Protection of interests during implementation of status change

During the implementation of the status change, it is possible to endanger the rights and interests of different categories of persons. The interests of the members of the transferring company (shareholders), the interests of the creditors of the companies participating in the status change, and the interests of third parties that do not fall into any of these categories are recognized.

Protection of the Rights of Members of the Transferring Company

Right to Additional Payment

The member of the transferring company who deems that he is a damaged by the determined ratio of the exchange of shares, i.e. stocks in the transferring company for the shares, i.e. stocks in the recipient company, may file an action with the competent court against the recipient company within a term of 30 days from the day of publication of the notification to the members of the company about the time and place at which they may inspect the documents and by-laws referred to in Article 490 of the Companies Act, and seek payment of the pecuniary compensation. If more than one action were filed, the proceedings are consolidated. Continue reading Protection of interests during implementation of status change

e-Registration of establishment of business companies in Serbia

According to the provisions of Article 9, Paragraph 2 of the Law on the Registration Procedure in the Business Registers Agency (“Official Gazette of RS”, No. 99/2011, 83/2014, 31/2019 and 105/2021) starting from May 17, 2023, the registration application for the establishment of a business company, namely a limited liability company (LLC), joint stock company (JSC), limited partnership (LP) and general partnership (GP), can be submitted to the Business Entities Register of the Serbian Business Registers Agency EXCLUSIVELY ELECTRONICLY.

E-Registration for establishing business companies is realized in the Serbian Business Registers Agency application.

E-Registration of the establishment of a business company in Serbia includes:

  • Submitting an electronic application through a special application;
  • Attaching electronic documents signed with a qualified certificate and
  • Paying the fee for the registration of the establishment by payment card.

Submitting an electronic application for the establishment of a business company

E-Registration of the establishment of a business company begins with the submission of an electronic application for establishing a business company to the Business Entities Register of the Serbian Business Registers Agency through a user application for receiving electronic applications, which ensures the receipt of electronic documents and proof of payment of the registration fee. Continue reading e-Registration of establishment of business companies in Serbia

Tax aspects of continuing the activity of an entrepreneur in the form of a business company

The institution of continuation of activities of entrepreneurs in the form of a company is governed by the provisions of Article 92 of the Law on Business Companies (“Official Gazette of the RS”, no. 36/2011, 99/2011, 83/2014 – other law, 5/2015, 44 /2018, 95/2018, 91/2019 and 109/2021 – from now on Law on Business Companies).

According to Article 92 of the Law on Business Companies, an entrepreneur can decide to continue performing activities in the form of a business company, whereby the provisions of the Law on Business Companies on establishing a given form of the company shall be applied accordingly. Based on the decision on the continuation of activities in the form of a business company, the entrepreneur is simultaneously deleted from the register of business entities, and the registration of the establishment of a business company is carried out, which takes over all the rights and obligations of the entrepreneur arising from business up to the time of the establishment of that business company.

After the loss of the status of an entrepreneur following the provisions of Article 92 of the Law on Business Companies, that natural person remains responsible with all of his assets for all obligations incurred in connection with the performance of activities until the moment the entrepreneur is deleted from the register.

Continue reading Tax aspects of continuing the activity of an entrepreneur in the form of a business company