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Professional
Investors
1. financial institutions (credit institutions, investment firms, other supervised financial companies, insurance companies, reinsurance companies, pension companies, (pension) funds, asset management companies, persons trading in commodities and commodity derivatives, local companies (municipalities) and other institutional investors)
2. large companies that meet at least two of these three conditions:
- the balance sheet value of assets is € 20.000.000,
- net annual turnover of € 40.000.000,
- the value of equity capital reaches € 2.000.000.
3. the Republic of Slovenia, other States, national or regional authorities, public law entities managing public debt, the Bank of Slovenia, other central banks, international and supranational institutions such as the World Bank, the International Monetary Fund, the European Central Bank, the European Investment Bank and other similar international organisations
4. other institutional investors whose regular business is to invest in financial instruments, including entities engaged in asset securitisation or other financing transactions.
Anyone who meets at least two of the following three criteria:
1. has already made several trades of significant value in the relevant markets, with an average frequency of at least ten trades per quarter over the last year. Significant value is defined as that which is not significantly in excess of the normal value of trades in that market,
2. the value of the portfolio of investments in financial instruments, including cash deposits, exceeds € 500.000,
3. has worked or has worked for at least one year in the financial sector in a position requiring knowledge of investment funds.
Who is a Professional investor by the Law? (Article 246 of ZTFI-1)
Article 246 of ZTFI-1
(Persons deemed to be professional clients)
(1) The following persons shall be deemed to be professional clients:
1. persons required to obtain appropriate authorisation from the competent supervisory authority of a Member State or a third country or in any other way obtain the right to operate on financial markets, specifically:
- credit institutions,
- investment firms,
- other regulated financial undertakings,
- insurance companies, reinsurance companies and pension companies,
- collective investment undertakings and management companies for managing such undertakings,
- pension funds and companies managing them,
- commodity and commodity derivatives dealers,
- local companies in the meaning defined in Article 4(1)(4) of Regulation (EU) 575/2013,
- other institutional investors,
2. large companies that meet at least two of the following criteria at the company level:
- the balance sheet value of their assets is at least EUR 20,000,000,
- their net annual sales income is at least EUR 40,000,000,
- the value of proprietary capital is at least EUR 2,000,000,
3. the Republic of Slovenia, and other countries or national or regional authorities, bodies governed by public law that manage public debt, the Bank of Slovenia and other central banks, international and supranational institutions such as the World Bank, the International Monetary Fund, the European Central Bank, the European Investment Bank and other similar international organisations,
4. other institutional investors whose regular activity is to invest in financial instruments, including entities dedicated to the securitisation of assets or other financing transactions.
(2) The brokerage company shall treat a person referred to in the preceding paragraph as a professional client unless it requests to be treated as a retail client.
Who is a Professional investor by Demand? (Article 247 of ZFFI-1 )
Article 247
(Conditions for treating other persons as professional clients)
(1) A person that is not considered a person referred to in paragraph one of Article 246 of this Act may also request to be treated as a professional client, including bodies governed by public law, local authorities and private individual investors (hereinafter: request to be treated as a professional client).
(2) A brokerage company may treat the person referred to in the preceding paragraph as a professional client if the conditions referred to in paragraphs four to six of this Article are met and if the request of such person was dealt with in accordance with the proceedings laid down by Article 248 of this Act.
(3) In the treatment of the person referred to in paragraph one of this Article as a professional client, the brokerage company may not assume that such person has the same knowledge and experience as the persons referred to in paragraph one of Article 246 of this Act.
(4) The request to be treated as a professional client shall have the legal effect of waiver of protection and other rights guaranteed by the brokerage company to retail clients on the basis of their general terms of operation in accordance with Section 7.2 of this Act only if the brokerage company performed an adequate assessment of the expert knowledge and experience of the client which, taking into account the characteristics of activities and services that the client intends to order from the brokerage company, gives reasonable assurance that the client is capable of making their own investment decisions and understands the risks related to such decisions.
(5) In the assessment under the preceding paragraph, the brokerage company shall assess the expert knowledge and experience of the members of the management body of the client and its other managers in accordance with the criteria comparable with those that serve as the basis for assessing the appropriateness of the members of the management body of supervised financial undertakings. If the client has the status of a micro or small enterprise in accordance with the ZGD-1, the assessment referred to in the preceding sentence shall comprise the persons authorised to conclude transactions on behalf of such enterprise.
(6) The assessment under paragraph four of this Article shall determine whether at least two of the following conditions are met:
1. the client has already concluded several transactions of significant value on appropriate markets with average frequency of at least ten transactions per quarter in the last year;
2. the value of the portfolio of its investments in financial instruments, including cash deposits, exceeds EUR 500,000;
3. the client works or has worked for at least one year in the financial sector in a position that requires knowledge of activities and services the client intends to order from the brokerage company.
(7) The transaction of a significant value on an appropriate market referred to in point 1 of paragraph six of this Article shall be deemed any transaction that significantly exceeds the usual values of transactions concluded on such market.