Amendment to the ZGD-1K

On 27 January 2021, the amendment to the Companies Act (ZGD-1K) was adopted, which amends and supplements certain provisions of the Companies Act (hereinafter: ZGD-1). Some novelties brought by the amendment are highlighted below.

The amendment extends the restrictions on the establishment of companies and entrepreneurs and the acquisition of partner status to natural and legal persons from another Member State or a third country. In addition, the range of criminal offences that prevent a person from becoming a founder, shareholder or entrepreneur is also noticeably expanding. The latter now also applies to criminal offences against human health and criminal offences against the general security of people and property. At the same time, there is an additional restriction on establishing, acquiring the status of a shareholder, and performing the activities of an entrepreneur for persons who have been publicly announced on the list of taxpayers who do not pay VAT in the last 12 months. An additional restriction on the establishment and acquisition of business shares in accordance with the amendment also applies to persons who have been fined by a final decision of the Market Inspectorate of the Republic of Slovenia for an offense related to unauthorized interference with the company’s share capital.

Furthermore, the amendment also interferes with the operations of limited liability companies, so that it redefines the obligation to form a supervisory board in those companies that are considered to be a subject of public interest. In such companies, the Supervisory Board must also form an audit committee, unless the amendment provides for an exception to this obligation. In addition to the above, in some cases the obligation to obtain the consent of the supervisory body and even the public disclosure of the transaction is newly determined, and a special article regulates the conclusion of transactions between the company and directors or procurators and related persons.

In addition to the registered office, the business address of the company will now have to be entered in the register. The set of data that must be included in the application for the first entry of the company in the register has also been supplemented, and the company will also have to state its business and e-mail address.

Finally, it is worth nothing the new criminal provisions introduced by the amendment. According to the amendment, new offenses are, for example, determination of a business address in contravention of the law, storage of personal data on the company’s shareholders for more than 12 months, and waiver of the obligation to publish and ensure free access to the remuneration policy and the remuneration report. The misdemeanours of intermediaries in the exercise of voting rights of shareholders, institutional investors, asset managers and voting advisers, which the amendment introduces as a new legal category in ZGD-1, have also been newly determined.

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