On 17.10.2012, the National Assembly of the Republic of Serbia adopted the amendments to the Company Law of the Republic of Serbia (“Official Gazette of RS, number 36/2011, 99/2011, 83/2014 – other law, 5/2015, 44/2018, 95/2018, 91/2019).
Goals:
Concretization of existing provisions, along with new solutions which broaden the inspection over the operation of companies with the introduction of new institutes, and that are reflected particularly in:
* More efficient protection of minority members of the society;
* Greater supervision and more concrete regulations on conclusion of agreements in companies where there is personal interest of natural persons or management bodies;
* Compliance with European Union Directives;
* Encouragement for the engagement of shareholders and identification of and end company shareholders.
Amendments related to mandatory registration of companies as users of Electronic office services, which includes mandatory registration of an electronic mail address, and submission in accordance with the law governing electronic documents, electronic identification and delivery into the unified electronic mailbox on the portal of the Electronic office, received particular attention.
Perhaps the most interesting amendment, and certainly the one that was extensively written about recently, entitles the interested party to file a claim for removal of the registered company address. Upon its finality, the judgement ordering the removal of the registered company seat address is delivered to the registrar of companies. Consequently, the registrar of companies launches the procedure of forced liquidation in the event that the company should fail to register a new company seat address within 30 days of the finality of judgement.
News:
* Depending on the company form, the method for deciding on the approval of personal interest affairs, value assessment and details of the information on the legal affairs being concluded have been changed. Additionally, there is the obligation of highlighting transactions of personal interest for the director and supervisory board members in the annual financial reports, for companies with a two-tier management structure; There are consequences for breaching these provisions that draw criminal and misdemeanor liability, and are punishable with up to 1 year in prison and up to a 2 000 000 Dinars fine;
* A mandatory remuneration policy is introduced for two-tier companies. The remuneration policy should include complete information on the contracts concluded with the director and supervisory board members, the remuneration structure, the number of shares and warrants granted to the director or supervisory board member, all fixed and variable shares of the remuneration, an explanation of the changes in earnings policy and the like;
* At the request of a person owning at least 5% of company shares, a concrete procedure has been determined enabling the obtain of information on the earnings of management bodies;
* The adoption of certain amendments eliminated the possibility of the director and supervisory board members issuing approved company shares on the basis of authorization by statute or a decision by the company assembly;
* Institutional investor as a novelty: The terms institutional investor (companies performing life insurance, reinsurance, voluntary pension insurance affairs), asset manager and proxy advisor are introduced, as are their responsibilities, the contents of institutional investor and asset manager’s engagement policy and the like;
* Finally, the obligation of submitting complete information to companies whose shares they own is also provided for the shareholders. The company is responsible for storing and securing such information in accordance with the provisions regulated by the Law on Personal Data Protection.
By careful analysis of the adopted amendments, we can conclude that the final and all-embracing goal is greater legal security, more transparent business operations, greater control, and prevention of misuse by authorized persons.
