement to protect their equity interests.
Formation and cost details
| Main startup entity | Družba z omejeno odgovornostjo (d.o.o.) |
| Minimum capital | €7,500 |
| Formation cost | €300–€1,000 |
| Default equity split | Proportional to share capital contributions |
| Default partnership split | Proportional to capital contribution |
| Community property | Yes |
| Key legislation | Zakon o Gospodarskih Družbah (ZGD-1) |
Frequently asked questions
What is the minimum capital for a Slovenian d.o.o.?
The minimum share capital is €7,500. Simplified formation through VEM points is free for standardized articles. Full formation with custom articles and notary costs €300–€1,000.
How are partnership profits split in Slovenia?
In a d.n.o. (general partnership), profits follow a hybrid formula: each partner first receives 5% interest on their capital, then the remainder is split equally. Partners are jointly and severally liable for debts.
What is Slovenia's corporate tax rate?
The corporate tax rate is 22%. Dividends are taxed at a flat 25% withholding rate for individuals.
Does Slovenian community property affect businesses?
Yes. Business interests acquired during marriage are community property by default and divided equally on divorce. A notarized pre-nuptial agreement can establish separate property.
Related resources
- Equity calculator: find a fair split for your business
- Does your small business need an equity agreement?
- Equity for small businesses: the complete guide
- Dead equity calculator: how much is yours costing you?
- Slicing Pie calculator
- What is an operating agreement?
- All 32 European countries: partnership and formation laws
- US state directory: partnership and LLC default rules
Partnership laws in neighboring countries
Disclaimer: This page provides general information about Slovenia partnership and business formation laws and is not legal advice. Laws change, and the information here may not reflect the most recent amendments. The formation costs and capital requirements listed are approximate and may vary. Consult a qualified attorney licensed in Slovenia for advice specific to your situation. Equity Matrix is a software tool for tracking contributions and calculating equity; it does not provide legal services.
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