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Board of Directors

The Board of Directors (“BoD”) represents and manages the Company and supervises the execution of the Company’s business in a one-tier management system. 

Division of Duties:  The BoD members represent the Company jointly and adopt the BoD’s decisions unanimously unless otherwise provided by the Articles of Association (“AoA”). The BoD may appoint Executive Directors to represent the Company and manage its daily operations. [...] In particular, the BoD may assign the following tasks to the Executive Directors: (i) management of regular operations, (ii) application for registration and submission of documents to the registry; (iii) taking care of bookkeeping of accounting; and (iv) compilation of the annual report. The BoD may discharge an Executive Director at any time.

Composition: The BoD must be composed of at least 3 members, whereas no maximum amount of BoD members is provided by the law. At least 1 BoD member must be a representative of the employees. The BoD members must be natural persons with full legal capacity. A member of the BoD may not be a person who is a member of an SB or EB in 3 other companies. The Chairman of the BoD cannot be an Executive Director of the Company. The BoD votes by simple majority vote unless otherwise provided by the AoA. The maximum term of office is 6 years but a BoD member may be reappointed.

Appointment/Dismissal Competence: The BoD members are appointed and dismissed by the GM by simple majority vote. Dismissal of a BoD member prior to the termination of the term of office requires a resolution on the GM to be adopted with a ¾ majority.

Alternates: N/A.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

No.

At least 30 calendar days prior to the GM.

No.

No.

No.

Convening notice has to include a proposed agenda and must be published or sent by registered letter to all Shareholders.
2

GM.

Minutes of the GM containing Shareholders’ Resolution.

Yes, by the Chairman of the GM.

On the date as stipulated in the convening notice.

Yes.

Yes, the Minutes of the GM are to be drawn up in notarized form by a public notary.

No, unless allowed under the AoA (the AoA may provide that the Shareholders may vote by electronic means without a physical presence).

After adoption of the Resolution at the GM, the BoD member is deemed immediately appointed (i.e. constitutive nature of the Resolution itself).
3

Entry into the Court Registry.

(i) Motion for entry into the Court Registry;

(ii) Minutes of the GM in notarized form;

(iii) Notarized statement of the BoD member’s competence;

(iv) Written authorization for the entry into the Court Registry.

Yes, by the Chairman of the BoD (or by BoD members authorized to bind the Company).

No later than 24 hours after the GM.

Yes.

Yes, motion for entry into the Registry to be signed by the public notary and statement of the new member of BoD to be notarized.

No.

In case a Shareholder is a foreign legal entity, a notarized extract from the Commercial Register of such entity might be required. Apostille might also be required.

Documents in a foreign language must be filed in certified Slovenian translation. 

In case the new member of BoD is not a Slovenian citizen, he/she has to obtain a Slovenian Tax number for registration purposes.
1
Step 1
>30 days
2
Step 2
0 days
3
Step 3
0-1 days

30-31 days
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

No.

At least 30 calendar days prior to the GM.

No.

No.

No.

Convening notice has to include a proposed agenda and must be published or sent by registered letter to all Shareholders.
2

GM.

Minutes of the GM containing Shareholders Resolution.

Yes, by the Chairman of the GM.

On the date as stipulated in the convening notice.

Yes.

Yes, the Minutes of the GM are to be drawn up in notarized form by a public notary.

No, unless allowed under the AoA (the AoA may provide that the Shareholders may vote by electronic means without a physical presence).

Dismissal of a BoD member prior to termination of the term of office requires a Shareholders’ Resolution to be passed with a majority of 75 % of the votes. 

After adoption of the Resolution at the GM, the BoD member is deemed immediately dismissed (i.e. constitutive nature of the Resolution itself).
3

Entry into the Court Registry.

(i) Motion for entry into the Court Registry; (ii) Minutes of the GM in notarized form; (ii) Written authorization for the entry into the Court Registry.

Yes, by the Chairman of the BoD (or by BoD members authorized to bind the Company).

No later than 24 hours after the GM.

Yes

Yes, motion for entry into the Registry to be signed by the public notary.

No. 

In case a Shareholder is a foreign legal entity, a notarized extract from the Commercial Register of such entity is required. Apostille might also be required.

Documents in foreign language must be filed in certified Slovenian translation.
1
Step 1
>30 days
2
Step 2
0 days
3
Step 3
<1 days

30 days
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Odvetniki Šelih & partnerji, o.p., d.o.o. has provided all input about changing board member in Slovenia. [...]

Odvetniki Šelih & partnerji, o.p., d.o.o. is a full-service business law firm that continues the tradition of a partnership established in 1961. As one of the leading Slovenian law firms with a long tradition of successfully completed projects, Odvetniki Šelih & partnerji, o.p., d.o.o. is the optimal choice for even the most complex matters and offers a multifaceted approach and analysis from multiple legal and commercial perspectives.

For more information about the law firm Odvetniki Šelih & partnerji, o.p., d.o.o. and changing board members in the Republic of Slovenia, please use the below contacts:

TEL: +386 1 300 76 50
EMAIL: natasa.pipan@selih.si
WEB: www.selih.si