SLOVENIA Law and Practice Contributed by: Markus Bruckmüller, Klemen Radosavljević and Matej Kraner, Wolf Theiss Attorneys-at-law
debtor shall be deemed to have known that the transaction was detrimental to the credi- tors and the question whether the third party knew or should have known this shall not be a prerequisite for contesting the transaction. A challenging action may be filed within a year in the case of disposal referred to in point a of the preceding paragraph, and within three years in other cases. 8. Tax Issues 8.1 Stamp Taxes There is no stamp duty in Slovenia. 8.2 Withholding Tax/Qualifying Lender Concepts Under Slovenian law, withholding tax (WHT) applies to payments made by residents and non-residents on Slovenian-source income to recipients outside Slovenia. The standard WHT rate applicable to companies is 15% and covers payments of dividends, interest and royalties/ fees in respect of copyrights, patents, licences, real estate leases and certain services. WHT on dividends, interest and royalties may be reduced under the applicable tax treaty or where other exemptions or relief apply, such as under the EU Interest and Royalties Directive (2003/49/EC). Most relevant to acquisition financing is the WHT levied on certain income, including interest (no withholding tax is payable on the payment of prin- cipal), derived from a Slovenian source by non- residents under Article 70 of the Slovenian Income Tax Act ( Zakon o davku od dohodkov pravnih oseb (ZDDPO-2)). In certain cases, however, it is possible to apply for a reduced withholding tax rate or even an exemption from withholding tax. Such benefits may be available under double
taxation treaties which Slovenia has concluded with foreign countries. The most commonly used exceptions applying to interest are as follows. • Interest on listed debt securities, ie, no with- holding tax on interest payments on debt securities issued by a company incorporated in Slovenia if: (a) the securities do not contain an equity swap option (or do not contain an option for holders to exercise a swap for a secu- rity if the issuer is a bank); and (b) the securities are admitted to trading on a regulated market or traded on a multi- lateral trading system in a member state of the EU or in a member state of the Organization for Economic Co-operation and Development. • Interest paid by banks, with the exception of interest paid to persons having their regis- tered office or place of business or residence in countries other than EU member states in which the general or average nominal tax rate is less than 12.5%, if such country is pub- lished on a special list issued by the Ministry of Finance and the Slovenian Tax Authority (so-called tax havens). 8.3 Thin-Capitalisation Rules There are no thin-capitalisation rules in Slove- nia. These have been abolished as of 1 January 2025. Interest expenses for tax purposes are lim- ited to 30% of EBITDA or an absolute threshold for the recognition of excess borrowing costs (which is currently EUR3 million).
9. Takeover Finance 9.1 Regulated Targets
Acquisitions in various sectors are often subject to regulation and require prior approval or notifi-
389 CHAMBERS.COM
Powered by FlippingBook