Amendments to the Law on Business Entities

Share on twitter
Share on linkedin
Share on facebook

1 June 2022 marks the commencement of application of certain provisions of the Law on Amendments to the Company Law (hereinafter: the Law), the application of which was postponed until the above date. The stated provisions relate to:

  1. mandatory registration of data on gender at the time of registering domestic and foreign natural persons for whom there is an obligation to register (company members, entrepreneurs, members of supervisory boards, representatives, procurators etc.);
  2. duty of the registrar of the Register of Business Entities to, ex officio, initiate the procedure of compulsory liquidation of a company that fails to register a new seat within 30 days from validity of the judgment prescribing deletion of the registered address of the seat of such company rendered per the lawsuit for deletion of the registered address of the seat;
  3. deletion of entrepreneur from the registrar of business entities in case of: (1) account blockade for more than two years continuously; (2) ban on performing activities; (3) revoked/terminated permit/license/approval/consent, etc.; (4) existence of a binding judgment ordering deletion of registered office address, in which cases the procedure of deleting an entrepreneur, following the example of the compulsory liquidation procedure conducted in companies, is preceded by an invitation to the entrepreneur to, within 90 days from the date of publication of the notice with invitation, unblock the business account or remove the reason for deletion so that he can continue to perform activities, the same or changed, depending on the reason for deletion;
  4. two new reasons for initiating compulsory liquidation proceedings: (1) if the buyer of the bankruptcy debtor as a legal entity does not pay the missing amount up to the minimum share capital within six months from the date of termination of bankruptcy proceedings, and (2) if the company within 30 days from the day of finality of the act of the competent authority rejecting the application for registration of the change of the address of the seat, does not register the new address of the seat;
  5. shortened procedure of compulsory liquidation of a company when a reason for compulsory liquidation, which cannot be remedied, has occurred, in which case the registrar publishes a notice on the website of the register on the company when the reason for compulsory liquidation has occurred in duration of 30 days, and after the expiration of the above deadline, ex officio, initiates the procedure of compulsory liquidation of the company.

Disclaimer: The text above is provided for general guidance and does not represent legal advice. Copyright Cvetkovic, Skoko & Jovicic 2022