SLOVENIA Law and Practice Contributed by: Blaž Ogorevc, Miha Štravs and Blaž Murko, Odvetniki Šelih & partnerji, o.p., d.o.o.
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 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. is paid in cash or in kind. Public Limited Company
is limited to only an administrative dispute pro - cedure. 4.6 Agreements With Local or Governmental Authorities A public utility charge is payable in respect of any planned development. The amount of the charge depends on the scope of available (ie already built) public utility infrastructure, where - as, generally, connection to the available public utility infrastructure is mandatory, which is why the investor will also need to obtain the consent of the utility provider and ultimately enter into a contract with such utility provider. Instead of paying part of the public utility charge, an investor can – to a limited extent – agree with a local municipality that the investor will, instead of the municipality, construct the public utility infrastructure for the land on which the investor intends to build. After such infrastructure is con - structed, it is transferred to the ownership of the municipality free of charge. Such agreements are common practice. 4.7 Enforcement of Restrictions on Development and Designated Use Restrictions on development and designated use are enforced by the inspection services, which supervise the implementation of the regulations in the field of spatial planning and construction. Inspections are aimed to prevent the illegal con - struction of buildings and their use without the required permits. 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
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