Attorney Dragana Djordjevic » Blog (35)

Usage of seal in dealing of the business entities

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By the provisions of the Act on Amendments and Supplements to the Companies Act (’’Official Herald of RS ‘’, No. 44/2018) were realized the improvement of individual solutions from the valid Companies Act (’’Official Herald of RS ‘’, Nos. 36/2011, 99/2011, 83/2014 – other law and 5/2015) and further harmonization with the EU regulations.

The Act on Amendments and Supplements to the Companies Act (’’Official Herald of RS ‘’, No. 44/2018) entered into force on 09 June 2018, but its implementation began on 01 October 2018, except for the provisions on cross-border mergers and acquisitions of companies, on Societas Europaea and the European economic interest grouping, which will be applicable from 01 January 2022.

Usage of Seal

The obligation to use seal have been abolished to companies for a long time. However, in accordance with certain regulations, the usage of seal still existed as for it was prescribed, so by the amendments and supplements to the Companies Act has been stipulated that an obligation to use the seal in business letters and other documents of the company can not be established to company by specific regulation. Continue reading Usage of seal in dealing of the business entities →

Shares in limited liability company according to companies act – basic rules

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The share represents the contribution of a member into the limited liability company’s share capital which is expressed in percentage. A company member acquires a share in the company proportionately to the value of his contribution into the company’s share capital, unless otherwise provided by the memorandum of association upon company incorporation or by a unanimous resolution of the general meeting.

A company shareholder may have only one share in the company.

If a company shareholder acquires more shares, these shares are joined and comprise one share.

Legal Nature of Shares

A company’s shares are not securities.

A company’s shares may not be acquired, nor may they be disposed by forwarding a public offer in terms of the law regulating the capital market. Continue reading Shares in limited liability company according to companies act – basic rules →

Contributions of the company

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According to the provisions of the Companies Act contributions to the company may be pecuniary or in kind, and are expressed in dinars.

If a pecuniary contribution is paid in a foreign currency in accordance with the law governing foreign currency operations, the dinar counter value of the contribution is calculated using the National Bank of Serbia middle exchange rate on the day of contribution payment.

In kind contributions may be given in tangibles or intangibles, unless otherwise specified by the Companies Act for certain types of companies.

The company’s share (registered) capital is the pecuniary value of the company’s members’ subscribed contributions to the company, which is registered in accordance with the registration act. Continue reading Contributions of the company →