Notice for All Business Entities Undergoing Tax Control

The provision of Article 29 of the Law on Tax Procedure and Tax Administration stipulates that the Serbian Business Registers Agency may not:

  • delete a business entity from the prescribed register,
  • register status changes, and
  • make changes to the data relating to founder, i.e. member, name, seat, contribution and form of organization, suspension or other changes in the data related to the performance of business of a sole proprietor

during the period from the receipt of the notification by the Tax Administration that tax control, including the actions of the Tax Police, will be performed with the business entity for the purpose of detecting tax crimes, until the notification that the tax control has been completed, i.e. that the actions by the Tax Police have been completed. The same shall apply to the period from the receipt of the notification that the business entity’s Taxpayer Identification Number (“PIB”) has been temporarily withheld pursuant to this Law, until the notification that the PIB has been returned to the busniss entity.

Additionally, the Serbian Business Registers Agency cannot register the acquisition of shares or stocks in business entities, or the establishment of new business entities, when it comes to cases where a legal person or sole proprietor (to whom the measure referred to in paragraph 9 of this Article, i.e. tax control/confiscated 'PIB’, applies) is registered as the founder.

Via the website of the SBRA, you can search business entities in the: The Central Register of Temporary Restrictions of Rights of Entities Registered with the Serbian Business Registers Agency.

After the Tax Administration informs the Serbian Business Registers Agency that control over the business entity has been completed or that the temporarily withheld PIB has been returned to the business entity, the procedure of deleting or changing the data in the Register can be initiated.

Application for Registration

DOCUMENTATION REQUIRED FOR REGISTRATION OF ENTRY AND REGISTRATION OF CHANGE IN BUSINESS ENTITIES’ DATA AND DOCUMENTS

Registration Application

The application for registration of change is not prescribed. However, the forms containing appropriate notes that may facilitate the registration and be helpful in completing the application are provided in the section Forms. When submitting an application for registration of a change, care should be taken to ensure that the first page of the application (Mandatory Information) is always submitted, and that it is accompanied by an appropriate appendix/appendices, depending on the type of change being reported. In doing so, it is important to choose the appropriate appendix, so that the information entered in the appendix is in accordance with the documentation accompanying the registration application. If multiple changes are reported at a time, only one copy of the first page of the application (Mandatory Information) shall be enclosed and it shall be accompanied by the appropriate appendices (in the required number of copies thereof).

Authorised Applicant

The application for registration of a change shall be submitted by the registered representative of the business entity (director, other registered representative, liquidator, or bankruptcy administrator). The applicant may also be a person authorized in this respect by the representative’s authorisation, in which case the authorization shall be attached.

If the application relates to a change of a representative, the applicant shall be either a newly-appointed representative or other registered representative who has not been removed. A removed representative may not apply for registration, except in the case when his/her resignation represents the grounds for the strike-off.

You can read more about the Authorised Applicant in the section General Instructions.

Certification of Documentation and Apostille

If the law stipulates that a certified documentation shall be submitted along with a registration application, it means that the certification shall be made by the authority responsible for the certification of signatures (as of 1 March 2017, only notaries are competent for the certification of documents, except in those local self-government units where there are no notaries, due to which the certification can still be done by a court or municipality).

A documentation that is certified abroad by an authority responsible for the certification of signatures becomes a foreign public document and it must contain an Apostille – if this country is a party to the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, unless a bilateral agreement on mutual recognition of public documents without legalization has not been concluded between this foreign country and the Republic Serbia. In case a particular foreign country is not a party to the Hague Convention and does not have a bilateral agreement on mutual recognition of public documents without legalization with the Republic of Serbia, the so-called "full" legalization is required.

More information on the countries that have concluded bilateral agreements with the Republic of Serbia, i.e. on the parties to the Hague Convention, is available here.

A documentation drawn up in a foreign language shall be accompanied by a translation thereof into the Serbian language, certified by a permanent certified court interpreter.

