2017 Investment Climate Statements: Slovenia

Policies Towards Foreign Direct Investment

The Slovenian Public Agency for the Promotion of Entrepreneurship, Innovation, Development, Investment and Tourism (SPIRIT) promotes FDI and advocates for foreign investors in Slovenia. Its mission is to enhance Slovenia’s economic competitiveness through technical and financial assistance to entrepreneurs, businesses, and investors.

Foreign companies conducting business in Slovenia have the same rights, obligations, and responsibilities as domestic companies. The principles of commercial enterprise, which include free operation and national treatment, apply to the operations of foreign companies as well. The Law on Commercial Companies and the Law on Foreign Transactions guarantee their basic rights.

While generally welcoming greenfield investments, Slovenia presents a number of informal barriers that challenge foreign investors. According to a survey conducted by SPIRIT, the most significant disincentives to FDI are high taxes, high labor costs, lack of payment discipline, an inefficient judicial system, difficulties in firing employees, and bureaucracy.

Foreign companies doing business in Slovenia and the local American Chamber of Commerce have also cited additional factors that affect the local investment climate, including the lack of a high-level FDI promotion strategy, a sizable judicial backlog, difficulties in obtaining building permits, labor market rigidity, and disproportionately high social contributions and personal income taxes coupled with excessive administrative tax burdens. Businesses have also reported a lack of transparency in public procurement, unnecessarily complex and time-consuming bureaucracy, frequent changes in regulation, relatively high real estate prices, and confusion over lead responsibility or jurisdiction regarding foreign investment among government agencies.

Limits on Foreign Control and Right to Private Ownership and Establishment

Both foreign and domestic private entities have the right to establish and own business enterprises and engage in different forms of remunerative activity. Slovenia has relatively few limits on foreign ownership or control.

Sector-specific restrictions:

Professional services: There are limits on banking and investment services, private pensions, insurance services, asset management services, and settlement, clearing, custodial, and depository services provided in Slovenia but headquartered in non-EU countries.

Gaming: There is a 20 percent cap on foreign ownership.

Air transport: Registration of an aircraft is only possible for aircraft owned by Slovenian or EU nationals or companies controlled by them. Companies controlled by Slovenian nationals or carriers complying with EU regulations on ownership and control are the only entities eligible for Air Operator’s Certificates (AOC) for performing airline services.

Maritime transport: The law forbids majority ownership by non-EU residents of a Slovenian flag maritime vessel unless the operator is a Slovenian or other EU national.

Slovenia has an open economy and no screening or review process is necessary for foreign direct investment.

Other Investment Policy Reviews

Slovenia underwent an OECD Investment Policy Review  in 2002 and a WTO Trade Policy revie w in 2002. The Economist Intelligence Unit and World Bank’s “Doing Business 2016” provide current economic profiles of Slovenia.

Business Facilitation

An individual or business in a variety of different legal and organizational forms may perform economic activities. Individuals most often operate as sole traders; however, legal entities may establish different forms of businesses: the most common are the limited liability company (LLC or d.o.o.) and public limited company (PLC or d.d.).

Non-residents of the Republic of Slovenia have to obtain a Slovenian tax number  before starting the process of establishing a business. Slovenia’s Companies Act, which is fully harmonized with EU legislation, regulates the establishment, management, and organization of companies.

Companies act: http://www.mgrt.gov.si/fileadmin/mgrt.gov.si/pageuploads/zakonodaja/ZGD-1_PREVOD__13-12-12.pdf 

Generally, bureaucratic procedures and practices are sufficiently streamlined and transparent for foreign investors wishing to start a business in Slovenia. In order to establish a business in Slovenia, a foreign investor must produce capital of at least EUR 7,500 (USD 8,550) for a limited liability company and EUR 25,000 (USD 28,500) for a stock company. The investor must also establish a business address, and file appropriate documentation with the court. The entire process usually takes three weeks to one month, but may take longer in Ljubljana due to backlogs in the court.

A new company may be established by an individual or legal entity directly by a notary, through one of the VEM (Vse na Enem Mestu or “all in one place”) point offices designated by the Slovenian government, or even on the web. A list of VEM points is available at http://www.podjetniski-portal.si/ustanavljam-podjetje/vem-tocke/seznam-vstopnih-tock-vem .

More information on how to invest and register a business in Slovenia is available at http://www.investslovenia.org/business-environment/establishing-a-company/  and http://www.eugo.gov.si/en/starting/business-registration/ .

Outward Investment

Slovenia does not restrict domestic investors from investing abroad, nor are there any incentives for outward investments. The majority of outward investments from Slovenia are located in the Western Balkans. Croatia is the most popular destination, with 28 percent of Slovenia’s investments abroad, followed by Serbia (22 percent), Bosnia and Herzegovina (9 percent), and Macedonia (8 percent).

Slovenia does not have a Bilateral Investment Treaty (BIT) with the United States.

Slovenia has signed BITs with: Albania, Austria, the Belgium – Luxembourg Economic Union, Bosnia and Herzegovina, Bulgaria, China, Croatia, Denmark, Egypt, Finland, France, Germany, Greece, Hungary, Israel, Kuwait, Lithuania, Macedonia, Malta, Moldova, Montenegro, the Netherlands, Poland, Portugal, Romania, Singapore, Slovakia, Spain, Sweden, Switzerland, Thailand, Turkey, Ukraine, the United Kingdom, Uzbekistan, and Serbia.

Slovenia has a bilateral taxation treaty with the United States.

Slovenia has signed bilateral taxation treaties with: Albania, Armenia, Austria, Azerbaijan, Belarus, Belgium, Bosnia and Herzegovina, Bulgaria, Canada, China, Croatia, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Georgia, Germany, Greece, Hungary, Iceland, India, Iran, Ireland, the Isle of Man, Israel, Italy, Kazakhstan, Kosovo, Kuwait, Latvia, Lithuania, Luxembourg, Macedonia, Malta, Moldova, Montenegro, the Netherlands, Norway, Poland, Portugal, Qatar, the Republic of Korea, Romania, the Russian Federation, Serbia, Singapore, Slovakia, Spain, Sweden, Switzerland, Thailand, Turkey, Ukraine, the United Arab Emirates, the United Kingdom, the United States, and Uzbekistan.

