On 17 November 2021 the National Assembly adopted the Law on Amendments to the Company Law (Official Gazette of the Republic of Serbia no. 109/2021) (hereinafter: the “Amended Law”) thereby implementing significant changes.
The goal of the adopted changes is to mitigate the existing problems in practice, inter alia, in relation to fictitious addresses of the registered seats of companies, special duties that prescribed persons have towards the company and protection of small shareholders in joint stock companies.
Key Novelties
One of the most significant changes is the newly imposed obligation for the companies to register as the users of eGovernment portal. It is envisaged to have the e-documents delivered to the company via Single Electronic Mailbox available at the eGovernment portal. As compliance with this obligation requires extensive resources and preparations, the implementation of it has been postponed, i.e. it will enter into force 18 months after the Amended Law enters into force.
In order to prevent use of fictitious addresses as registered seats of companies, the Amended Law enables the interested person to file a lawsuit requesting deletion of the registered address of the company’s seat, if the person, who has the right of ownership, did not allow the use of the premises where the company’s registered seat is located. If the company does not register a new address of the registered seat within prescribed deadline (30 days from the day the decision of the court has become final), the register of business entities shall ex officio initiate the procedure of compulsory liquidation of that company.
Further, the Amended Law regulates in more detail the obligation of notification that prescribed persons have in relation to activities in which there is personal interest. The manner of obtaining the approval is defined in more detail and the obligation to include in the annual financial reports the data concerning the transactions in which personal interest was involved is imposed.
Lastly, other novelties refer to:
- addition to the data on natural persons that are registered in the relevant registry (e.g. legal representative) – it will be required to register the information on gender of the person,
- defining a non-monetary stake in the company in the case of the purchase of a bankruptcy debtor as a legal entity,
- prescribing in more detail cases in which the entrepreneur ceases to perform activities by force of law,
- remuneration policies in public joint stock companies,
- encouragement of long-term engagement of shareholders in public joint stock companies and protection of small shareholders.
Application of the Law
The Amended Law entered into force on 27 November 2021, however, due to significance of the amendments, the implementation of certain provisions has been postponed:
- the obligation to create a user account on eGovernment portal will enter into force on 27 May 2023,
- provision concerning the addition to the registered data on natural persons will be applicable as of 1 June 2022,
- provisions concerning the address of the registered seat will enter into force on 1 June 2022.
