Attorney Dragana Djordjevic » "Association Register" (2)

Liquidation of the Association

Leave a comment

The association’s liquidation procedure shall be regulatied by provisions of the Law on Associations. The provisions of the law regulating liquidation of business companies shall apply accordingly to any issues having to do with the association’s liquidation procedure that are not regulated by the Law on Associations.

Liquidation of the Association – Reasons and Procedure

Liquidation of the association and association’s deletion from the Register of Associations of the Serbian Business Registers Agency (hereinafter referred to as the Register) shall only take place upon completion of the association’s liquidation procedure:

  • if the number of members declines below the number of founders required for its establishment and the association’s competent body fails to take a decision to admit new members within thirty (30) days
  • if the term for which the association has been established expires, when an association has been established for a definite period
  • if the association’s competent body takes the decision to terminate activities
  • if it is established that the association has not been pursuing the activities to achieve its statutory goals or has not been organized in line with its statute for over two (2) years without any interruptions or if the time that has elapsed has been double that specified by the statute for holding the assembly session and the session has not taken place
  • if the association’s activities have been banned. Continue reading Liquidation of the Association →

Decision on status change

Leave a comment

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 →

Contract on control and management

Leave a comment

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 →