Transparency of Regulatory System

Accounting, legal, and regulatory procedures are transparent and consistent with international norms.

Financial statements should be prepared in accordance with the Slovenian Accounting Standards, prepared by the Slovenian Institute of Auditors, in accordance with the International Financial Reporting Standards (IFRS), as adopted by the EU.

There are three levels of regulatory authority: supra-national (Slovenia is a member of the EU), national, and sub-national (municipalities have limited regulatory power over local affairs, regulations have to comply with state regulation). Laws can be proposed by the government, member(s) of the parliament, or by at least five thousand voters.

Slovenia adopted a comprehensive regulatory policy in 2013, focusing on measures aimed at raising the quality of the regulatory environment, in order to improve the business environment and increase competitiveness.

Slovenia’s Ministry of Public Administration is bound to include public stakeholder engagement in decision-making processes by several legal and policy documents. Public authorities must endeavor to inform the public about their work to the greatest extent possible and enable stakeholder engagement.

The proposer of a regulation invites experts and the general public to participate in drawing up a regulation by publishing a general invitation, together with a draft regulation, on its website. The experts and general public must respond by the deadline, ranging from 30 to 60 days from the day of its publication. In addition to the relevant ministry, the proposals are also published on the website of the government and on the eDemocracy portal of the Ministry of Public Administration.

Through the eDemocracy web portal, citizens can actively cooperate in the decision-making process by expressing opinions and sending proposals and comments on regulation drafts. Proposals and opinions of expert circles and the general public are examined and, where possible, taken into consideration. If such opinions and proposals are not taken into consideration, the proposer has to inform stakeholders in writing and explain the reasons.

The public, however, is not invited to participate in cases where the nature of the issue precludes such consideration, such as in emergency situations and in the following areas: matters relating to the national budget, the annual financial statement, the rules of procedure of the Government, an ordinance, a resolution, development and planning documents, development policies, a declaration, acts ratifying international treaties, and an official decision.

A regulatory impact assessment (RIA) is obligatory for all primary legislation; however, the quality varies (analysis is often only qualitative or incomplete) as there is no external body to carry out quality control.

The General Secretariat of the Republic of Slovenia is responsible for administrative oversight in order to ensure the government follows administrative procedures. In Slovenia, there are no informal regulatory processes managed by non-governmental organizations or private sector associations.

In Slovenia, the executive branch initiates approximately 92 percent of primary laws. After the adoption of new legislation, the text is published in the Official Gazette of the Republic of Slovenia and online at https://www.uradni-list.si/glasilo-uradni-list-rs . A more in-depth ex post facto review of regulations is still lacking.

Slovenia adopted the Standard Cost Model to measure the administrative burden on businesses imposed by its regulations, which has led to a significant reduction of the burden on businesses. Slovenia’s system of one-stop shops (the so-called “VEM points”) for business received the UN Public Service Award. Introduction of e-government has simplified administrative procedures.

International Regulatory Considerations

Slovenia has been a signatory of the WTO since its inception and to date there have been no cases of WTO rules violations. Legally, all investors, domestic and foreign, are treated equally. The government does not impose performance requirements or any condition for establishing, maintaining, or expanding an investment. As a member country of the WTO, Slovenia is required under the Agreement on Technical Barriers to Trade (TBT Agreement) to report to the WTO all proposed technical regulations that could affect trade with other member countries.

Slovenia is a member of the EU. Two principles rule the relationship between the Slovenian and EU regulatory systems: the supremacy of EU laws and the principle of direct effect. EU laws in areas under EU responsibility override any conflicting laws of the member state. Direct effect enables people to use EU laws in national courts against the government or private parties.

Legal System and Judicial Independence

Slovenia has a well-developed, independent legal system. The structure is based on a five-tier (district, regional, appeals, supreme, and administrative) court system. These courts deal with a wide array of legal cases including criminal, probate, domestic relations, land disputes, contracts, and other business-related issues. A separate social and labor court system, comprised of regional, appeals, and supreme courts, deals strictly with labor disputes, pensions, and other social welfare claims. As with most other European countries, Slovenia has a Constitutional Court, which hears complaints alleging violations of human rights and personal freedoms. The court also issues opinions on the constitutionality of international agreements and state statutes, and deals with other high profile political issues. In 1997 Slovenia’s Parliament established an administrative court to handle disputes among local authorities, between state and local authorities, and between local authorities and executors of public authority.

In 1999, the Parliament passed a law on legal proceedings to speed up court administrative processes. The law stipulates a stricter and more efficient procedure for serving court documents and providing evidence. In commercial cases, defendants are required to file their defense within 15 days of receiving a notice of a claim. As a result, the efficiency of Slovenian courts has increased, reducing case backlogs. However, as of September 2016, there were still 100,760 open cases.

Laws and Regulations on Foreign Direct Investment

Slovenia’s Promotion of Foreign Direct Investment and Internationalization of Enterprises Act covers the main goals and measures for promotion of FDI. Measures for promotion of FDI include free of charge consultation services for foreign investors, promotion of Slovenia as an investment destination, improvement of Slovenia’s competitiveness, and financial incentives. The Invest Slovenia website serves as a resource for investors to obtain relevant information.

Competition and Anti-Trust Laws

Slovenia’s Competition Protection Agency (CPA) supervises the application of the Restriction of Competition Act and monitors and analyzes market dynamics, assessing alleged restrictive agreements and abuses of a dominant or monopoly position.

In Slovenia, highly concentrated market structures are not illegal; however, the abuse of market power is forbidden. The Protection of Competition Act prohibits activities that restrict competition in the market, conflict with good business practices relating to market access, or involve prohibited speculation. The law is applicable to corporate bodies and natural persons engaged in economic activities regardless of their legal form, organization, or ownership. The law also applies to the actions of public companies. The law complies with EU legislation.

The law prohibits restriction of competition through cartel agreements, unfair competition (i.e., false advertising, promises/gifts in exchange for business, trade secrets, etc.), illicit speculation during times of irregular market situations, and dumping and subsidized imports. However, the government may prescribe market restrictions in the following instances: in cases of natural disasters, epidemics, or in a state of emergency; in cases of appreciable market disturbances due to the shortage of goods; or when necessary to satisfy product requirements, raw materials, and semi-finished goods of special or strategic importance to the defense of the nation.

