79 Bid opening 79 Selection 79 Legal protection of bidders

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1 11 SLOVENIA COUNTRY PROFILE 11 Basic data 12 Slovenia in brief 13 Reasons to do business in Slovenia 13 Economic trends 14 The upgraded institutional framework to boost the economy 15 The labour market s improvement continues 15 Low inflation 15 Human capital potential and innovation capacity 16 The positive trends are expected to continue 16 Technology-intensive industries and services sector are gaining in importance 17 Higher value added products are dominant in Slovenia s exports 20 Tourism 20 Privatisation 21 Renewed rise of foreign direct investment 22 Foreign investors in Slovenia 22 Slovenian investors abroad 22 Slovenia s performances in international comparisons 23 The main reference points 23 Slovenian diplomatic, consular and other representatives abroad 24 SPIRIT Slovenia 24 InvestSlovenia Team 25 SloveniaPartner Team 25 CMSR 24 FOREIGN TRADE REGIME 24 Trade between EU member states 24 Community goods 24 Trade with non-eu member states 25 Customs regulations 25 Legislative changes 25 TARIC 26 Origin of goods 26 Combined nomenclature and customs rate determination 27 Customs value 27 Consignments before customs authorities 27 Importing goods into the EU s customs territory 27 Acts and formalities before customs authorities 28 Customs-approved treatment or use of goods 28 Submission of a customs declaration 28 Import, export and transit procedures 29 Release of goods for free circulation 29 Suspensive arrangements and customs procedures with an economic impact 29 External transit 29 Customs warehousing 30 Inward processing 30 Processing under customs control 31 Temporary importation 31 Outward processing 3

2 32 Exports 32 Re-exportation, destruction and cession of goods 32 Free zones and free warehouses 33 Financing and insurance of Slovenian exports 34 Financing 34 Insurance of export credits and outward investments 34 Commercial risks 34 Non-commercial risks 35 FOREIGN INVESTMENT REGIME 35 Residents and non-residents 35 The principle of national treatment 35 The protection of foreign investors 36 Sectoral limitations 36 Real-estate investment 37 Dispute resolution 37 Investment treaties 38 Business incentives 38 Financial incentives 39 Fiscal incentives 39 Employment incentives 39 Slovene Enterprise Fund incentives 39 Export incentives 39 Internationalisation incentives 39 Local incentives 39 Other incentives 40 INVESTMENT IN EXISTING COMPANIES 40 Foreign exchange regime 40 Investment in securities portfolios 40 Credit operations 40 Deposits and current accounts 40 Non-residents 40 Residents 40 Payments and transfers 41 Cash payments between residents and non-residents 41 Cross-border cash transfers 41 Cross-border transfer of securities 41 Transfers of privately-owned capital 41 Foreign exchange transactions between residents 41 Foreign exchange market 42 Securities market 42 Authorised participants in the securities market 42 Brokerage company 43 Branches of investment firms 43 Securities Market Agency (SMA) 44 Stock exchange 45 The LJSE prime and standard markets 4 C e n t r e f o r I n t e r n a t i o n a l C o o p e r a t i o n a n d D e v e l o p m e n t

3 45 LJSE trading system 46 Clearing and settlement of trades executed on the LJSE 46 Clearing and settlements KDD 47 Types of securities traded on the LJSE 47 Conditions for admission to the regulated market 47 Public offer of securities 48 Public offer of securities issued by a foreign issuer 49 Issuers from EU member states 49 Third-country issuers 50 Investment funds and management companies 51 Management companies 52 Investment funds 52 Investment companies 52 Mutual funds 53 Alternative investment funds 54 State finacial assets 56 Mergers and acquisitions 56 Acquisitions according to the Takeovers Act 56 Takeover 56 Takeover bid 56 Mandatory takeover bid 56 Voluntary takeover bid 57 Successful bid threshold 57 Compensation and fair price 57 Concerted action 57 Exemptions from the obligation to make a takeover bid 57 Suspension of voting rights of an unlawful offeror 58 The takeover procedure 58 Takeover intention 58 Takeover bid 60 Outcome of the takeover bid 60 Special treatment of minority shareholders 61 Acquisitions according to the Competition Act 61 The concept of concentrations 61 Notification requirement 62 Procedure on concentrations 64 ESTABLISHMENT OF A COMPANY 64 Mutual provisions 64 Organisational forms 64 Size of companies 64 Founders 65 Legal personality 65 Registered name 65 Registered office 65 Economic activity 66 Representation/management 5

