Decision on status change

Status changes which are stipulated by the Companies Act (“Official Herald of RS”, Nos. 36/2011, 99/2011, 83/2014 – other law, 5/2015 and 44/2018) are: acquisition, merger, division and spin-off.

By-Laws and Documents which are necessary for the implementation of the status change

For the purpose of conducting a status change, the board of directors, i.e. supervisory board, if the company has a two-tier management system, prepares the following by-laws and documents:

  • Draft agreement on status change, i.e. draft division plan, if only one company participates in the status change, as well as all the following documents which are the integral part of the agreement on status change:
    – Proposal of a decision on amendments to the memorandum of association, i.e. articles of association of the recipient company, and, if the status change leads to the incorporation of a new company, a proposal of the memorandum of association, as well as a proposal of the articles of association of that company if such company is a joint stock company
    – Divisional balance sheet of the transferring company, in case of a status change involving division or spin-off
    – List of the members of the transferring company with the designation of the par value of their shares, i.e. stocks in the recipient company, as well as shares, i.e. stocks they acquire in the recipient company
    – List of employees in the transferring company whose employment continues in the recipient company.
  • Financial statements, with the auditor’s opinion with the balance on the day that precedes for no more than six months the day of adoption of the decision of the general meeting on the status change
  • Auditor’s report on the completed audit of the status change
  • Report on the status change compiled by the board of directors, i.e. executive board, if the company has a two-tier management system
  • Proposal of the decision of the general meeting on the status change. Continue reading Decision on status change

Compensation

Compensation is a method of the termination of debts and claims without fulfillment. On the basis of compensation in relation to one person shall be terminated debts and claims which exist towards another person without fulfillment.

Compensation may be legal, contractual and unilateral.

Legal compensation is compensation which is conducted on the basis of the law, regardless of the willingness of participants in compensation. Currently legal compensation does not stipulated by the positive legislation of Republic Serbia. Contractual compensation is compensation which arising under the contract, while the unilateral form is arised on the basis of a unilateral statement of intention

Contractual compensation

Contractual compensation is not regulated by law explicitly, but it is allowed on the basis of freedom of contracting (autonomy of intention). Continue reading Compensation

Contract on control and management

According to provisions of the Companies Act a contract on control and management shall be concluded in the case of forming an contractual group of companies. A contractual group of companies consists of a controlling company and one or more controlled companies that have entered into a contract on control and management.

A contract on control and management is regulated by the provisions of Articles from 554 to 566 of the Companies Act.

Concept, Conclusion, Amendments and Termination

Concept

A contract on control and management is a contract whereby a company grants the management and conduct of operations to another company.

If the companies making up a group based on equality in terms of Article 551 paragraph 2 item 3) of the Companies Act enter into a contract introducing uniform manner of management, such a contract is not be deemed to be a contract on control and management in terms of the Companies Act. Continue reading Contract on control and management