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 of the members’ contract are reasons for it to be more prevalent in business practice in Serbia.

The contract of members of a company is defined by the provisions of Article 15 of the Companies Act as a contract that is concluded in writing with one or more members of the same company, which regulates issues of importance for their mutual relations in connection with the company, and which produces effect exclusively between the members of the company who concluded it. Continue reading Legal aspects of the contract of the company members

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 shares

The basic rule is that the transfer of shares is free unless otherwise determined by the Companies Act or the Articles of Association.

The Companies Act establishes the following restrictions on the transfer of shares:

  1. pre-emptive right
  2. share transfers with the consent of the company
  3. company’s right to designate the share purchaser and
  4. the obligation to buy shares.

The articles of association of a limited liability company may provide for other types of restrictions on the transfer of shares.

Continue reading Entry of a new member into the limited liability company

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 any of these categories are recognized.

Protection of the Rights of Members of the Transferring Company

Right to Additional Payment

The member of the transferring company who deems that he is a damaged by the determined ratio of the exchange of shares, i.e. stocks in the transferring company for the shares, i.e. stocks in the recipient company, may file an action with the competent court against the recipient company within a term of 30 days from the day of publication of the notification to the members of the company about the time and place at which they may inspect the documents and by-laws referred to in Article 490 of the Companies Act, and seek payment of the pecuniary compensation. If more than one action were filed, the proceedings are consolidated. Continue reading Protection of interests during implementation of status change