Status changes according to the Law on Business companies – concept and types

Concept of a Status change:
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 essence of the status change is manifested in the following two important elements:

  • transfer of assets and obligations – without the transfer of assets and obligations from one company to another status change does not exist. This is achieved by universal or singular succession.
  • proportional conversion of stocks and shares – All members of the transferring company acquire shares, i.e. stocks in the recipient company pro rata to their shares, i.e. stocks in the transferring company, unless:
    – each member of the transferring company agrees that the status change establishes a different ratio for such conversion of shares, i.e. stocks, or
    – a member of the transferring company who dissented from the decision on status change exercises his right to payment instead of the acquisition of shares, i.e. stocks in the recipient company, whereas the buy-back price of his stocks is determined by the decision on status change Continue reading Status changes according to the Law on Business companies – concept and types

Registering a branch office of a foreign company in Serbia

A foreign company branch office is a separate organizational unit of a company through which the company performs activity in Republic of Serbia in accordance with the law.

A foreign company branch office does not have the capacity of a legal person, but in terms of tax have resident status.

Legal framework

Relevant regulations, whose subject is registering a branch office of a foreign company, are:

  • Copmanies Act (RS Official Gazette, Nos. 36/2011, 99/2011 and 83/2014 – other law, 5/2015, 44/2018, 95/2018, 91/2019 i 109/2021)
  • Law on the Registration Procedure in the Agency for Business Registers (“Official Gazette of RS”, No. 99/2011, 83/ 2014, 31/2019 and 105/2021)
  • Rulebook on the Content of the Business Entities Register and Documents Required for Registration (RS Official Gazette, No. 42/2016) and
  • Decision on Fees for Registration and other Services Provided by the Serbian Business Registers Agency (RS Official Gazette, No. 119/2013, 138/2014, 45/2015, 106/2015, 32/2016 i 60/2016).

Continue reading Registering a branch office of a foreign company in Serbia

Consulting agency foundation

Consulting agency can be established and registered or entered in the register of the companies or in the register of entrepreneurs of the Serbian Business Registers Agency of the Republic of Serbia in the form of business company and consulting activities can be performed by a natural person with full capacity, which will be registered as an entrepreneur in that aim.

The establishment, registration and organization of business companies and entrepreneurs are governed by Law on Business Companies, Law on the Procedure of Registration with the Serbian Business Registers Agency, Rulebook on the Content of the Business Entities Register and Documents Required for Registration and Decision on Fees for Registration and other Services Provided by the Serbian Business Registers Agency Continue reading Consulting agency foundation