During the implementation of the status change, it is possible to endanger the rights and interests of different categories of persons. The interests of the members of the transferring company (shareholders), the interests of the creditors of the companies participating in the status change, and the interests of third parties that do not fall into any of these categories are recognized.
Protection of the Rights of Members of the Transferring Company
Right to Additional Payment
The member of the transferring company who deems that he is a damaged by the determined ratio of the exchange of shares, i.e. stocks in the transferring company for the shares, i.e. stocks in the recipient company, may file an action with the competent court against the recipient company within a term of 30 days from the day of publication of the notification to the members of the company about the time and place at which they may inspect the documents and by-laws referred to in Article 490 of the Companies Act, and seek payment of the pecuniary compensation. If more than one action were filed, the proceedings are consolidated. Continue reading Protection of interests during implementation of status change
In terms of the Law on Incentives in Agriculture and Rural Development (“Official Gazette of RS”, No. 10/2013, 142/2014, 103/2015 and 101/2016), an agricultural holding is a production unit where a business company, agricultural cooperative, institution or another legal entity, entrepreneur or farmer performs agricultural production.
A family agricultural holding is an agricultural holding where a natural person – a farmer, together with the members of his household (regardless of kinship) performs agricultural production.
A family agricultural holding can be:
- commercial family agricultural holding (agricultural holding which is market-oriented and which can exercise the right to incentives under the conditions established by this law)
- non-commercial family agricultural holding (agricultural holding that is not market-oriented).
The property of a non-commercial agricultural holding is determined during the registration or renewal of registration in the Register of Agricultural Holdings following the law governing agriculture. Continue reading Agricultural holdings
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