The Law on corrections of Company law has gone into power on June 9, 2018 (hereinafter: “the Law”). In any case, just a piece of its arrangements began to apply as of that day. The second part, or, in other words some portion of the Law, will begin to apply from October 1, 2018. The most essential arrangements among these are the ones concerning enlistment of email address, utilization of seals, endorsement of legitimate activities with individual intrigue and offer capital’s decrease. At long last, the third part is committed to new types of business substances, during the time spent harmonization of Serbian law with the law of the European Union (hereinafter: “the EU”). It will begin to apply from January 1, 2022.
The changes mean to enhance the conditions in which business substances lead their business in the Republic of Serbia (further: “the RS”), to beat insufficiencies in the Company law which have been available up until this point, and in addition to blend Serbian legitimate framework with the EU lawful framework.
Considering the large number of oddities that the Law presented, we concentrated on the ones that we observe to be the most critical. We depicted the alterations beginning from the basic arrangements of the Company law, through the principles of business of organizations, to the standards on organizations’ end.
Required E-MAIL ADDRESS REGISTRATION
Organizations, business people, branches and agent workplaces of remote organizations in the RS which are framed by October 1, 2018, will be obliged to enroll their email address before the Agency for Business Registers (hereinafter: “The Agency”). Counted legitimate elements, which are enrolled by September 30, 2018, yet have not enlisted their email address, should enlist it by June 9, 2019. The Agency plays out this sort of enrollment for nothing out of pocket.
Compulsory REGISTRATION OF COMPANY BRANCHES
With regards to obligatory enlistment, the Law never again enables Serbian organizations to pick in the event that they will enroll their branches. Despite what might be expected, the Law endorses compulsory enlistment.
Similarly as with the email address enrollment, the organizations which have shaped their branches by September 30, 2018, should enlist them by June 9, 2019. Then again, every branch that is framed beginning from October 1, 2018, should be enrolled as per the Law on enlistment system before the Agency.
Constraints WITH THE COMPANY BUSINESS NAME
The Law additionally works out the current constraints of the utilization of national and formal names and signs in the organization’s business name. To be specific, if past endorsement is looked for and in truth, the organization’s business name may contain “Serbia”, and additionally the name of part of its region or the name of its independent area. Moreover, it might contain these words’ subsidiaries, the majority of the structures which help to remember these words, and also the globally acknowledged indication of the RS (“SRB”). Past endorsement of equipped specialist is required for this, too.
You may discover more on the best way to pick the business name in our blog entry on picking a business name.
Utilization OF COMPANY SEAL
As per the arrangements of the Company law which was in power up until now, organizations were not obliged to utilize seals, except if particular laws stipulated something else. The changes of the Law go considerably assist in such manner, expressing that particular laws are not permitted to compel organizations to utilize seals. Additionally, it abrogates the utilization of the seal in 117 existing laws.
LLC’S MINOR SHAREHOLDERS’ RIGHTS
By endorsing a lower least to practice certain rights, the Law enhances the situation of minor investors of LLC. With the end goal to compose a session of the organization’s gathering, its individuals with no less than 10% of the aggregate number of votes (in examination with the 20% up until this point) need to document a composed demand to the organization. Besides, with the end goal to acquaint new purposes of dialog with the plan of the get together’s session, its individuals with no less than 5% of the organization’s offers (not at all like 10% up until now) need to document a composed warning to the organization. The organization’s establishing demonstration may decrease these essentials considerably further.
Besides, it is not any more conceivable to deny an individual from LLC of its entitlement to cast a ballot by utilizing the organization’s establishing demonstration, paying little heed to the measure of its offer.
TIME LIMIT FOR THE PAYMENT OF DIVIDEND
Discussing the stock organization, this lawful element may receive a choice on benefit division amid the general session of its gathering, in which case the organization pays the profit to its investors. The Law stipulates that this choice needs to express as far as possible for this installment, alongside the measure of profit. As far as possible may not be longer that a half year as of the date of the appropriation of the previously mentioned choice.
Endorsement OF LEGAL ACTIONS THAT INVOLVE PERSONAL INTEREST
The Law presents an exceptional strategy which goes before the endorsement by the organization of lawful activities including the individual enthusiasm of people with unique commitments towards the organization (an investor of LLC/stock organization with huge offer, a noteworthy investor of LLC/stock organization, Managing Directors, a liquidation administrator… ). This technique applies when the measure of legitimate activity adds up to or surpasses 10% of the aggregate sum of the organization’s benefits.
The organization’s body, which got notice on legitimate activity including individual premium, chooses the suitable master or an organization, with the end goal to assess the market estimation of the lawful activity’s question. The chose subject will form a give an account of its estimation. This report will be incorporated into the choice on endorsement of lawful activity including individual intrigue.
Besides, restricted obligation organizations and stock organizations are obliged to post this investigate their sites and on the Agency’s site. It will contain the definite portrayal of the lawful activity being referred to, and in addition the majority of the pertinent actualities with respect to the nature and the extent of individual intrigue. At long last, these organizations need to post this report in the time of 15 days as of the date of the event of the lawful activity being referred to.
CAPITAL SHARE DECREASE
The Law gives definite standards on examples in which the decrease of the LLC’s offer capital can be performed. In addition, it directs the lawful structure went for the assurance of the LLC’s loan bosses on account of the LLC’s offer capital’s decrease.
