Corporate restructurings and business succession
We advise owners and shareholders on converting a sole trader (s.p.) into a limited liability company (d.o.o.), on divisions and spin-offs, transfers of business activity and business succession — from structure and tax neutrality to corporate documents and entry in the court register.
A corporate restructuring is a change in a company's legal form — most often the transfer of a sole trader's business to a new or existing limited liability company. We run the entire process, from choosing the structure and ensuring tax neutrality to corporate documents and entry in the court register.
A corporate restructuring is not merely an administrative step; it is a decision about how the company will bear its liabilities, how it will be taxed, and how it will pass to the next generation or a new owner. On restructuring, the new or acquiring company, as universal legal successor, enters into all the legal relationships of the transferred business, while tax neutrality is possible only if the process is carried out in accordance with the Companies Act (ZGD-1). Our task is to define the right structure and the correct sequence of steps, and to ensure the restructuring achieves its business objective without unnecessary tax and legal consequences.
Five situations in which it is worth getting in touch.
- Your sole trader business has outgrown its form and you are considering converting to a limited liability company for limited liability and tax treatment.
- You are planning a division or spin-off of an activity, assets or a business unit.
- You are preparing business succession — the transfer of the company to a successor within the family or to a third party.
- You are reorganising a group: transferring an activity, setting up a holding company or restructuring ownership interests.
- You want the restructuring to be implemented in a tax-neutral manner and in the correct sequence of steps (the Companies Act and the Personal Income Tax Act). Co-financing may be available for some steps — for example a voucher from the Slovenian Enterprise Fund (SPS) — though this depends on current calls and is not guaranteed.
From structure to registration.
Analysis and restructuring structure
We define the objective, risks, tax consequences and timeline, and select the appropriate form (transfer to a new or to an acquiring company).
Conversion from s.p. to d.o.o.
We prepare the resolution or agreement on the transfer of the business and the corporate documents, and ensure universal legal succession and tax neutrality.
Divisions and spin-offs
We carry out the legal division, spin-off or hive-down, including the division plan.
Business succession
We prepare a plan for transferring the company to a successor, the transfer of business shares and a phased handover of management and ownership.
Corporate documentation and instruments
Articles of association, shareholder resolutions and registry filings. Coordination with the notary.
Coordination with advisers
We coordinate with your accountant and tax adviser. Where appropriate, we assist with assessing eligibility for an SPS voucher and coordinate the application with the relevant advisers.
Managing the process through to registration
We follow the procedure through to entry of the changes in the court register.
Structure and sequence determine the consequences.
In corporate restructurings, legal and tax mistakes often surface only later — when tax is assessed, when contracts and licences are transferred, or in a dispute between successors. Because the new company, as universal legal successor, assumes all the obligations of the transferred business, what is transferred and in what order matters. A well-considered structure does not replace the business decision, but it allows the restructuring to be carried out tax-neutrally and without later complications.
A restructuring is not merely a change of form; it is a reflection on the company's future.
Domen Krištof
He leads the firm's corporate law practice and advises on corporate restructurings, divisions and spin-offs, transfers of business activity and business succession. His work covers both the preparation of corporate documents and the assessment of the tax and risk aspects that affect the feasibility and consequences of a restructuring.
View profile →Corporate restructurings: frequently asked questions
When is it worth converting a sole trader (s.p.) into a limited liability company (d.o.o.)?
Most often as the volume of business grows, when the sole trader's personal liability with all their assets becomes too great, or when operating through a d.o.o. becomes more favourable from a tax perspective than continuing as an s.p. The decision depends on profit, risks and plans, so it is worth assessing it from a legal and tax perspective before implementation.
Is converting an s.p. into a d.o.o. tax-neutral?
It can be, if carried out in accordance with the Companies Act provisions on the transfer of a business. Tax neutrality means there is no immediate taxation on transfer, but the conditions are formal and must be observed strictly.
How does business succession work?
Business succession is the transfer of a company to a successor, within the family or to a third party, and usually proceeds in stages: first the transfer of management, then of ownership, or through the transfer of business shares. Settling the legal and tax position in advance reduces the scope for disputes and uncertainty.
What is the difference between a division and a spin-off?
In a division the company is split up, whereas in a spin-off part of the activity or assets is separated into a new or existing company while the original company remains. The choice depends on the objective — separating activities, bringing in a partner, or preparing for a transfer.
How long does converting an s.p. into a d.o.o. take?
As a rule the process is completed within a few weeks, depending on the preparation of the instruments, the notary's involvement and the entry in the court register. We assess the timeline after reviewing the starting position.
Related insights
Converting an s.p. into a d.o.o.: steps, tax consequences and pitfalls
How the conversion works, what universal legal succession means, when it is tax-neutral, and the pitfalls to watch for.
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