Have you already harmonized your MoA with amended Companies Law?

New Companies Law (Official Gazette of the Republic of Serbia No. 33/11) was adopted at a session of the Parliament on 25 May 2011 and published in the Official Gazette of the Republic of Serbia on 27 May 2011, and it came into force on 4 June 2011.

After it came into effect, the Amendments and Supplements to this Law were promulgated, published in the Official Gazette of the Republic of Serbia No. 99/11 of 27 December 2011 and entered into force on 4 January 2012.

Aforementioned amendments extend the deadline for joint-stock companies to harmonize their Memorandum of Association (MoA) with this Law, whereas business associations registered as limited liability companies must harmonize their MoA until 31 January 2012 at the latest. All changes must be registered with the Business Register Agency (BRA) in the period between 1 February 2012 and 30 April 2012.

The most important change that is necessary to be made in order to bring an MoA in accord with the new Companies Law is to express the company's capital in RSD (instead of EUR as before) and to specify in the MoA if the management is unicameral or bicameral.

Unicameral management means that a company can have an assembly and one or more directors, while bicameral management means it can have Assembly, Supervisory Board and one or more directors.

Existing joint-stock companies are obliged to harmonize their MoA and Statute until 30 June 2012 and register changes in accordance with the Law until 15 July 2012.

Pursuant to this Law, if a company fails to harmonize its MoA with the Law in the prescribed time, the Business Register Agency (BRA) can force its liquidation.

Source: Lawyer's Office Ljubisa Zivadinovic

Address: Belgrade, 51 Bulevar Oslobodjenja

Mail: miaz@afeja.com