THE TRADE ENTERPRISE LAW

 

                                                         Part one

                       

                                    INTRODUCTORY PROVISIONS

 

                                                      Head  one

            TRADESMAN,INDIVIDUAL TRADESMAN,TRADE ENTERPRISE

 

                                                     Division one

                                   

                                    Tradesman according to activity

 

                                                            Art.1

 

            A tradesman according to this Law is every legal entity or a physical person independently  performing any of the following activities :

 

1.  purchase and sale of movables regardless of the fact whether they are sold unchanged, processed or  or reprocessed;

2.   trade with securities;

3.   purchase of movables for  their processing or reprocessing for other persons,provided that the work exceeds the scope of a “ smaller craft”;

4.   banking activities;

5.   insurance;

6.   transportation of persons and goods;

7.   commission work,forwarding,storing and leasing;

8.   trade agency and mediation;

9.   catering-tourist activity,information activity,marketing or  performing other trade services;

10. production of motion pictures ,video tapes,audovisual recordings,software as well as other similar activities;

11. publishing and printing activities and other connected with trade with books and art works  ;

12.  purchase,construction and arranging of immovables  for sale.

 

            Tradesman according to the nature and scope of activity

 

                                                            Art.2

 

            1.  A tradesman according to this Law is also every person conducting a business deal which according to the nature and the scope of activity  has to be organized and conducted in a way in which trade activities are conducted although not mentioned in Art.1 of this Law,provided that the company has been entered in the trade register.

            2.  The provisions of this Article are applicable also in the field of agriculture and forestry only  in  respect to the business deals for processing  or reprocessing of  the own agricultural and forest products.

           

            3.  Persons dealing with free occupations ( advocates,public notaries,doctors,patent engineers ,architects,artists ,accountants etc.) are considered tradesmen according to this Law if the regulations according to which they are performed stupilate for so.

 

                                    Tradesman according to description

 

                                                            Art. 3

 

            Should the company be entered in the trade register,it may not be claimed that the business deal conducted under the name of that company is not trade one.

 

                                      Persons not considered tradesmen

 

                                                            Art.4

 

            According to this Law,the following persons are not considered tradesmen :

 

            1.   physical persons dealing with agriculture ( farmers)

            2. craftsmen and persons rendering services  or  having free occupations,except  for occupations  which could be treated as business deal according to Art.2 point 1 of this Law ,and

            3.   persons rendering catering services by renting rooms in their own homes.

 

              Application of provisions for the tradesman on persons                                                       performing trade activity

 

                                                            Art. 5

 

                The provisions of this Law about the obligations of the tradesman are applicable also to persons performing trade activities  regardless of the fact that they are not allowed to perform them ,according to the regulations for such activity,or do not comply with the conditions for performing of such activity.

 

                                                Small -scale tradesman

 

                                                            Art. 6

 

            1.  The provisions of this Law  about the company,business books  and the management  do not refer to persons not considered  tradesmen according to this Law ,and are dealing with a small scope of trade activity.

            2.   Trade activities  considered small - scale activities and the manner of conducting of thier business books are stipulated for by a regulation adopted by the ministry competent for economic matters in compliance with the ministry competent for finance matters ,in accordance to the scope of the business deal in the corresponding activity.

            3.   For carrying of a small-scale trade activity  a public company or a limited partnership company can not be established.

           

            Provisions for the small-scale tradesman are not applied                                                  to the companies

 

                                                            Art. 7

 

            The provisions of this Law  regulating the work of the small-scale tradesman are not applicable to the relations of the joint-stock company,the limited liability company and the limited partnership joint-stock company.

 

                                                     Division two

 

                                       INDIVIDUAL TRADESMAN

 

                                          Individual tradesman 

 

                                                            Art. 8

 

            1.   The individual tradesman shall be the person performing any of the activities from Art.1 of this Law as an occupation.

                2.   Any  business-capable person with permanent place of residence in the Republic of Macedonia may be registered as an individual tradesman.

 

                                                     Limitations

 

                                                            Art. 9

 

             The following persons can not be registered as individual tradesmen:

            1. the one over which liquidation procedure has been applied;

            2. the one that has deliberately gone bankruptcy and the creditors  can not settle  their outstandings.

 

                                       Entry into the the trade register

 

                                                            Art.10

 

            1.  The individual tradesman is entered into the trade register on the basis of an application  containing :

·        the name and surname,place of residence,address and  main number;

·        the trade name  under which the activity shall be carried out;

·        the seat and address where the activity shall be carried out;

·        subject of work.

