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Directors

The Directors are the managing authority of the Company, managing the Company’s operations, supervising everyday business and financial management and representing the Company before third parties at their own responsibility. In performing tasks on behalf of the Company, the Directors must act with the diligence of a conscientious and fair manager and protect the business secrets of the Company. [...]

Division of Duties: The Directors’ powers of representation cannot be limited by third parties. The Shareholders may instruct the Directors to exercise their management power in a specific way, however, they cannot give mandatory instructions concerning the tasks which are by law determined as mandatory for the Directors. The Directors may authorize another person to operate on their behalf but cannot transfer their function as a whole.

Composition: The Company must be represented by at least 1 Director who shall be appointed for a period of at least 2 years. If there are several Directors representing the Company, it has to be determined, whether they represent the Company jointly or individually. Only a natural person with full legal capacity may be appointed Director. 

Appointment/Dismissal Competence: The Directors are appointed and dismissed by way of a Shareholders’ Resolution at a General Meeting (“GM”), with a simple majority vote. In case the Company has a Supervisory Board (“SB”), the SB may be entitled to appoint or dismiss the Directors (as this is very uncommon, this process is not described in more detail here). The Directors may be discharged at any time, notwithstanding whether they have been appointed for a fixed period or indefinite period of time. The Articles of Association (“AoA”) may determine that the Directors shall only be discharged for the reasons specified therein.

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, but usually signed by the Directors.

At least 25 calendar days prior to the GM. 

No.

No.

Yes, if all Shareholders are present at the GM.

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 majority of the Shareholders or by the Chairman of the GM.

On the date stipulated in the convening notice (unless waived, cf. step 1).

Yes.

No.

Yes, the Shareholders may unanimously decide by a written statement that there will be no GM and provide their votes in writing, via telephone or similar.

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

In case of a Sole Shareholder LLC no GM is required and the procedure is simplified. Namely, the Sole Shareholder adopts a Resolution, which is then entered into the Book of Resolutions.
3

Entry into the Court Registry.

(i) Motion for entry into the Court Registry;

(ii) Shareholders’ Resolution on appointment of a new Director; 

(iii) Notarized statement on the Director’s competence;

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

Yes, by the Directors of the Company (or by Proxy).

No later than 15 calendar days after the GM. 

Yes.

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

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 a foreign language must be filed in certified Slovenian translation.

In case the new Director is not a Slovenian citizen, he/she has to obtain a Slovenian Tax number for registration purposes.
1
Step 1
0-25 days*
2
Step 2
0 days
3
Step 3
0-15 days

0-40 days

*Less than 25 days only possible, if Step 1 is waived.
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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, but usually signed by the Directors.

At least 25 calendar days prior to the GM.

No.

No.

Yes, if all Shareholders are present at the GM.

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 majority of the Shareholders or by the Chairman of the GM.

On the date as stipulated in the convening notice (unless waived, cf. step 1).

Yes.

No.

Yes, the Shareholders may unanimously decide by a written statement that there will be no GM and provide their votes in writing, via telephone or similar.

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

In case of a Sole Shareholder LLC no GM is required and the procedure is simplified. Namely, the Sole Shareholder adopts a resolution, which is then entered into the Book of Resolutions.
3

Entry into the Court Registry.

(i) Motion for entry into the Court Registry; (ii) Shareholders Resolution on dismissal of the Director;

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

Yes, by the Directors of the Company (or by Proxy).

No later than 15 calendar days after the GM.

Yes.

Yes, motion for entry into the Court 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 a foreign language must be filed in certified Slovenian translation.
1
Step 1
0-25 days*
2
Step 2
0 days
3
Step 3
0-15 days

0-40 days

*Less than 25 days only possible, if Step 1 is waived.
Download/print Checklist Fee quote
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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