Introduction

The Republic of Slovenia (‘Slovenia’) transposed Council Regulation No 2157/2001 of 8 October 2001 on the Statute for a European company (the ‘Regulation’) into national law with some delay by the new Commercial Companies Act (Zakon o gospodarskih družbah or ZGD), published in the Uradni list (Official Journal RS, No. 42/2006) on 19 April 2006. The ZGD entered into force on 4 May 2006 and provides not only a legal framework for SEs in Slovenia but also amends Slovenian company law in certain important respects, including in previously unregulated areas such as squeeze-outs, shares with no par value, and the introduction of the euro into Slovenian company law.

Directive 2001/86/EC supplementing the Statute for a European company with regard to the involvement of employees (the ‘Directive’) has been transposed into national law by the Law on Employee Participation in the Management of the European Company (SE) (Zakon o sodelovanju delavcev pri upravljanju evropske delniške družbe or ZSUEDD; Official Journal RS, No. 28-1126/2006).

Implementation of the Regulation appears to have inspired the Slovenian Parliament and, as a result, some of the regulatory concepts in the Regulation have been extended to other corporate forms (e.g. the choice between a one-tier or a two-tier management system). Since the process of registering companies with the competent court register (the ‘Companies Register’) is regulated in detail by the Governmental Decree on Company Registration (Uredba o vpisu družb in drugih pravnih oseb v sodni register) (the ‘Decree’) (Official Journal RS, No. 18/02), the Decree will also need to be amended to reflect the provisions of the new ZGD.