Columbia d.o.o.

1000 Ljubljana, Bratovševa ploščad 24 tel: 01 568 3587 GSM 041 586566

Transakcijski račun 10100-0038095872

EVERYTHING YOU ALWAYS WANTED TO KNOW ABOUT BUSINESS COMPANIES BUT WERE AFRAID TO ASK...

A business company can be established by any domestic or any foreign physical or legal subject, if the law does not prohibit it.

Companies can have branch offices, which can be located elsewhere than headquarters of a specific company. Branch Offices are not legal subjects, but can perform all business actions, that a company can.

I. UNLIMITED RESPONSIBILITY COMPANY (d.n.o.)

The unlimited responsibility company can be established by two or more subjects, who are accountable for obligations of the company with all their property. The company is established by a contract between the partners.

For the company with unlimited responsibility the contract rules for a civil-legal company contract is used.

OTHER PROVISIONS:

The value of establishing capital is undefined. Partners can deposit 20 EUR each. The firm of the company with unlimited responsibility must contain surname of at least one of the partners, with a note, that there are more partners, and the sign ¨d.n.o.¨. Example: Novak and the others, d.n.o. The company has the position of a civil company and it is a legal company. The company is accountable to clerks for its obligation with all its properties. The company is subsidiary responsible to clerks for obligations of the company with all its properties. If the company doesn´t carry out its duties on clerks written demands, the partners are solidarily accountable. If one of the partners has resigned from his membership, his responsibilities to obligations of the company continue, until the end of his membership is announced. The partner can get reimbursement for expenses of the company necessary considering circumstances. He can also get monetary compensation to recover damages closely linked with management, or he can get monetary compensation for all risks linked with management. For the money, spent for payment from previous sentences, the company pays interests from the day when the damage or expense originated. A partner can demand an advance from the company for expenses, which are necessary linked with operating the company.

COMPANY MANAGING AND REPRESENTING: Each partner is obliged to and legitimated to manage and representing the company. Partners accept the decisions by common consent. If one of the partners disagrees with the decision, the business can not be done.

BUSINESS BOOKS AND ANNUAL REPORT: The company manages business books and publishes annual report according the law and other regulations and considering the accounting standards, principles and general account presumption, that are published by an organisation authorise by law.

PROFIT AND LOSS SHARRING: At the end of a business year, on basis of the annual accounting report, we can find out the profits or losses of the company. We can calculate the mutual part of the profit or loss for every partner of the company. Profit belonging to the partner is assigned to his capital share, all losses and all money, that is withdrawn by a partner during a business year, has been written off his capital share. First of all, the part of the revenue in amount of 5% of his capital share belongs to every partner. In the case that the revenue doesn´t make this possible, the amount of shares falls down. By the point of the calculating every partners share of the profit, that belongs to him in compliance with the previous sentence, all the payments, that partners pays during the business year period in the name of investments to the company, are treated in amount of the time, that passed out of the day of the payment. In the case, that partner draw money from his own capital share, the reduced amounts of money are considered in calculations by the amount of time that passed off the day at a draw of money. All shares of profits and losses, that excess profits and losses calculated in accordance with previous appointments, are distributed among partners by equal shares.

II. COMANDITE COMPANY (k.d.)

A comandite company is a company of two or more subjects, of which at least one partner is accountable for obligations of the company with all property (komplementar), while at least one partner is not accountable for obligations of the company (komanditar - sleeping partner). The firm of the comandite company must include at least one of the komplementar partners surname and the sign k.d.. In the firm of the company, names of the sleeping partners are not allowed to be included. The sleeping partner is not legitimated to represent the company. The sleeping partner is not allowed to contradict the managing of the komplementar, if that does reach the common extent of the activity of the company. The sleeping partner is not allowed to represent the company, he can be granted the procuration or special authorisation.

III. LIMITED RESPONSIBILITY COMPANY (d.o.o.)

A limited responsibility company is a company where the base capital is composed by the basic deposits of the partners. For the obligations of the company with limited responsibility the partners can not be made accountable. The base capital must be at least 7.500,00 EUR. Before signing into the register of law, each partner must depost at least one quarter of the amount of the base capital. The sum of all deposits must be at least 7.500,00 EUR.

COMPANY ACTIVITIES:

Examples:

G/50.102 Motor vechiles shops; G/51.19 Negotiating by selling all kinds of products; G/51.70 Wholesale trade; G/52.11 Retail shops; G/52.12 Grocery shops; G/52.63 Retail trade outside stores; H/55.301 Restaurants and pubs; H/55.302 Buffets; H55/401 Bars; H/55.52 Catering; I/60.24 Road cargo traffic; I/63.30 Tourist trade; K/70.31 Real property trade.

BEGIN OF ACTIVITY:

The company may begin to perform its activity, when the company is signed into register of law, unless the law defines exceptions: catering industry, trade activities, etc.

HOW TO MAKE THE DECISION:

The base capital of the Limited responsibility company (d.o.o.) is 7.500,00 EUR and the partners are not accountable for any company obligations. The value of establishing capital for Unlimited responsibility company (d.n.o.), is not defined, but all partners (at least two) are responsible for all duties of the company with all their property.

For Comandite company (k.d.) at least one partner is accountable for obligations of the company with all his property (komplementar), while the other partner (komanditar - sleeping partner) is not liable for the obligations of the company .

The sleeping partner is not legitimated to manage the company. The sleeping partner is not allowed to contradict the managing of komplementar, if that does reach the common extent of the activity of the company. The sleeping partner is not allowed to represent the company, but he can be granted the procuration or special authorisation. With any kind of company (d.o.o., d.n.o. or k.d.) many business activities can be registered.

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