New changes to the Companies Law
On 17 November 2021, the National Assembly of the Republic of Serbia has adopted amendments and supplements to the Companies Law (hereinafter: the “Law”) and below we are highlighting the most important changes to the Law:
- Deletion of the registered address of the seat of the company. Pursuant to the new changes to the Law, the interested person may file a lawsuit with the competent court requesting the deletion of the registered address of the company’s seat in case the person who has the right of ownership did not allow the use of the premises where the address of the seat for managing the company’s operations is located. If the company does not register a new address of the company within 30 days from the day the judgment ordering the deletion of the registered address of the company’s seat became final, the register of business entities shall ex officio initiate the procedure of compulsory liquidation of that company.
- Obligation of registration of the company as an e-government services user. The Law prescribes the novelty in terms of the obligation of the company to be registered as an e-government services user in accordance with the law regulating e-government. Delivery of an electronic document to a company or entrepreneur is done in accordance with the law governing electronic documents, electronic identification, and services of trust in electronic business operations, i.e., in accordance with the law governing electronic government when delivery is made to the Unique Electronic Mailbox on the eGovernment website.
- The amount of the purchase price from the sale of the bankrupt companies as the value of the share capital of the company. Further, Article 45 of the Law was amended by stipulating that after the sale of the bankruptcy debtor as a legal entity in bankruptcy proceedings, the value of the share capital of that company is registered in the amount of the paid purchase price from the sales agreement of the bankruptcy debtor, and stake of the buyer is registered as a non-monetary stake in share capital in the value of the paid purchase price. If the value of the share capital is less than the value of the minimum share capital, the value of the share capital is registered at the value of the minimum share capital prescribed for that company, and the buyer is obliged to pay the remaining amount up to the value of the minimum share capital within six months from the date of completion of the bankruptcy proceedings.
- Notification on the existence of personal interest. The Law prescribes the contents of the Notification on the existence of personal interest of persons who have special duties towards the company (or the interests of a related entity) in the legal transaction that the company concludes, or legal action undertaken by the company. Namely, the said notification contains in particular the type or legal nature of the legal transaction or action, a detailed description of the subject of the legal transaction or action, the value i.e. price of the subject of the legal transaction or action, deadline for execution, payment and similar, as well as all relevant facts on the nature and the extent of personal interest. The Law has also been amended with regard to the provisions concerning the approval of a legal transaction or action in case of the existence of a personal interest
- New conditions and consequences of a share transfer. In case of joining a new member to the company, the agreement on joining a new member to the company is concluded in writing with a certified signature of the person joining the company and the person authorized by the decision of the general meeting approving the new member joining the company. Furthermore, a new article was added to the Law which prescribes the consequences of the court decision which determines the nullity of the share transfer agreement. The Law states that the judgment which determines the nullity of the share transfer agreement has an effect towards the company and the members of the company. If, on the basis of the share transfer agreement which nullity was determined by a court decision, a change of members of the company was registered in accordance with the law on registration, the competent court shall deliver the above judgment upon it becomes final to the register of business entities for purpose of registration of notice, and parties, i.e. their legal successors have the right to submit the application for registration of changes of data on members of the company who were registered on the basis of a null share transfer agreement.
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