4 66 General partnership 66 Founders 66 Contributions 66 Relations between the partners 66 Dissolution 67 Limited partnership 67 Founders 67 Contributions 67 Relations between the partners 67 Dual company 68 Partnership limited by shares 68 Joint-stock company 68 Founders 68 Capital 68 Shares 69 Management 69 Management board/board of directors 69 Supervisory board 70 Shareholders meeting 70 Minority shareholders protection 70 Dissolution 71 European public company (Societas Europaea SE) 71 Limited liability company 71 Founders 71 Establishment 71 One-stop shops: VEM points 72 On-line registration: e-vem 72 Notary public 74 Capital 74 Shares 74 Management 74 Managers 74 Supervisory board 74 Shareholders meeting 75 Dissolution 75 Branch 75 Sole trader 76 PUBLIC PROCUREMENT 76 Treatment of foreign bidders 76 Types of public procurement procedures 77 Information about public procurement 77 Thresholds for publication on the single information portal 77 Thresholds for publication in the official journal of the EU 78 Content of the publication 78 Acquisition of tender documentation 78 Submission of the bid 78 Time terms 78 Documentation 6 C e n t r e f o r I n t e r n a t i o n a l C o o p e r a t i o n a n d D e v e l o p m e n t

5 79 Bid opening 79 Selection 79 Legal protection of bidders 80 Concessions 80 Law on Public-Private Partnership (PPP) 80 General principles 81 Eligible private partners 81 Procedures and general principles 81 Preliminary procedure 81 Concession Act 81 Tender 82 Selection procedure 82 Concession agreement 83 Settlement of disputes 83 Concessions on natural resources and public goods 84 LABOUR 84 Employing foreigners 84 Citizens of the EU, EEA and Switzerland 84 Foreigners from third countries 85 Single working and residence permit ( Single Permit ) 85 Consent of the Employment Service 85 Consent to employment, self-employment or work 86 Consent to employment 87 Consents for specific purposes 87 Seasonal labour by foreigners 87 The work of foreign representatives of Slovenian companies 88 The training and improvement of foreigners 88 Training of posted and Slovenian workers in associated companies 89 Cross-border provision of services 89 Workers seconded to other duties 89 The movement of persons within companies 90 Individual contractual services provided by foreigners 90 EU Blue Card 90 Self-employment 91 Step-by-step procedure for employing foreigners 91 Obtaining a single working and residence permit 91 Registration of residence with an administrative unit in Slovenia 92 Registration at the Health Insurance Institute 92 Registration at the FURS 92 The employer s obligations 93 TAXATION 93 Corporate income tax 93 Taxpayers and the scope of their tax liability 93 Tax exemptions 93 Taxation rate 93 Tax base 94 Exempt dividends and (partly) capital gains 7

6 95 Tax relief 95 Tax relief for investments in research and development 95 Tax relief for investments 95 Tax relief for employment 95 Tax relief for employing disabled persons 95 Tax relief for carrying out practical training within professional training 96 Tax relief for voluntary supplementary pension insurance 96 Tax relief for donations 96 Preventing the double taxation of income generated by residents outside of Slovenia 96 Tax on the transfer of assets, exchange of capital shares and mergers or divisions within the EU 97 Withholding tax 98 Flat-rate taxation 98 Tonnage tax 98 Special tax arrangements for venture capital companies 99 Special tax arrangements for deprived regions 99 Tax relief for employment 99 Tax relief for investments 99 Personal income tax 99 Taxable persons 99 Tax base 100 Tax rates 100 Tax allowances 101 Flat-rate taxation 101 Contractual work tax 102 Derivative instruments gains tax 102 Social security contributions 103 Value-added tax (VAT) 103 Tax rates 104 Taxable perons 105 Registration of foreign taxable persons 105 Appointment of a representative 105 VAT refunds to non-established taxable persons 105 VAT refunds to taxable persons established in another member state 106 VAT refunds to taxable persons established in a third country 106 Excise duties 106 Customs duties 107 Property tax 107 Tax on the transfer of immovable property 108 Tax on profits due to changes in land use 108 Charge for the use of building land 108 Motor vehicle tax 109 Circulation tax 109 Water vessel tax 109 Inheritance and gift tax 109 Environmentally-oriented taxes 110 Tax on insurance services 110 Tax on financial services 111 Bank balance sheet tax 8 C e n t r e f o r I n t e r n a t i o n a l C o o p e r a t i o n a n d D e v e l o p m e n t

7 111 Tax on gambling and concession fees 111 Tax on lottery tickets 111 Tax on winnings from conventional games of chance 112 ACCOUNTING AND AUDITING 112 Size of companies 112 Bookkeeping 113 Annual reports 113 Consolidated annual report 114 Audit 115 Publication 115 Publication relating to branches of third-country companies 116 USEFUL TIPS 116 Location 116 Time 116 Main cities 116 Language 116 Currency 116 Credit cards 116 Telephone 116 Important phone numbers 116 Internet 117 Public holidays in Distances between Ljubljana and main European cities 117 Diplomatic missions and consular posts 117 Entry visa 117 Business hours 117 Business etiquette 118 USEFUL ADDRESSES 124 LEGISLATION 9