Termination of a company by a court decision

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

Company seat and receiving mail

A company seat shall be the place and the address on the territory of the Republic of Serbia from which the company’s operations are managed and that has been determined as such by the memorandum of association, articles of association or general meeting’s resolution, i.e. by the decision of general partners or limited partners.

The resolution on the change of seat shall be rendered by general meeting, unless the memorandum of association, or articles of association provide otherwise.

The address of the company seat shall be registered in accordance with the registration act.

Mandatory elements of the address of the company’s seat

The latest amendments to the Law on Business Companies – the Law on Amendments to the Law on Business Companies (“Official Gazette of RS”, No. 109/2021) specified the mandatory elements of the address of the company’s seats. They established the obligation of companies to comply with this law’s provisions within one year from the date of entry into force, i.e. until November 27, 2022. Continue reading Company seat and receiving mail

Compulsory liquidation of companies

The procedure of compulsory liquidation and deletion from the register of business entities of companies shall be initiated and conducted ex officio by the Agency for Business Registers of the Republic of Serbia when there are reasons for creating the procedure of compulsory liquidation prescribed by the Companies Act.

The provisions of Articles 546, 547 and 548 of the Companies Act prescribe the reasons for initiating compulsory liquidation proceedings, the manner of starting and terminating proceedings and the consequences of deleting a company from the register of business entities in case of compulsory liquidation. Continue reading Compulsory liquidation of companies