The amended act adds new restrictions to the establishment of companies which refer to infringements regarding payments for labour or unregistered employment in order to prevent unfair business practices related to payment for work. In addition, establishing companies is restricted for persons who have held over a 50 per cent stake in the capital of a limited liability company that has been deleted from the court register without liquidation in accordance with the Financial Operations, Insolvency Proceedings and Compulsory Dissolution Act.
A person who has acquired a share in a limited liability company that was established in the last three months will not be able to become the founder or partner of a limited liability company. This is supposed to make setting up additional companies as vehicles for sell-offs and playing creditors, the authorities and employees more difficult. The draft includes several exceptions so as not to prevent the establishment of limited liability companies by genuine entrepreneurs.
In order to improve corporate management, the amendments introduce the institution of internal auditing, amends provisions with regard to the audit commission and rule on insuring the responsibility of the members of management and supervisory bodies.
Also added were requirements regarding connected persons within corporate groups. It defines in greater detail the report, audit and consent to the corporate contract, as well as the rights of creditors within corporate groups.
The amendments also amend the penal provisions by adding new offences (e.g. for members of management, and management and supervisory boards). One of the novelties is that the level of the fine depends on the size of the company.
The draft amendment partly transfers into Slovenian legislation Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on annual financial statements, consolidated financial statements and related reports of some types of undertakings, amendments to Directive 2006/43/EC of the European Parliament and of the Council and repealing directives of the Council 78/660/EEA and 83/349/EEA and Directive 2014/56/EU of the European Parliament and of the Council of 16 April 2014 on amending Directive 2006/43/EC on required audits of annual and consolidated financial statements and regulates the implementation of the Regulation of the European parliament and of the Council 1606/2002/EC of 19 July 2002 on applying international accounting standards.