Attorney Dragana Djordjevic » "Compensation for damages"

Compensation for profit lost

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According to the provisions of the Law of Contract and Torts, in addition to the right to compensation for ordinary damages, the injured party has the right to compensation in the form of profit lost.

Common damage represents a decrease in an existing property. At the same time, the profit lost is damage reflected in the impossibility of increasing the property or prospective property due to the actions or actions of the damager.

According to the provisions of Article 189, paragraph 3 of the Law of Contract and Torts, when assessing the amount of profit lost, the profit that could reasonably be expected according to the regular course of things or according to particular circumstances and whose realization was prevented by the harmed person’s act or omission, is taken into account.

The profit lost can appear in monetary and in-kind forms.

According to the understanding of court practice, lost benefit represents unrealized property value, regardless of whether it would appear in monetary or in-kind form and irrespective of the basis on which it would be realized. Profit lost can arise due to damage to things in the form of loss of natural and civil fruits that escaped the injured party. Continue reading Compensation for profit lost →

Company’s own shares – acquisition and disposal

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According to Companies Act (“Off. Herald of RS”, Nos. 36/2011, 99/2011, 83/2014 – other law, 5/2015, 44/2018, 95/2018, 91/2019 and 109/2021 – further: Companies Act) concept of shares is negatively determined, i.e. by the provisions of the Article 150 of the Companies Act shall be prescribed that a company’s shares are not securities and that 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.

According to provisions of the Article 157 paragraph 1 of the Companies Act, a share or part of a share a company acquires from its member is considered to be own share of the company in terms of the Companies Act.

A limited liability company cannot acquire own share at its establishment but subsequently from its member due to certain legal situations, which are a specific exception type.

The company can achieve own shares exclusively based on the decision of the company’s assembly, and the founding act cannot transfer the decision on the acquisition of own share to the competence of another body of the company (the director or the supervisory board in the bicameral management system). Continue reading Company’s own shares – acquisition and disposal →

Termination of a company by a court decision

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Judicial liquidation reasons include those determined by the court after the criminal or civil proceedings.

As part of the criminal procedure, a security or protective measure prohibiting the performance of activities can be imposed on the company. After its pronouncement, the company must change its activity or start a voluntary liquidation procedure. The compulsory liquidation procedure is initiated if the company does not do so.

The Law on the Liability of Legal Entities for Criminal Offenses also allows for imposing a penalty of termination of the company. After delivery of the decision, the company must initiate the voluntary liquidation procedure within 30 days; otherwise, the Serbian Business Registers Agency initiates the compulsory liquidation procedure.

There are three reasons for liquidation related to the court’s decision in civil proceedings:

  1. Established invalidity of the founding act
  2. Established invalidity of establishment registration
  3. Ordered the termination of the company following the Companies Act. Continue reading Termination of a company by a court decision →