Notarial (Solemnized) Certificate

When a document that represents the grounds for the transfer of the ownership right on a real property (memorandum of association, agreement on the status change/division plan, agreement on admission of a new shareholder and increase of the registered capital, resolution on increase of in-kind contribution) is submitted to the Register, it shall be in the form of a notarial (solemnized) document.

Constitutive Effect of Registration of Member and Increase of the Registered Capital

Given that the status of a company member shall be acquired or terminated on the date of its registration, the resolutions on change of, e.g. director, seat, etc., shall be made by members who are registered as company members on the date such resolutions are made. For example, if the company members change (based on a share transfer agreement or other act), new members of the company cannot pass resolutions on change of some other information before being registered as the company members (e.g. they cannot appoint or remove a director, change the seat or core business activity, etc.). Instead, they will be able to pass such resolutions only after they have been registered as the company members. In such situations, it is possible to either submit resolutions (on change of directors, seat, etc.) signed by the registered company members (who are to be struck-off from the Register) or to wait until the completion of the registration of the change of members and then subsequently submit an application for the registration of change of other data.

According to the same rule, the transferee may be indicated in the amendments to the memorandum of association; however, the transferee may sign this act only after being registered as a company member; exceptionally, when a change of company members is caused by the death of a company member, i.e. on the basis of a decision on inheritance – then resolutions may be passed by heirs even before they are registered as company members, including cooperatives, where the capacity of the company member is lost and acquired in accordance with the provisions of the Law on Cooperatives, and where the effect of registration is only declarative.

It is also foreseen by the Company Law that changes in the capital of companies are deemed made on the date of their registration, i.e. registration of capital shall have constitutive but not declarative effect. For this reason, it is not possible to register a change in the memorandum of association by enclosing it to the application for registration of change in the capital. Instead, an application for registration of change in the capital should be submitted first, and only after that it is possible to make changes in the memorandum of association, which will show the new standing of the capital of the company.

Constitutive Effect of the Resolution on the Appointment or Removal of Representative

Resolutions on changes (appointment or removal) of company representatives shall produce effect on the date of their adoption or on the date of their entry into force.

It follows from the foregoing that a registration application requesting a change of a representative cannot be submitted by a person who has been removed, unless an application for the deletion of a representative on the basis of his/her resignation is submitted by the resigning representative.

Corporate Governance Bodies, by Legal Forms of Companies, Envisaged by the New Company Law

GENERAL PARTNERSHIP (Art. 111… of the Company Law)
Every partner shall be authorised to represent the partnership independently (this is stipulated by the Law), unless specified otherwise in the partnership charter (this is an exception, if so provided for in the partnership charter).
If the intention of a company is to be represented by only one, but not all, partners, this must be specified in the partnership charter.

 

LIMITED PARTNERSHIP (Art. 131… of the Company Law)
It shall be represented only by general partners.
A limited partner can only be a procurator, if ALL general partners grant a procuration to him/her.

 

LIMITED LIABILTY COMPANY (Art. 198, 218, 221… of the Company Law)
ONE-TIER TWO-TIER
It has one or more directors. They shall be appointed by the general meeting. It has one or more directors. They shall be appointed by the supervisory board.
Each director shall also be a legal representative. Each director shall also be a legal representative.
If the company has more than one director, all directors shall jointly represent the company (this is stipulated by the Law), unless specified otherwise in the memorandum of association or resolution of the general meeting. In this case (when each director represents the company independently), such representation may be unrestricted or restricted by the co-signature of another person. If the company has more than one director, all directors shall jointly represent the company (this is stipulated by the Law), unless specified otherwise in the memorandum of association or resolution of the supervisory board. In this case (when each director represents the company independently), such representation may be unrestricted or restricted by the co-signature of another person.
  It also has a supervisory board with the chairperson. The members and the chairperson shall be elected by the general meeting.