            2.   The application shall be accompanied by a form for the authorized signatory and a statement that the tradesman is not deprived of the right to performing any of the activities set forth in Art.1 of this Law.

            3.   A person may register only one trade name  as an individual tradesman.

 

                                   

                            Trade name  of the individual tradesman

 

                                                            Art.11

 

            1. The trade name  of the individual tradesman shall contain his personal name,his father’s name and the surname.

            2.  The trade name of the individual tradesman must contain the designation “TE”.

 

                                        Transfer of a trade name

 

                                                            Art.12

 

            1.  The trade name  of the individual tradesman may be transferred to a third party  together with its business deal.

            2.   The transfer of the trade name from point 1 of this article may be done by the individual tradesman upon his claimants consent.

            3. The individual tradesman’s successors  undertaking the business deal may keep the trade name  of the individual tradesman.

            4.   In cases from point 1 and 3 of this Article ,the name of the new owner is attached to the trade name.

            5.   The transfer of the trade name  is entered into the trade register and is published in the “Official Gazette of the Republic of Macedonia”.

 

                        Joint and several liability with the former owner

 

                                                            Art.13

 

            1.  The person continuing the work under the former firm,with or without an addition pointing out the change of owner ,has a joint and several liability for the obligations  with the former owner  unless otherwise stipulated for with the creditors.

            2.   The outstandings are settled by the creditors from the former owner first.

 

                    Termination of the work of the individual tradesman

 

                                                            Art.15

 

            1.   The individual tradesman shall report the termination of the work

to the competent organ for public incomes.

            2.   The individual tradesman latest three months prior to reporting  of the termination to the organ from point 1 of this Article  in a proper manner ( in the daily press,business premises etc) shall announce the termination of work and shall cite the date of termination of work.

            3.   The provision from point 2 of this Article is applied also when the individual tradesman intends to sell the enterprise or to invest in a company.

 

                                               

 

                                                Division three

 

                                    The concept of a trade enterprise

 

            1.   The trade enterprise (hereinafter referred to as : the enterprise) is association of two or more physical persons and legal entities investing money,objects and rights  into property which they make use of  in the joint work  and jointly share the profit or losses of the work.

            2.   Persons investing in the main capital assets are founders of the enterprise  (hereinafter referred to as Founders) i.e. shareholders of the enterprise (hereinafter referred to as Shareholders).

            3.   The rights and liablities the founder aquires according to the deposit in the main capital assets are his share in the enterprise (hereinafter referred to as Share).

 

                                               

                                        Forms of Trade Enterprises

 

                                                            Art.18

 

            1.   According to the form,regardless of the activity ,the enterprise may be :

·          a  public  company;

·         a limited partnership company

·         a  limited liability company;

·         a  joint-stock company

·         a limited partnership joint-stock company

 

                2.   The enterprise may be founded only in form and manner prescribed by this Law.

                3. For performing banking activities,trade with securities and insurance,only joint-stock companies may be founded.

            4.   As an exception in point 3 of this Article, for performing of banking activities through a savings-bank and exchange office and for activities of mutual insurance ,also limited liabilitiy companies may be established.

 

                               Agreement,i.e.Statute of the Enterprise

 

                                                            Art.19

 

            1.   The form ,the duration,trade name,seat,the subject of work,the amount of the main capital assets as well as the organization and management of the enterprise are set forth by the  Agreement i.e. the Statute of the enterprise.

            2.   The  Agreement is concluded in written form as well as the changes in it and its annexes.

            3.  The contents of the  Agreement. i.e. the Statute of the enterprise is stipulated by the founders in compliance with the Law.

            4.  In order to the  to make the preparations  for founding of an enterprise ,the founders may agree on the activities that are to be carried out. Should the parties fail to fulfill the obligations undertaken by the Agreement,they are liable only for the damage caused .

 

                                         Duration of the Enterprise

 

                                                            Art.20

           

            Should the  Agreement i.e. the Statute of the enterprise  not stipulate the duration of the enterprise,it is considered to be established for an indefinite period of time.

 

                                    The Enterprise as a Legal Entity

 

                                                            Art.21

 

            1.   The enterprise as a legal entity may aquire rights and undertake obligations , aquire ownership over other actual rights, sign contracts and other legal dealings,  bring charges and  be  defendant.

            2.   The enterprise  shall gain the status of a legal entity from the date of its entry into the trade register.

            3.   The founder,i.e. the person acting in the name of the enterprise   prior to its gaining of the status of a legal entity,shall have  a joint and several liability for the undertaken obligations  with the other founders in case when the enterprise which is correctly constituted and entered into the trade register,does not accept the undertaken obligations. Should the enterprise accept the undertaken obligations,it is considered to have undertaken them from the day when they had arisen.