The CPA is responsible for ensuring fair competition in the marketplace. The CPA can initiate or conduct investigations at the request of private companies. The CPA can also issue a decree against any company found to be violating the Law on the Protection of Competition, although the power to levy fines rests solely in the hands of the courts. Any party trading in goods or services in the marketplace may initiate legal proceedings in cases of unfair competition. Injured parties are entitled to compensation and cessation of non-competitive activities.

The designated court may issue a penalty of EUR 125,000 (USD 132,909) to EUR 1,000,000 (USD 1,063,292) against companies found to have engaged in cartel agreements, abused a dominant market position, committed an act of unfair competition, or engaged in illicit speculation. The managers and directors of the sanctioned company may be liable for a minimum fine of EUR 4,000 (USD 4,251). Self-employed persons found to have committed any legally prohibited actions are liable to pay a fine of no less than EUR 40,000 (USD 42,508). There are also fines for noncompliance with the CPA in the range of EUR 2,000 to EUR 4,000 (USD 2,125 to USD 4,250) for every week that requested documentation is not submitted. The same range of fines also applies in the event the sanctioned entity does not comply.

Expropriation and Compensation

According to Article 69 of Slovenia’s Constitution, the right to possess real property can be taken away or limited by the government for public purpose in exchange for compensation in kind or financial compensation under conditions determined by law on the basis of public interest.

The current government is not involved in any expropriation-related investment disputes. National law gives adequate protection to all investments. However, there is an ongoing dispute over private property expropriated by the Socialist Yugoslav government for state purposes. After the fall of Yugoslavia, the 1991 Denationalization Act established a basis for the process of denationalization of these properties, returning them to the rightful owners or to their heirs, or paying some sort of compensation if it was not possible to return the property “in nature.”

Some of those rightful owners and heirs are now U.S. citizens. Since the 1993 deadline for filing a claim, roughly 99.6 percent of all cases have been resolved. The percentage of resolved claims involving American owners is lower (approx. 88 percent). Cases regarding expropriation of property belonging to U.S. citizens take longer for several reasons, most of which are tied to the fact that the claimants usually do not live in Slovenia. First, the Ministry of Justice must determine the nationality of the former owner at the time of property seizure – a simple question for Slovenians who never acquired another citizenship that becomes more complicated in cases involving naturalized American citizens. Second, many nonresident claimants fail to engage local attorneys, or only did so at the start of the process and have since let those retainers lapse. Third, communication and postal delays mean nonresident claimants take longer to respond to paperwork and other needs relating to their cases. In addition, there are concerns that some claims involve property currently controlled or owned by prominent members of Slovenian society, thereby creating an additional and often unseen obstacle to restitution.

Dispute Settlement

Slovenia is a contracting state to the Convention on the Settlement of Investment Disputes between States and Nationals of Other States (ICSID) and a signatory to the New York Convention on Recognition of Foreign Arbitral Awards, meaning local courts must enforce international arbitration awards that meet certain criteria.

Slovenia is a signatory to the 1961 European Convention on International Commercial Arbitration. The Slovenian Arbitration Act is modeled after the UNCITRAL model law.

There have been no major investment disputes in Slovenia over the past five years. Authorities handle investment disputes in the same manner as all other business disputes.

International Commercial Arbitration and Foreign Courts

The regional court specializing in economic issues has jurisdiction over business disputes. However, parties may agree in writing to settle disputes in another court or jurisdiction. Parties can also agree to court-annexed mediation. Local courts recognize and enforce foreign arbitral awards and judgements of foreign courts.

Parties may also exclude the court as the adjudicator of a dispute if they agree in writing to arbitration, whether ad hoc or institutional. In the former case, the applicable procedure and law must be determined. In the case of institutional arbitration, the law requires a clear definition of the type of arbitration that is to be implemented.

The Ljubljana Arbitration Center within the Chamber of Commerce is an independent institution that solves domestic and international disputes arising out of business transactions among companies. Arbitration rulings are final, and decisions are binding.

Bankruptcy Regulations

Competition is lively in Slovenia, and bankruptcies are an established and reliable means of working out firms’ financial difficulties. By law, there are three procedural methods for dealing with bankrupt debtors. The first procedure, compulsory settlement, allows the insolvent debtor to submit a plan for financial reorganization to the court. Creditors whose claims represent more than 60 percent of the total cast a vote on the proposed compulsory settlement plan. If the settlement is accepted, the debtor is not obligated to pay the creditor an amount that exceeds the payment set forth in the confirmed settlement. The procedure calls for new repayment terms to creditors, extended in accordance with the conditions of forced settlement. Confirmed compulsory settlement affects creditors who have voted against compulsory settlement and creditors who have not reported their claims in the settlement procedure.

The creditor or debtor may also initiate bankruptcy procedures. The court names a bankruptcy administrator who sells the debtor’s property according to the bankruptcy senate, the president’s instructions, and court-sponsored supervision. As a rule, the debtor’s property is sold at public auction. Otherwise, the creditors’ committee may prescribe a different mode of sale such as collecting offers or placing conditions for potential buyers. The legal effect of the completed bankruptcy is the termination of the debtor’s legal status to conduct business, and funds from the sale of assets are distributed to creditors according to their share of total debt.

The third method, bankruptcy as a forced liquidation, is distinguished from voluntary liquidation (without court intervention) as set forth in the Law on Commercial Companies. Forced liquidation is imposed on a debtor for whom the law determines the liquidation procedure and the legal conditions for ending its existence as a business entity. This would occur, for example, in cases where the management has not operated for more than twelve months, if the court finds the registration void, or by court order.

In 2013, the Parliament adopted an amendment to the Financial Operations, Insolvency Procedures, and Compulsory Dissolution Act, with a view to simplify and speed up the bankruptcy procedures and deleveraging of companies. For example, Parliament established new criteria for declaring companies insolvent in cases when their bank accounts were continuously blocked for 60 out of the past 90 days.

Investment Incentives

There are some incentives offered to potential investors through the “FDI Incentive Scheme.” The Inward Investment Cost-Sharing Grant Scheme co-funds investments in industry, strategic services, or research and development that will result in the creation of at least 10 new jobs. More information and application forms can be found at http://www.investslovenia.org. 

