Attorney Dragana Djordjevic » "Serbian Business Registers Agency" (2)

Company’s Memorandum of association

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According to the provisions of the Companies Act a memorandum of association is a constitution document of a company that takes the form of a decision on incorporation if the company is incorporated by a single person, or the form of an agreement on association if it is incorporated by several persons.

At the occasion of company incorporation, the signatures on the memorandum of association are certified in keeping with the act which regulates signature certification.

In a general partnership, limited partnership and a limited liability company, a memorandum of association regulates the manner of management of a company and other issues in keeping with the Companies Act for each individual legal form of a company.

A joint stock company has a memorandum of association and articles of association that regulate the manner of management of the company and other issues in keeping with the Companiess Act, unless a separate act provides otherwise.

A person who later joins the company is bound by the company’s memorandum of association i.e. articles of association from the day of acquiring the status of a company member in accordance with the Companies Act. Continue reading Company’s Memorandum of association →

Entrepreneur or company

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Status and position of the entrepreneur and the company is governed by the provisions of the Law on Companies.

The entrepreneur, according to the provisions of Article 83 of the Law on Companies, is definied as a natural person with full capacity who is registered in the Business Entities Register and is engaged in a business activity for the purpose of profit generation.

Entrepreneur or company

Also the entrepreneur in terms of the Law on Companies, shall be a natural person registered with a special register who carries on a professional activity governed by a special regulation, if this is provided by such regulation. Continue reading Entrepreneur or company →

Registration of the representative office in Serbia

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Registration of the representative office in Serbia – the legal framework

The legal position of the representative office of a foreign company in the Republic of Serbia as well as the registration of a representative office in Serbia, are regulated by the provisions of articles 574-577 of the Companies Act (RS Official Gazette, Nos. 36/2011, 99/2011 and 83/2014 – other law, 5/2015, 44/2018, 95/2018, 91/2019 and 109/2021), the Law on the Registration Procedure in the Agency for Business Registers (“Official Gazette of RS”, No. 99/2011, 83/ 2014, 31/2019 and 105/2021) and the Rulebook on the content of the Business Entities Register and documents required for registration (RS Official Gazette, No. 42/2016).

The Companies Act with provisions of article 574. paragraph 1 define the representative office as a separate organisational unit of a foreign company that may carry out preliminary and preparatory work leading to the conclusion of a transaction by that company.

Continue reading Registration of the representative office in Serbia →