 

JOINT STOCK COMPANY (Art. 382, 417… of the Company Law)
ONE-TIER TWO-TIER
It has one or more directors. They shall be appointed by the general meeting. It has one or more executive directors. They shall be appointed by the supervisory board.
If it has more than two directors, then it shall have a BOARD of DIRECTORS with a chairperson. If it has more than two directors, then it shall have an EXECUTIVE BOARD.
It shall be represented by all or some of the directors (if it has more than one director). It shall be represented by all or some of the directors (if it has more than one director).
Those directors who are representatives represent it jointly (this is stipulated by the Law) unless specified in the memorandum of association or resolution of the general meeting that each of the directors shall represent it independently. In this case (when each director represents the company independently), such representation may be unrestricted or restricted by the co-signature of another person. Those directors who are representatives represent it jointly (this is stipulated by the Law) unless specified in the memorandum of association or resolution of the general meeting that each of the directors shall represent it independently. In this case (when each director represents the company independently), such representation may be unrestricted or restricted by the co-signature of another person.
One of the directors - representatives may be the general director (who does not have to be appointed), who shall be appointed by other directors. One of the directors - representatives shall be the general director (who shall be appointed if the company has executive board), who shall be appointed by the supervisory board..
  It shall also have the supervisory board with the chairperson. The supervisory board members shall be appointed by the general meeting, while the chairperson shall be appointed by the members of the supervisory board.
The number of directors appointed through co-optation may not be higher than two.  

 

Functions Holding the Authority for Representation

The Company Law prescribes that companies shall have legal (statutory) representatives and other representatives. When it comes to the legal (statutory) representatives, the Law prescribes for each legal form what persons, i.e. what functions shall be entitled to hold the authority for representation and therefore, you have to take care that only the functions envisaged by the Law may be registered as legal representatives of a specific form of company. Functions of ‘Other Representatives’ are not subject to registration. However, this is not an obstacle for a company not to appoint by its internal acts a certain person as the holder of any function it chooses.

Below you may find a list of the functions, by legal form, which are permitted by the applicable legislation to hold the title of a legal (statutory) representative:

General partnership:

  • partner authorized to represent

Limited partnership:

  • general partner authorized to represent

Limited liability company:

  • Director
  • Acting Director
  • Chairperson of the Executive Board (only in leasing companies)
  • Acting Chairperson of the Executive Board (only in leasing companies)

Joint stock company:

  • Director
  • Acting Director
  • Member of the Board of Directors
  • Actng Member of the Board of Directors
  • Chairperson of the Board of Directors
  • Acting Chairperson of the Board of Directors
  • General Director
  • Acting General Director
  • Executive Director
  • Acting Executive Director
  • Chairperson of the Executive Board (only in banks and leasing companies)
  • Acting Chairperson of the Executive Board (only in banks and leasing companies)

Branch of a foreign company:

  • representative of the branch

Representative office of a foreign company:

  • representative of the representative office

Public enterprise:

  • Director
  • Acting Director

Cooperative:

  • Director
  • Acting Director

Cooperatve federation:

  • Chairperson of the cooperative federation
  • Acting Chairperson of the cooperative federation

When a company determines in a resolution of the general meeting, but not in the memorandum of association, that it has two or more directors, in case of the change of a director it is necessary that the resolution appointing a new director indicates the resolution which determines the number of directors (the number and date of the resolution). Such indication is necessary given that, unlike the memorandum of association, the resolution by the general meeting determining the number of directors is not subject to registration or publication. Therefore, the number of directors might be an issue when deciding upon an application requesting registration of a new director.

Registration of the Restrictions of Authority for Representation:

The provision of Article 33 of the Company Law stipulates that a representative shall be obliged to act in line with the restrictions of his/her authority established in the company documents or resolutions of the competent corporate governance bodies. The same provision of the Law further stipulates that restrictions on authority of representatives may not be used against third parties, with the exception of restrictions of the representative’s authority in the form of mandatory co-signing, which may be used against third parties, if they are registered in compliance with the law on registration.

