Following the third paragraph of Article 545 of the Companies Act (ZGD-1), subsidiaries must prepare a report on relations with related companies within the first three months of the fiscal year. This is a separate report that companies prepare in addition to the annual (accounting) report. Which companies are considered dependent is defined by Article 54 of ZGD-1.
The report should include:
a) all legal transactions that the company entered into in the past fiscal year with the controlling company or a related company or at the initiative or in the interest of these companies, and
b) all other actions that it took or failed to take at the initiative or in the interest of these companies in the past fiscal year.
For legal transactions, the fulfillment and counter-fulfillment are stated.
For actions, the reasons for them, benefits, and disadvantages to the company are stated. Regarding the compensation for disadvantages, it is precisely stated how compensations actually took place during the fiscal year. It also details what benefits the company is entitled to. These entitlements are based on the legal transaction that established the claim for compensation for the disadvantages mentioned in the previous paragraph.
On April 9, 2024, the Public Audit Oversight Agency issued a new opinion stating that most companies only disclosed the total amount of receivables, liabilities, revenues, and expenses generated by each related company, which they found insufficient. Given this, auditors are expected to pay special attention to this report for the year 2024. Therefore, we suggest that you review and appropriately supplement your reports.
The full opinion of the agency in Slovene is available at the link HERE.
For more information and assistance with submitting documentation, please contact our advisors via the INQUIRY FORM.