Slovenia particularly welcomes high-tech sector investments that create jobs and are linked to research and development activities. The government supports such activities with special tax incentives. In some economically depressed and underdeveloped regions (such as the Prekmurje region near the Hungarian border), Slovenia offers special facilities, services, and financial incentives to foreign investors.

Although Slovenia has some of the highest taxes in Europe, the government has implemented tax cuts targeted at reducing the cost of doing business. For example, in 2009 the government eliminated the payroll tax, and in January 2013 it lowered the corporate tax rate to 17 percent. In July 2013, facing pressure on its budget because of the ongoing impact of the global recession, the government increased the VAT rate from 20 percent to 22 percent, (and the “reduced rate” from 8.5 percent to 9.5 percent).

All companies registered in Slovenia are able to participate in government-financed or subsidized research and development programs, regardless of the origin of capital.

Foreign Trade Zones/Free Ports/Trade Facilitation

The only Free Customs Zone (FCZ) in Slovenia is the Port of Koper. Under the Customs Act, subjects operating in FCZs are not liable for payment of customs duties, nor are they subject to other trade policy measures until goods are released into free circulation.

Duties and rights of users include the following:

Separate books must be kept for activities undertaken in FCZs;

• Users may undertake business activities in a FCZ on the basis of contracts with the founders of FCZs;
• Users are free to import goods (customs goods, domestic goods for export) into FCZs;
• Goods imported into FCZs may remain for an indefinite period, except agricultural produce, for which a time limit is set by the government;
• Entry to and exit from FCZs is to be controlled;
• Founders and users must allow customs, or other responsible authorities, to execute customs, or other, supervision; and
• For the purposes of customs control, users must keep records of all goods imported into, exported from, consumed or altered in FCZs.

The Customs Act also allows the establishment of open FCZs that will allow for more flexible organization and customs authorities’ supervision.

In such FCZs, users may undertake the following activities:

• Production and service activities, including handicrafts, defined in the founding act or contract, and banking and other financial business transactions, property and personal insurance and reinsurance connected with the activities undertaken;
• Wholesale transactions;
• Retail sales, but only for other users of the zone or for use within the FCZ.

Slovenia has recently developed land sites designed for greenfield investments. Most of the newly developed industrial zones have direct access to well-developed infrastructure, including highways and rail service. Land prices can vary greatly. Municipalities and the State often subsidize infrastructure and land costs as incentives to increase employment opportunities, reducing the rate for fully-equipped land in industrial zones.

For example, in Lendava, a town located in eastern Slovenia, the price per square meter of land is roughly five Euros (USD 5.7), while prices near Ljubljana can run to 50 Euros (USD 57) or more. Potential investors may also count on a full range of free services and concessions provided by local development agencies for start-ups. The assistance may also include help in completing all the necessary paper work (permits) and, in some cases, organizing and financing construction in line with investor requirements. Interested investors can contact the U.S. Embassy in Ljubljana for further information.

Performance and Data Localization Requirements

Rigid procedures necessary to acquire work permits can be an impediment for foreign investors. It can take two to three months to obtain a work permit, which is required for local employment. The Ministry of Labor has established a fast-track procedure for foreigners who are registered in the court registry as authorized persons or representatives of companies, managers of branch offices, and foreigners who are temporarily sent to work in organizational units for foreign legal persons (corporate entities) registered in Slovenia. More information on work permits and employment services can be found at http://www.ess.gov.si. 

The government does not force foreign investors to use domestic content in goods and technology, or to use local data storage.

Real Property

According to data collected by the World Bank’s Doing Business index, registering property in Slovenia requires an average of 5 procedures, takes 49.5 days and costs 2.0 percent of the property value. Globally, Slovenia stands at 34 in the ranking of 190 economies on the ease of registering property.

Administrative reforms implemented in 2011 and 2012 simplified property registration. Greater automation in Slovenia’s land registry reduced delays in property registration by 75 percent. Slovenia has also made transferring property easier and less costly by introducing online procedures and reducing fees. Virtually all land has a clear title.

The land registry court (local court) initiates the registration process for the entry of title in the land register. Amendments to the Land Registry Act adopted on March 27, 2009, and implemented on May 1, 2011, require the submission of proposals with appendices in electronic form to the courts. Submissions are tendered via a notary public or attorneys and real estate agencies acting on behalf of the applicant. In some cases, the applicant can submit registrations directly. Other amendments to the Land Registry Act have transferred responsibility from the courts to the notary for depositing original documents (e.g. contracts) attached to submissions, whereby the notary’s confirmation of authenticity renders the evidence value of the electronic version equal to that of the original. The amendments also enable free access via a web-portal to the contents of the land register, including pending notations and land register extracts, neither of which was free of charge prior to the reform.

Land registry proposals are automatically assigned to the least-burdened local court. Once the proposal is filed with the land registry court, the registration process is initiated ex officio and the priority of entry is ensured with a land registry seal. The priority order takes effect the day the proposal has been filed. The buyer can theoretically dispose of the property as soon as the purchase agreement is signed and the buyer obtains (direct or indirect) possession of the property. The buyer whose title is not yet entered into the land register but has already obtained the possession of the property enjoys the position of a proprietary possessor in good faith – the presumed owner. The presumed owner has the right to claim the return of a property in the event of its dispossession from a proprietary possessor in good faith who has the property with a weaker legal title. The buyer may claim the return of the purchase price but has no claims under the law of property until the title is entered into the land register. Since May 2011 the law requires submission of proposals in electronic format.

Intellectual Property Rights

Slovenia has enacted advanced and comprehensive legislation for the protection of intellectual property that fully reflects the most recent developments in the TRIPS (Trade Related Aspects of Intellectual Property) Agreement and various EU directives. Slovenia negotiated its TRIPS commitments as a developing country and implemented the policy as of January 1, 1996. Slovenia is a full member of the TRIPS Council of the World Trade Organization (WTO) and the World Intellectual Property Organization (WIPO). Slovenia has ratified the WIPO Copyright Treaty and the Cyber Crime Convention.

Slovenia’s Intellectual Protection Office actively participates in the Intellectual Property Working Group of the Council of Europe, the Trademark Committee and other EU bodies engaged in the formulation of new EU intellectual property legislation. The Copyright and Related Rights Act, amended in 2001 and 2004, deals with all aspects of modern copyright and other related laws, including traditional works and their authors, computer programs, audiovisual works, and rental and lending rights. The act also takes into account new technologies such as storage and electronic memory, original databases, satellite broadcasting, and cable re-transmission. The 2004 harmonization with EU legislation introduced a new system of collective management of intellectual property rights compliant with the latest directives.

