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:
- pre-emptive right
- share transfers with the consent of the company
- company’s right to designate the share purchaser and
- 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
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
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