Implementation and scope

The Second Company Law Directive (as amended by Directive 92/101/EEC of 23 November 1992) was first implemented into the law of the Republic of Slovenia (“Slovenia”) in 2004 by Amendments to Companies Act (Zakon o spremembah in dopolnitvah Zakona o gospodarskih družbah (“ZGD-H”)), amending the (old) Companies Act (Zakona o gospodarskih družbah (“ZGD”)) in force at the time. In 2006, ZGD was derogated by the new Companies Act (“ZGD-1”). ZGD-1 incorporates all the provisions of the (old) ZGD with some additional amendments; provisions of the Directive are now implemented into Slovenian law by ZGD-1. EC Directive 2006/68/EC has been implemented into Slovenian law by the amendments to ZGD-1, namely by the Act amending the Company Act (Zakon o spremembah in dopolnitvah Zakona o gospodarskih družbah (“ZGD-1B”)).

In accordance with Article 1(1) of the Second Company Law Directive the limited company to which provisions of the Second Company Law Directive shall apply in Slovenia shall be the delniška družba (“d.d.”) – a limited liability joint-stock company with shares divided between the holders in form of securities (“delniška družba”). The European Company (Societas Europaea) is also established in the form of delniška družba.