US Company Formation from Slovenia (2026): Normiranec s.p. After the 2026 Reform, 22% Corporate Tax, 25% on Dividends, the US–Slovenia Treaty and the US LLC vs C-Corp Choice

Slovenia has high personal taxes and a very popular escape from them: the normiranec, a sole proprietor (s.p.) who is taxed on deemed profit instead of actual profit. For years it gave developers and consultants an effective income tax of around 4% of revenue. In 2026 the regime was overhauled, with new entry limits and a recognised-cost percentage that falls as revenue grows, so higher earners lose much of the benefit.

That has pushed some Slovenian freelancers to look at a d.o.o., and some at a US LLC. This guide explains the Slovenian options in 2026, how Slovenia treats a US company and when it becomes Slovenian-resident, the US–Slovenia treaty, and how US LLC formation compares with US C-Corp formation for individuals, d.o.o. owners and start-ups.

In short: Slovenians can own 100% of a US LLC or C-Corporation, formed remotely. In 2026 the normiranec regime is open to full-time s.p. owners with revenue up to €150,000 (€70,000 for others), with recognised costs falling at higher revenue. Corporate tax is 22% (raised from 19% for 2024–2028), dividends are taxed at 25%, and personal income tax reaches 50%. A US company managed from Slovenia can be a Slovenian tax resident. The US–Slovenia treaty limits US withholding on dividends to 15% (5% for companies owning 10% or more), and on interest and royalties to 5%. With UCB, a Wyoming LLC with EIN is $249 and a Delaware corporation with EIN is $358, all-in.

Slovenian options in 2026

The normiranec s.p.

A normiranec is an s.p. that, instead of deducting actual costs, deducts a fixed percentage of revenue as recognised costs (normirani stroški), and pays a final 20% tax on the rest. Before the reform, recognised costs were 80% of revenue up to €50,000 and 40% above, which gave an effective income tax of 4% to 12% of revenue.

The intervention law passed in May 2026 changed the regime:

• Entry limits rose to €150,000 of revenue for fully insured self-employed people and €70,000 for others, such as those with a part-time s.p.
• Recognised costs remain 80% on the first slice of revenue but fall in steps on higher slices, so more of the revenue above the first band is taxed.

Secondary sources disagree on the exact bands, so ask your računovodja for the bands that apply to you. The principle is clear: the normiranec is still very attractive at moderate revenue and much less so near the top of the range.

The d.o.o.

A d.o.o. pays 22% corporate tax (temporarily raised from 19% for 2024 to 2028 to fund flood reconstruction). Dividends to individuals are taxed at a final 25%. Together, a d.o.o. that pays out all its profit carries about 41.5%, before social contributions on any salary.

Personal income tax

Employment and business income outside these regimes is taxed at progressive rates up to 50%. Social contributions are high. These are the rates a normiranec or a d.o.o. is designed to avoid.

How Slovenia treats a US company

A US LLC is a legal person under its state law. Slovenia generally treats it as a foreign company, not as transparent. Distributions to a Slovenian individual are dividends taxed at 25%. The US does not withhold on a disregarded LLC's distributions, so there is no US tax to credit.

A foreign company with its place of effective management in Slovenia is a Slovenian tax resident, taxed at 22% on its worldwide profits. A single-member LLC run by its owner from Ljubljana is managed from Slovenia. FURS can then treat it as a Slovenian company: 22% on profits, 25% on dividends, Slovenian bookkeeping. That is the d.o.o. result with extra cost.

Slovenia's CFC rules apply to Slovenian companies that control low-taxed foreign entities with mainly passive income.

The US–Slovenia treaty

The treaty in force since 2001 limits US withholding on payments to Slovenian residents:

It also limits US tax on business profits to a US permanent establishment. Claim it on Form W-8BEN or W-8BEN-E (see W-8BEN-E vs W-8BEN explained). Slovenians are eligible for the E-2 treaty investor visa.

US LLC formation from Slovenia

US tax position

A single-member LLC with a non-resident owner pays no US income tax if the owner works from Slovenia and the LLC has no US office, employees or dependent agents (see effectively connected income explained). The LLC files Form 5472 with a pro forma Form 1120 every year, and the penalty for missing it is $25,000 (see Form 5472 explained).

Example: a developer in Ljubljana

These are illustrative figures, not a client case, at €0.92 to the dollar.

Nina is a full-stack developer in Ljubljana with US$95,000 (about €87,000) of annual revenue from US clients.

