Slovenia’s business environment is poised for one of the most significant regulatory changes. The Slovenian Ministry of Economy, Labor, and Sports has submitted a draft proposal for the ZGD-10 amendment to the Slovenian Companies Act (ZGD-1) (EVA: 2026-2180-0009).

Driven by the European Commission’s focus on global competitiveness and reducing administrative burdens, this landmark reform implements two key EU directives: Directive (EU) 2024/2810 (introducing multiple-vote share structures) and Directive (EU) 2026/470 (reducing mandatory sustainability reporting).

For international founders, company managers and expats looking to relocate or scale a business in Slovenia, these reforms fundamentally rewrite the rules for startup financing and corporate compliance.

1. The Startup Revolution: Introduction of Multiple Vote Shares

Historically, Slovenia has adhered strictly to the “one share, one vote” principle for joint-stock companies. This legal rigidity often forced successful Slovenian start-ups and scale-ups to relocate their corporate headquarters to more flexible jurisdictions (such as the US or Germany) when seeking equity financing. Founders were often faced with a difficult choice: raise capital or retain strategic control.

The draft amendment completely eliminates this “fear of losing control” by legalizing multiple voting shares (delnice z večkratno glasovalno pravico).

Key Features of the Multiple-Vote Share Structure:

  • The 10:1 Voting Ratio: In corporate matters decided at a general meeting, a single registered multiple-vote share may carry up to ten times (10:1) the voting power of a standard share.
  • Access to the capital market: This mechanism is primarily aimed at companies listed on a Multilateral Trading Facility (MTF), allowing them to raise public capital while ensuring that the founders protect their strategic vision. However, Slovenia has taken a liberal approach, allowing all joint stock companies (even non-public ones) to adopt this structure in their statutes.
  • Strict Minority Protections & Sunset Clauses:
  1. Supermajority Requirements: The adoption of multiple voting structures requires a qualified majority (75%) of the capital represented at the general meeting, as well as the separate approval of each class of shares.
  2. Transfer-Based Sunsets: For listed companies, multiple voting rights automatically expire upon the sale or transfer of those shares to a third party.
  3. Time-Based Sunsets: Multiple voting rights automatically expire ten years after listing, unless extended by the general meeting (for a maximum of another ten years) under strict voting conditions.
  4. One Share, One Vote Carve-outs: For critical protective decisions – such as the appointment of auditors, the initiation of special audits, or suing management – multiple voting shares are limited to only one vote.

In addition, the Slovenian Takeover Act (ZPre-1) will be amended in parallel. Shareholders will be exempted from the obligation to make a takeover bid if they exceed a takeover threshold solely due to the expiration of another shareholder’s multiple voting rights.

2. A 90% Cut in ESG & Sustainability Reporting Burdens

The European Union’s Corporate Sustainability Reporting Directive (CSRD) previously threatened to overwhelm mid-sized companies with complex reporting requirements under the European Sustainability Reporting Standards (ESRS). Recognizing this immense administrative burden, the EU’s “Omnibus I” package rolled back these rules.

The Slovenian draft proposal implements these rollbacks, reducing the number of ESG reporting companies in Slovenia by an estimated 90%.

The new ultra-large thresholds:

Mandatory, comprehensive ESG reporting will now be strictly limited to the largest companies. To be legally required to include a sustainability report in its annual filings with the Agency of the Republic of Slovenia for Public Legal Records and Related Services (AJPES), a company or group must meet both of the following criteria:

  1. An average of more than 1,000 employees during the fiscal year.
  2. Annual net revenues in excess of €450 million.

This is a massive sigh of relief for large companies below these thresholds and publicly traded SMEs, which are completely exempt from reporting requirements.

Key Simplifications and Protections:

  1. Protected companies in the supply chain: To prevent large companies from pushing their ESG paperwork down the supply chain, the law introduces the concept of a “protected company” (zaščitena družba) – any supplier in a value chain with fewer than 1,000 employees. These companies have the right to refuse ESG data requests that go beyond the simplified, voluntary SME standards. Any contractual clause forcing them to do so is legally void.
  2. Holdings Exemption: Financial holding companies whose subsidiaries operate independently can opt out of consolidated ESG reporting, avoiding massive administrative friction.
  3. Trade secret safe harbor: Companies can legally omit sensitive commercial information (intellectual property, R&D breakthroughs, and defense secrets) if disclosure would cause serious commercial harm.

3. Timeline and Transition: What Businesses Must Do

The transition to this new corporate landscape is structured to ensure stability:

  1. The ESG Reporting Delay: The new, highly limited scope of mandatory ESG reporting will officially apply for fiscal year 2027 (reports filed in 2028).
  2. Immediate relief for 2026: Public interest entities with more than 500 employees that were already reporting ESG data can legally opt out for fiscal year 2026 if they do not meet the new €450 million revenue and 1,000 employee thresholds.
  3. Voluntary Reporting Encouraged: Exempt companies are encouraged to voluntarily report using simplified standards, which can significantly improve their access to bank capital and green financing.

About Us

At SIBIZ, we are proud to be the best in Slovenia in the fields of business migration, as well as corporate and individual relocation. We specialize in helping business professionals, corporate clients, and individuals navigate the complex landscape of Slovenian regulations and local administrative procedures. Our expert team is here to ensure your transition to Slovenia is smooth, compliant, and highly successful.

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