The quoted provision of the Law demonstrates that third parties are not obliged either to be aware of or to take care of the restrictions of authority of representatives of companies; instead, it is the representatives who are obliged to perform the tasks assigned to them within the scope of the powers granted to them by company documents or resolutions of the competent corporate governance bodies of the company; however, such restrictions of the authority of representatives are not subject to registration, except in the case of a restriction of powers in the form of mandatory co-signing, which may be used against third parties, if registered in compliance with the law on registration.

General Changes

Documentation Required for Registration of Changes in Business Entities

Application for Registration of Change of Business Name:

  • Application for registration of change of business name (Mandatory information + Appendix 01),
  • resolution of the competent body on change of the business name,
  • proof of payment of the fee for registration of change of data (fee).

The Company Law stipulates that the company shall operate and participate in legal transactions under a business name registered in compliance with the law on registration. A business name shall contain the company name, legal form and place of the company seat. It may also include a description of the scope of business of the company, as well as other elements, if prescribed by law. A business name of the company in the process of liquidation shall be accompanied by the designation “u likvidaciji”. In addition to its business name, the company may use an abbreviated business name, under the same conditions under which it uses its business name, and it shall contain the company name and legal form. An abbreviated business name may contain acronyms of words contained in the company name and description of the scope of business (if the company name or description of the scope of business contained in the business name consists of more than one word), but these acronyms must not be identical with the name of another company or be mistaken for another company. You can read more about the business name in the section General Instructions.

If a translation of a business name or a translation of an abbreviated business name is submitted for registration, then Appendix 02  should be used.

Application for Registration of Change of Seat:

  • Application for registration of change of seat (Mandatory information + Appendix 03),
  • resolution of the competent body on change of the seat,
  • proof of payment of the fee for registration of change of data (fee).

The company seat shall be a place in the territory of the Republic of Serbia from which the company’s business operations are managed. It is determined as such in the memorandum of association, articles of association or resolution of the general meeting, or in the resolution of the partners or general partners.

If a change of the seat is such that, in addition to the street and street number, also includes the change of the seat, so that the company moves e.g. from Belgrade to Pančevo, the Registrar shall make changes in the business name, in the part thereof that relates to the place of the seat (without an application and a special fee). The same will be done if the company has a registered abbreviated business name that includes the seat. However, if the company has registered translations of its business name, it is necessary that it submits an application for registration of change of this information (Appendix 02), required documentation and a proof of payment of the registration fee.

Before submitting the registration application for the change of seat data, please check the data on the new address in the Address Register of the Republic Geodetic Authority or check with the National Spatial Data Infrastructure, whether the desired street name exists within the territory of a certain populated place, since the Registrar is obliged to use data on addresses from the Register of Territorial Units and the Address Register maintained by the Republic Geodetic Authority.

If there is no specific street name in the Address Register within the territory of a certain populated place in the manner specified in the application as well as the attached documents, the Registrar’s decision will be to reject the registration application. If you have any questions about the exact address of a certain building in which the seat of the business entity will be, you can contact the Republic Geodetic Authority at My Address mojaadresa@rgz.gov.rs.

Application for Registration of Change of Mailing Address:

A mailing address is a separate address that, if any, is always different from the address of the seat. Therefore, a company does not need to have a mailing address, but if it does, it must be different from the address of the seat and must be registered.

Before submitting the registration application for the change of seat data, please check the data on the new address in the Address Register of the Republic Geodetic Authority or check with the National Spatial Data Infrastructure, whether the desired street name exists within the territory of a certain populated place, since the Registrar is obliged to use data on addresses from the Register of Territorial Units and the Address Register maintained by the Republic Geodetic Authority.

