Attorney Dragana Djordjevic » "Share capital" (3)

Shares in limited liability company according to companies act – basic rules

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The share represents the contribution of a member into the limited liability company’s share capital which is expressed in percentage. A company member acquires a share in the company proportionately to the value of his contribution into the company’s share capital, unless otherwise provided by the memorandum of association upon company incorporation or by a unanimous resolution of the general meeting.

A company shareholder may have only one share in the company.

If a company shareholder acquires more shares, these shares are joined and comprise one share.

Legal Nature of Shares

A company’s shares are not securities.

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. Continue reading Shares in limited liability company according to companies act – basic rules →

Contributions of the company

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According to the provisions of the Companies Act contributions to the company may be pecuniary or in kind, and are expressed in dinars.

If a pecuniary contribution is paid in a foreign currency in accordance with the law governing foreign currency operations, the dinar counter value of the contribution is calculated using the National Bank of Serbia middle exchange rate on the day of contribution payment.

In kind contributions may be given in tangibles or intangibles, unless otherwise specified by the Companies Act for certain types of companies.

The company’s share (registered) capital is the pecuniary value of the company’s members’ subscribed contributions to the company, which is registered in accordance with the registration act. Continue reading Contributions of the company →

Financing of the company by the founders through loan

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Contracting and implementation of the loan to the company from the founders is almost entirely governed by the provisions of the Law on Contracts and Torts.

The Companies Act in the part Additional Payments and Loan to the Company (Articles from 178 to 181) prescribes manner of esblishing the additional payment obligation, consequences of failure to make addititonal payment and return of the additonal payments, but does not provide specific rules relating to the loan. Provisions of the Companies Act which regulate payment limitations to the company’s founders, approval of a transaction in which there is personal interest and company’s share capital increase contain norms that are important for the contracting and implementation of loan.

The Law on Cotract and Torts doesn’t impose restrictions when it comes to the conclusion of the loan contract and the lender can be both as a business entity and natural person. According to the provisions of Article 557 of the Law on Contract and Torts by a loan contract the lender shall assume the obligation to transfer ownership to the borrower of a specific amount of money or other interchangeable objects, while the borrower shall assume the obligation to restitute after a certain time to him the same amount of money, or same quantity of objects of the same kind and quality. Continue reading Financing of the company by the founders through loan →