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establish companies
in European Union

TAX ON PROFIT
Slovenia: 19%
Italy: 24%
Germany: 29.79%
France: 33.3%
England: 20–45%

 

CHARACTERISTICS OF A PUBLIC LIMITED COMPANY AND

why choose the establishment of a PLC (d.d.)

A public limited company is a company where subscribed capital is divided into shares.

It can be established by one or more domestic or foreign natural or legal persons that adopt the Articles of Association, which must be prepared in the form of a notarial record. It is a legal entity that is an independent holder of rights and obligations in legal transactions and is liable for the undertaken obligations up to the amount of its assets. The shareholders are not liable for the company's obligations. The shareholders are not the owners of the company, but based on the paid-in capital (shares), they only exercise their participation and property rights in the share capital. The minimum amount of the share capital is EUR 25,000.00.

Shares are securities of double importance. They allow the holder to exercise participation and property rights. Participation rights relate to the management of the company, while property rights allow the holder to participate in the distribution of profits (dividends).

  • ADVANTAGES AND DISADVANTAGES OF A PLC

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  • CONTENTS OF THE ARTICLES OF ASSOCIATION

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  • ESTABLISHMENT PROCEDURE

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ADVANTAGES AND DISADVANTAGES OF A PUBLIC LIMITED COMPANY

The advantages of public limited companies are in particular:

  • company members are not liable for the company's obligations;
  • legal transactions may be conducted between the company and its members;
  • they may be listed on stock exchanges.

The disadvantages of public limited companies are in particular:

  • a duty to pay the share capital;
  • profit is burdened by high taxes;
  • the process of establishment is more complex;
  • higher costs of operation apply to them.
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CONTENTS OF THE ARTICLES OF ASSOCIATION

The Articles of Association are the founding documents of a public limited company and are therefore the most important documents of a PLC, since they regulate the manner of its operation and the relationships between the company members. The content of the Articles of Association is determined in Article 183 of the Companies Act (ZGD-1), which stipulates that the Articles of Association must be in the form of a notarial record and contain:

  • name, surname and address or the company and head office of each founder;
  • company and head office of the company;
  • company's activities;
  • the amount of share capital;
  • if the company has shares with a nominal amount: the nominal amount of shares and the number of shares of each nominal amount; if there are several share classes, also the share class as well as the nominal amounts and the number of shares issued in each particular class;
  • if the company has no-par value shares: the number of shares; if there are several share classes, also the share class and the number of shares issued in each particular class;
  • whether the shares are made out to their bearer or to a name;
  • the amount of paid-in capital on the day of the company’s registration and each paid-in capital
  • the management system (one-tier or two-tier);
  • the number of members of the management and supervisory bodies or the act in which this is determined;
  • the term of office of the members of the management or supervisory bodies;
  • the form and manner of announcements relevant to the company or the shareholders;
  • the duration of the company, if it is established for a fixed period, and
  • the method of termination of the company.
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ESTABLISHMENT PROCEDURE

If you are interested in the establishment of a public limited company in the European Union with a head office in Slovenia, fill in the form below. Based on of the data entered, we will provide you with more precise information on the documents you require to establish a public limited company. We will also provide you with a detailed introduction to the process of the establishment and the costs associated with it.

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