Company’s legal form change

Company may change its legal form under the conditions and procedure which have been prescribed by the provisions of Articles 478 to 482 of the Companies Act.

Concept of a Legal Form Change

By changing the legal form, a company converses from one legal form into another legal form, in accordance with Companies Act.

The change of the company’s legal form does not affect the legal personality of that company.

The provisions of the Companies Act governing establishment of a form of a company apply mutatis mutandis to the change of a legal form of the relevant company, unless this Act stipulates otherwise. Continue reading Company’s legal form change

Establishment of private preschool institution

The preschool institutions are the holders of preschool upbringing and education.

The field of preschool upbringing and education is regulated by the following laws:

  • Law on the Foundations of the Education and Upbringing System (“Official Gazette of the Republic of Serbia” No. 88/2017, 27/2018 – other act, 10/2019, 27/2018 – other act, 6/2020 and 129/2021)
  • Law on Preschool Upbringing and Education (“Official Gazette of the Republic of Serbia”, No. 18/2010, 101/2017, 113/2017 – other act, 95/2018 – other act, 10/2019, 86/2019 – other act, 157/2020 – other act, 123/2021 – other act and 129/2021) and
  • Law on Public Services (“Official Gazette of RS”, Nos. 42/91, 71/94, 79/2005 – D. Law, 81/2005 – Official Gazette, 83/2005 – 83/2014 – the law).

Given that the activity of preschool education is a matter of immediate social interest and it is realized as a public service, the regulations on public services apply to the establishment and operation of such an institution. Continue reading Establishment of private preschool institution

Status changes according to the Law on Business companies – concept and types

Concept of a Status change:
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 essence of the status change is manifested in the following two important elements:

  • transfer of assets and obligations – without the transfer of assets and obligations from one company to another status change does not exist. This is achieved by universal or singular succession.
  • proportional conversion of stocks and shares – All members of the transferring company acquire shares, i.e. stocks in the recipient company pro rata to their shares, i.e. stocks in the transferring company, unless:
    – each member of the transferring company agrees that the status change establishes a different ratio for such conversion of shares, i.e. stocks, or
    – a member of the transferring company who dissented from the decision on status change exercises his right to payment instead of the acquisition of shares, i.e. stocks in the recipient company, whereas the buy-back price of his stocks is determined by the decision on status change Continue reading Status changes according to the Law on Business companies – concept and types