The 1994 Law on Courts gives the District Court of Ljubljana exclusive subject matter jurisdiction over intellectual property disputes. The aim of the law is to ensure specialization of judges and the speed of relevant proceedings. For enforcement of TRIPS provisions, the law provides for a number of civil legal sanctions, including injunctive relief and the removal of the infringement, seizure and destruction of illegal copies and devices, the publication of the judgment in the media, compensatory and punitive damages, border (customs) measures, and the securing of evidence and other provisional measures without the prior notification and hearing of the other party. These infringements also constitute a misdemeanor charge with fines ranging from EUR 400 (USD 430) to EUR 45,000 (USD 48,500) for legal persons and a range of fines, from EUR 40 (USD 43) to EUR 2,000 (USD 2,160), for supervisors of individual offenders, provided that the reported offenses are not criminal in nature. In criminal cases, Slovenia’s Criminal Code applies, which may result in fines or in extreme cases, imprisonment. While laws regarding intellectual property are clearly defined, foreign investors have complained that the court system is too slow.

Since the enactment of the Law on Copyright and Related Rights Act, there have been relatively few reported prosecutions regarding copyright infringements and violations. The most notable cases usually involve computer software piracy. In 2004, a long-running software piracy court case ended with a prison sentence and monetary fine. Slovenia has dedicated resources to training prosecutors and public authorities. Slovenia also continues to address the preservation of evidence in infringement procedures and border measures through amendments to existing legislation. The Ministry of Culture has established the Intellectual Property Fund, the Slovenian Copyright Agency, and the Anti-Piracy Association of Software Dealers to combat the problem of piracy in a collective manner.

The Law on Industrial Property grants and protects patents, model and design rights, trademark and service marks, and appellations of origin. The holder of a patent, model, or design right is entitled to: exclusively work the protected invention, shape, picture, or drawing; exclusively market any products manufactured in accordance with the protected invention, shape, picture, or drawing; dispose of the patent, model, or design right; and prohibit the use of a protected invention, model, or design, by any person without consent.

The holder of a trademark has the exclusive right to use the trademark to designate products or services in the course of trade. The authorized user of a protected appellation of origin has the right to use the appellation in the course of trade for marking products to which the appellation refers.

The patent and trademark rights granted by the Law on Industrial Property take effect from the date of filing the appropriate applications. Patents are granted for twenty years from the date of filing and model, and design rights are granted for ten years. Trademarks are granted for ten years, but may be renewed an unlimited number of times. The term of an appellation of origin is unlimited. All patents and trademarks are registered through the Intellectual Property Office and all registers are open to the public. Patent and trademark applications filed in member countries of the International Union for the Protection of Industrial Property are afforded priority rights in Slovenia. The priority period is 12 months for patents and six months for model and design rights.

Any person who infringes upon a patent or trademark right may be held liable for damages and prohibited from carrying on the infringing acts.

The Law on Industrial Property also provides for the contractual licensing of patents, model and design rights, and marks. All license agreements must be in writing and specify the duration of the license, the scope of the license, whether the license is exclusive or non-exclusive, and the amount of remuneration for use when compensation is agreed upon.

Compulsory licenses may be granted to another person when the invention is in the public interest or the patentee misuses his rights granted under the patent. A misuse of a patent occurs when the patentee does not use or insufficiently uses a patented invention and refuses to license other persons to work the protected invention or imposes unjustified conditions on the licensee. If a compulsory license is granted, the patentee is entitled to compensation. Slovenian industrial property legislation fully complies with EU standards.

For additional information about treaty obligations and points of contact at local IP offices, please see WIPO’s country profiles at http://www.wipo.int/directory/en/ 

Capital Markets and Portfolio Investment

The financial sector remains relatively underdeveloped for a country with Slovenia’s level of prosperity and still remains significantly affected by the lingering turmoil of the global financial crisis. Enterprises rarely raise capital through the stock market and instead tend to rely solely on the traditional banking system to meet their needs.

The Ljubljana Stock Exchange (LSE), established in 1990, is a member of the International Association of Stock Exchanges (FIBV). In 2015, the Zagreb Stock Exchange acquired the LSE. However, the number of companies listed on the exchange is limited and their trading volume is very light, with annual turnover similar to a single day’s trading on the NYSE.

In 1995, the Central Securities Clearing Corporation (KDD) was established. KDD runs the central registry securities and trade clearings conducted on the LSE electronic trading system. The Securities Market Agency (SMA), established in 1994, has powers similar to the SEC in the United States. The SMA supervises investment firms, the LSE, the KDD, investment funds, and management companies, and shares responsibility with the Bank of Slovenia for supervision of banking and investment services.

Slovenia adheres to Article VIII of the IMF Article of Agreement and is committed to full current account convertibility and full repatriation of dividends.

The LSE uses different dissemination systems, including real-time online trading information via Reuters and the BDS System. The LSE also publishes information on the Internet at http://www.ljse.si/ 

Foreign investors in Slovenia have equal rights as domestic investors, including the ability to obtain credit on the local market.

Money and Banking System

The banking sector in Slovenia is marked by a relatively high degree of concentration. The country’s largest bank, NLB (Nova Ljubljanska Banka), is state-owned (though the government has announced plans to sell NLB by the end of 2017). The second largest, NKBM (Nova Kreditna Banka Maribor), was sold to an American fund in 2016. NLB accounts for approximately one-third of market share, while NKBM and other foreign-owned banks account for more than 40 percent. There are 19 banks and 3 savings banks in Slovenia, serving 2 million people. The total assets of the banking sector account for nearly EUR 37 billion (USD 40 billion), approximately 140 percent of GDP. In 2008, the combined effects of the financial crisis, the collapse of the construction sector and diminished demand for exports (nearly 70 percent of GDP is derived from exports) led to significant capital shortfalls. Bank assets declined steadily after December 2009, but rebounded in 2015 and have more or less remained steady since then.

