Preoblikovanje samostojnega podjetnika v družbo z omejeno odgovornostjo

slovenian

2026

volume 52, issue 6/7

active legal standing   capital company   contract on transfer   court register   passive legal standing   resolution on transfer   sole proprietor   status transformation   subsidiary liability   universal legal succession

Narodna in univerzitetna knjižnica
(Obvezni izvod spletne publikacije)

Transformation of a sole proprietor into a capital company (LLC) under the Companies Act (ZGD-1) enables the hive-off of business-organized assets from the unified asset pool of an individual and their transfer to a new or acquiring company by way of universal legal succession. The company enters into all legal relations of the transferred enterprise, while the sole proprietor receives corporate shares in return. The transformation takes effect upon the entry of the transfer into the court register. Universal legal succession encompasses both material and procedural aspects. However, there are exceptions regarding rights that, due to their nature, are not transferred automatically (e.g., craft permits, representation before the Slovenian Intellectual Property Office as a trademark and design attorney). To acquire ownership rights to real estate, an entry in the land register is required in addition to the court register entry; until that moment, the new or acquiring company holds a “right in expectation”. Regarding liability for obligations incurred prior to the entry of the transfer, the individual (the sole proprietor who transferred the business) remains subject to unlimited, joint, and subsidiary liability with all their assets. Prior to enforcing a claim against the individual, the creditor must primarily issue a written demand for performance to the company. In litigation and enforcement proceedings, a status change does not automatically extinguish the legal capacity of the individual to be a party, and adapting the lawsuit or entering a new debtor requires appropriate procedural motions by the parties. Claims against the individual statute-bar five years after the publication of the transfer entry in the register, unless the claim against the sole proprietor is subject to a shorter limitation period.

11.11.2026