A Managing director is a mandatory governance “body” in a limited liability company. A company may have one or more managing directors who manage the company's operations and represent the company at their own liability. The Managing director(s) is(are) vested with the powers to act in the name and on behalf of the company. Supervisory board is optional body - a limited liability company may have a supervisory board if provided for in the Deed of Establishment and appointed when incorporating the d.o.o. or thereafter. Legal entities may not be appointed as managing director(s) or supervisory board members.
The company may also have one or more procurators and further, boards or committees can also be provided for in the Deed of Establishment (members may be appointed when incorporating the d.o.o. or later).
Shareholders shall adopt the decisions on the Shareholder’s meeting. When a limited liability company has only one shareholder, the sole shareholder shall adopt the decisions itself and the decisions must be entered into the Book of resolutions (decisions not entered into the Book of Resolutions shall have no legal effects). The shareholder shall have the right to decide upon broad spectrum of matters, among others on the following matters: (i) the adoption of the annual report and decision on distribution of profit; (ii) requests for payment of capital contributions, (iii) refunds of subsequent payments, (iv) the appointment and recall of managing directors (unless this powers are granted to the supervisory board, if any) and procurators and proxies; (v) the appointment and recall of supervisory board members (if the company has a supervisory board), (vi) on the measures to review and supervise the work of managing directors, (vii) other matters determined by law or for which the Deed of establishment provides that shall be adopted/decided upon by the shareholder(s).
The Deed of establishments or a shareholder decision may limit the powers granted to the managing director(s) or other legal representatives. However, these limitations are not enforceable against third parties except from the limitation providing for joint representation (so that the managing director represents the company jointly with another managing director).
There are no restrictions on the nationality or place of residence of legal representatives, however, in case of non-Slovenian citizens work and/or residence permit requirements may apply and hence appropriate permits must be obtained.