Fee quote

Executive Board

An Executive Board (“EB”) is established in a two-tier management system of a Joint Stock Company. It represents the Company and directs its business operations by making management decisions independently and at its own responsibility.

Division of Duties: Shareholders and the Supervisory Board (“SB”) of the Company are generally not entitled to decide on managerial matters falling under the authority of the EB nor to influence the decisions of the EB in any other way. [...] The EB is supervised by the SB and EB members are liable to the Shareholders for their actions. The powers and responsibilities of the EB with respect of the Shareholders are to prepare measures that fall within the competence of the Shareholders at the request of the Shareholders and prepare contracts and other acts which require the consent of the General Meeting (“GM”) in order to be valid. The GM can instruct the EB members to carry out the resolutions adopted on the GM. As for representation of the Company, members of the EB are generally entitled to jointly represent the Company.

Composition: The EB must have one or more members who are natural persons with full legal capacity. If the EB has more than 1 member, the members adopt decisions jointly and unanimously unless otherwise provided in the Articles of Association (“AoA”). If the EB has more than 1 member, a Chairman of the EB must be appointed. The EB shall convene at least once each quarter. Only a natural person with full legal capacity may be appointed EB member. 

Appointment/Dismissal Competence: The EB members are appointed by the SB of the Company for a maximum term of 6 years. The SB adopts a decision on appointment of a member of EB by a simple majority of votes. Members cannot be reappointed earlier than 1 year prior to the expiration of their term of office. Before the lapse of a member’s term of office, he/she may only be dismissed in case of existence of one of the following reasons: serious breach of obligations; incapability of conducting business; justified vote of no‑confidence by the GM; or due to other financial reasons (significant changes in the Shareholder structure, reorganization, etc.). The early dismissal competence lies with the SB. 

Alternates: N/A.

Appointment
Download/print Checklist Fee quote
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of SB Meeting.

Convening notice.

No.

At least 2 weeks prior to the SB Meeting.

No.

No.

No.

Rules on convening and holding the SB Meeting may be determined in detail either in the AoA or the Rules of Procedure of the SB.
2

SB Meeting.

Minutes of the SB Meeting containing Resolution of the SB.

Yes, by the Chairman of the SB.

On the date as stipulated in the convening notice.

Yes.

No.

Yes, SB members are entitled to participate in decision-making by delivering ballot papers to another member of the SB. A SB may adopt its decisions through correspondence, by telephone, electronic media etc. if this is agreed by all the SB members.

After adoption of the Resolution at the SB Meeting, the EB 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) Resolution on appointment of the new member of EB;

(iii) Notarized statement the EB member’s competence; (iv) Written authorization for the entry into the Registry.

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

No later than 15 calendar days after the SB Meeting.

Yes.

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

No.

In case the new member of SB is not a Slovenian citizen, he/she has to obtain a Slovenian Tax number for the registration purposes.
1
Step 1
>14 days
2
Step 2
0 days
3
Step 3
0 - 15 days

14-29 days
Download/print Checklist Fee quote
Dismissal
Download/print Checklist Fee quote
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of SB Meeting.

Convening notice.

No.

At least 2 weeks prior to the SB Meeting.

No.

No.

No.

Rules on convening and holding the SB Meeting may be determined in detail either in the AoA or the Rules of Procedure of the SB.
2

SB Meeting.

Minutes of the SB Meeting containing Resolution of the SB.

Yes, by the Chairman of the SB.

On the date as stipulated in the convening notice.

Yes.

No.

Yes, SB members are entitled to participate in decision-making by delivering ballot papers to another member of the SB. A SB may adopt its decisions through correspondence, by telephone, electronic media etc. if this is agreed by all the SB members.

EB member can only be dismissed in cases stipulated by law. 

After adoption of the Resolution at the SB Meeting, the EB 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) Resolution on dismissal of the member of EB;

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

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

No later than 15 calendar days after the SB Meeting.

Yes.

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

No.
1
Step 1
>14 days
2
Step 2
0 days
3
Step 3
0 - 15 days

14 - 29 days
Download/print Checklist Fee quote
Fee quote

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