The most important novelties in the Law on Companies and Law on the Registration Procedure before ABR

By the end of last year, amendments to the systemic Law on companies, the Law on the central register of beneficial owners and the Law on the registration procedure before the ABR (the Agency for Business Registers) were brought. Given that there are many innovations whose effects significantly affect the business of economic entities, we shall present the seven most important amendments to the law on companies and the law on the registration procedure before the Agency for Business Registers:

1. REGISTRATION OF GENDER: Starting from June this year, data on registered persons before the ABR shall include gender, in addition to previously registered data, while for foreigners, the registration number of foreigners shall be registered. ABR is preparing filing forms that will enable the registration of this data for already registered business entities.
2. FICTITIOUS HEADQUARTERS: Amendments to the law pay special attention to the exact address of the company’s headquarters, in order to combat the so-called “phantom firms”. Thus, the Law introduces a new possibility for the owner of the real estate, or another interested person, to file a lawsuit to the court, requesting the deletion of the registered address of the company’s headquarters on his estate. The consequence of not registering the company’s headquarters within the set deadline is initiating the procedure of forced liquidation of the company. We have provided more details about this change in the text: https://gsm.legal/en/blog/fictive-corporate-headquarters-and-compulsory-liquidation-of-company/
3. USER OF E-GOVERNMENT: The comprehensive policy of digitalization is reflected in the Law, and businesses, in addition to the current obligation to register e-mail, will have the duty to be registered as users of E-Government portal where communication between government, public authorities and Society shall be conducted.
4. APPROVAL OF LEGAL ACTIVITIES IN WHICH THERE IS A PERSONAL INTEREST: Special attention is given to the conditions and procedure according to which a person who has a special duty towards the company can conclude a legal contract with the company in which there is a personal interest.
5. THREE NEW BASIS FOR LOSS OF ENTREPRENEUR PROPERTY: The law also pays attention to entrepreneurs, exacerbating the consequences of entrepreneurial inactivity in business. According to the entrepreneur, the procedure of forced liquidation will be initiated if he operates without the necessary licenses.
6. REASONS FOR COMPULSORY LIQUIDATION WHICH CANNOT BE REMOVED: The law continues to implicitly encourage active business of those businesses that are registered, under the threat of forced deletion in the compulsory liquidation procedure, thus introducing reasons for forced liquidation, which cannot be eliminated. deletion of the registered entity. One of the reasons is the non-submission to the competent register of annual financial reports by the end of the previous business year for two consecutive business years;
7. CONSEQUENCES OF FORCED LIQUIDATION: The property of the deleted company becomes the property of the members of the company in proportion to their shares in the capital of the company. After deleting the company from the register of business entities, members of the deleted company are liable for the company’s obligations up to the value of the received property and the controlling member of the limited liability company and the controlling shareholder of the joint stock company are jointly and severally liable for the company’s obligations.

Important novelties brought by the amendments to the Law in the registration procedure are the change of the person authorized to submit the application, explicitly prescribing the obligation of the registrar to obtain ex officio data and documents on which official records are kept, exclusively electronic applications for founding new companies by lawyers, special cases of correcting errors in the register and submitting decisions of the registrar.