If there is no specific street name in the Address Register within the territory of a certain populated place in the manner specified in the application as well as the attached documents, the Registrar’s decision will be to reject the registration application. If you have any questions about the exact address of a certain building in which the seat of the business entity will be, you can contact the Republic Geodetic Authority at My Address mojaadresa@rgz.gov.rs.

Application for Registration of Change of Email Address:

The company is required to have an email address, which is registered in compliance with the law on registration.

Application for Registration of Change of Core Business Activity:

  • Application for registration of change of еmail address (Mandatory information + Appendix 04),
  • resolution of the competent body on change of the core business activity,
  • proof of payment of the fee for registration of change of data (fee).

A company shall have its core business activity, which shall be registered, but it may also conduct all other business activities not forbidden by law, regardless of whether they have been specified in the memorandum of association or articles of association. You can read more about the core business activity in the section General Instructions.

Application for Registration of Change of Company Duration:

  • Application for registration of change of company duration (Mandatory information + Appendix 05),
  • resolution of the competent corporate governance body of the company on change of the company duration,
  • proof of payment of the fee for registration of change of data (fee).

A company shall be deemed to have been formed for an indefinite period of time, unless specified otherwise in its memorandum of association or articles of association. A company formed for a definite period of time may, by a resolution that shall be registered, extend its duration or continue its operation as a company formed for an indefinite period. A resolution on change (extension) of company duration shall be unanimously adopted by all partners (general partnership), or by all general and limited partners (limited partnership), or by the general meeting, by a two-thirds majority of all company members (limited liability company), or by the general meeting, by a three-quarters majority of votes of the present shareholders (joint stock company).

Application for Registration of Change of Partnership Charter (of general partnership or limited partnership) or Memorandum of Association (of limited liability company):

  • Application for registration of change of the partnership charter/memorandum of association (Mandatory information + Appendix 28),
  • resolution of the competent corporate governance body of the company on change of the partnership charter (general partnership, limited partnership) / memorandum of association (limited liability company),
  • consolidated text of the amendments to the partnership charter (general partnership, limited partnership) / memorandum of association (limited liability company), signed by the company’s authorized representative,
  • proof of payment of the fee for registration of change of data (fee).

The memorandum of association shall be amended by a resolution of partners, general partners and limited partners or of the general meeting. The resolution shall be signed by company members who have voted for it and shall be certified if this is prescribed in the memorandum of association and if such obligation has been registered. Otherwise, it shall be assumed by the law that amendments to the memorandum of association are not subject to certification.

Following each amendment to the memorandum of association and/or articles of association, the legal representative of the company shall be obliged to draw up and sign the consolidated text of these documents. Therefore, when a company makes amendments to the memorandum of association, it is mandatory that a consolidated text of the memorandum of association is drawn up, and both of these documents shall be submitted for registration.

Also, instead of drawing up these two documents (amendments to the memorandum of association + consolidated text), the company may decide to adopt a new memorandum of association. In this case, the previous memorandum of association is annuled and a new one is adopted. The new memorandum of association drawn up in this way is also not subject to certification (this rule does not apply toregistration of formation of a company, given that the first memorandum of association shall always be certified). The memorandum of association of a joint stock company shall not be amended, only the articles of associations.

In particular, it should be noted that registration of amendments to the memorandum of association or the new memorandum of association cannot be performed simultaneously with registration of change of company members and/or change of capital, given that these two changes shall produce effect only upon registration. You can read more about this in the section Practical Notes on this page, entitled "The Constitutive Effect of Registration of Member and Increase of Registered Capital".

Application for Registration of the Obligation to Certify the Memorandum of Association or the Termination of the Obligation to Certify the Memorandum of Association:

  • Application for registration of the obligation to certify the memorandum of association or of the termination of the obligation to certify the memorandum of association (Mandatory information + Appendix 28),
  • resolution of the competent corporate governance body of the company to amend the memorandum of association,
  • consolidated text of the amendments to the memorandum of association, signed by the company’s authorized representative,
  • proof of payment of the fee for registration of change of data (fee).