            4.   In case when during acting of the founder in the name of the  enterprise  in the founding procedure,the founders have aquired any rights, they are obliged to transfer them  to the enterprise  after the entry into the trade register,provided that the enterprise approves.

 

 

                                    Kinds of liability for the obligations

 

                                                            Art.22

 

            1.   For its obligations,the enterprise  shall be liable with all is property.

            2.   The founders of the public company and the complementary partners  in the limited partnership company shall have a personal,joint and several unlimited liability  for the obligations of the company with all their property.

                3.   The founders in the limited liability company ,the shareholders in the joint-stock company  as well the dormant  partners in the limited  partnership company are not liable for the obligations of the company,unless stipulated for in this law.

 

                                   

                                    Special liabilities of the founders

                                                           

                                                            Art.23

           

            1.   The founders of the enterprise  are liable for the obligations of the enterprise  also in the following cases:

 

- if thay had abused the enterprise  as a legal entity for achieving aims  which for them as individuals are forbidden;

- if they had abused the legal entity in order to do damage to their creditors;

- if contrary to the law they had disposed of the property of the legal entity  as if with thier own property ;

- if in their favour or in favour of any other person they had reduced the property of the enterprise  ,and had  been aware or had to be aware that the company is not able to fullfil all its obligations toward third parties.

            2.   Point 1 of this Article is appropriately  applicable  to the liability of the secret founder.

 

 

                            Persons who may establish an enterprise

 

                                                            Art 24

 

            1.   An enterprise   may be established by domestic and foreign  physical persons and legal entities.

            2.   A foreign person ,in accordance with this Law ,shall be  every legal entity having a trade name  entered in a trade register abroad or entered in a trade register in his country and every physical person  which is a foreign citizen,or a fugitive.         

            3. A citizen of the Republic of Macedonia  bearing also another citizenship shall chose whether  he would use the position as a citizen of the Republic of Macedonia or the one of a foreign person.

            4.   Each person of point 2 of this Article who aquires a share or shares in an enterperise  or  invests assets in it  on an agreement basis ,has the status of a foreign person.

 

            Right to participation in  founding  of an enterprise or being a                                         founder in many enterprises

 

                                                            Art.25

 

            1.   Anyone may participate in founding  of an enterprise  or be a founder or shareholder in more enterprises unless forbidden by  this Law.

            2.   An enterprise   may be founded by at least two founders ,i.e. at least two founders are required for its existance.

            3.   A physical person may at the same time be  a founder of unlimited liability in one enterprise   only. A public company and a limited partnership company may not be a founder of unlimited liability in another enterprise of that type.

 

            Conditions under which a foreign person may be a founder of an                                  enterprise .i.e. a shareholder

 

                                                                                Art.26

            1.   A founder,i,e, shareholder may be any foreign physical person or legal entity.

            2.   A foreign person may found an  enterprise or to aquire shares in the manner and under conditions set forth for the citizens of the Republic of Macedonia and for the legal entities entered in the trade register on the territory of the Republic of Macedonia unless otherwise provided by law.

            3.   Participation of a foreign person in a newly founded and in an existing enterprise is not limited  unless otherwise stipulated for by another law.

            4.   The enterprise  with foreign participants has all the rights and liabilities as an enterprise without foreign participants ,except for the cases prescribed by law.

 

                 Approval for founding of an enterprise  by foreign persons

 

                                                            Art.27

 

            1.   For founding of an enterprise   which is fully owned by one or more foreign persons.i.e. in which they are in  majority,for transformation of the enterprise into an enterprise of that type, or for aquiring majority of foreign persons in the enterprise  an approval is required from the ministry competent for the issues on the foreign economic relations.If within 60 days from the day of submitting of the application approval is not received ,it is considered for the approval not to be given.

            2.   If the foreign participation does not reach the participation set forth in point 1 of this Article,for founding of an enterprise i.e. for aquiring participation in an existing enterprise, an approval is not required.The aquired participation in the newly founded  enterprise .i.e. in the existing enterprise  is entered in the foreign investments register kept in the ministry competent for foreign economic relations.

 

 

                                          Rights of foreign persons

 

                                                            Art.28

 

                1.   The rights aquired by virtue of the invested assets in the enterprise  ,may not be changed or reduced by a law or other regulation.

