The provisions of the Companies Act (“Off. Herald of RS”, Nos. 36/2011, 99/2011, 83/2014 – other law, 5/2015, 44/2018 and 95/2018) regulated the implementation procedure of status changes of the division and the spin-off.
Status change division and spin-off may involve one or several companies of the same or different legal form. They may not apply to a company in liquidation or bankruptcy unless the status change is conducted to measure reorganization following the bankruptcy act.
A company may divide by simultaneously transferring all of its assets and obligations to:
- Two or more newly incorporated companies (the division by incorporation) or
- Two or more existing companies (the division by acquisition) or
- One or more newly incorporated companies and one or more existing companies (the mixed division).
Continue reading Company’s division plan
The association’s liquidation procedure shall be regulatied by provisions of the Law on Associations. The provisions of the law regulating liquidation of business companies shall apply accordingly to any issues having to do with the association’s liquidation procedure that are not regulated by the Law on Associations.
Liquidation of the Association – Reasons and Procedure
Liquidation of the association and association’s deletion from the Register of Associations of the Serbian Business Registers Agency (hereinafter referred to as the Register) shall only take place upon completion of the association’s liquidation procedure:
- if the number of members declines below the number of founders required for its establishment and the association’s competent body fails to take a decision to admit new members within thirty (30) days
- if the term for which the association has been established expires, when an association has been established for a definite period
- if the association’s competent body takes the decision to terminate activities
- if it is established that the association has not been pursuing the activities to achieve its statutory goals or has not been organized in line with its statute for over two (2) years without any interruptions or if the time that has elapsed has been double that specified by the statute for holding the assembly session and the session has not taken place
- if the association’s activities have been banned. Continue reading Liquidation of the Association
The liquidation of a company shall be conducted by liquidators. These are the persons who conduct the company’s business during the liquidation, represent the company (legal representatives of the company in liquidation) and they are responsible for the legality of operations of the company.
The Companies Act regulates the appointment and removal of the liquidators, as well as their rights, duties and responsibilities.
Appointment and Removal of the Liquidator
A company appoints a liquidator in the decision on initiating liquidation. The decision on initiating liquidation shall be made Continue reading Liquidator