The obligation to certify the amendments to the memorandum of association shall be envisaged by the memorandum of association and shall be registered. Otherwise, it shall be assumed by the law that amendments to the memorandum of association are not subject to certification.

Application for Registration of Amendments to Articles of Association:

  • Application for Registration of Amendments to Articles of Association (Mandatory information + Appendix 28),
  • resolution of the competent corporate governance body of the company to amend the articless of association,
  • consolidated text of the amendments to the articles of association, signed by the company’s authorized representative,
  • proof of payment of the fee for registration of change of data (fee).

In addition to the memorandum of association, joint stock companies shall have the articles of association, which shall be made in a written form and shall be registered. A jont stock company’s articles of association regulate the corporate governance and other matters in accordance with the Law and shall contain all relevant information about the company (business activity, capital, shares, corporate governance, internal organization). It is changed with every change of this data, based on the resolution of the general meeting, at least once a year if in the previous year there was a change in the data on the registered capital and shares.

Changes Related to Representatives

Legal Representative:

The legal (statutory) representative of a company shall be a person or a company registered in the Republic of Serbia who shall perform this function through its legal representative - who is a natural person or through a natural person authorised to do so by virtue of a special authorisation. The company shall always have at least one legal representative who is a natural person. The legal representatives should be listed/specified in Appendix 06.

Other Representatives:

In addition to legal representatives, representatives of the company shall also be the persons who are authorised to represent the company pursuant to the relevant company documents or resolution of the competent corporate governance body. Other representatives should be listed/specified in Appendix 07.

Director’s Resignation or General Partner’s Cancellation of the Authorisation for Representation:

The director of the company may resign by submitting a written letter of resignation to the remaining directors. In single-director companies, the director shall resign by submitting a letter of resignation to the chairman of the general meeting or to the shareholder of the company with the largest number of shares with voting rights. The letter of resignation shall produce effect toward the company as of the date of submission, unless a later date is specified therein. The resignation of the director and the deletion of the director shall be registered in compliance with the law on registration. If the sole director of the company has resigned, s/he shall be obliged to continue performing the activities that may not be postponed until a new director is appointed, but not longer than 30 days from the date of registration of the resignation.

A partner may cancel the authorisation for representation if there are justified reasons for such action. In this case, the partner shall in due time notify in writing all other partners of his/her intention to cancel the authorisation for representation, in order to make it possible for other partners to take over the company representation duties. The partner, or the limited partner, who cancels the authorisation for representation shall in due time notify in writing all other partners, that is, limited partners, of his/her intention to cancel the authorisation for representation. The partner’s cancellation of the authorisation may be replaced by a court decision revoking the authorisation.

In order to facilitate the application of Article 30 of the Rulebook on the Content of the Register of Business Entities and the Documentation Required for Registration, we have listed below the possible changes and the necessary documentation:

Application for Registration of Entry or Change of Authorized Representative:

  • Application for Registration of Entry or Change of Authorized Representative (Mandatory information + Appendix 06 or Appendix 07),
  • resolution of the competent body on the appointment or removal of the authorised representative,
  • proof of payment of the fee for registration of change of data (fee).

Application for Registration of Resignation of Authorised Representative:

Application for Registration of Cancellation of Authorisation for Representation of Partner/Limited Partner:

  • Application for Registration of Cancellation of Authorisation for Representation of Partner/Limited Partner (Mandatory information + Appendix 06 + Appendix 28),
  • notice of cancellation of authorization or court decision revoking the authorisation,
  • proof of payment of the fee for registration of change of data (fee).

Application for Registration of Entry or Change of Director:

  • Application for Registration of Entry or Change of Director,
  • resolution of the competent body on the appointment or revocation of director or resignation of executive director,
  • proof of payment of the fee for registration of change of data (fee).

