Annual General Meeting in Slovenia: A Practical Guide for Compliance Professionals

Navigating the Annual General Meeting in Slovenia can feel like threading a needle, particularly when your entity portfolio spans multiple jurisdictions. This guide walks legal, tax, and compliance professionals through the essential rules governing AGMs for Slovenian companies. From convening procedures to filing deadlines, we cover what you need to know to keep your Slovenian entities compliant and your stakeholders informed.

What are the AGM deadlines for different company types?

Slovenian corporate law distinguishes between two principal company forms, each with different AGM obligations.

Public limited companies (delniška družba, d.d.) must hold their AGM within the first eight months after the end of the financial year. For companies following a calendar year, this means the deadline falls on 31 August. The meeting must address the use of distributable profit and grant discharge to the management and supervisory bodies.

Limited liability companies (družba z omejeno odgovornostjo, d.o.o.) face a more flexible regime. The Companies Act does not impose a specific statutory deadline for holding the shareholders’ meeting. However, practical constraints apply. Companies must prepare the annual report within three months after the financial year ends, and medium and large companies must submit audited reports within eight months. These filing obligations effectively shape the timing of shareholder meetings.

Who can convene the AGM?

For joint-stock companies, the management board holds primary authority to convene the general meeting, with a simple majority required to approve the decision. The supervisory board may also call a meeting when company interests require it.

Shareholders retain important rights too. Those holding at least five percent of share capital may submit a written request demanding that management convene a meeting. The request must specify proposed agenda items and include draft resolutions. If management fails to act within two months, the requesting shareholders may petition the court for authorisation to convene the meeting themselves.

For limited liability companies, the manager convenes the shareholders’ meeting. Members holding at least ten percent of share capital may demand a meeting or request additional agenda items.

What notice requirements apply?

The convening notice must reach shareholders well in advance of the meeting date.

For joint-stock companies, publication must occur at least 30 days before the meeting, though articles of association may require longer periods. The notice must include essential details such as the company’s name and registered office, the meeting’s date, time, and location, the proposed agenda, the record date for participation, and resolution proposals from the management or supervisory board.

Companies must publish the notice on the official AJPES website or in a daily newspaper with nationwide circulation. Alternatively, they may send the notice by registered mail to shareholders whose addresses appear in the share register.

For limited liability companies, the manager must send the convocation by registered letter at least 25 days before the meeting date.

How can AGMs be conducted?

Slovenian law offers flexibility in meeting formats.

• Physical meetings remain the default, with the convocation specifying date, time, and place. For joint-stock companies, proceedings must be recorded in notarial form.
• Virtual or hybrid participation is permitted if the articles of association allow it. Shareholders may participate electronically without physical presence, provided the company verifies shareholder identity and ensures secure communication.
• Fully virtual meetings are possible for joint-stock companies when specific conditions are met, including real-time transmission of the entire meeting, verified shareholder identity, secure electronic voting, and shareholders’ ability to exercise their information rights electronically.
• Written resolutions provide an alternative for limited liability companies. Shareholders may unanimously agree in writing to dispense with holding a physical meeting.

What are the quorum and voting requirements?

The rules diverge significantly between company types.

Joint-stock companies operate without a mandatory statutory quorum. The AGM may validly adopt resolutions regardless of attendance numbers, provided proper convocation procedures were followed. Articles of association may establish specific quorum requirements. Voting rights attach proportionally to share capital participation, with each no-par value share carrying one vote.

Limited liability companies require a quorum. The meeting may only adopt valid resolutions if members holding a majority of votes are present. Articles of association may provide for a subsequent meeting where resolutions pass regardless of attendance. Voting power follows a different formula: each completed EUR 50 of capital contribution grants one vote.

How do shareholders appoint proxies?

Any shareholder entitled to attend the AGM may authorise a legally capable person to attend and vote on their behalf. The proxy appointment must be in writing and submitted to the company. The proxy enjoys the same rights as the shareholder, including speaking at the meeting and asking questions.

For listed companies and virtual meetings, shareholders may appoint proxies electronically if the articles of association permit this. Shareholders may revoke proxy appointments at any time using the same method.

Slovenian law does not prescribe a mandatory proxy form template. Companies conducting organised proxy solicitation typically provide their own forms. Where someone offers to represent shareholders without prior authorisation, they must disclose any circumstances suggesting potential conflicts of interest.

What financial statement requirements apply?

Companies must close their accounting books annually and prepare the annual report within three months after the financial year ends. For consolidated reports, the deadline extends to four months.

Large and medium-sized capital companies must have their annual reports audited within six months after the financial year ends. Management must then submit the audited report to the competent corporate body no later than eight days after receiving the auditor’s opinion.

The supervisory board reviews the annual report and the proposal for distributable profit. If the supervisory board confirms the annual report, it is deemed adopted. The AGM only decides on adoption if the supervisory board has not confirmed it.

How are dividend decisions handled?

The AGM decides on distributable profit based on proposals from management and supervisory bodies. The resolution must specify the amount of distributable profit, the portion distributed to shareholders, allocations to reserves, and retained earnings carried forward.

Companies must submit to AJPES their annual reports together with the proposal for profit distribution and the actual distribution. For large and medium-sized companies, the deadline is eight months after the financial year ends. Small companies must file within three months.

Slovenian law does not require separate government notification specifically about dividend decisions beyond these mandatory filings.

Can an AGM be postponed?

The Companies Act contains no explicit provisions governing AGM postponement once a meeting has been convened.

In practice, if rescheduling becomes necessary, companies must cancel the original meeting and convene a new one following standard notice requirements. This means publishing a new convocation with appropriate advance notice.

Critically, rescheduling does not extend statutory deadlines. Joint-stock companies must still hold their AGM within eight months after the financial year ends.

What penalties apply for non-compliance?

Slovenian law imposes graduated penalties based on company size and the nature of the violation.

Filing failures attract fines ranging from several hundred to tens of thousands of euros for companies, depending on size classification. Responsible individuals may face additional personal fines.

Deletion from the court register may result from repeated non-compliance. A company that fails to submit its annual report for two consecutive financial years creates grounds for deletion without liquidation. If no valid objection is lodged within the prescribed period, the company will be deleted, terminating its legal existence.

Future restrictions may also apply. Persons who receive final penalty decisions for certain filing violations may be prohibited from becoming founders or shareholders for a period of time.

Management and supervisory board members may face personal liability for damages caused by failure to convene the AGM within statutory deadlines.

What’s next?

Managing an AGM in Slovenia requires detailed planning and full legal awareness. The interplay between statutory deadlines, notarial requirements, and filing obligations leaves little room for error. For more insights into AGM processes in other jurisdictions, explore our article on Annual General Meetings in Monaco: A Complete Compliance Guide.

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