(Ne)dopustne zahteve po razkritjih podružnice tujega podjetja iz države članice EU

slovenian

2024

volume 50, issue 3/4

branch   foreign branch   freedom of establishment   registration in the court register

Narodna in univerzitetna knjižnica
(Obvezni izvod spletne publikacije)

Many companies, with the aim of entering a foreign market and expanding their business, are taking advantage of the opportunity to establish a foreign branch. This approach is generally permitted by law and reflects the freedom of economic initiative. For foreign companies from European Union (EU) member states, this is essentially facilitated on the EU’s internal market, which allows freedom of establishment within the EU and ensures that the establishment of a branch of a foreign company is comparable to the establishment of a branch of a domestic company. A branch, as an organisational unit, is not a separate legal entity but acts on behalf of and for the account of the (foreign) company. Its establishment requires registration in the court register of the country where the branch is established, without the need for initial capital. While a foreign branch is supposed to be equivalent to a branch of a domestic company, the law imposes stricter conditions and requirements for registration. In the article, the author examines the registration requirements for a foreign branch, focusing on the amendments to the Slovenian Company Act ZGD-1I and ZGD-1L and their impact on the registration process. The author assesses the registration requirements for a foreign branch in light of EU law, ensuring they do not obstruct the freedom of establishment under EU law. The registration of a foreign branch in Austria and Germany is similarly regulated, and their legal framework is also presented in the article.

08.12.2025