Mina Stančić*
REGULAR CHANGE OF STATUS PROCEDURE IN THE PROCESS OF DISAGGREGATION AND SETTING UP A JOINT-STOCK COMPANY
In the Republic of Serbia the legal matters of statutory changes are governed by the Company Law (CL) that came into effect in 2011. This paper analyses the regular change of status procedure in the process of disaggregation and setting up a joint-stock company from the aspect of legal procedure and consequences of the change of legal status in both the assignor and assignee. The implementation of status change requires the adoption of certain legal documents formulated by the management of the company. The board of directors or supervisory board (if the management of the company is bicameral) prepares the draft agreement on status change, i.e. the draft on disaggregation (if only one company is involved), financial statements, the auditor's report, the Board of Directors report and the draft decision on status change reached by the Assembly.
A critical consideration of the change in status involves the analysis of the aforementioned decisions, documents and organs of the company monitoring and signifying the essence of status change in the process of disaggregation and setting up a new business. Since the changes that occur in the company’s legal status are not so common, such analysis includes a review of motives, modalities and the expected outcomes of changes. The analysis of the legal process is complemented by reviewing the legal consequences of the status change when disaggregate and set up a joint-stock company from the aspect of possible contestation over rights and protecting the rights of company members and shareholders.
Key words: joint-stock company, legal status, status change, regular procedure, disaggregation plan, legal consequences, protection of rights of members
* PhD student in the Faculty of Law in Kragujevac and Graduate Teaching Assistant in Private International Law in the Faculty of Law in Kragujevac, e-mail: mstancic@jura.kg.ac.rs