Cross‑Border Tax Forecast 2026 in Slovenia

As of 1 January 2026, fundamental changes were introduced that abolish the prior notification system for claiming tax‑neutral treatment in transfers of assets, share exchanges, mergers and demergers.

The amendment eliminates the previous mechanism that allowed notification to the tax authority and obtainment of a decision on tax neutrality prior to effectiveness of a transaction.

Under the new regime, notification for claiming tax‑neutral treatment can be filed only after the transaction is registered in the court register (and before the deadline for filing the corporate income tax return, or by 15 January for a transaction in the previous year in case of a share exchange transaction where shareholders of the acquired entity were natural persons).

The former system of prior notification provided companies with legal certainty and foreseeability regarding tax-neutral treatment of the planned transaction. This allowed businesses to assess tax risks upfront and restructure with greater predictability.

Under the new regime, this safeguard no longer exists, which significantly increases uncertainty for companies undertaking reorganisations.

Companies are expected to place greater emphasis on early expert analysis (pre-transaction tax due diligence) to understand the full impact of the tax effects of reorganisation.

Effective 1 January 2026 for the tax year 2026, a significant reform of the standardised expenses regime substantially changes the rules governing entry, exit and re‑entry into the system. This marks the most extensive overhaul of the regime in recent years.

The reform introduces several material changes:

• higher entry thresholds (50k, 85k or 120k as a two-year average), also applies to re‑entries
• introduction of progressive taxation for standardised taxpayers
• revised exit rules: mandatory exit based on a 2‑year average

The reform significantly affects planning and long‑term decision‑making for taxpayers:

• higher thresholds facilitate entry
• some taxpayers may face higher tax liability, especially those with higher revenues, where the previous 80% standardised expense rule no longer applies beyond that level (progressive taxation applies instead)
• the introduction of a 2‑year average test and the “0‑year rule” creates a higher risk of unexpected mandatory exit.

Taxpayers should:

• reassess their revenues to determine whether the standardised regime remains favourable under the new thresholds
• monitor revenues in respect of mandatory exit due to 2‑year revenue averaging.

Effective 1 January 2026, a new ESOP framework introduces a workers’ ownership cooperative as an intermediary through which owners may gradually transfer shares to employees.

The Act provides tax benefits for owners selling shares to the cooperative, employees receiving benefits through the cooperative and companies financing the cooperative structure.

ESOP structures became a new tool for facilitating succession and transition of ownership. Tax incentives may make employee ownership more attractive. Compliance and valuation rules will be key risk areas.

Companies should evaluate whether ESOP is suitable for succession or restructuring and assess potential tax benefits. Early legal and tax structuring is recommended.

Effective 1 January 2026, the amendment restructures and broadens the scope of individuals who must be insured mandatorily.

Individuals affected include:

• employees of foreign employers: persons performing work in Slovenia for a foreign employer or international organisation with a registered seat outside the EU/EEA or Switzerland, unless an international agreement provides otherwise
• shareholders and managing persons: including those acting through controlling companies, and shareholders who are also managing persons in companies registered in another EU/EEA/Swiss jurisdiction or a country with a bilateral social security agreement, whenever Slovenian legislation applies.

The legislator clarifies that the purpose of mandatory inclusion for employees of foreign employers is to align their position as closely as possible with employees working for Slovenian employers.

With respect to shareholders and managing persons, the legislator’s aim is to capture cases where a company is formally registered abroad but the centre of business interests is located in Slovenia, where a shareholder‑manager potentially also has permanent residence.

These changes increase the likelihood that certain cross‑border arrangements will fall under Slovenian social security rules.

Companies should assess which employees, shareholders or managing persons may need to enter Slovenian social security as of 2026.