Companies Act (Zakon o gospodarskih družbah (ZGD-1)):
http://pisrs.si/Pis.web/pregledPredpisa?id=ZAKO4291

Register of Companies Act (Zakon o sodnem registru):
http://pisrs.si/Pis.web/pregledPredpisa?id=ZAKO320

Decree on the registration of companies and other legal entities in the company register (Uredba o vpisu družba in drugih pravnih oseb v sodni register):
http://www.pisrs.si/Pis.web/pregledPredpisa?id=URED4484

Business Register of Slovenia Act (Zakon o Poslovnem registru Slovenije):
http://www.pisrs.si/Pis.web/pregledPredpisa?id=ZAKO3726

Decree on keeping and maintaining the Slovenian Business Register (Uredba o vodenju in vzdrževanju Poslovnega registra Slovenije):
http://www.pisrs.si/Pis.web/pregledPredpisa?id=URED4247

Instruction on type and range of data for a particular legal and organisational form of a Business Register of Slovenia Unit (Navodilo o vrstah in obsegu podatkov za posamezno pravnoorganizacijsko obliko enote Poslovnega registra Slovenije):
http://www.pisrs.si/Pis.web/pregledPredpisa?id=NAVO838

Decree on the Standard Classification of Institutional Sectors (Uredba o standardni klasifikaciji institucionalnih sektorjev):
http://pisrs.si/Pis.web/pregledPredpisa?id=URED6595

Decree on the Standard Classification of Activities (Uredba o standardni klasifikaciji dejavnosti):
http://www.pisrs.si/Pis.web/pregledPredpisa?id=URED4092

Personal Data Protection Act (Zakon o varstvu osebnih podatkov):
http://pisrs.si/Pis.web/pregledPredpisa?id=ZAKO3906

Prevention of Money Laundering and Terrorist Financing Act (Zakon o preprečevanju pranja denarja in financiranja terorizma (ZPPDFT-1)):
http://www.pisrs.si/Pis.web/pregledPredpisa?id=ZAKO7132

Rules on the establishment, maintenance and management of the Register of Beneficial Owners (Pravilnik o vzpostavitvi, vzdrževanju in upravljanju Registra dejanskih lastnikov):
http://www.pisrs.si/Pis.web/pregledPredpisa?id=PRAV13022

The type of legal entity and registered office of said legal entity are used as criteria.

The international conventions which must be respected have already been incorporated into the Companies Act-1:
Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEC, and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU, and Regulations (EU) No 1093/2010 and (EU) No 648/2012, of the European Parliament and of the Council.
Eleventh Council Directive 89/666/EEC of 21 December 1989 concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law.
Directive 2005/56/EC — cross-border mergers of limited liability companies.
Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies.
Directive 2009/38/EC of the European Parliament and of the Council of 6 May 2009 on the establishment of a European Works Council or a procedure in Community-scale.
Directive 2009/101/EC of the European Parliament and of the Council of 16 September 2009 on coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 48 of the Treaty, with a view to making such safeguards equivalent.
Directive 2009/102/EC of the European Parliament and of the Council of 16 September 2009 in the area of company law on single-member private limited liability companies.
Directive 2011/35/EU of the European Parliament and of the Council of 5 April 2011 concerning mergers of public limited liability companies.
Directive 2012/30/EU of the European Parliament and of the Council of 25 October 2012 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty on the Functioning of the European Union, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent.
The following Directives of the European Union have been partially transposed into the Companies Act-1:
- Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC (OJ L 157 of 9.6.2006, p. 87), as last amended by Directive 2014/56 / EU of the European Parliament and of the Council of 16 April 2014 amending Directive 2006/43 / EC on statutory audits of annual and the consolidated accounts (OJ L 158, 27.5.2014, p. 196) (hereinafter referred to as Directive 2006/43 / EC)
and
- Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19; hereinafter referred to as Directive 2013/34 / EU), as last amended by Directive 2014/95 / EU of the European Parliament and of the Council of 22 October 2014. amending Directive 2013/34 / EU as regards the disclosure of non-financial and diversity information of certain large companies and groups (OJ L 330, 15.11.2014, p. 1).
However, the implementation of the following regulations of the European Union is regulated:
Council Regulation (EEC) No 2137/85 of 25 July 1985 on the European Economic Interest Grouping (EEIG).
Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards.
Commission Regulation (EC) No 1126/2008 of 3 November 2008 adopting certain international accounting standards in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council .
Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE).
Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation)

No.

