Attorney Dragana Djordjevic » "Companies Act"

Legal aspects of the contract of the company members

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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 →

Business associations

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Business entities join business associations because, in this way, companies and entrepreneurs, especially micro, small and medium enterprises, can strengthen their position on the market, coordinate activities, reduce costs, master new knowledge and experience (know-how), improve products and services, acquire missing complementary advantages, promote their brands and business, and thus increase their competitiveness and innovation, which leads to market expansion and, ultimately, higher profits.

At the macro level, all this helps increase employment, entrepreneurship and self-employment, more balanced regional development, strengthening of the economic sector, export growth and economic progress.

Business associations are divided into two types:

  • business associations with legal status effect (business associations in the status sense) and
  • business associations without status-legal effect (business associations in the contractual sense).

Article 578 of the Law on Business Companies regulates business associations with status-legal effect, stipulating that a business association is a legal person established by two or more companies or sole traders to achieve common goals. Continue reading Business associations →

Directors of limited liability companies, according to the Companies Act

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According to the provisions of Article 218 of the Companies Act (“Official Gazette of RS”, no. 36/2011, 99/2011, 83/2014 – other laws, 5/2015, 44/2018, 95/2018, 91/2019 and 109/2021), the legal representatives of the limited liability company are the directors, and there is no possibility that the provisions of Article 218 of the Companies Act (“Official Gazette of RS”, no. 36/2011, 99/2011, 83/2014 – dr. law, 5/2015, 44/2018, 95/2018, 91/2019 and 109/2021) to be derogated or amended.

Companies Act (“Official Gazette of RS”, no. 36/2011, 99/2011, 83/2014 – other laws, 5/2015, 44/2018, 95/2018, 91/2019 and 109/2021) regulates many issues related to directors of a limited liability company such as the number of directors, appointment, representation, management, responsibility, reporting, remuneration, dismissal, resignation, etc.

Number of Directors

A limited liability company (further: company) may have one or more directors who are legal representatives of the company and are registered in the register of business entities per the registration act. Continue reading Directors of limited liability companies, according to the Companies Act →