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

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