Attorney Dragana Djordjevic » "Memorandum of Association" (3)

Expulsion of a Company member

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In accordance with the provisions of Companies Act company member can be expelled by resolution of the general meeting or by a court decision.

Expulsion of a Member by Resolution of the General Meeting

Persons who have, under the memorandum of association or otherwise, taken on the responsibility of paying, or entering a certain contribution to the company, are liable to the company for fulfillment of that obligation and are obliged to compensate damage caused to the company by failing or being late to carry out that duty. The memorandum of association, i.e. the articles of association in case of a joint stock company, may stipulate an obligation to pay liquidated damages for untimely performance, or failure to perform the obligation of entering a certain contribution to the company.

If the company member omits to perform his obligation, even in the additional term, the company may pass a decision to expel such member from the company,i.e. in case of a joint stock company, a decision to withdraw and annul without compensation the shares of that shareholder which have not been paid, i.e. for which no in kind contribution has been entered into the company. Continue reading Expulsion of a Company member →

Duty to keep business secret according to provisions of the Companies act

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Duty to keep business secret is regulated by the provisions of Articles from 72 to 74 of the Companies Act.

A business secret is information the disclosure of which to a third party may damage the company, as well as information that has, or may have, economic value because it is not generally known or easily available to third parties who could acquire economic benefit through its use or disclosure, and with regard to which the company took appropriate measures to keep its secrecy.

Information which is a business secret may be of a productive, technical, technological, financial or commercial nature, a study, a research finding, as well as a document, formula, drawing, facility, method, procedure, notice or internal instruction, and the like. Continue reading Duty to keep business secret according to provisions of the Companies act →

Decision on status change

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Status changes which are stipulated by the Companies Act (“Official Herald of RS”, Nos. 36/2011, 99/2011, 83/2014 – other law, 5/2015 and 44/2018) are: acquisition, merger, division and spin-off.

By-Laws and Documents which are necessary for the implementation of the status change

For the purpose of conducting a status change, the board of directors, i.e. supervisory board, if the company has a two-tier management system, prepares the following by-laws and documents:

  • Draft agreement on status change, i.e. draft division plan, if only one company participates in the status change, as well as all the following documents which are the integral part of the agreement on status change:
    – Proposal of a decision on amendments to the memorandum of association, i.e. articles of association of the recipient company, and, if the status change leads to the incorporation of a new company, a proposal of the memorandum of association, as well as a proposal of the articles of association of that company if such company is a joint stock company
    – Divisional balance sheet of the transferring company, in case of a status change involving division or spin-off
    – List of the members of the transferring company with the designation of the par value of their shares, i.e. stocks in the recipient company, as well as shares, i.e. stocks they acquire in the recipient company
    – List of employees in the transferring company whose employment continues in the recipient company.
  • Financial statements, with the auditor’s opinion with the balance on the day that precedes for no more than six months the day of adoption of the decision of the general meeting on the status change
  • Auditor’s report on the completed audit of the status change
  • Report on the status change compiled by the board of directors, i.e. executive board, if the company has a two-tier management system
  • Proposal of the decision of the general meeting on the status change. Continue reading Decision on status change →