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A certified lease contract as a sufficient document for the entry of business address in the court/companies register


The Act Amending the Companies Act (ZGD-1H) was adopted at the end of 2013, which in addition to changing the restrictions regarding the establishment of companies and sole traders and the acquisition of a shareholder status, also brought an additional restriction on registering a business address. The ZGD-1H specifies that a company or sole trader who is not the owner of the building at the address it wishes to register its business address must enclose to its registration a certified statement from the building's owner indicating that the latter permits the operations of such company or sole trader at that address. The purpose of the amendment was to prevent cases of establishing companies and sole traders without the approval or consent of building owners. On the other hand, the amending act aimed to encourage companies and sole traders to regulate relations between the latter and building or business premises owners in a legally specified manner. Non-compliance can be sanctioned not only by deletion from the companies register ex officio (which was already previously possible), but also by imposing a fine. A fine of EUR 1,600 will be imposed against a corporate entity that, as its business address, registers an address of a building whose owner is another person who has not provided his/her/its approval for operations at this address.

The amending act does not specify the precise form and content of the building owner's statement, except for the obligation to certify the owner's signature. To avoid increased costs, given that the amending act does not explicitly stipulate that a notary public must certify the statement, in practice owners often certify their signatures at an administrative unit. The Ministry of Economic Development and Technology, which is responsible for overseeing the implementation of the aforementioned statutory provisions, presented a non-binding interpretation of the form and content of a building owner's statement. To avoid increased administrative burden for companies and sole traders in Slovenia, a certified copy of a business premises lease agreement, which clearly indicates the lessor's approval issued to the lessee to register its business address at the address of the building where the business premises are located, will also be deemed an appropriate statement. We agree with this position and recommend that companies and sole traders insert as a special provision in the lease agreement or in an annex thereto the lessor's approval indicating that the latter permits operations and the registration of a business address at the address of the his/her/its building.