Relationship between the joint-stock company and stockholders

According to provisions of the Companies Act relationship between the joint-stock company and stockholders shall be defined with rights and obligations as follows:

  • Right to a dividend
  • Limitations on payments to stockholders
  • Pre-emptive subscription right of the stocks
  • Financial Support of the company in acquiring stocks
  • Withdrawal and cancellation of stocks due to failure to pay or enter the contribution.

It is also important to emphasize that all shareholders are treated equally under the same circumstances. Continue reading Relationship between the joint-stock company and stockholders

Decision on the acquisition of company and its legal effect

Provisions of the Companies Act shall regulate concept and types of status changes, as well as procedures for conducting status changes, registration, and legal consequences of registration of status changes.

A company in a status change – the transferring company reorganizes itself to the effect that it transfers assets and obligations to another company – the recipient company, while its members acquire shares, i.e. stocks in that company.

The acquisition represents a type of status change.

One or more companies may be acquired by another company by transferring all assets and obligations to that company, whereby the acquired company dissolves without undergoing liquidation procedure. Continue reading Decision on the acquisition of company and its legal effect

Reserved own share and financial instrument

Since April 1, 2020, began implementation of the Law on Amendments to the Companies Act (“Off. Herald of RS”, Nos. 91/2019) by which two new legal institutes for limited liability companies were introduced:

  • reserved own share and
  • financial instrument – right to acquire a share.

Reserved Own Share

A reserved own share of a company within the meaning of the Companies Act shall be considered a share that the company acquires from a member of the company without consideration, for the purpose of granting a financial instrument – right to acquire a share.

A reserved own share cannot be pledged, nor can a reserved own share be disposed of, except in the manner prescribed by law. Continue reading Reserved own share and financial instrument