Law on Business Companies

Companies Act

Legal aspects of the contract of the company members

The contract of the company’s members is a named corporate law contract. Unlike the founding act, a mandatory document of every company, the members’ agreement is optional. However, the absence of a legal obligation to conclude a contract for the members of a company, the complexity of relations in multi-member companies, and the great practicality…
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Companies Act

Entry of a new member into the limited liability company

Following the provisions of the Companies Act, a third party can become a new member of a limited liability company based on the transfer of shares by registered members of the limited liability company, as well as based on the accession of a new member with a simultaneous increase in the share capital. Transfer of…
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Companies Act

Protection of interests during implementation of status change

During the implementation of the status change, it is possible to endanger the rights and interests of different categories of persons. The interests of the members of the transferring company (shareholders), the interests of the creditors of the companies participating in the status change, and the interests of third parties that do not fall into…
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Who can be a co-signer?

Co-signature according to the Law on Business Companies

Law on Business Companies (“Official Gazette of RS”, no. 36/2011, 99/2011, 83/2014 – other law, 5/2015, 44/2018, 95/2018, 91/2019, 109/2021 and 19/2025 – from now on: the Law) in Article 33 determines the co-signature as a type of restriction of the authority of the representative of the company. This limitation may be provided for a…
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Companies Act

Company’s own shares – acquisition and disposal

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, 109/2021 and 19/2025 – 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…
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Companies Act

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…
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