Liquidator

The liquidation of a company shall be conducted by liquidators. These are the persons who conduct the company’s business during the liquidation, represent the company (legal representatives of the company in liquidation) and they are responsible for the legality of operations of the company.

The Companies Act regulates the appointment and removal of the liquidators, as well as their rights, duties and responsibilities.

Appointment and Removal of the Liquidator

A company appoints a liquidator in the decision on initiating liquidation. The decision on initiating liquidation shall be made Continue reading Liquidator

Status changes according to the Law on Business companies – concept and types

Concept of a Status change:
A company in a status change – the transferring company reorganizes itself to the effect that it transfers assets and obligations to another company – the recipient company, while its members acquire shares, i.e. stocks in that company.

The essence of the status change is manifested in the following two important elements:

  • transfer of assets and obligations – without the transfer of assets and obligations from one company to another status change does not exist. This is achieved by universal or singular succession.
  • proportional conversion of stocks and shares – All members of the transferring company acquire shares, i.e. stocks in the recipient company pro rata to their shares, i.e. stocks in the transferring company, unless:
    – each member of the transferring company agrees that the status change establishes a different ratio for such conversion of shares, i.e. stocks, or
    – a member of the transferring company who dissented from the decision on status change exercises his right to payment instead of the acquisition of shares, i.e. stocks in the recipient company, whereas the buy-back price of his stocks is determined by the decision on status change Continue reading Status changes according to the Law on Business companies – concept and types

Registration of the representative office in Serbia

Registration of the representative office in Serbia – the legal framework

The legal position of the representative office of a foreign company in the Republic of Serbia as well as the registration of a representative office in Serbia, are regulated by the provisions of articles 574-577 of the Companies Act (RS Official Gazette, Nos. 36/2011, 99/2011 and 83/2014 – other law, 5/2015, 44/2018, 95/2018, 91/2019 and 109/2021), the Law on the Registration Procedure in the Agency for Business Registers (“Official Gazette of RS”, No. 99/2011, 83/ 2014, 31/2019 and 105/2021) and the Rulebook on the content of the Business Entities Register and documents required for registration (RS Official Gazette, No. 42/2016).

The Companies Act with provisions of article 574. paragraph 1 define the representative office as a separate organisational unit of a foreign company that may carry out preliminary and preparatory work leading to the conclusion of a transaction by that company.

Continue reading Registration of the representative office in Serbia