The Act on Amendments to the Companies Act adopted
On June 28, 2023, the National Assembly of the Republic of Slovenia approved the Act on Amendments to the Companies Act (ZGD-1L). These amendments, which became effective on July 25, 2023, introduce several significant changes pertaining to the online formation of companies, cross-border conversions, company mergers and divisions, as well as advancements in the sector of court registers.
The ZGD-1L amendment aligns Slovenian national legislation with two directives from the European Union: Directive 2019/1151, which amends Directive (EU) 2017/1132 concerning the use of digital tools and processes in company law (referred to as the Digitalization Directive), and Directive (EU) 2019/2121, which amends Directive (EU) 2017/1132 regarding cross-border conversions, mergers, and divisions (referred to as the Mobility Directive).
Within the framework of the Digitalization Directive, these amendments introduce the legal framework for the online establishment of capital companies (such as d.o.o., d.d., and k.d.d). This encompasses the registration of branches and the submission of documents and information by companies and branches remotely, even for cross-border users who do not need to be physically present.
Conversely, under the Mobility Directive, the amendments regulate three specific forms of cross-border operations: cross-border conversions, mergers, and divisions. For each of these cross-border operations, the legislation defines the permissible modes of conducting these operations within the company. Of utmost significance is the comprehensive regulation of the legal standing of all relevant stakeholders, with particular emphasis on safeguarding the rights of shareholders, creditors, and employees.
The amendments also encompass provisions regarding the possibility of conducting a virtual general meeting, where shareholders, their proxies, and other individuals can participate without the need for physical presence. Additionally, specific rules and conditions are defined for the convening and execution of virtual general meetings.
The amendments introduce several significant changes, such as the audit of mergers, divisions, and conversions. They also establish centralized access to information through the SPOT portal. Additionally, the amendments include measures to protect creditors, which are guaranteed by the right to a special legal remedy. Furthermore, they enhance the protection of minority shareholders and offer administrative relief for branches of foreign companies.