Adoption of the changes to the Companies Act (ZGD-1L)

UniCredit Bank Slovenija d.d.
Tue, 25/07/2023

Amendments to the Companies Act (ZGD-1L) were published in the Official Gazette nr. 75/2023 on 10 July 2023 and will be valid from 25 July 2023. The amended Act transposes Digitalization Directive (Directive (EU) 2019/1151) and Mobility Directive (Directive (EU) 2019/2121) into Slovenian law. The main goal of the amended Act is to enable the use of digital tools throughout the lifecycle of a company, supplement the regulation of cross-border mergers and redefine the process of cross-border transformation and corporate division.

 The main amendments to the Companies Act which impact our international clients are:

 Virtual General Meeting:

The statute of the issuer may stipulate that the General Meeting can be held as a Virtual General Meeting without the physical presence of shareholders, their proxies and other persons, and regulate the procedure for this, if the following conditions are met:

    • the issuer ensures the transmission of the image and sound of the entire Meeting in real time,
    • the issuer provides conditions for determining the identity of shareholders or their proxies,
    • voting by shareholders or their proxies at the Meeting is possible using electronic means and the conditions for secure electronic communication are guaranteed, and
    • shareholders may exercise the shareholder's right to information from Article 305 of the Companies Act by using electronic means.


Impact on investors: Shareholders or their proxies can participate on the General Meeting of Slovenian issuers virtually, provided that the issuer offers such option in line with the conditions set in the Companies Act.