In Slovenia, the court register is maintained by the District Courts and is used for the registration of the following entities: Unlimited Companies, Limited Partnerships, Private Limited Companies, Public Limited Companies, Limited Partnerships With Share Capital, European Public Limited-Liability Companies, Economic Interesting Groupings, Cooperatives, European Cooperative Societies, institutions, Associations of Institutions and other legal entities for which the law requires entry in the court register.
The following entities are also registered in the court register: subsidiaries of a company from Art. 31 of the Slovenian Companies Act – 1 [Zakon o gospodarskih družbah – 1 (ZGD-1)], subsidiaries of a foreign company from Art. 676 of the Slovenian Companies Act and part of the other legal entity from the previous passage, if required by law to be registered in the court register.
The Agency of the Republic of Slovenia for Public Legal Records and Related Services [Agencija Republike Slovenije za javnopravne evidence in storitve (in short: AJPES)] also maintains a Business Register for all business entities that have their registered office on the territory of the Republic of Slovenia and which perform their business activity, and for their subsidiaries, foreign company subsidiaries, as stipulated by the law governing companies and other parts of business entities. The Business Register is the primary register for those business entities which – according to law – must be registered in the Slovenian Business Register [Poslovni register Slovenije (PRS)] only, and for those business entities which are founded directly with a regulation or on the basis of the regulation and which are not entered in any other register. For all other business entities (clubs, institutions, foundations, political parties and natural persons which perform a registered activity), PRS is a derived register since these business entities are registered when entered into the primary register or official record with some other registration body and are only then entered by AJPES into PRS.
Companies gain the characteristic of a legal entity when they are registered. Before being recorded in the register, the relations between associates (hereinafter referred to as associates) have to apply to the rules on the civil & legal Articles of Association (societas). If a person appears on the company's behalf prior to registration, he is liable personally with his/her complete property; if there are several such persons, they are all jointly and severally liable. If associates acquire any rights with such representation, they have to transfer them to the company after registration of the company, except if the company objects to such a transfer.
https://www.ajpes.si/Iscem

Foreign companies perform their activity in the Republic of Slovenia mostly through their subsidiaries. The subsidiary acts in the name and on behalf of a foreign company whereby it has to use the firm (name) of the parent company, its registered office and its own firm (Art. 679 of ZGD-1). The foreign company is liable for all obligations developed by subsidiary business with its complete property. To establish a subsidiary, no capital stock contribution is necessary. The subsidiary is not a legal entity, but it can perform all transactions or only a part of activities which can be performed by the parent company. The decision on the registration of the domestic or foreign subsidiary in the court register is made by the court. When founding a subsidiary in Slovenia, two legal regulations are to be taken into consideration - the Companies Act (ZGD-1) which governs status aspects of subsidiary establishment in the Republic of Slovenia, and the Directive 2012/17/EU of the European Parliament and of the Council on disclosures of subsidiaries which governs the obligation of disclosure of some documents and data by subsidiaries if the subsidiary is opened in an EU Member State.

If a foreign legal entity wishes to obtain any right in the Land Register (ownership/other material rights), it must first obtain a registration number in the Republic of Slovenia. The record of these foreign legal entities with registration numbers is also evident from the Business Register maintained at AJPES.

About the Private Limited Company:
General Manager (Director) is the essential operating body of the company, who runs the company’s business and represents it under his/her own responsibility. He is one of the company’s legal representatives. Based on a legal Power of Attorney, he can adopt all decisions in the frame of company’s operations and all decisions concerning business with third parties. The director is entered into the court register.
Procurators – have a special form of general powers which provide them with the right to conclude all legal transactions which the company may conclude within the framework of its legal capacity. The only type of transactions which cannot be concluded by procurator is the alienation or encumbrance of the company’s real estate. The procurator is registered in the court register.
Other authorised persons are persons who may – on the basis of a special Power of Attorney – conclude only certain legal transactions for the company, on behalf of the company.
About the Public Limited Company:
Since 2006, shareholders have been able to choose between the one- or two-tier management system, which is defined in the company’s statute.
In the two-tier management system, the Public Limited Company has the Supervisory Board and the Management Board. The role of the Supervisory Board is to oversee the management of the company’s transactions and business, which gives it the right to require the Management Board to report on questions as defined by law and on questions that seem to be important to it. The law stipulates that the Supervisory Board must consist of at least three members, namely as representatives of shareholders’ interests (these members are appointed by the Shareholders’ Meeting) and workers’ representatives (as stipulated by the Act on Participation of Workers in Management). The company’s Management Board has two functions: management and representation of the Public Limited Company. The Management can be an individual or a collective body and the Management member can be any natural person that has an unlimited business capacity, also if he is not a shareholder. Management members (Directors) are appointed by the Supervisory Board. A company with a two-tier management system, that employs over 500 people, also has a Workers’ Director who is appointed to the Management Board by the Workers’ Council.
The basic characteristic of the one-tier system of management of a Public Limited Company is that the supervisory and managerial corporate function is carried out only by one body, i.e. the Management Board. The Management Board is the most important corporate body and it is competent for the management of transactions and supervision over the company’s activities. It can partially transfer its competences to the executive directors, who have to apply the instructions and resolutions of the Management Board and the Shareholders' Meeting, or the statute or the rules of procedure used for the operations of executive directors. The statute can also define that executive directors are authorised to represent the company and thus have the status of a legal representative. The company can be represented only by its executive director who is at the same time also a member of the Management Board. The Executive Director, who is not also a member of the Management Board, can represent the company only on the basis of a special Power of Attorney for a proxy received from the Management Board. The powers of the Executive Director can be limited by statute or a resolution adopted by the Management Board. This must be entered also in the court register or restrictions of powers have no effect towards third parties. If several Executive Directors are appointed, they represent the company together, except if the statutes or rules of procedure of the Management Board contain a different stipulation.
The Management Board members and Executive Directors can only be those natural persons who have an unlimited legal capacity. The Management Board is a collegial body which must have at least three members. The exact number of members is defined by the company's statutes and/or governing instrument.
In a company that has a one-tier system of management, employing over 500 people, one of the workers’ representatives is, upon the proposal of the Workers’ Council, appointed Executive Director in the Management Board.

