Registration Of Status Change And Legal Consequences Of Status Change

Registration of a status change of a company is an integral part of the phase of completion of the procedure for the implementation of status changes (merger, acquisition, division and spin-off), which are regulated by the provisions of the Companies Act.

The registration of a status change is made in compliance with the registration act concerning the recipient company and concerning the transferring company, after entry into force of the contract on status change, i.e. the division plan.

The increase, i.e. reduction of share capital, occurred as a result of a status change is registered in compliance with the registration act as well as deletion from the register of the company which is dissolved as a result of status change.

The registration of the status change may not be made before the payout is made to the dissenting members of the company participating in the status change. The chairman of the board of directors, i.e. the chairman of the company’s supervisory board, if the company has a two-tier management system confirmed by a statement in writing that all dissenting members of the company participating in the status change have been paid out, i.e. that there were no dissenting members of the company. Continue reading Registration Of Status Change And Legal Consequences Of Status Change

Contract on control and management

According to provisions of the Companies Act a contract on control and management shall be concluded in the case of forming an contractual group of companies. A contractual group of companies consists of a controlling company and one or more controlled companies that have entered into a contract on control and management.

A contract on control and management is regulated by the provisions of Articles from 554 to 566 of the Companies Act.

Concept, Conclusion, Amendments and Termination

Concept

A contract on control and management is a contract whereby a company grants the management and conduct of operations to another company.

If the companies making up a group based on equality in terms of Article 551 paragraph 2 item 3) of the Companies Act enter into a contract introducing uniform manner of management, such a contract is not be deemed to be a contract on control and management in terms of the Companies Act. Continue reading Contract on control and management

Contributions of the company

According to the provisions of the Companies Act contributions to the company may be pecuniary or in kind, and are expressed in dinars.

If a pecuniary contribution is paid in a foreign currency in accordance with the law governing foreign currency operations, the dinar counter value of the contribution is calculated using the National Bank of Serbia middle exchange rate on the day of contribution payment.

In kind contributions may be given in tangibles or intangibles, unless otherwise specified by the Companies Act for certain types of companies.

The company’s share (registered) capital is the pecuniary value of the company’s members’ subscribed contributions to the company, which is registered in accordance with the registration act. Continue reading Contributions of the company