            2.   The share of the profit belonging to a foreign person ,i.e. the amount belonging to a foreign person in case of termination of the enterprise  or partial or total abalienation of the share of a foreign person ,may,by order of the foreign person ,be freely ,without  permission, transferred abroad in the currency of the investment  provided that the company posesses money  funds .

            3.   The  discounts and special privileges for investments and operation by foreign persons are prescribed by law.

 

 

                                    Statement for founding of the enterprise

 

                                                            Art.29

 

            1.   The founders and the first members of the managing bodies ,i.e. supervising bodies shall submit a statement to the registration court  citing the activities performed  for founding of the enterprise  and claiming that the enterprise  has been founded in accordance with the law.

            2.   Should the person listed in point 1 of this Article fail to submit the abovementioned statement,the registration court shall reject  entering  of the founding into the trade register.

                                   

 

            Statament in case of change of enactments of the enterprise

                       

                                                            Art.30

 

            1.   The provisions from point 29 of this Law are applicable also in case of change of the agreement i.e. the statute of the enterprise.

            2.   The statement is submitted by the managing bodies members i.e. the supervising bodies members performing this function at the time of change of the  agreement i.e. the statute of the enterprise.

 

 

                        Joint and several liability for damage while founding                                                          of the enterprise

 

                                                            Art.31

 

            1.   The founders of the enterprise  as well as the first members of the managing and supervising bodies shall have a joint and several liability for the damage done due to the non - entering of  any of  the obligatory provisions  stipulated by this law  in the  agreement  i.e. in the statute of the enterprise,or due to missing or incorrect carrying out of the procedures prescribed by the law or due to non - enforcement of  the other regulations on founding of an enterprise.

            2.   The point 2 of this Article is applicable also to change of the  agreement i.e. the statute of the enterprise with regard to the members of the managing and supervising bodies  performing this function at the time the change has taken place.

 

                       

 

 

                        Impossibility for invoking invalidity of the  agreement

                                                or the statute of the enterprise

 

                                                            Art.32

 

            1.   After the entry of the enterprise into the trade register noone of the founder may invoke invalidity of the  agreement i.e. the statute of the enterprise  due to error, fraud or threat taken place at the time of conclusion  of the  agreement i.e. adoption of the statute of the enterprise.

            2.   The provision from point 1 of this Article is applicable also to the changes in the agreement i.e. the statuteof the enterprise.

 

                            When is an enterprise  considered not founded

 

                                                            Art.33

 

            1.   The enterprise is considered not founded in case of breach of the law  which could not be removed.

            2.   Each person having legal interest may require for  the  registration court to declare non founding of the enterprise.

            3.   The enterprise which is considered not to be founded shall be  officialy deleted by the court from the trade register

            4.   For the undertaken obligations,the founders have a joint , several  and unlimited liablity.

 

 

                Obligations of the founders for investing in an enterprise

 

                                                            Art.34

 

            1.   At the time of founding,the founders place the property of the enterprise  to the disposal of the enterprise.

            2.   The property of the enterprise  at the time of founding shall consist of  money and  non-money deposits of the founders. The non-money deposit may consist of objects (movables and immovables) as well as of  rights having value of property.

            3.   A founder of the enterprise  entering a non-money deposit is liable toward the enterprise  that the value of his deposit at the time of placing to disposal corresponds to the value stated in the  agreement of the enterprise ,unless otherwise stipulated for by this Law.

           

                       

                        Right to sharing the profit and the losses of the                                                                           founders

 

                                                            Art.35

 

            1.  The founders shall share the profit belonging to them in the enterprise.

            2.   Unless otherwise agreed upon in the  agreement or pescribed by the statute of the enterprise ,each founder shall participate in the sharing of profit and covering of losses proportionate to their share.

 

                                   

                                    Decision making by the founders

 

                                                            Art.36

 

            1.   The decisions in the enterprise are reached  upon all founders’ consent unless otherwise prescribed by the  agreement of the enterprise.

            2.   All founders in the enterprise  have the right to managing of the enterprise ,unless the  agreement i.e. the statute  of the enterprise entrusts the managing of the enterprise  to one or more founders or to third party i.e. parties.

            3.   Should the  agreement i.e. the statute of the enterprise   stipulate for the decisions to be reached by majority of votes ,the type of majority shall be determined. Should the type of majority not be determined  ,the decisions shall be reached by majority of votes of the total votes representing the deposits ,proportionate to the share of thier deposits in the main capital assets.

 

 

                        Limitation for a founder to perform certain activities

 

                                                                                Art.37

 

            A founder must not perform activities on his account that would harm the objectives of the enterprise.

