Attorney Dragana Djordjevic » "Company" (2)

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

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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

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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 →

Reduction of share capital of the limited liability company

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A limited liability company’s share capital may be reduced by the resolution of the company’s general meeting, but not below the minimum share capital, which amounts to at least RSD 100, unless a special law provides a higher amount of the share capital for companies dealing in certain business activities.

Decision to reduce the share capital of a limited liability company below the minimum share capital may be passed only under a condition that an increase in share capital is simultaneously carried out, so that, as a result of such reduction and increase the company’s share capital becomes at least equal to the minimum amount of share capital, which amounts to at least RSD 100, unless a special law provides a higher amount of the share capital for companies dealing in certain business activities.

If the limited liability company fails to simultaneously pass a decision on increase of share capital and fails to carry out such increase, the decision on reduction of share capital is null and void. Continue reading Reduction of share capital of the limited liability company →