Attorney Dragana Djordjevic » "Law on Business Companies" (4)

Company seat and receiving mail

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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

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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 →

Loss of Sole Trader Capacity and Continuation of Performance of Activity by Heirs

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The status and position of sole traders are regulated only by the provisions of the Companies Act (“Official Gazette of RS”, No. 36/2011, 99/2011, 83/2014 – other Law, 5/2015, 44/2018, 95/2018, 91/2019 and 109/2021) (from now on: the Law).

Article 91, paragraph 1 of the Law stipulates a general rule that a sole trader shall lose the capacity of a sole trader by deletion from the business entities register. Deleting sole traders from the business entities register has a constitutive effect and acts pro futuro.

Deletion of a sole trader shall be executed due to cessation of business operations. Sole trader shall stop doing business by notice of unregistering or by operation of law. Sole trader may not unregister at a date earlier of the day of filing the application on cessation of business operations with the competent registration authority.

Deletion from the register may not be done retroactively.

Continue reading Loss of Sole Trader Capacity and Continuation of Performance of Activity by Heirs →