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

Company’s own shares – acquisition and disposal

According to Companies Act (“Off. Herald of RS”, Nos. 36/2011, 99/2011, 83/2014 – other law, 5/2015, 44/2018, 95/2018, 91/2019 and 109/2021 – further: Companies Act) concept of shares is negatively determined, i.e. by the provisions of the Article 150 of the Companies Act shall be prescribed that a company’s shares are not securities and that a company’s shares may not be acquired, nor may they be disposed by forwarding a public offer in terms of the law regulating the capital market.

According to provisions of the Article 157 paragraph 1 of the Companies Act, a share or part of a share a company acquires from its member is considered to be own share of the company in terms of the Companies Act.

A limited liability company cannot acquire own share at its establishment but subsequently from its member due to certain legal situations, which are a specific exception type.

The company can achieve own shares exclusively based on the decision of the company’s assembly, and the founding act cannot transfer the decision on the acquisition of own share to the competence of another body of the company (the director or the supervisory board in the bicameral management system). Continue reading Company’s own shares – acquisition and disposal