Several foreign banks have announced takeovers or mergers with Slovenian banks. For example, in 2001 the French bank Societe Generale took over Slovenia’s largest private bank, SKB Banka. That same year, the Italian banking group San Paolo IMI purchased 82 percent of the Bank of Koper, the fifth largest bank in Slovenia. In 2002, the government sold 34 percent of the largest commercial bank, NLB, to the Belgium’s KBC Group, with another 5 percent sold to the European Bank for Reconstruction and Development (EBRD). In December 2012, KBC announced its withdrawal from NLB, and the government stepped in again to recapitalize the bank.

The Slovenian banking sector was hit hard by the 2009 economic crisis. NLB and NKBM faced successive downgrades by credit rating agencies due to the large number of non-performing loans in their portfolios. At the end of 2016, approximately 9 percent of NLB’s total assets were non-performing. An estimated 8 percent of Slovenian banking assets were non-performing as of December 2016 according to World Bank statistics. European Bank Authority statistics from mid-2016, with a stricter definition of “non-performing loans,” found 19 percent of all loans in Slovenia were past-due.

In 2013, the government established a Bank Asset Management Company (BAMC) with a management board comprised of financial experts to promote stability of the financial system and restore trust in its functioning. BAMC agreed to manage the non-performing assets of three major state banks in exchange for bonds. Three such operations were conducted from December 2013 through March 2014. The government also injected EUR 3.5 billion (USD 3.8 billion) into three of the biggest banks (NLB, NKBM, and A Banka). These measures helped recapitalize and revitalize the country’s biggest commercial banks.

Banking legislation authorizes commercial banks, savings banks, and stock brokerage firms to purchase securities abroad. Investment funds may also purchase securities abroad, provided they meet specified diversification requirements.

Slovenia’s takeover legislation has been fully harmonized with EU regulations. Slovenia implemented EU Directive 2004/25/ES on takeover legislation in July 2006 by adopting a new takeover law. The law was amended in July 2008 to reflect the country’s adoption of the euro. The law defines a takeover as a party’s acquisition of 25 percent of a company’s voting rights and requires the public announcement of a potential takeover offer for all current shareholders. The acquiring party must publicly issue a takeover offer for each additional acquisition of 10 percent of voting rights until it has acquired 75 percent of voting rights. The law also stipulates that the acquiring party must inform the share-issuer whenever its stake in the target company reaches, surpasses, or drops below 5, 10, 20, 25, 33, 50 or 75 percent. The law applies to all potential takeovers.

Acquisitions are blocked or delayed regularly and easily, and drawn out negotiations and stalled takeovers have hurt Slovenia’s reputation. In 2015 the privatization of Slovenia’s state-owned telecommunications company, Telekom Slovenije, failed in large part due to political attempts to discourage the sale of a state-owned company. The government has struggled to meet its commitment to open Slovenia’s economy to the international capital market. Slovenia’s biggest retailer, Mercator, faced similar challenges when it was ultimately sold to a Croatian buyer in 2014 after a lengthy and arduous sales process and strong domestic opposition.

Slovenia’s insurance sector is characterized by its high level of concentration in a few companies, with the largest, state-owned Triglav d.d., holding 36 percent of the total market. The four largest insurance companies in Slovenia account for over 70 percent of the market, while foreign insurance companies hold less than 10 percent of the market. Insurance companies primarily invest their assets in non-financial companies, state bonds, and bank-issued bonds.

Since 2000, there have been significant changes in legislation regulating the insurance sector. The Ownership Transformation of Insurance Companies Act, which seeks to privatize insurance companies, has been delayed several times due to ambiguity in the act concerning the estimated share of state-controlled capital. Although plans for insurance sector privatization have been discussed since 2005, nothing has been implemented.

Currently, Slovenia has three registered health insurance companies and a variety of companies offering other kinds of insurance. However, under EU regulations, any insurance company registered in the EU can market its services in Slovenia as well, so long as the insurance supervision agency of the company’s country of origin has notified the Slovenian Supervision Agency of the company’s intentions.

Foreign Exchange and Remittances

Slovenia adheres to Article VIII of the IMF Article of Agreement and is committed to full current account convertibility and full repatriation of dividends. In order to repatriate profits, joint stock companies must provide the following: evidence of the settlement of tax liabilities; notarized evidence of distribution of profits to shareholders; and proof of joint stock company membership (Article of Association). All other companies need to provide evidence of the settlement of tax liabilities and the company’s act of establishment.

For the repatriation of shares in a domestic company, the party must submit its act of establishment, a contract on share withdrawal, and evidence of the settlement of tax liabilities to the authorized bank.

Slovenia replaced its previous currency, the Slovenian tolar, with the euro in January 2007. The Eurozone has a freely floating exchange rate.

Remittance Policies

Not applicable/information not available.

Sovereign Wealth Funds

Slovenia does not have a sovereign wealth fund.

Private enterprises compete on the same terms and conditions as public enterprises with respect to access to markets, credit, and other business operations.

State-Owned and partially State-Owned Enterprises (SOEs) are present across most industries in Slovenia. The state has never undergone a wholesale privatization program, having retained significant ownership shares in many large companies since its independence. Sectors considered to be of strategic national interest are more likely to be dominated by state-owned companies, such as energy, transport, banking, and insurance. Other sectors of the economy, including retail, entertainment, construction, tourism, and manufacturing, include important firms that are either wholly state-owned or in which the state maintains a controlling interest by virtue of holding the largest single block of shares.

In general, SOEs do not receive a larger share of contracts/business than private sector competitors in sectors open to private and foreign competition. SOEs obtain goods and services from private and foreign firms. SOEs have to follow a strict government procurement agreement that requires transparent procedures available to all firms. Private firms can compete under the same terms and conditions with respect to market share, products, and incentives. All firms have the same access to financing.

SOEs are subject to the same laws as private companies. They must submit their books for independent audits and publish annual reports if required (for example, if the SOE is listed on the stock exchange or the size of the company meets the required threshold.) The reporting standards are comparable to international financial reporting standards. SOEs must fully comply with all legal obligations.

Slovenia is an active participant in the OECD Working Party on State Ownership and Privatization Practices and adheres to the OECD Guidelines on Corporate Governance for SOEs.

