ISSN 1452-6662
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Published in the Službeni glasnik RS, Nos. 36/11 of 24 May 2011, 99/11 of 27 December 2011, 83/14 of 5 August 2014 (other law), 5/15 of 20 January 2015, 44/18 of 8 June 2018, 95/18 of 8 December 2018 and 91/19 of 24 December 2019
Sekcija: Sadržaj

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  • PART ONE: GENERAL PROVISIONS
    • SCOPE OF THIS LAW
      • 1. Main concepts
      • 2. Memorandum of association, articles of association and agreements with regard to the company
        • Memorandum of association and articles of association
        • Amendments to the memorandum of association and articles of association
        • Nullity of a memorandum of association
        • The procedure of establishing and effectiveness of nullity
        • Agreements with regard to the company
        • Reimbursement of costs related to company incorporation
      • 3. Liability for company's obligations
        • Liability of members
        • Lifting the corporate veil
      • 4. Company seat and delivery of mail
        • Seat
        • Mailing and delivery address
        • E-mail address
      • 5. Business name
        • Business name
        • Abbreviated business name
        • Language and alphabet of the company's business name
        • The use of a business name, stamp and other data in documents
        • Restrictions to the transfer and use of the name
        • Restrictions in regards to the business name
        • Protection of company name
        • Restrictions on the use of national or official names and symbols
        • Restrictions on use of personal names
      • 6. Representation and representatives
        • 6.1. Representatives
        • 6.2. Procura
        • 6.3. Liability and restrictions for representatives, proxies by employment and procurators
      • 7. Company's assets and capital
        • 7.1. Basic definitions
        • 7.2. Contributions to the company
      • 8. Special duties to the company
        • Persons with special duties towards the company
        • Affiliates
        • 8.1. Due diligence
        • 8.2 Duty to report transactions and actions in which there is a personal interest
        • 8.3 Duty to avoid the conflict of interest
        • 8.4 Duty to keep business secrets
        • 8.5 Non-competition clause
        • 8.6. Rules for filing actions due to breach of special duties
      • 9. The company members right to information
        • The right to information and access to acts and documents
        • Use of the company's acts or documents
  • PART TWO: ENTREPRENEUR
    • The definition of an entrepreneur
    • The time for which an entrepreneur is registered
    • Assets and liability for obligations
    • Entrepreneur's business name
    • Entrepreneur's seat and dislocated place of conducting activity
    • Entrepreneur's business activity
    • Manager and other employees
    • Suspension of performance of business activity
    • Loss of capacity of entrepreneur and continuation of performance of activity by heirs
    • Continuing to perform business activity in the form of a company
  • PART THREE: LEGAL FORMS OF COMPANIES
    • CHAPTER I GENERAL PARTNERSHIP
      • 1. Definition and incorporation
        • Definition and liability for obligations
        • Partnership agreement
        • Partners' agreement
      • 2. Contributions to the Company, partners' shares and transfer of shares
        • Contribution and share
        • Transfer of shares
        • Transfer of shares among partners
        • Transfer of shares to third parties
        • Liability in share transfer
      • 3. Management
        • General rule
        • Management by several partners
        • Transfer of management authorizations
        • Cancellation of management authorisation
        • Revocation of management authorisation to a partner
      • 4. Partner's rights
        • Right to reimbursement of costs
        • Distribution of profit
        • The right to information
        • Exception from the competition clause
        • Partners' decision-making
      • 5. Legal relations between the company and partners towards third parties
        • Representing the company
        • Cancellation of representation authorisation
        • Revocation of the representation authorisation
        • Representing the company in a dispute with a partner who is authorised to represent the company
        • Objections and set-off
        • Liability of a new partner
      • 6. Dissolution of a general partnership and partner capacity
        • Court decision on the liquidation of the company
        • Continuation of the company with heirs
