Entry of a new member into the limited liability company

Following the provisions of the Companies Act, a third party can become a new member of a limited liability company based on the transfer of shares by registered members of the limited liability company, as well as based on the accession of a new member with a simultaneous increase in the share capital.

Transfer of shares

The basic rule is that the transfer of shares is free unless otherwise determined by the Companies Act or the Articles of Association.

The Companies Act establishes the following restrictions on the transfer of shares:

  1. pre-emptive right
  2. share transfers with the consent of the company
  3. company’s right to designate the share purchaser and
  4. the obligation to buy shares.

The articles of association of a limited liability company may provide for other types of restrictions on the transfer of shares.

Continue reading Entry of a new member into the limited liability company

Travel agencies

The Law on Tourism (“Official Gazette of the RS”, No. 17/2019) regulates the conditions for the work of travel agencies in Serbia and by-laws, as well as the Law on Catering (“Official Gazette of the RS”, No. 17/2019).

The Law on Catering (“Official Gazette of RS”, No. 17/2019) introduced a central information system in the field of hospitality and tourism (E-tourist) as a unique and centralized electronic information system, which contains all relevant data on accommodation service providers and accommodation facilities, through which their records are made, and other data is entered resulting from the performance of catering, nautical and hunting tourism, i.e. tourist activities (CIS).

The provisions of Article 67, Paragraph 7 of the Law on Tourism (“Official Gazette of RS”, No. 17/2019) establish the duty of travel agencies to enter data from records into the central information system in the field of hospitality and tourism, following the law manages catering.

Rulebook on the method of entering, working, managing and using the central information system and its content and type of data (“Official Gazette of RS”, no. 87/2020, 67/2021 and 58/2023 – amendments) and Rulebook on the form, the content and method of keeping records and entering data into the central information system by tourist agencies (“Official Gazette of the RS”, no. 82/2023) are regulated in detail by the tourist module E, which was introduced by the Law on Catering (“Official Gazette of the RS”, No. 17/2019). Continue reading Travel agencies

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