SLOVENIA Law and Practice Contributed by: Blaž Ogorevc, Miha Štravs and Blaž Murko, Odvetniki Šelih & partnerji, o.p., d.o.o.
5. Investment Vehicles 5.1 Types of Entities Available to Investors to Hold Real Estate Assets Generally, all entities, including foreign entities, that have legal capacity can hold real estate assets, although restrictions described in 2.11 Legal Restrictions on Foreign Investors need to be observed. In any case, the predominant type of entity used to acquire real estate is the limited liability company (d.o.o.), followed by the public limited company (d.d.). 5.2 Main Features and Tax Implications of the Constitution of Each Type of Entity Limited Liability Company A limited liability company is a legal person whose shareholders may be one or more (up to 50) domestic or foreign legal and natural per - sons. The shareholders are not responsible for the company’s liabilities. A limited liability com - pany is formed by a memorandum of associa - tion, which may be in the form of a notarial deed or on a special physical or electronic form. The procedure for establishing a limited liability com - pany depends on whether it is a one-person lim - ited liability company or a multi-person limited liability company and whether the share capital A public limited company is a company whose share capital (capital stock) is divided into shares. The shareholders of a public liability company are not personally liable; rather, liabil - ity is held by the company itself. A public limited company may be set up by one or more domes - tic or foreign natural or legal persons that adopt statutes (memorandum of association), which must be drawn up in the form of a notarial act. The company is established when the founders take over all the shares. The founders may pay is paid in cash or in kind. Public Limited Company
up the shares in cash or by means of contribu - tions in kind. The main advantage of public lim - ited companies is that they are able to be listed on stock exchanges. Tax There are no material differences in tax benefits or cost for the two types of entities set up to invest in real estate. For details on the taxes, see 2.10 Taxes Applicable to a Transaction . 5.3 REITs REITs are not present in Slovenia. 5.4 Minimum Capital Requirement A limited liability company is required to have capital that amounts to at least EUR7,500, whereas a public limited company is required to have minimum share capital in the amount of EUR25,000. 5.5 Applicable Governance Requirements No specific governance requirements apply to investment in real estate as such, save that each company must be registered for any activity it pursues. The general requirement to act with the diligence of a prudent businessperson must be complied with. 5.6 Annual Entity Maintenance and Accounting Compliance Annual entity maintenance and accounting compliance costs depend heavily on the type of entity as well as the real estate investments themselves, and therefore cannot be estimated at a general level.
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