On 1 June 2022 the amendments to the Companies Act (the CA) will enter into force, while certain amendments to the Court Register Act (the CRA) already entered into force in March this year.
Amendments to the CA introduce the following crucial novelties:
- Subsidiary can be incorporated remotely
After the CA enabled incorporation of a limited liability company (d.o.o.) and a simple limited liability company (j.d.o.o.) remotely (via electronic means of communication), by this amendment the CA introduced the possibility to incorporate subsidiary by electronic means of communication.
- Introduction of restrictions for appointment of procurators
After 1 June 2022 it will no longer be possible to appoint as procurator a person by whom there is a reason (obstacle) for which he/she could not be appointed as a member of the Management Board, i.e. that the person has been convicted for economic offences or a security measure was imposed to this person under which he/she is forbidden to perform activities by which respective company deals with.
- Possibility to incorporate d.o.o. and j.d.o.o. remotely with the participation of a notary public.
The latest amendments to the CA have enabled the incorporation of d.o.o. and j.d.o.o. remotely with the participation of a notary public. For this purpose documents which should be drafted by notary public will be made in electronic form, and the notary public will communicate with shareholders of the company, their representatives and members of the corporate bodies by electronic means of communication. The notary public will inform them whether the articles of association, business activity, the company’s name and the appointment of members of the corporate bodies are in accordance with the law and will warn them of the consequences of intended legal actions as well as determine their true will.
- Possibility to pay share capital to a special account of notary public
In addition to the payment of share capital to the temporary account of the credit institution, amendments to the CA enable the payment of share capital as a deposit to a special account of a notary public opened with a credit institution. This change facilitates incorporation of company for founders because they will no longer have to go to a credit institution to pay share capital but can also request it directly from the notary public at whom they incorporate the company.
Due to the changes in the CA, it was necessary to change relevant provisions of the CRA as well, in order for them to reflect the changes in the CA.
Thus, the new provisions regulate in detail the manner of electronic communication between the register court, notary public and parties, and also the CRA introduced provisions that regulate in more detail the procedure for ex officio deletion of the company from the court register, without also conducting liquidation. Namely, if the subject of registration does not make probable that it has assets within six months after the court informs him of the intention to delete the subject from the court register, the court will delete the subject from the court register without conducting liquidation proceedings.
The amendments to CRA entered in force in March this year, except for certain provisions which regulate START system and provisions on the form of documents for registration with the court register, which will enter into force on 1 August 2022 or 1 August 2023, respectively.
Sebastian Krčmar