In case of registration of change of the director of a joint stock company, then the application for registration of change of the director/board of the joint-stock company is used (Mandatory Data + Appendix 08). If the director who is to be entered in the register is also the legal representative of the company, then Appendix 06 is to be attached. The executive director may resign at any time by submitting a written letter of resignation to the supervisory board. The resignation and strike-off of the executive director from the register shall be registered in compliance with the law on registration.

To register a change of the director of other legal forms, the aapplication for registration of change of the legal representatives (Mandatory Data + Appendix 06) is to be used.

In the event of termination of the function in a public enterprise due to termination of the term of office, it is necessary to submit the application for registration of strike-off and entry of directors and the resolution on appointment, or only the application for registration of strike-off should be submitted if the reason for the strike-off is termination of the term of office.

Application for Registration of Change of the Scope of Authorisations of Representatives:

  • Application for Registration of Change of the Scope of Authorisations of Representatives (Mandatory Data + Appendix 06 or Appendix 07 + if needed Appendix 30),
  • resolution of the competent body on the change of the scope of authorisations of the legal representative,
  • proof of payment of the fee for registration of change of data (fee).

The scope of authorisations of a representative shall be determined by acts of the company or resolutions of the competent body and the representative shall be obliged to act in accordance with them.

Here you can read more about restrictions of the authorisation for representation.

If the restrictions of the authorisation for representation are such that they cannot be entered in the appropriate fields in the application (Appendix 06 or 07, depending on the type of representative), then Appendix 30 shall be enclosed, providing sufficient space for entering the restrictions.

Liquidator - Definition:

A liquidator shall be appointed and removed by the resolution of the company. Upon appointment of the liquidator, the representation rights of all representatives of the company shall terminate. The company may have several liquidators.

Application for Registration of the Removal of the Liquidator:

  • Application for Registration of the Removal of the Liquidator: (Mandatory Data + Appendix 06),
  • resolution by the competent body removing the liquidator and appointing a new one,
  • proof of payment of the fee for registration of change of data (fee).

The liquidator may be removed by a resolution passed by the competent corporate governance body and a new liquidator must be appointed by the same resolution.

Application for Registration of Resignation of the Liquidator:

  • Application for Registration of Resignation of the Liquidator: (Mandatory Data + Appendix 06 + Appendix 28),
  • letter of resignation of the liquidator,
  • proof of payment of the fee for registration of change of data (fee).

The liquidator may resign in accordance with the provisions of the Company Law governing the resignation of the company director. The resignation of a liquidator shall be registered.

Procurator:

A procuration shall be a business authorisation by which the company authorises one or more natural persons to enter into legal transactions and take other legal actions on its behalf and for its account. Exceptionally, a procuration may be issued for a branch of the company only.

Application for Registration of Procuration

  • Application for Registration of Procuration (Mandatory Data + Appendix 11),
  • resolution on issuance of procuration,
  • proof of payment of the fee for registration of change of data (fee).

A procuration shall be issued by the resolution of all partners, or limited partners, directors, board of directors or executive board, unless specified otherwise in the memorandum of association or articles of association. It shall be non-transerable, may be revoked, individual or joint.

Restrictions of procuration are stipulated by the law. Without special authorisation, the procurator may not: enter into legal transactions and take legal actions in relation to acquisition, disposal of or encumbering the property and shares that the company holds in other legal entities; assume obligations under bills of exchange and guarantees; enter into loan and credit agreements; represent the company in court proceedings or before arbitral tribunals.

The special authorisation of the procurator to enter into these legal transactions shall not be subject to registration.

It shall be allowed to restrict the authority of the procurator by the instrument of co-signing with a legal representative of the company.

A procurator may not issue the authorisation for representation to another person.

Application for Registration of Termination of Procuration

  • Application for Registration of Termination of Procuration (Mandatory Data + Appendix 11),
  • resolution on the termination of procuration,
  • proof of payment of the fee for registration of change of data (fee).

