Area: Poslovni SOS
Competent authority: MGRT, MP
EZU URL: .nan
Initiative ID: 266
Initiative accepted and completed: '2014-03-18'
Initiative classified in EZU: .nan
Initiative forwarded in response: '2013-12-18'
Initiative published: '2013-12-18'
Initiative submitted: '2013-12-12'
Response from the competent authority: 'Reply from the Ministry of Economic Development
  and Technology: It is not clear from the petition whether the petitioner had in
  mind the adoption of legal amendments that would allow the establishment of a two-person
  company as a new legal form or merely the establishment of one of the legal forms
  of partnership regulated by the Companies Act (Official Gazette of the Republic
  of Slovenia, No. 65/09 - Official Consolidated Text, 33/11, 91/11, 32/12, 57/12,
  44/13 - US Decision and 82/13, hereinafter: ZGD-1) by two partners who are also
  spouses at the e-VEM point. According to the ZGD-1, two forms of partnership may
  be established in Slovenia: a limited liability company (LLP) and a limited partnership
  (LP). A LLP is a partnership of two or more persons who are liable for the obligations
  of the company with all their assets. In a limited liability partnership, at least
  one partner is liable for the liabilities of the partnership with all its assets,
  while at least one partner is not liable for the liabilities of the partnership.
  The application for the registration of the establishment of a limited liability
  company and a limited liability partnership in the commercial register shall be
  filed with a notary public. Where the partners are spouses, the Notarial Act (Official
  Gazette of the Republic of Slovenia, No. 2/07 - official consolidated text, 33/07
  - ZSReg-B, 45/08 and 91/13) provides that all contracts on the regulation of property
  relations between spouses and cohabiting partners must be concluded in the form
  of a notarial deed. This includes all transactions which significantly regulate
  the matrimonial property regime, including the conclusion of a partnership agreement
  which regulates the legal relations between the partners. The purpose of the regulation
  is to ensure that the parties to such a contract, who are in a special position
  of interdependence as spouses, are serious and considerate. The answer given is
  a non-binding interpretation of the statutory provisions, as the Ministry, as an
  administrative authority, is not competent to give an authentic interpretation of
  the statutory provisions. Answer from the Ministry of Justice: The reason why the
  establishment of a two-person limited liability company cannot be established directly
  and on the form at e-vem points lies in the mandatory provisions of the Notarial
  Act (Official Gazette of the Republic of Slovenia, No. 13/1994 et seq.), Article
  47(1)(1) of the UN provides that contracts on the regulation of property relations
  between spouses and cohabiting partners must be concluded in the form of a notarial
  deed. The establishment of a limited liability company in which the spouses are
  the partners (founders) constitutes such a transaction, since the company agreement
  (memorandum of association) also agrees on the amount of the share of the business
  they hold and, consequently, on their contributions and the division of profits.
  For the latter reason, such a contract constitutes a contract governing the property
  relations between them. A notarial deed is required for all (property) transactions
  between spouses and not only those relating to their joint property. The reason
  for this mandatory form of contract lies in the legal certainty of the parties to
  the transaction. The purpose of such an arrangement is essentially to reduce the
  possibility of subsequent disputes concerning these contracts, which are particularly
  painful, complex and protracted because of the sensitivity of the relationships
  they govern, and to protect the weaker parties to the contract.  The role of the
  notary representing the public interest is also reflected in the State''s special
  concern in regulating particularly sensitive relationships, through the duty to
  explain and inform both parties of the legal consequences of the transactions entered
  into.'
Text file: 266.txt
Title: Proposal to set up a two-person company on the e-Vem for spouses
URL: https://www.stopbirokraciji.gov.si/pobuda/?st=266