 

                       

                  Mutual obligations of the founders for the expenses or

                                           the obligations undertaken

 

                                                            Art.38

 

            1. Should a founder bear expenses which according to the circumstances are considered necessary or should he suffer damage due to activities that have been dangerous,the enterprise  shall be  obliged to cover the expenses to him.

            2.  The founder may require advanced payment for the expenses necessary for performing of certain activities.

            3.   The founder shall without delay  deliver to the enterprise all benefits he has received from third parties for conducting of the  work of the enterprise  and has derived from managing of the enterprise.

            4.   Unless otherwise prescribed by this Law,the founder has a right to reward for his personal work in the enterprise.

 

                       

 

                        The obligation to act with the attention of an accurate  and                                              conscientious tradesman

 

                                                            Art.39

            1.   Every founder is obliged  to act with the attention of an accurate  and conscientious  tradesman in the course of  performing activities for the enterprise .

            2.   The founder is liable for the damage he has deliberately ,or out of negligence done to the enterprise.

            3.   The founder of the enterprise  authorized for managing who receives compensation for his work  is also liable as the representative.

 

                                The right  of the founder to be informed

 

                                                            Art.40

 

            1.   Every founder of the enterprise ,even when does not participate in managing ,has the right to be personally informed  about the work of the enterprise  ,to have access to the business books  and other enactments,as well as to review the financial situation for its personal use.

            2.  Any   provision set forth by the  agreement  of the enterprise  deviating from point 1 of this Article shall be considered null and void.

 

                            

                        Legal regime of the property of the enterprise

 

                                                            Art.41

 

            1.  The money,object and rights  transferred to the enterprise or aquired by the enterprise  shall belong to the enterprise.

            2.  A creditor  of a founder  of the enterprise  may not  settle his outstandings from the  property of the enterprise .

            3.   A creditor of the enterprise  may not settle his outstandings from the property of a founder i.e. founders of the enterprise ,except for the cases prescribed by this Law.

 

                         Settling of disputes by mutual consent  or in court

 

                                                            Art.42

 

            1.  Disputes between the founders of the enterprise  concerning the  agreement of the enterprise ,should be settled by the founders by  mutual consent.

            2.   The founders of a public company and the complementary partners in a limited partnership company may settle disputes concerning the company agreement in  court at the Economic Chamber of the Republic of Macedonia,if so agreed upon by the parties in the company agreement.

 

                

           

 

 

            Protection of the rights arising from the founders relations

                                          by the registration court        

 

                                                            Art.43

Should the rights arising form the founders relations be violated by the bodies of the enterprise ,every founder may require protection of those rights from the court keeping the trade register (hereinafter referred to :registration court) according to the seat of the enterprise.

                         Application of the law according to the seat

 

                                                            Art.44

           

            1.   This Law is applied to enterprises with seats on the territory of the Republic of Macedonia.

            2.  Third parties may refer to the seat set forth in the  agreement i.e. the statute of the enterprise  ,unless otherwise stipulated by this Law.

            3.  In dealings with third parties,the enterprise  may not refer to another seat should its seat be in some other place.

 

                       

                           Control over the enactments of the enterprise

 

                                                            Art.45

 

            1.   The registration court shall have the agreement for founding of the enterprise  controlled,as well as the  agreement i.e. the statute of the enterprise  and other enactments for the organization and work of the enterprise ,in compliance with the regulations applied to the organization and the work of the enterprise  i.e. the provisions of the agreement for founding of the enterprise ,the  agreement ,the statute and the other enactments of the enterprise.

            2.   The control from point 1 of this Article shall  not comprise the issues which are decided upon in other court or in an administrative procedure.

            3.   Unless otherwise prescribed by this Law, the concept of court according to this Law  refers to the local competent court  according to the seat of the enterprise.

 

                                    Announcement of data  or reports

 

                                                            Art.46

 

            When the law or  an enactment of the enterprise   prescribes an obligation for announcement of certain data or reports of the enterprise  ,the announcement shall be made in the “Official Gazette of the Republic of Macedonia” unless otherwise stipulated for by this Law.

 

                                   

                            Entities to which the Law is not applied

 

                                                            Art.47

 

            This Law is not applied to founding,organization,work and termination of public enterprises,public institutions and other institutions ,the cooperations,association of citizens and other forms of organizing not performing any of the activities determined by Article 1 of this Law.