        • Expulsion of partner
        • Withdrawal of partner
        • Consequences of a partner's withdrawal from the company
        • Participation of the partner who withdrew from the company in unfinished transactions
        • Protection of partners' creditors
    • CHAPTER II LIMITED PARTNERSHIP
      • 1. Definition, incorporation and data records regarding company members
        • Definition and liability
        • Application of the limited partnership provisions
        • Corporation charter
        • Members' data record
      • 2. Contribution, share and profit and loss
        • Contribution, share and transfer of share
        • Profit and loss
      • 3. Managing operations, company representation and rights of limited partners
        • A limited partner's supervisory right
        • Payment of profit to the limited partner
      • 4. Limited partner's liability
        • A limited partner's liability
        • Instances of limited partner having general partner liability
        • Liability of a new limited partner
      • 5. Cessation of capacity of a company member and company dissolution
        • Cessation of general and limited partner capacity and change of legal form
        • Dissolution of a limited partnership
    • CHAPTER III LIMITED LIABILITY COMPANY
      • 1. Definition, liability and freedom of contracting
        • Definition and liability
        • Freedom of contracting principle
        • 1.1 Contents and amendments to the Memorandum of Association
        • 1.2. Acquiring the capacity of company member and data records of company members
      • 2. Share capital
      • 3. Shares
        • 3.1. Basic rules
        • 3.2. Company's own shares
        • 3.2.а Reserved own share and right to acquire a share*
        • 3.3. Freedom to dispose with share
      • 4. Additional payments to the company
        • The manner of establishing the additional payment obligation
        • Consequences of failure to make additional payment
        • Return of additional payments
        • Loans and securities granted to company members
      • 5. Distributions to company shareholders
        • General rule
        • Right to receive distributable profit
        • Restrictions on payments
        • Liability for prohibited distributions
      • 6. Termination of member capacity
        • Reasons for termination of member capacity
        • 6.1. Member's withdrawal
        • 6.2. Expulsion of shareholder
      • 7. Management of the company
        • Company bodies
        • 7.1. Shareholders' meeting
          • 7.1.1. Composition and competences
          • 7.1.2. Sessions of shareholders' meetings
          • 7.1.3. Adopting financial reports
          • 7.1.4. Contesting the meeting's resolutions
        • 7.2. Directors
        • 7.3. Supervisory board
      • 8. Internal supervision over operation
        • Provisions that apply accordingly
      • 9. Dissolution of company
        • Method of dissolution
        • Dissolution on request of company member
      • 10. Company bylaws and documents
        • Maintaining and keeping
        • Access to company bylaws and documents
        • Right to information
        • Denial of access to company's bylaws and documents and denial of information
        • Access to bylaws and documents by court decision
    • CHAPTER IV JOINT STOCK COMPANY
      • 1. Basic provisions
        • Definition and liability
        • Articles of association
        • Passing of articles of association and their amendments and modifications
      • 2. Stocks and other securities
        • General rules
        • Single register of stockholders
        • Types and classes of stocks
        • Common stocks
        • Partly paid-up stocks
        • Preferred stocks
        • Preferred stocks than can be repurchased by the company
        • Voting rights of preferred stockholders
        • Co-ownership of stocks
        • Split and merger of stocks
        • Par value of stocks
        • Determination of market value of stocks
        • Issue price of stocks
        • Transfer of stocks and rights attached to stocks
        • Convertible bonds and warrants
        • Issue price of convertible bonds and warrants
      • 3. Incorporation of a company
        • Memorandum of association and first articles of association
        • Contents of the memorandum of association
        • Payments or entry of contributions upon company incorporation
        • Incorporating expenses and special benefits
        • Contracts with stockholders upon registration of a company
      • 4. Relationship between company and stockholders
        • Equal treatment of stockholders
        • Profit distribution