The occurrences of the offer capital’s decrease and the Decision on the offer capital’s decrease
The offer capital might be diminished because of the accompanying:
1. To cover the misfortunes endured by the organization
2. To make or increment the organization’s stores for the covering of future misfortunes or for the offer capital’s expansion from the organization’s net resource esteem
3. On account of assuaging an organization’s individual from its commitment to pay in/acquire its stake
4. On account of withdrawal and dissolution of organization’s offers
5. On account of discarding the organization’s very own offers
On a fundamental level, the choice on the organization’s offer capital’s decrease (further: “the Decision”) is embraced by its get together with a lion’s share of 66% of the aggregate number of the part’s votes. Regardless of that, the organization’s establishing demonstration may accommodate littler or higher larger part of the votes expected to embrace the Decision. In any case, it can’t recommend that the total greater part (most of the aggregate number of the organization’s individuals’ votes) will be adequate to embrace the choice.
The Decision must be enrolled before the Agency in the time of up to three months as of the date of its selection. If not, the Decision is invalid and void. The organization’s offer capital will be decreased from the day the Decision is enrolled.
The insurance of the banks
The necessary piece of the Decision on offer capital’s decrease is the welcome to the organization’s banks to report the obligations which the organization owes to them. This is done as such that they might be anchored, all under the condition that the Company law’s arrangements on the lender’s security are pertinent to the offer capital’s decrease in the given case. In this manner, these guidelines are inapplicable if there are any of the special cases to the appropriateness of these tenets.
In the event that the defensive standards apply, the Decision will be distributed in the Registry of business subjects (or, in other words the Agency) in the length of three months from the date of the Decision’s enrollment.
The unique type of insurance is accommodated the loan bosses to whom the organization owes no less than 2 million RSD (the likeness any money as per the normal conversion standard of the National Bank of Serbia on the date of the Decision’s enrollment). The Company is obliged to send a composed notice concerning the Decision to these lenders in the time of 30 days as of the Decision’s enrollment.
With respect to the obligations which happened before the lapse of this 30-day time span and paying little mind to the minute when they moved toward becoming/have turned out to be expected, the accompanying applies:
The loan bosses may present a composed demand to the organization with the end goal to anchor the obligations which the organization owes to them. This might be done until the termination of the period until which the Decision stays distributed. In the event that the organization does not act as per their demand or pays the obligations which it owes to them, the banks may document a claim against the organization. The claim can be documented in the further time of multi month with the plan to anchor the obligations. The essential for documenting the claim is that the repayment of these obligations is undermined by the offer capital’s decrease. The loan bosses are required to send a composed notice to the organization in connection with this.
What’s more, the organization may make installments to its individuals simply after the 30-day time frame as of the date of the Decision’s enlistment has terminated. This is another standard went for secure.
Compulsory LIQUIDATION OF THE COMPANY
The Law points likewise to assist the organizations with specific troubles to defeat those challenges. Specifically, before the inception of the strategy of the organization’s necessary liquidation, the Agency’s enlistment center is required to distribute on the Agency’s site the warning about the organization with respect to which the majority of the conditions for obligatory liquidation are satisfied. This warning fills in as a solicitation to the organization to determine the issues in regards to which the notice has been distributed, and additionally to enroll the suitable data with the Agency, after the goals of those issues. The majority of this ought to be done in the time of 90 days as of the date when the notice was distributed.
In the event that the issues are not settled before the lapse of the endorsed era, the enlistment center receives the choice on inception of the necessary liquidation technique. In view of this choice, the organization’s status is changed to “the organization in the necessary liquidation technique”. In the meantime, the notice on obligatory liquidation is distributed at the Agency’s site in the length of 60 days. In the further time of 30 days, the Agency ex officio ends the organization.
Arranging WITH HIGH-VALUE ASSETS
The Law presents the meaning of associated securing/transfer of the high-esteem resources in a one-year time frame which is dealt with the equivalent as one obtaining/transfer of the high-esteem resources. A few legitimate activities are viewed as associated in the event that they are performed for a similar reason, or because of the lawful activity’s tendency for the execution of which they are led. The legitimate activities should be directed inside a one-year time frame.
From the associated obtaining/transfer administration the Law obviously avoids the privilege of promise, hypothec or different methods for security which the organization takes upon itself with the end goal to anchor its own commitment in regards to the bank credit understanding, advance or other. These lawful activities are not considered as associated obtaining/transfer.
THE LEGAL ENTITIES FROM THE EU LAW
Trans-fringe merger and procurement
In trans-fringe mergers and acquisitions, as new types of the organization’s status changes in the Serbian legitimate framework, something like two organizations partake. Among them, somewhere around one LLC or the stock organization is enrolled in the Serbian domain, and no less than one LLC or the stock organization is enlisted in the region of a state gathering of the EU or a state signatory of the Agreement on the European monetary region (further: “the state parties”).
The European stock organization
The European stock organization (Societas Europea – “SE”) is framed in the authoritative document of the stock organization whose offer capital is isolated into stocks, which are in control of at least one of the organization’s investors. The investors are not at risk for the organization’s commitments, aside from if the organization’s cover is punctured. This portrayal is fundamentally the same as with the way in which the stock organization is as of now directed in the Company Law. In any case, the fundamental contrast concerns the remote segment connecting the organization to the express gatherings’ region. To be specific, the Law accommodates a few complex methods for the SE arrangement and those incorporate the remote part.
The European Economic Business Group
Somewhere around two organizations, business people or other legitimate or regular people which direct agrarian or different business movement may shape the European Economic Business Group, which has the status of a lawful individual. No less than one of the previously mentioned subjects is enrolled in the Serbian region, while the other one is enlisted in the express party’s region. This authoritative document is totally new in the Serbian lawful framework. Its will likely enhance the acknowledgment and portrayal of the monetary interests of the gathering’s individuals.