Changes

22. 09. 2022.Establishment and liquidation of a legal entity, Establishment of D.O.O.

General instructions:

The change registration application is not prescribed, but in the forms section you can find offered forms that facilitate registration and contain appropriate notes that can be useful when filling out the application. It should be taken into account that when submitting the registration application for changes, the first page of the application ( mandatory data ) is always submitted, and that appropriate supplements are attached to it, depending on the type of change that is being applied for registration. In doing so, it is important to choose the appropriate supplement, so that the data entered in the supplement are in agreement with the documentation attached to the registration application. If several changes are reported at the same time, only one copy of the first part of the report (Mandatory data) is attached, and the appropriate supplements are attached to it (in the required number of copies).

Authorized applicant

The registration application for change is submitted by the registered representative of the business entity (director, other registered representative, liquidation or bankruptcy administrator). The applicant can also be a person authorized by the representative with a power of attorney, in which case it is necessary to attach the power of attorney.

If the application refers to a change of representative, the applicant is either a newly appointed representative or another registered representative who has not been dismissed. A dismissed representative cannot submit an application for registration, except in the case when the reason for deletion is the resignation of that representative. An application for deletion of a dismissed representative can also be submitted by the founder if no other representative has been appointed.

Constitutive effect of member registration and capital increase

As the status of a member of the company is acquired or ends on the day of registration, the decision on change, e.g. directors, headquarters, etc. are made by the members who are registered as members on the day when the decisions are made. For example, if there is a change of members in the company (on the basis of a share transfer agreement or some other act), the new members of the company cannot make decisions on changing some other data before registration (e.g. to appoint or dismiss a director, change the headquarters or predominant activity, etc.) they will be able to make such decisions only after they are registered as members of the company. In such a situation, it is possible to either submit decisions (on the change of director, headquarters, etc.) signed by the registered members (which should be deleted from the Register) or wait for the change of members to be registered first, and subsequently submit an application for the change of other data.

According to the same rule, the acquirer of shares can be listed in the amendments to the founding deed and sign this deed only after being registered as a member of the company. An exception exists in the case when the change of members occurs due to the death of a member of the company, that is, on the basis of probate decision – then decisions can be made by the heirs even before they are registered as members of the company and the code cooperative in which the status of a member is lost and acquired in accordance with the provisions of the Law on Cooperatives, and registration is only declarative.

The Law on Business Companies also provides that changes in the capital of business companies are considered to have been made on the day of registration, that is, that the effect of capital registration is constitutive and not declarative. For this reason, it is not possible to register the amendment of the founding act attached to the application for capital change, but first the application for registration of capital change is submitted, and only after that it is possible to make changes to the founding act in which the new state of the company’s capital will be shown.

Considering the constitutive effect of the registration of changes in members and capital, these two changes are not subject to the rules on the payment of fees for untimely submitted applications, i.e. the prescribed increased amount is not paid for them.

Constitutive effect of the decision on the appointment or dismissal of the representative

Decisions on changes of company representatives (appointment or dismissal) take effect on the day of their adoption or entry into force of the decision.

It follows from the above that the registration application requesting a change of representative cannot be submitted by a person who has been dismissed, except in the case when the application for deletion of the representative based on the submitted resignation is submitted by the representative who resigned.

Types of changes and detailed instructions: