Corporate & Commercial Law

We have established and advised companies operating in various commercial undertakings and business areas, including companies the operation of which is regulated and controlled by the National Bank of Serbia and other regulatory authorities. We drafted various corporate acts and advised clients on numerous issues and challenges arising from the corporate dynamics of their companies.

We have participated in the process of establishing various companies, including an insurance company and a payment institution. Our service included the entire process of establishing the company: preparation of the memorandum of association and other documents, dealing with the Business Registers Agency and other state authorities, as well as banks when opening company bank accounts. We also provided legal support during the establishment of branches and representative offices of companies.

We drafted various acts pertaining to various corporate processes required for legal and orderly business of companies both for standard, customary corporate processes, but also for corporate processes resulting from specific ownership and management relationships in companies.

We advised clients regarding the method of financing companies and prepared the necessary documentation for the implementation of the appropriate financing model, whether it was an increase in the share capital of the company, additional payments or loans from the founders or banks;

We provided legal support to clients in relation to various issues in the field of corporate governance, including matters relating to conflicts of interest between the shareholders, companies and directors, conflicts of authority of various company bodies, etc. We have implemented solutions with mechanisms to avoid blockage of company management due to specific ownership and management relationships in the company.

We have advised clients on issues related to company capital, dividends and their distribution, whether it was the payment of regular dividends or intermediate dividends. We also advised clients regarding limitations of company payments to its founders and affiliates, the existence of so-called negative equity, recapitalizations, including conversions of claims into company share capital, share capital reduction and various other matters related to the company’s capital.

We have provided legal support to clients pertaining to the operation of company branches, especially in relation to the possibility of branches to be holders of various permits and approvals, and in relation to their position, i.e., rights and obligations they undertake in more complex business undertakings in which they act as executors along with their founders. Our service included analyses of branch financing methods, in relation to the agreed dynamics and payment model for the work performed. These analyses are particularly important in the events when the branch founder is a foreign company that, along with its branch, participates in collections and payments related to the work performed in Serbia. We have advised clients on the operations of their representative offices, and particularly on the matters of the type, quality, and scope of activities the representative office can undertake without the risk of its operations being characterized as illegal.

We provided legal support to clients during status changes, bankruptcy, and liquidation of companies. Our service included continuous consulting during the implementation of the said activities, drafting predefined plans for reorganization of companies in bankruptcy, plans for the implementation of status changes or liquidation, preparation of the necessary documentation and implementation of procedures before courts and state authorities. Within these activities, we have directly cooperated with consultants in the field of tax and accounting whose synchronized activities represent an inseparable segment of these projects.

We have advised clients in relation to restructuring of their business, which required various corporate changes, e.g., establishment of new entities, transfer of various rights, including intellectual property rights, status changes of companies, acquisition and disposal of companies within a joint business group. Within these services too we have directly cooperated with consultants in the field of tax and accounting whose synchronized activities represent an inseparable segment of these projects.

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