Attorney Dragana Djordjevic » "Companies Act" (5)

Procuration

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Concept of Procuration

Procuration is a business power of attorney whereby a company authorizes one or more natural persons (hereinafter referred to as: the procurator) to conclude legal transactions and take other legal actions in its name and on its behalf.

Exceptionally, procuration may be issued for the company’s branch only.

Procuration is not transferrable and a procurator may not issue a power of attorney to another person.

By the provisions of Articles 35 to 43 of the Companies Act are regulated appointing the procurator, types of procuration, limitations, revocation and cancellation of procuration, as well as liability and limitations of procurator and procuration issued by a sole trader. Continue reading Procuration →

The company’s business name

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A company operates and participates in legal transactions under a business name, which it had registered in accordance with the registration act. By the provisions of Articles 22 to 30 of the Companies Act are regulated elements of the business name (mandatory, optional and prohibited), the language and alphabet of the business name, as well as rules for its usage and protection.

Mandatory Elements of the Business Name

A business name shall contain the company name, legal form and place of the company seat.

The company name is a characteristic part of the business name which differentiates that company from other companies. Continue reading The company’s business name →

Company’s Memorandum of association

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According to the provisions of the Companies Act a memorandum of association is a constitution document of a company that takes the form of a decision on incorporation if the company is incorporated by a single person, or the form of an agreement on association if it is incorporated by several persons.

At the occasion of company incorporation, the signatures on the memorandum of association are certified in keeping with the act which regulates signature certification.

In a general partnership, limited partnership and a limited liability company, a memorandum of association regulates the manner of management of a company and other issues in keeping with the Companies Act for each individual legal form of a company.

A joint stock company has a memorandum of association and articles of association that regulate the manner of management of the company and other issues in keeping with the Companiess Act, unless a separate act provides otherwise.

A person who later joins the company is bound by the company’s memorandum of association i.e. articles of association from the day of acquiring the status of a company member in accordance with the Companies Act. Continue reading Company’s Memorandum of association →