Area: Poslovni SOS
Competent authority: MGRT
EZU URL: .nan
Initiative ID: 551
Initiative accepted and completed: '2020-04-20'
Initiative classified in EZU: .nan
Initiative forwarded in response: '2015-04-20'
Initiative published: '2015-04-20'
Initiative submitted: '2015-04-20'
Response from the competent authority: 'Reply from the Ministry of Economic Development
  and Technology:Activity is an important corporate characteristic of a company. At
  the same time, it is an integral part and the most important (although not the only)
  element of the definition of the purpose of the company''s activity (the company''s
  objective). Since companies are allowed under Article 6(3) of 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 referred
  to as "ZGD-1"), the Company may only carry out business operations within the scope
  of the activity set out in the Articles of Association or the Memorandum of Association,
  Article 474(3) provides that the Memorandum of Association must also contain the
  activity. The amendment of the memorandum of association must be notified by the
  managing director in the prescribed manner for registration in the commercial register.
  The amendment of the memorandum of association shall enter into force upon its entry
  in the commercial register. Until the entry into force of the Act on Amendments
  and Additions to the Act on the Court Register (Official Gazette of the Republic
  of Slovenia, No. 33/07; hereinafter: ZSReg-B), the activities of the company were
  entered in the court register separately from the articles of association. Since
  the entry into force of the ZSReg-B, the activities of the company have been entered
  in the commercial register only for statistical purposes and not for the purpose
  of achieving corporate effects, i.e. defining the purpose of the company''s activities.In
  accordance with the Act on the Commercial Register of the Republic of Slovenia (Official
  Gazette of the Republic of Slovenia, No. 49/06, 33/07 - ZSReg-B and 19/15), not
  all the activities of the company set out in the memorandum of association have
  been entered in the commercial register, but only the company''s main activity and
  other activities set out in the memorandum of association that are actually carried
  out by the company and constitute an important part of the company''s business.In
  practice, therefore, the following situations arise in the course of registration:If
  the company changes its activity for statistical purposes, it does so through the
  VEM point by submitting a proposal on the PRS form for registration of branches
  and other parts of business entities. The procedure of registration of the activity
  in the business register is completed by the Agency of the Republic of Slovenia
  for Public Law Records and Services, which keeps and manages the business register.If
  the company also changes the information to be entered in the court register or
  changes the memorandum of association as a result of a change in activity, it submits
  a proposal for registration of the changes in the court register through the VEM
  point or at a notary. The application may amend both the information to be entered
  in the commercial register and the information on the activity to be entered only
  in the commercial register in one procedure and one form (application for entry
  of amendments in the commercial register). The proposal is dealt with first by the
  Agency of the Republic of Slovenia for Public Records and Services within the scope
  of its competence and then by the Court of Registration within the scope of the
  amendments to the data subject to entry in the Commercial Register. Accordingly,
  we would advise the party to propose, at the same time as registering an amendment
  to the memorandum of association or the articles of incorporation (in the case of
  a one-person company) in order to change the activity of the company, to amend the
  activity in the commercial register, if necessary. This can be done in one procedure
  and on one form.'
Text file: 551.txt
Title: Change or amendment of activities or entries in the register
URL: https://www.stopbirokraciji.gov.si/pobuda/?st=551