The members of management and supervisory bodies are registered in the court register. The court register can be found on the AJPES platform in conjunction with the Business Register. Therefore, the website displays “Court/Business Register”.
https://www.ajpes.si/Iscem

Each entry in the court register has legal effect towards third parties from the date on which the entry in the court register becomes public (publicity effect), unless the law contains a different stipulation. After data registration in the court register is published, it is considered in connection with the persons appointed as representatives, in relation towards third parties, that these persons are entitled to represent the subject of the registration, irrespective of any deficiency in the process of their appointment. The subject of registration can refer to these deficiencies in relation to third parties only if it can be proved that the third party was aware of this fact. Whoever deals conscientiously in legal traffic and relies on the information registered in the court register is not affected by detrimental legal consequences.

Also, the subject of registration can, in relation to third parties, refer to the registered information and the content of documents which are the basis for entries in the court register or which have to be submitted to the court register for the sake of publication, except if proved that the third party was aware of this information or of the content of these documents.

From the day the information was entered in the court register or the document submitted to the court register was published, no person may claim that he was not aware of this information and of the content of documents used as a basis for the entry of this information, or that he was not aware of such information and the content of documents used as a basis for registration of this information, or with the content of the document submitted to the court register, unless there is a different stipulation in law.

The principle of illimitability of powers on the side of the legal representatives is the basic principle of representation of economic subjects and it applies to all status & legal forms of companies according to ZGD-1, and it is incorporated in Art. 32 ZGD-1. From this point of view, therefore, it is a mandatory stipulation. The possibility of restricted representation is open if the company has several legal representatives with joint representation (i.e. two directors jointly represent the company), which must, however be provided for in the Articles of Association, Memorandum of Association of statute.

The procurator as special proxy is limited already by law with regard to real estate transactions, but the possibility of joint representation can be defined in the Articles of Association, either with the other Procurator or with the General Manager of the company.

Restrictions which are defined by law or statute and which are registered in the court register (i.e. joint representation) are effective towards third parties from the day of publication in the court register (principle of publicity).

Other restrictions of representation powers (i.e. restriction of representation of director when concluding certain transactions, etc.), which are not entered in the court register, do not create any effects in relation to third parties. Such a transaction is accordingly considered as legally valid regardless if a third party was aware of the restriction of powers of the General Manager or not.

Although some restrictions of General Manager powers of representation in relation to third parties will have no effect, this does not mean that this restriction will generate no internal effects between the company and the General Manager. If the General Manager exceeds his powers, he will be liable towards the company for any damage caused and the company may take suitable actions against him.

The representative can prove his right of representation with a Regular Extract from Business/Court Register and with his personal identification card/passport (document with his photo). Since the entry of company’s General Manager in the court register is of declarative nature, he can also prove his identity with a suitable resolution of the body competent for the appointment and recall of the Management Board of the company as well as with the Articles of Association/statute where it is evident which body is competent. The current Articles of Association or statute are public documents held in the document collection of the court register, available through the website of AJPES.

Restrictions which are stipulated by law or statute and which are entered into the court register (i.e. common representation) are effective in relation to third parties from the day of their publication in the court register.

The company representative can have limitations written down in the Articles of Association or in the Employment Agreement that are bound with the consent of the Shareholders’ Meeting, the Supervisory Board or the Management Board.

Although certain restrictions of powers of the General Manager for representation in relation to thirds parties will not be effective, this does not mean that such restriction will be left without internal effects between the company and the General Manager.

If the General Manager exceeds his powers, he shall be liable towards the company for the damage caused and the company can take suitable steps against this General Manager.

Insight into the court register/business register:
https://www.ajpes.si/Iscem

English:
https://www.ajpes.si/?language=english

The information to court register is available in English, however, this translation does not have the effect of a certified court interpreter.

The AJPES also maintains the register of beneficial owners and it represents a database where information about beneficial owners is collected in order to ensure transparency of ownership structures of business entities and in order to prevent any misuse of business entities for money laundering and terrorist financing. The beneficial owner is any natural person who is the final owner of a business entity or who otherwise controls that entity, or a natural person on whose behalf a transaction is carried out.
https://www.ajpes.si/Registri/Drugi_registri/Register_dejanskih_lastnikov/Splosno
To date, the register is not available in English.