 

 

 

 

                                                                            Part two

                                    TYPES OF TRADE ENTERPRISES

 

                                                          Head one

                                          PUBLIC TRADE ENTERPRISE

 

                                                        Division one

                        THE CONCEPT OF A PUBLIC TRADE ENTERPRISE

                                                   AND FOUNDING

                             

                               The concept of a public trade enterprise

                                                           

                                                            Art 48

 

            1.   A public trade enterprise ( hereinafter referred to as :public company) shall be an association of two or more legal entities which toward the creditors have a personal unlimited  joint and several liability for the obligations of the enterprise with all their property.

            2.   A public company  shall be founded  with an  agreement of the company concluded by the founders.

 

                                                      Trade name

 

                                                            Art.49

 

            1.   The trade name of the public company shall contain the surnames and the names ,i.e. the trade name or the abbreviated trade name of at least one founder of the company and the designation “and others” should the trade name not contain the surnames and the names of all founders.

            2.  The trade name shall also contain the words “public trade enterprise” or the abbreviation “pte”

 

                                                Agreement of the company

 

                                                            Art.50

 

            1.   The agreement of the company shall  be concluded in writing.

            2.   The signatures of the founders shall be verified by a public notary’s enactment.

            3.   The agreement of a public company  shall contain provisions on:

·        the surname and the name ,citizenship and place of residence ,as well as the address of the founders or the trade name and the seat of the founders should they be legal entities;

·        the trade name and the seat of the public company;

·        the subject of work of the public company;

·        the type and amount of the deposit of each founder and its value stimate;

·        the manner of personal participation of each founder in the company work

·        the manner of distributing the profit and covering of losses;

·         the manner of managing and representing the public company ,decision-,making and

·        otther issues prescribed by this law.

 

 

                           Special conditions for performing of activities

 

                                                            Art.51

 

            A public company may perform activities related to a certain occupation should among the founders there be a person with the corresponding qualification,unless the law provides for all founders or majority of them to have the prescribed qualification for activitiy related to a certain occupation.

 

                                           Entry into the trade register

 

                                                            Art.52

 

            The public shall be entered into the trade register.The obligation concerning the application of the founding of a public company for entry into the register with the competent court shall burden all the founders of the public company authorized for representation.After the entry into the register,the founders must start performing the activities and employ workers.

 

                              

                                    Contents of the application for registration

                                   

                                                            Art.53

 

            1. The application for entry of the public company into the trade register shall contain :

·        the trade name and the seat of the company;

·        subject of work of the company;

·        personal name ,occupation and place of residence of each founder,citizenship,and the trade name and the seat for a legal entity;

·        manner of managing and representation of the public company ,as well as decision making.

            2.  The application shall be accompanied by the agreement of the company.

            3. The founders ,i.e. the persons who according to the law are authorized for representation shall deposit their signatures with the court.

            4.  Each change of facts form point 1 of this article ,as well as joining of a new founder shall be entered into the trade register.

 

                                                           

 

 

 

 

                                                       Division two

 

                  LEGAL RELATIONS BETWEEN THE FOUNDERS OF THE

                                                    PUBLIC COMPANY

 

                                                      

                                                  General provision

 

                                                            Art.54

 

            1.   To the legal relation between the founders of the public company the provisions of this division shall be applied,unless otherwise provided by the company agreement.

            2.   Unless otherwise provided by this law, company the regulations dealing with obligation relations shall be applied to the public company.

 

                                                Deposits in the company

 

                                                            Art.55

 

            1.   The founders do not have to enter equal deposits into the public company  .

            2.   The founder may enter money,objects ,rights ,labour and services into the public company.

            3.  The value of the non-money deposit shall be determined in monetary value upon the founders’ agreement.

            4.   The provisions of the company agreement regulating the interest or reward for the deposits shall be considered null and void.

 

                                            Consequences form delay

 

                                                            Art.56

            1.   The founder who has failed to enter the money deposit on time or has failed to pay the money received for the public company in the cashier’s office on time or has pilfered money of the public company for himeself,shall be obliged to pay interest to the public company  form the day that he had had to enter the deposit or to deliver the money or had pilfered it. A claim for compensation of damages is possible.

            2.   Should in cases of point 1 of this article be other objects and not money,the public company may demand compensation of damages.

 

                    Increase,supplementing and withdrawal of the deposit

 

                                                            Art.57

 

            1.   A founder of a public company shall not be obliged to increase his deposit above the amount prescribed by the company agreement,nor in case of a loss is he obliged to supplement it,should he not be responsible for the loss.

            2.   Withdrawal of the deposit may be requested by a founder only in case of cease of the founders relations in the public company.

