Registration Of Status Change And Legal Consequences Of Status Change

Registration of a status change of a company is an integral part of the phase of completion of the procedure for the implementation of status changes (merger, acquisition, division and spin-off), which are regulated by the provisions of the Companies Act.

The registration of a status change is made in compliance with the registration act concerning the recipient company and concerning the transferring company, after entry into force of the contract on status change, i.e. the division plan.

The increase, i.e. reduction of share capital, occurred as a result of a status change is registered in compliance with the registration act as well as deletion from the register of the company which is dissolved as a result of status change.

The registration of the status change may not be made before the payout is made to the dissenting members of the company participating in the status change. The chairman of the board of directors, i.e. the chairman of the company’s supervisory board, if the company has a two-tier management system confirmed by a statement in writing that all dissenting members of the company participating in the status change have been paid out, i.e. that there were no dissenting members of the company. Continue reading Registration Of Status Change And Legal Consequences Of Status Change

Decision on the acquisition of company and its legal effect

Provisions of the Companies Act shall regulate concept and types of status changes, as well as procedures for conducting status changes, registration, and legal consequences of registration of status changes.

A company in a status change – the transferring company reorganizes itself to the effect that it transfers assets and obligations to another company – the recipient company, while its members acquire shares, i.e. stocks in that company.

The acquisition represents a type of status change.

One or more companies may be acquired by another company by transferring all assets and obligations to that company, whereby the acquired company dissolves without undergoing liquidation procedure. Continue reading Decision on the acquisition of company and its legal effect

Decision on status change

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