A mandatory officer of the most common type of commercial company in Slovenia – a limited liability company - is the manager (in Slovenian: “poslovodja”). A company may have one or more managers (directors) who shall manage the company's operations and represent the company at their own liability. The Articles of Association of the company shall lay down whether the managers shall be entitled to represent the company jointly or individually.
Legal persons may not be appointed as the managers and only natural person may be appointed on such a position. The person appointed as a manager may be either employed with the company or not. In case the manager is also in employment relationship with the company, special rules apply to employment agreement concluded with such a maneger (in principle, the parties may deviate from certain mandatory provisions under the employment law, such as the conditions and limitations of fixed-term employment, working time, provision of breaks and rest periods, remuneration for work, disciplinary responsibility, termination of the employment contract). If the manager is not employed with the company, the provisions of the Companies Act, Articles of Assotiation and the Management agreement(s) shall apply to the relationship between the company and the manager.
Corporate officers (directors, management board members) must fulfil certain common requirements, otherwise they may not be appointed as representatives of the company. Any natural person with the capacity to contract may be appointed as a member of a management body, with the exception of a person who:
- is already a member of another management or supervisory body of the company;
- has been convicted by a final judgement of a criminal offence against the economy, against employment relationships and social security, against legal transactions, against property, against the environment, spatial planning and natural resources. Such a person may not be appointed as a member of a management body for five years after the judgement became final and for two years after serving their prison sentence;
- is subject to a preventive measure prohibiting them from pursuing their profession, for the duration of the prohibition; or
- who, acting as a member of the management or supervisory body of a company for which bankruptcy proceedings had been initiated, has been convicted by a final judgement and is thereby required to compensate the creditors in accordance with the Act governing financial operations of companies and damage liability for a period of two years after the court ruling became final.
No statutory maximum age limit exists for the appointment on the position of the manager of the company (but can be provided in the Articles of Association). It is however mandatory that the manager is full of age (that is at least 18 years old when individual has a full capacity to contract). The Articles of Association can provide additional prerequisites to appointments, such as for example the requirements for a specific training or degree, experience, knowledge, etc.
There is no requirement for the manager to be a Slovenian national or to live in Slovenia. However, single permit requirements, notification requirements and/or visa requirements would normally apply (different rules apply to EU and non-EU nationals and further different requirements apply in the event the manager is not residing in Slovenia during the term of the office). Certain regulated sectors (e.g., banking, insurance, real estate, transport, telecom) require additional conditions, such as specific licenses, permits, etc.
If provided so in the Articles of Association, a limited liability company may have a two-tear form (there is a Supervisory Board and the Manager / Management Board) or a one-tier form (where there is a Board of Directors who may appoint one or more executive directors). Since in case of a limited liability company a one tier form with the board of directors and executive directors is relatively rare, it will not be further detailed in this Q&A.