 

                                Compensation of expenses and  damages

 

                                                            Art.58

 

            1.   Should a founder of a public company make expenses according to the circumstances considered to be justified or should directly form the operation  of the public company or due to that operation damages be inevitably  done, the public company shall be obliged to cover the expenses and the damages to him.For the expenses and the damage done the public company shall pay interest counting form the day the expenses i.e. the damage had been done.

            2.   The founder may ask for advanced payment for the expenses necessary for performance of operations for the company.

 

                                              Prohibiting of competition

 

                                                            Art.59

 

            1.   A founder of a public company must not ,without the other founders’  explicit consent ,undertake deals within the frame of the activities of the public company ,nor be a founder with personal liability,be a member of an organ or be employed in an enterprise being a competitor or could be a competitor to the public company.

            2.   Working form point 1 of this article shall be considered allowed if  at the time the founder joined  the public company the founders had been aware of that ,and had not been agreed for the founder to leave the work or to resign.

 

                                    Consequences of prohibited competiiton

 

                                                            Art.60

 

            1.   Should the founder violate the prohibition form article 59 point 1 of this law,the public company may demand compensation of damages form him. The company may,insted of compensation of damages,demand for the founder to admit the deals concluded for his own account as deals concluded for the public company,i.e. deliver to the company what he had acquired  form the deals concluded for other entity’s account or to transfer to it his right to what he’s supposed to acquire.

            2.   On  carrying out the rights of the company form point 1 of this article,other founders shall decide. The companies’ claims shall expire  in three months counting form the day the  founders had acknowledged the violation of the rule  form point 59 point 1 of this law. The claims shall expire in five years form the day the violation has been made regardless of the fact when the founders had acknowledged the violation.

            3.   Carrying out  the rights form point 1 and 2 of this article shall not exclude the right of the other founders to demand termination of the company.

           

                                                Transfer of a share

 

                                                            Art.61

 

            1.   A share in a public company may be transferred to third parties upon all founders’ approval.

            2.   The transfer of a share shall be made with a written deed.

            3.   The transfer of a share shall take effect for the public company once the transfer deed has been submitted to the public company and confirmed in writing by one of the persons authorized for managing of the public company.

            4.   The transfer of a share may be pointed out in fornt of third parties up to the date of its entry into the trade register.

 

                                       Managing of a public company

 

                                                            Art.62

 

            1.   Every founder shall be authorized to manage the public company.

            2.   Should the founders agree for the managing of the public company to be entrusted to one or more founders,the rest of the founders shall be excluded form managing of the public company.

 

                                    Realization of the entrusted managing

 

                                                            Art.63

 

            1.   The managers shall be authorized to act independently in the course of managing of the public company.Should a manager oppose an action before it has been carried out ,its performing shall be prevented until the founders reach a decision on it.

            2.   Should according to the company agreement all or some of the founders act jointly,then they shall reach thier decisions upon all managers’ approval.Each of the founders may carry out the urgent measures independently  provided that damages to the public company are prevented by that. For the measures undertaken the manager shall immediately inform the other managers of the public company.

 

                                    Transfer of the right to managing

 

                                                            Art.64

 

            1.  The founders may transfer the atuhorization for managing of a public company to a third party ,upon other founders’ consent ,in the manner prescribed by the company agreement.

            2.   The authorization for managing may not be transferred by the founder to a third party  should the company agreement provide for so.

            3.   For the work of the manager form points 1 and 2 of this article ,the founder having transferred the managing shall be liable.

 

                                      Scope of authorizations for managing

 

                                                            Art.65

 

            1.   An authorization for managing shall be made for issues form the framework of the usual operation of the public company.

            2.   For issues out form the framework  of the usual operation of the public company,it shall be  necessary for the decision to be reached by all founders no matter whether the  company agreement had  entrusted the managing to one or more founders or other persons.

            3.   Decisions exceeding the recognized authorizations of the managers shall be unanimously  reached  by the founders,unless otherwise provided by the company agreement. Should the company agreement stipulate for the decisions to be reached by majority of votes ,then each founder of the public company shall bear one vote ,unless otherwise provided by the company agreement.

            4.   The company agreement may stipulate for the decisions form point 3 of this article to be reached by written consultation should none of the founders require  for the founders to be convened as assembly of founders. In case of a written consultation,the results shall be stated form  the minutes signed by the managers. The minutes shall be accompanied by the answers to the questions placed by each of the founders.

 

                                

                                    Resigning form  entrusted managing

 

                                                            Art.66

 

            1.   The founder may resign form  the entrusted managing of the public company should there be an important reason for that.As an important reason shall be considered when he is prevented by  the other founders form  performing  the entrusted managing or when he is prevented form it because of health condition.

