Residents and non-residents
Slovenian legislation does not distinguish between foreign and domestic investors, but between residents and non-residents. The Foreign Exchange Act defines residents as:
- companies and other legal persons with their seats registered in Slovenia, with the exception of their branches in other countries that perform profitable business;
- branches of foreign companies registered in Slovenia if they are engaged in profitable business;
- individual entrepreneurs and natural persons who run their own business and have their seat or permanent residence in Slovenia;
- natural persons with a permanent residence in Slovenia;
- natural persons with a temporary residence in Slovenia based on a permit valid for a minimum of 6 months, with the exception of foreign nationals employed in diplomatic and consular missions in Slovenia and members of their families; and
- Slovenian diplomatic, consular and other representations abroad financed from the national budget, Slovenian nationals employed in such representations, and members of their families.
All other persons are considered to be non-residents.
The principle of national treatment
The treatment of foreign companies and entrepreneurs in Slovenia is regulated by the Companies Act in a chapter on foreign undertakings.
A foreign undertaking is defined as a natural or legal person that performs a profitable activity in Slovenia and has their residence or place of business abroad.
The Companies Act stipulates that, as a principle, with regard to its rights, obligations and responsibilities, a foreign undertaking is equated with domestic undertakings or entrepreneurs with registered office in Slovenia in respect of business conduct in Slovenia, unless otherwise provided by applicable legislation.
Foreign undertakings must conduct their business activities through a branch registered in Slovenia. There are no longer any legal restrictions on registering branches since the legal requirement that undertakings from non-EE A countries may only establish a branch in Slovenia after being registered in their own country for at least two years was abolished in June 2009.
The protection of foreign investors
Slovenia accepts the principles of the OECD Draft Convention on the Protection of Foreign Property of 1967. The repatriation of capital and transfer of profits are free after the payment of tax duties and other obligations. Expropriation, nationalisation or any other measure with an equivalent effect is prohibited except for public purposes, on a non-discriminatory basis, under due process of law and in exchange for prompt, adequate and effective compensation.