• As a normiranec s.p., after the 2026 reform she still deducts 80% recognised costs on the first band and less on the rest, and pays 20% on the remainder plus social contributions. Her income tax is still well under 10% of revenue.
• Through a d.o.o., she pays 22% corporate tax and 25% on dividends.
• Through a US LLC run from Ljubljana, the LLC is likely Slovenian-resident: the same result as a d.o.o., plus US compliance costs.

She stays a normiranec. Her largest client prefers a US vendor, so she forms a small Wyoming LLC that contracts with the client and pays her s.p. for her work. Her revenue in Slovenia is unchanged, and the US side owes no tax.

US C-Corp formation from Slovenia

US tax position

A US corporation pays 21% federal tax on its profits plus state tax, and files Form 1120 and Form 5472 every year (see the 21% corporate tax explained and the C-Corp guide for non-residents). Under the treaty, its dividends to a d.o.o. owning 10% or more are withheld at 5% and are generally exempt in Slovenia.

Start-ups

Slovenia has produced several global consumer and B2B technology companies, many of which moved their parent company to the USA as they grew. The usual structure is a Delaware C-Corporation at the top, with the Slovenian d.o.o. as the development subsidiary:

• Investors buy shares in the Delaware company.
• The d.o.o. invoices the Delaware company for development at cost plus a margin, taxed at 22% in Slovenia.
• The flip, exchanging d.o.o. shares for Delaware shares, must be planned. Slovenia taxes gains on shares, and the timing matters.
• Royalties for IP the d.o.o. keeps carry only 5% US withholding under the treaty.

See raising US investment as a foreign founder.

Example: a Celje industrial supplier

Take an illustrative case: a Celje manufacturer of precision components opens a US sales and warehousing company in Ohio to supply US customers just in time. It forms a Delaware corporation that buys components from the d.o.o., holds stock and employs a sales engineer. The US company pays US tax on its distribution margin, and dividends to the d.o.o. carry 5% US withholding. See US subsidiary for a foreign company.

Which state

• Wyoming or New Mexico for a small LLC.
• Delaware for a start-up or subsidiary.
• The state where US staff and stock will be.

See best state for non-residents and the state selector.

What it costs

UCB's prices include state fees and the first year of registered agent service:

• Wyoming LLC with EIN: $249, or $348 with a US bank account application.
• Delaware corporation with EIN: $358.

A Wyoming LLC costs $121 a year to keep active, or $421 with the annual federal return. A Delaware corporation costs $578 a year. A US business address with your own suite number is $60 a year. See what a US LLC costs every year.

Documents and banking

For an individual, a Slovenian passport or ID card and proof of address. For a d.o.o., an AJPES register extract, translated into English, and the members' decision approving the US company. US fintech banks accept Slovenian owners readily. See US business bank accounts for non-residents and Stripe for non-residents.

Mistakes to avoid

• Giving up the normiranec regime for a US LLC that costs more in tax.
• Running a US LLC from Slovenia and forgetting it may be Slovenian-resident.
• Not declaring LLC distributions at 25% because no US tax was withheld.
• Planning a Delaware flip without Slovenian tax advice.
• Missing Form 5472 in a year when no US tax was due.

Frequently asked questions

How does Slovenia treat a US LLC? Generally as a foreign company. Distributions are dividends taxed at 25%, and an LLC managed from Slovenia can be a Slovenian tax resident.

Is the normiranec still worth it after 2026? At moderate revenue, yes. Higher earners lose more of the benefit because recognised costs fall on higher revenue bands.

Is there a US–Slovenia tax treaty? Yes. Dividends 15% (5% for companies owning 10% or more), interest 5%, royalties 5%.

What is the best US structure for a Slovenian start-up? Usually a Delaware C-Corporation at the top, with the d.o.o. as a subsidiary.

Does my US LLC pay US tax? Not if it has no US office, staff or agents. It files Form 5472 and a pro forma 1120 every year.

How UCB can help

We form US companies for Slovenian owners and d.o.o. companies remotely: the state filing, EIN, registered agent, US business address and bank application. We prepare W-8BEN-E treaty forms, and each year we file the US returns through our US tax filing service. See our formation, EIN and bank account package and the Croatia and Austria guides for neighbouring rules.

Setting up a US company from Slovenia? WhatsApp us at +1 315 961 2956 or email enquiries@ucbsolutions.com.