        • Right to dividend
        • Method of payment of dividend
        • Temporary dividend (interim dividend)
        • Dividend date
        • Restrictions on distributions to stockholders
        • Loan and securities granted to company by company stockholder
        • Pre-emption right to subscribe
        • Exclusion of the pre-emptive right to subscribe
        • Company's financial support in acquiring stocks
        • Expulsion of stockholder due to failure to pay or enter the contribution
      • 5. Own stocks
        • Ban on subscription of company stocks
        • Own stocks and terms of acquisition
        • Acquisition of own stocks of a controlling company
        • Exemptions from the acquisition of own stocks
        • Process of acquiring own stocks
        • Status of own stocks
        • Obligation to dispose of own stocks
        • Method and procedure of disposal of own stock
        • Reporting on own stocks
        • Own stocks of a public joint stock company
        • Pledge of company stocks
        • Acquisition of own convertible bonds and warrants
      • 6. Capital
        • 6.1. Minimum share capital
        • 6.2. Increase in share capital
          • 6.2.1. Increase in share capital through new contributions
          • 6.2.2. Conditional increase in share capital
          • 6.2.3. Increase in share capital out of the company's net assets
          • 6.2.4. Authorized capital
        • 6.3. Reduction in share capital
      • 7. Management of the company
        • Company bodies
        • 7.1. Stockholders' meeting
          • 7.1.1. General rules
          • 7.1.2. Regular session of the stockholders' meeting
          • 7.1.3. Extraordinary session of the stockholders' meeting
          • 7.1.4. Annuling the decisions of the stockholders' meeting
        • 7.2. One-tier management system
        • 7.3. Two-tier management system
          • 7.3.1. Executive directors
          • 7.3.2. Supervisory board
        • 7.4. Secretary to the company
        • 7.5. Internal supervision
        • 7.6. External supervision
      • 8. By-laws and documents of a company
        • Obligation to keep company's by-laws and documents
        • Access to the by-laws and documents of a company
        • Access to the by-laws and documents under a court decision
        • Limitations related to the publication of the by-laws and documents of a company
      • 9. Dissolution of a Company
        • Manner of dissolution
        • Dissolution of a company by court decision
  • PART FOUR: ACQUISITION AND DISPOSAL OF HIGH-VALUE ASSETS
    • Definition and basic provisions
    • Procedure for the acquisition and/or disposal of high-value assets
    • Consequences of the breach of provisions on the disposal of high-value assets
    • Applying the provisions hereof to limited liability company accordingly
  • PART FIVE: SPECIAL RIGHTS OF DISSENTING STOCKHOLDERS
    • Right of dissenting stockholders to repurchase stocks
    • Procedure for exercising the right to repurchase stocks
    • Court protection of the dissenting stockholder's right
    • Applicability to a limited liability company accordingly
  • PART SIX: CHANGE OF LEGAL FORM
    • Definition of the change of legal form
    • Drafting of by-laws and documents in connection with a change of legal form
    • Conducting the procedure for changing the legal form of a company
    • Decision on the change of company legal form
    • Registration of the change of legal form of a company and legal effects of registration
  • PART SEVEN: STATUS CHANGES
    • 1. Definition and types of status change
      • Definition of status change
      • Participants in status change
      • Types of status change
      • Acquisition
      • Merger
      • Division
      • Spin-off
    • 2. Regular procedure for conducting a status change
      • 2.1. By-laws and documents related to status change
      • 2.2. Notification of the conduct of status change
      • 2.3. Decision on status change and its legal effect
    • 3. Simplified procedure for conducting status change
      • Simplified procedure in case of acquisition by a controlling company
    • 4. Change in share capital and retained assets and liabilities
      • Increase in share capital of the recipient company
      • Prohibition on creating fictitious capital
    • 5. Registration of status change and legal effects of registration
      • Registration of status change
      • Legal effects of status change
      • Retained assets and liabilities of the company dissolved by way of division
    • 6. Protection of the rights of shareholders of the transferring company
      • Right to additional payment
