Usage of seal in dealing of the business entities

By the provisions of the Act on Amendments and Supplements to the Companies Act (’’Official Herald of RS ‘’, No. 44/2018) were realized the improvement of individual solutions from the valid Companies Act (’’Official Herald of RS ‘’, Nos. 36/2011, 99/2011, 83/2014 – other law and 5/2015) and further harmonization with the EU regulations.

The Act on Amendments and Supplements to the Companies Act (’’Official Herald of RS ‘’, No. 44/2018) entered into force on 09 June 2018, but its implementation began on 01 October 2018, except for the provisions on cross-border mergers and acquisitions of companies, on Societas Europaea and the European economic interest grouping, which will be applicable from 01 January 2022.

Usage of Seal

The obligation to use seal have been abolished to companies for a long time. However, in accordance with certain regulations, the usage of seal still existed as for it was prescribed, so by the amendments and supplements to the Companies Act has been stipulated that an obligation to use the seal in business letters and other documents of the company can not be established to company by specific regulation. Continue reading Usage of seal in dealing of the business entities

Shares in limited liability company according to companies act – basic rules

The share represents the contribution of a member into the limited liability company’s share capital which is expressed in percentage. A company member acquires a share in the company proportionately to the value of his contribution into the company’s share capital, unless otherwise provided by the memorandum of association upon company incorporation or by a unanimous resolution of the general meeting.

A company shareholder may have only one share in the company.

If a company shareholder acquires more shares, these shares are joined and comprise one share.

Legal Nature of Shares

A company’s shares are not securities.

A company’s shares may not be acquired, nor may they be disposed by forwarding a public offer in terms of the law regulating the capital market. Continue reading Shares in limited liability company according to companies act – basic rules

Exit of limited liability company member

Exit of limited liability company member (hereinafter referred to as: exit of company member) is one of the reasons for termination of company member status. Procedure of exit of company member shall be governed by the provisions of Articles from 187 to 193 of the Law on Business Companies.

Reasons for termination of company member status are:

  • Death, in case of a natural person, or deletion from a relevant register, in case of a legal entity
  • Exit from a company
  • Expulsion from a company
  • Transfer of entire equity interest
  • Withdrawal and cancellation of entire equity interest.

Exit of Company Member without Claiming Compensation for Equity Interest

A comapany member, which hasn’t outstanding liabilities towards the company on the basis of outstanding contributions, may at any time, on the basis of the statement on exit which sall be submitted to the company, to exit from the compnay without giving any reasons for the exit, if he/she does not demand compensation for its equity interest. Continue reading Exit of limited liability company member