Legal aspects of the contract of the company members

The contract of the company’s members is a named corporate law contract. Unlike the founding act, a mandatory document of every company, the members’ agreement is optional. However, the absence of a legal obligation to conclude a contract for the members of a company, the complexity of relations in multi-member companies, and the great practicality of the members’ contract are reasons for it to be more prevalent in business practice in Serbia.

The contract of members of a company is defined by the provisions of Article 15 of the Companies Act as a contract that is concluded in writing with one or more members of the same company, which regulates issues of importance for their mutual relations in connection with the company, and which produces effect exclusively between the members of the company who concluded it. Continue reading Legal aspects of the contract of the company members

Requirements for enrollment in the register of agricultural holdings and the passive status of the Agricultural Holding

To implement and monitor agricultural policy, record agricultural holdings and family holdings, and conduct analytics and statistics for the needs of the Ministry responsible for agriculture affairs, the Directorate for Agricultural Payments maintains the Register of Agricultural Holdings.

Rulebook on registration in the Register of Agricultural Holdings, data changes and renewal of registration, electronic processing, as well as on conditions for passive status of agrarian holdings (“Official Gazette of RS”, No. 25/2023, 110/2023, 3/2024 and 34/2024) (hereinafter: Rulebook) prescribes the manner and conditions of registration and management of the Register of Agricultural Holdings, the conditions and manner of changing data in the Register of Agricultural Holdings and renewal of registration, the method of storing data entered in the Register of Agricultural Holdings, the electronic form in which submissions and attachments are submitted, and to the parties, the decisions made in the procedures for registration in the Register of Agricultural Holdings, renewal of registration, changes to data entered in the Register of Agricultural Holdings and deletion from the Register of Agricultural Holdings, the way of providing support to the subjects of registration in the Register of Agricultural Holdings in connection with electronic processing, the application form for registering an agricultural holding in the Register of Agricultural Holdings, the application form for renewal of registration, attachment forms and documentation to be submitted with the application, as well as the conditions for the passive status of the agricultural holding. Continue reading Requirements for enrollment in the register of agricultural holdings and the passive status of the Agricultural Holding

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