      • Right to payment
    • 7. Third party protection
      • Creditor protection
      • Conditions for providing protection
      • Court protection
      • Protection of holders of bonds and other debt securities
      • Protection of special right holders
      • Liability for damage
  • PART SEVEN A: CROSS-BORDER ACQUISITION AND MERGER OF COMPANIES
    • 1. Notion and basic provisions
    • 2. Procedure for conducting a cross-border acquisition
  • PART EIGHT: COMPULSORY REDEMPTION OF STOCKS AND THE RIGHT TO SALE OF STOCKS
    • Conditions for compulsory repurchase
    • Determination and payment of the price
    • Material for a session of the stockholders' meeting
    • Voting on the decision on compulsory redemption
    • (Deleted)
    • Annulment of the decision on compulsory redemption
    • Assessment of the appropriateness of the price by the court
    • Right to sale of stocks
    • Exception with regard to price of stocks in case of a takeover bid
  • PART NINE: LIQUIDATION OF A COMPANY
    • 1. Definition and institution of liquidation proceedings
      • Definition
      • Decision to liquidate
      • Registration and publication
      • Pending proceedings and initiating bankruptcy
      • Limitations of payments to the shareholders of a company in liquidation
    • 2. Liquidator
      • Liquidator
      • Dismissal and resignation of the liquidator
      • Registration of the liquidator
      • Authorizations of the liquidator
    • 3. Notice to creditors and filing of claims
      • Notice on the institution of liquidation proceedings
      • Individual notice to known creditors
      • Filing of claims
    • 4. Liquidation balance sheets and reports, terminating liquidation and instituting bankruptcy
      • Opening liquidation balance sheet and initial liquidation report
      • Annual liquidation reports
      • Termination of liquidation proceedings
      • Institution of bankruptcy proceedings due to insolvency
      • Documents compiled upon the satisfaction of the creditors' claims
    • 5. Completion of liquidation proceedings and liability for damage
      • Distribution of liquidation surplus
      • Remuneration for the liquidator
      • Completion of liquidation proceedings
      • Liability of the liquidator for the damage
      • Liability of company members upon the completion of liquidation proceedings
    • 6. Compulsory liquidation
      • Reasons for instituting the proceedings
      • Institution of forced liquidation proceedings
      • Status of a Company in a Forced Liquidation Proceedings*
      • Conclusion of a Forced Liquidation Proceedings*
      • Consequences of the company's deletion from the register in the event of forced liquidation
  • PART TEN: LINKING OF BUSINESS COMPANIES
    • 1. General provisions
      • Method of linking of companies
      • Types of linked companies
      • Group of companies
      • Holding company
      • Companies with mutual interest in capital
    • 2. Contracts on control and management
      • 2.1. Definition, conclusion, amendments and termination
      • 2.2. Rights, obligations and responsibilities from the contract on control and management
      • 2.3. Protection of the shareholders and creditors of a controlled company
  • PART ELEVEN: COMPANY BRANCH AND AGENCY OF A FOREIGN COMPANY
    • 1. Company branch
      • Definition of branch
      • Forming a branch
      • Registering a branch
      • Effect of registering branch representative
      • Use of business name and other data
      • Terminating a branch
      • Particularities related to foreign company branch
    • 2. Foreign company agency
      • Definition of foreign company agency
      • Forming an agency
      • Closure of agency
      • Registration of agency
  • PART ELEVEN A: SOCIETAS EUROPEAN
    • 1. Basic provisions
      • Notion
      • Mutatis mutandis application
      • Acquiring of legal personality
      • Method of setting up of a European company
      • Share capital
      • Memorandum of association and articles of association
    • 2. Formation of a European company by acquisition and merger
      • Common draft acquisition agreement*
      • Publication
      • Report of the competent company body
      • Auditor’s report on acquisition
      • Adoption in general shareholders’ meeting
      • Notarial document preceding the registration
      • Registration
      • Legal implications of the formation of a European company by acquisition
      • Simplified procedure for formation of a European company by acquisition
      • Employee participation in decision making
      • Nullity of registration
      • Mutatis mutandis application