Following OECD recommendations, the government established the Capital Asset Management Agency (AUKN) in November 2010 to increase transparency and promote more efficient management of SOEs. In 2013, authorities transformed the AUKN into the Slovenian Sovereign Holding (SSH). The SSH is charged with simplifying and shortening the administrative process of privatizing state assets. SSH took over all AUKN portfolios as well as the portfolios of two other smaller state-owned funds. More than 95 percent of SSH funds are invested domestically. SSH is an independent state authority that reports to the National Assembly of the Republic of Slovenia. It provides the National Assembly with annual reports regarding the previous year’s implementation of the Annual Plan of the Corporate Governance of Capital Investments. The government then adopts the Annual Plan of the Corporate Governance of Capital Investments based on SSH’s proposal.

Privatization Program

Unlike other countries in Central and Eastern Europe, Slovenia never undertook a comprehensive privatization process, thus it still has a relatively high percentage of enterprises either owned or controlled, directly or indirectly, by the state. State control is evident in several key sectors including energy, transport, public utilities, banking, telecommunication, and insurance. State participation in these sectors of the economy is among the highest in Europe. The state either owns or indirectly controls large portions of the manufacturing, construction, retail, and tourism sectors.

In 2013 the Parliament approved a list of 15 state owned companies that it planned to sell. To date the state has sold nine of these companies, and three are in the final phase of privatization. The government plans to sell the largest commercial bank, Nova Ljubljanska Banka, by the end of 2017. Foreign investors can participate in the public-bidding processes on an equal basis. However, interested parties often describe the bidding process as opaque, with unclear or unenforced deadlines.

In 2015, the government prepared an asset management strategy that classified state-owned assets into strategic, important, andportfolio assets. In companies classified as strategic, the State will maintain or obtain at least a 50 percent share + 1 share. In companies classified as important, the State will maintain a controlling share (25 percent equity stake + 1 share). In companies classified as portfolio, it is not mandatory for the State to keep the controlling share.

The Slovenian Sovereign Holding publishes on-line the latest list of state stakes for sale. It is available at http://www.sdh.si/en-us/privatization .

The concept of Responsible Business Conduct (RBC) has recently grown among the business community, but the due-diligence approach is not yet commonly recognized. However, to raise their public profile and improve their image with the public, larger international companies have increasingly undertaken activities such as sponsoring sports teams and community events in the name of corporate social responsibility. Larger companies in Slovenia have also focused on developing an environmentally friendly image by implementing green technologies and adhering to high environmental standards.

As a member of the OECD, Slovenia adheres to the OECD Guidelines for Multinational Enterprises and encourages foreign and local enterprises to follow generally accepted RBC principles, including the United Nations Guiding Principles on Business and Human Rights. Slovenia’s National Contact Point for the OECD Guidelines is located in the Ministry of Economic Development and Technology:

http://mneguidelines.oecd.org/ncps/slovenia.htm 

Slovenia does not have a bribery statute equal in stature to the U.S. Foreign Corrupt Practices Act. However, Chapter 24 of the Slovenian Criminal Code (SCC) provides statutory provisions for criminal offenses in the economic sector. Corruption in the economy can take many forms, including collusion among private firms or public officials using influence to appoint patrons to the boards of SOEs.

The SCC stipulates criminal sanctions against officials of private firms for the following crimes: forgery or destruction of business documents, unauthorized use or disclosure of business secrets, insider trading, embezzlement, acceptance of gifts under certain circumstances, money laundering, and tax evasion.

Articles 241 and 242 of the SCC make it illegal for a person performing a commercial activity to demand or accept undue rewards, gifts, or other material benefits that will ultimately result in the harm or neglect of a business organization.

Under Article 261 of the SCC, public officials cannot request or accept a gift in order to perform or omit an official act within the scope of their official duties. The acceptance of a bribe by a public official may result in a fine or imprisonment of no less than one year, with a maximum sentence of five years. The law also stipulates seizure of the accepted gift or bribe.

Article 262 holds the gift’s donor accountable, making it illegal for natural persons or legal entities to bribe public officials with gifts. Violation of this article carries a sentence of up to three years. In cases where the gift giver discloses the attempted bribery before it is detected or discovered, punishment can be reduced.

The State Prosecutor’s Office is responsible for the enforcement of anti-bribery provisions. The number of cases of actual bribery is small and generally limited to instances involving inspection and tax collection. The Prosecutor’s Office has reported that obtaining evidence is difficult in bribery cases, making it equally difficult to prosecute. In 2010, the Government of Slovenia established the Commission for the Prevention of Corruption (CPC), an independent state body, with a broad mandate to prevent and investigate corruption, breaches of ethics, and integrity of public officials. The CPC is not part of the law enforcement or prosecution system of Slovenia, and its employees do not have traditional police powers. However, the CPC has broad legal powers to access and subpoena financial and other documents, question public servants and officials, conduct administrative investigations, and instruct different law enforcement bodies to gather additional information and evidence within the limits of their authority. The CPC can also issue fines for violations.

In 2011, to combat Slovenia’s ongoing problems with corruption and non-transparent procedures in public procurement, authorities established a new government-wide Public Procurement Agency to carry out all public procurements over established EU thresholds [e.g. goods and services above EUR 40,000 (USD 43,000) and works above EUR 80,000 (USD 86,000)]. The agency reports to the Ministry of Justice. By law, the National Review Commission also provides non-judicial review of all public procurements.

Corruption remains an important problem in Slovenia, though its prevalence remains relatively limited. In 2001, Slovenia convicted its first senior public official for accepting a bribe. The second case occurred in 2010, resulting in the imprisonment of a member of parliament. The small size of Slovenia’s political and economic elite contributes to a lack of transparency in government procurement and widespread cronyism in the business sector. Currently, multiple prominent national and local political figures have been charged or are on trial for corruption in public procurements. The CPC has instituted a new system for tracking corruption in public procurement at the municipal level and has discovered numerous violations since implementation.

The CPC also operates with a broad mandate to prevent and investigate breaches of ethics and integrity involving holders of public office. The CPC reports to the Parliament; its leadership is appointed by the President.

The Republic of Slovenia ratified the UN Anticorruption Convention on April 1, 2008.