The company may revoke a procuration at any time.

The procurator may cancel a procuration at any time, provided that in the subsequent 30 days, counting from the date of delivery of the cancellation to the company, s/he shall be obliged to enter into legal transactions and take other legal actions if necessary to avoid incurring damage to the company.

Application for Registration of Entry or Change of Director:

  • Application for Registration of Entry or Change of Director:
  • resolution by the competend body on the appointment or removal of director, or the executive director’s letter of resignation,
  • proof of payment of the fee for registration of change of data (fee).

In the case of registration of a change of the director of a joint stock company, then the application for registration of change of the director/board of the joint stock company (Mandatory Data + Appendix 08) is used. If the director who is registered is at the same time the legal representative of the company, then Appendix 06 is also to be attached. The executive director may resign at any time by submitting a written letter of resignation to the supervisory board. The resignation and strike-off of the executive director shall be registered in compliance with the law on registration.

To register a change of directors of other legal forms of companies, the application for registration of legal representatives (Mandatory Data + Appendix 06) should be used.

As regards public enterprises, in the event of termination of a function due to termination of the term of office, then the application for registration of strike-off and registration of entry of director + the resolution on the appointment should be submitted, or - if the termination of term of office is the reason for the strike-off, then only the application for registration of strike-off should be submitted.

Changes Related to Corporate Governance Bodies

Application for Registration of Entry or Change of Chairperson and Member of the Executive Board:

  • Application for Registration of Entry or Change of Chairperson and Member of the Executive Board (Mandatory Data + Appendix 08),
  • resolution by the competent body on the appointment or removal of the chairperson and member of the executive board,
  • proof of payment of the fee for registration of change of data (fee).

The provisions of the Company Law do not envisage the chairperson of the executive board as a function. Accordingly, this function may be registered only in those companies whose corporate governance bodies are regulated by separate laws envisaging this function, such as banks or leasing companies.

Application for Registration of Entry or Change of the Chairperson and Member of the Supervisory Board:

  • Application for Registration of Entry or Change of the Chairperson and Member of the Supervisory Board: (Mandatory Data + Appendix 09),
  • resolution by the competent body on the appointment or removal of the chairperson and member of the supervisory board, or the letter of resignation of member of the supervisory board,
  • proof of payment of the fee for registration of change of data (fee).

The chairperson and member of the supervisory board cannot be appointed as representatives of the company.

A member of the supervisory board may at any time resign by submitting a written letter of resignation to the remaining members of the supervisory board. The resignation of a member of the supervisory board and the strike-off of a member of the supervisory board from the register shall be registered in accordance with the law on registration.

As regards public enterprises, in the event of termination of a function due to termination of the term of office, then the application for registration of strike-off and registration of entry of member of the supervisory board or chairperson of the supervisory board + the resolution on the appointment should be submitted, or - if the termination of term of office is the reason for the strike-off, then only the application for registration of strike-off should be submitted.

Application for Registration of Entry or Change of the Chairperson and Member of the Board of Directors:

  • Application for Registration of Entry or Change of the Chairperson and Member of the Board of Directors: (Mandatory Data + Appendix 10),
  • resolution of the competent corporate governance body of the company on the appointment or removal of the member of the board of directors,
  • proof of payment of the fee for registration of change of data (fee).

The application for registration of the appointment or removal of the chairperson and members of the board of directors of a public enterprise shall be accompanied by the resolution of the founder of a public enterprise.

Although the Company Law no longer envisages a board of directors as a corporate governance body of a limited liability and a joint stock company, the Law on Financial Leasing, being a lex specialis, has prescribed a board of directors and executive board as corporate governance bodies in the companies performing financial leasing operations as lessors. In line with the above, those limited liability and joint stock companies whose core business activity is 6491 - Financial leasing, may also have and register a board of directors.

The same rule applies also to banks, whose corporate governance bodies are defined by the Law on Banks, as well as to cooperatives.