    • 3. Setting up of a European company as a holding company
      • Registration
    • 4. Setting up of a controlled company with the form of a European company
      • General provision
    • 5. Creation of a European company through conversion of legal form of a joint stock company and conversion of the legal form of a European company into a joint stock company
      • Conversion of legal form of a joint stock company into a European company
      • Registration
      • Conversion of the legal form of a European company into a joint stock company
    • 6. Transfer of seat of a European company
      • 6.1. Transfer of seat of a European company registered in the territory of the Republic of Serbia to another member state
        • Transfer proposal and notarial certificate
        • Registration
      • 6.2. Transfer of the seat of a European company registered in the territory of another member state into the Republic of Serbia
        • Registration
    • 7. Corporate governance of a European company
    • 8. Termination of a European company and the obligation of publication
      • Liquidation and bankruptcy of a European company
      • Publication in the Official Journal of the European Union
  • PART TWELVE: JOINT VENTURES
    • Joint venture
    • Change of legal form of a joint venture
    • Regulations governing the status of associations shall apply accordingly
  • PART TWELVE A: EUROPEAN ECONOMIC INTEREST GROUPING
    • 1. Basic provisions
      • Notion
      • Legal position
      • Object of forming and activities of a grouping
      • Forming of a grouping
      • Registration of a grouping
      • Acquiring of legal personality
      • Financing of a grouping
      • Liability for liabilities of a grouping
      • Change of the seat
      • Transfer of the seat
      • Organs of a grouping
      • General meeting of a grouping
      • Directors of a grouping
      • Admission of new member
      • Cessation of the capacity of a member
      • Withdrawal of a member
      • Expulsion of a member
      • Assignation of participation
      • Participation as a security
      • Cessation of the capacity of a member due to death
      • Obligation to notify on the cessation of the capacity of a member of a grouping
      • Repercussions of the cessation of the capacity of a member
      • Apportionment of profits and coverage of losses
      • Winding up of a grouping
      • Winding up of a grouping on a court decision
      • Nullity of the memorandum of association and ban on operations of a grouping
      • Liquidation of a grouping
      • Insolvency of a grouping
  • PART THIRTEEN: PENAL PROVISIONS
    • CHAPTER I CRIMINAL OFFENCES
      • Giving a statement the contents of which is untrue
      • Concluding a legal transaction or taking action when there is personal interest
      • Violation of duty to avoid conflict of interest
      • Violation of representative's duty to act within the limits of the power of attorney
    • CHAPTER II COMMERCIAL TRANSGRESSIONS
      • Commercial transgressions of a company and of the responsible person
      • Commercial transgressions of a company that is a public joint stock company and of the responsible person
    • CHAPTER III OFFENCES
      • Offences by natural persons
      • Offences of an entrepreneur
  • PART FOURTEEN: TRANSITIONAL AND FINAL PROVISIONS
    • Obligation to harmonise capital
    • Additional contributions
    • Obligation to harmonise the existing limited liability companies
    • Obligation to harmonise existing joint stock companies
    • Deleted business entities
    • Existing entrepreneurs who are not transferred from the register of local self-government municipal units and existing partnership shops
    • Exceptions from applying provisions on forced liquidation
    • Existing joint ventures
    • Existing regulations cease to be valid
    • Exceptions from the application of the law governing litigation procedure
    • Time limit for passing subordinate legislation
    • Entry into force and start of application
  • ARTICLES NOT INCLUDED IN THE FINAL TEXT (Službeni glasnik RS, No. 99/11)
    LAW ON AMENDMENTS AND ADDITIONS TO THE COMPANIES LAW
  • ARTICLES NOT INCLUDED IN THE FINAL TEXT (Službeni glasnik RS, No. 5/15)
    LAW ON AMENDMENTS AND ADDITION TO THE COMPANIES LAW
  • ARTICLES NOT INCLUDED IN THE FINAL TEXT (Službeni glasnik RS, No. 44/18)
    LAW ON AMENDMENTS AND ADDITIONS TO THE COMPANIES LAW
  • ARTICLES NOT INCLUDED IN THE FINAL TEXT (Službeni glasnik RS, No. 95/18)
    LAW ON AMENDMENT AND ADDITIONS TO THE COMPANIES LAW
  • ARTICLES NOT INCLUDED IN THE FINAL TEXT (Službeni glasnik RS, No. 91/19)
    LAW ON AMENDMENTS AND ADDITIONS TO THE COMPANIES LAW