Slovenia is a party to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

Resources to Report Corruption:

Commission for the Prevention of Corruption
56 Dunajska cesta
1000 Ljubljana
Slovenia
Tel: +386 1 400 5710
Fax: +386 1 400 8472
Email: info@kpk-rs.si
Web: www.kpk-rs.si/en 

Exporters and investors should be aware that generally all countries prohibit the bribery of their public officials and prohibit their officials from soliciting bribes under domestic laws. By virtue of being parties to various international conventions discussed above, most countries are required to criminalize such bribery and other acts of corruption.

Except for a brief, ten-day conflict in 1991, there have been no incidents of political violence in Slovenia since independence.

Unemployment has been falling since July 2014. As of January 2017, the unemployment rate, according to an ILO survey, was down to 8.1 percent, indicating a positive trend albeit only a slight improvement of 0.3 percent compared to January 2016.

Following the economic crisis in 2008, numerous Slovenian companies were forced to declare bankruptcy or lay off significant portions of their workforce. While prevalent in all sectors, financial difficulties hit the construction, automotive, textile, and other producers especially hard. Various government-sponsored economic reforms propose to address this problem through a combination of retraining and investment in new technologies. Several of these reforms target areas with the highest unemployment.

Youth unemployment is disproportionately high in Slovenia – around 15 percent, though this is a significant reduction from the youth unemployment high of 25 percent in April 2013. To address this problem, authorities implemented “Youth Guarantee 2014-2015,” whereby every young person aged 15 to 29 years is eligible for an offer of employment (including apprenticeship), on-the-job training, formal education, or a short form of institutional or work-based training, within four months of registering with a government-sponsored employment service. Based on its initial success, the government budgeted 300 million Euros for the 2016-2020 Youth Guarantee program.

Slovenia fully harmonized its labor legislation with the EU in 2004. In line with this legislation, Slovenia has retained strict rules on issuing work permits to non-EU applicants. The 2001 Employment of Aliens Act introduces a quota system for work permits and simplifies the procedure for obtaining work permits for foreigners who have worked and lived in Slovenia for an extended period of time.

Slovenia’s wage-setting practice follows the “social partners” model, designed to contain upward pressure by centralizing wage decisions. In practice, however, high wage expectations have pushed Slovenia’s wage levels far above those of its neighbors. Despite this, Slovenia’s well-educated labor force and position as a productive transition economy allows it to remain competitive in niche markets.

In 2003, Slovenia adopted an Employment Relationship Act that defines a full time workweek as 36 to 40 hours (made up of six to eight-hour days including a 30-minute lunch break). The act increases protection of critical working groups (including women and children), and eases the conditions under which an employer may terminate employees. Amendments to the act adopted in 2013 further ease the conditions for termination of employment. Slovenia’s labor force performs well in the higher value-added activities that utilize its skilled technicians and engineers at a competitive cost. Despite the introduction of policies offering greater labor market flexibility, however, the market for workers remains quite rigid, and investors will find that laying off workers is more difficult than in the United States.

In February 2010, the government implemented an increase to the minimum wage phased in over a 3-year period. The minimum wage rose from EUR 597 per month (USD 645) in 2010 to EUR 763 (USD 824) in 2012; in 2014, the minimum wage was EUR 789.15 (USD 853). In 2016, at EUR 790.73 (USD 854), the minimum wage in Slovenia was among the highest in Europe. In addition, growing labor unrest has placed pressure on regulators to push wages higher. In November 2015, the National Assembly endorsed a motion sponsored by trade unions to exempt bonuses for night, weekend, and holiday work from the minimum wage and forcing employers to pay these wages separately. Given such rapid increases in the minimum wage, Slovenia has lost its cost competitiveness in many sectors.

In the aftermath of the global financial crisis, Slovenia encountered protracted labor unrest related to public sector salaries. Some observers believe public sector unions contributed to halting major economic reforms proposed by the government in 2011, which weakened the government and in part spurred early elections later that year. Further negotiations in 2012 on public sector salaries were unsuccessful, leading unions to organize a series of strikes and protests aimed at galvanizing support for workers’ rights. The current government, formed in 2014, negotiated a reform of the public sector pay system with the unions that lowered salaries from 0.5 percent to 4.86 percent, depending on the pay scale. The agreement went into force in July 2014 and was valid through 2015. In November 2015, the government and unions reached an agreement that the public sector wage bill would rise by around EUR 148 million (USD 168 million) in 2016 compared to 2015. The deal stipulated that wages would return to 2013 levels (a 3.47 percent increase), while the annual holiday allowance would increase. Public sector promotions, which were more or less frozen for years, have been partially relaxed. The gradual suspension of the remaining austerity measures for the period 2017-2019 will be agreed in new talks which began in December 2016.

Slovenia signed a bilateral agreement with the U.S. Overseas Private Investment Corporation (OPIC) in 1994. There are currently a number of OPIC investment finance and insurance programs available in Slovenia, including loan guarantees, direct loans, and political violence and expropriation insurance.

The U.S. Export-Import Bank offers short-, medium-, and long-term private sector, as well as short-term public sector, programs in Slovenia. In 1999, the Slovenian Export Corporation (SEC) and the U.S. Export-Import Bank signed a memorandum on cooperation in financing, insuring, and reinsuring exports to Southeast European countries. In 2007, the SEC restructured to become the Slovenian Export and Development Bank. More information is available on its website http://www.sid.si/ .

Table 2: Key Macroeconomic Data, U.S. FDI in Host Country/Economy

*Statistical Office of the Republic of Slovenia

(D) indicates that investment levels are so small that the U.S. BEA has suppressed the data to avoid disclosure of data of individual companies.

Table 3: Sources and Destination of FDI

N.B.: The Bank of Slovenia (BoS), in its official data, lists U.S. FDI at approximately USD 38.7 million or 0.3 percent of total inward FDI. However, this amount does not take into account significant investments by U.S. firms not listed as U.S. in origin by the BoS, as U.S. funds are often routed through a third country. The share of U.S. FDI in Slovenia, as calculated by the U.S. Embassy, is approximately 5 percent of total inward FDI.

Source: IMF’s Coordinated Direct Investment Survey

http://data.imf.org/CDIS 

Table 4: Sources of Portfolio Investment

Source: IMF’s Coordinated Direct Investment Survey

http://data.imf.org/?sk=B981B4E3-4E58-467E-9B90-9DE0C3367363&ss=1481568994271 

Christienne Carroll
Political and Economic Section Chief
+386 1 200 5668
Email: CarrollC@state.gov