            2.   The founder may resign form  the entrusted  managing of the company only upon a notice of resignation submitted to the other founders which would enable them undertake the necessary measures for managing,unless there is a reason giving him the right to resign prior to the expiry of the period of notice.

            3.   The period of notice form point 2 shall be 2 months at minimum.

 

 

                                               

 

 

 

                                                Recall of the managers

 

                                                            Art.67

 

            1. Should  all founders be managers or if one or more managers have been appointed among the founders or appointed by the company agreement,the recalling shall be carried out upon an unanimous decision of the founders. The recalled founder may resign form the public company  with a request  for the rights arising form the founders relations in the public company  to be paid to him.

            2.  Should one or more founders be  founders and and have not been appointed by the company agreement,each fo them may be recalled under the conditions set forth in the company agreement or,should it not be the case,upon an unanimous decision of all the founders.

            3.   The manager not being a founder may be recalled under the condiitons set forth in the company agreement or,should it not be the case,upon a founders’ decision reached by majority of votes.

            4.   Should the recall be carried out for no  grounded  reason,it may serve as a basis for demanding compensation of damages.

 

                                               The right to information

 

                                                            Art.68

 

            1.   The founders not being managers shall have the right to receiving a report on the state of the business books and enactments of the public company and to place written questions about the managing of the public company , which  shall be answered  in writing.

            2.   By application of the provisions form point 1 of this article  the founders of the public company not being managers shall have the right  to get familiar with the business books and the enactments themselves,in the seat of the company ,also with the contracts,correspondence ,minutes and all other documents  created  or received in  the public company.

            3.   The right form point 2 of this article shall include the right to obtaining copies of the enactments and other documents.

            4.   In the course of exercising of the right form points 1,2 and 3 of this article the founder may use the help of an expert chosen by him form the list set forth by the registration court.

 

                                                  

 

                                                Decision-making

 

                                                            Art.69

 

           

            1.   The decision in the company shall be reached upon the consent of all founders which the managing has been entrusted to.

            2.   Should the company agreement provide for the decisions to be reached by majority of votes,in case of doubt the majority shall be calculated according to the number of founders.

           

                                               

 

                                                The right to a reward

 

                                                            Art.70

 

            The founder has the right to a reward for his personal participation in the work of the public company provided by the company agreement.

 

                                    Participation in a profit and in losses

 

                                                            Art.71

 

            The profit and the losses shall be distributed among the founders of the public company in proportion to the share of each founder in the company,unless otherwise provided by the company agreement.

 

                                                     Division three

 

                             THE RELATIONS OF THE PUBLIC COMPANY

                                                WITH THIRD PARTIES

 

                                                         Agency

 

                                                            Art.72

 

            1.  Each founder shall be entitled to act as agents of  the public company.

            2.  The founders may, by the company agreement ,authorize one or more founders for agency of the company. Should it be the case,the other founders shall be excluded form agency.

            3.   Should more founders be authorized to act as agents of  the public company,each of the agents may represent the public company independently  . The company agreement may also stipulate collective agency.

            4.   The agency of the public company depending on the fact whether their authorizations allow independent or collective agency shall  sign documents for the company independently or collectively.

 

                                    Resigning and depriving form agency

 

                                                            Art.73

 

            1.   The agent may resign form the agency authorization,within a period of at least three months form the date of its written information to the rest of the founders.Excluding or limiting of this right is null and void.

            2.   The registration court may,to the other founders’complaint and for important reasons,deprive the founder form the agency authorization. Each violation of an obligation of the founderor his incapability to act as an agent of the company.

            3.   The cease of the agency authorization toward third parties shall take effect on the day it has been entered into the trade register.

 

                                    Personal liability  of the founders

 

                                                            Art.74

 

            1.   For the obligations of the public company each founder shall be directly liable to the creditors of the public company  with all his property and jointly with all other founders.

            2.   A provision of the company agreement opposed to point 1 of this article toward third parties shall be null and void.

            3.   The creditors of the public company may demand payment of the debt of the public company form the founders after they had unsuccessfully  reminded the public company in a non-trial procedure and put in in delay

            4.   A founder joining an already existing public company shall  also be  liable for the obligations of the public company that had been made prior to his joining the public company.

 

                                           

                                         Expiry of the outstandings

 

                                                           

                                                            Art.75

 

           

            1.   Outstandings claimed to the founder for the obligations of the public company shall expire in five years after the public company has been terminated,i.e. after the founder has left form the public company ,unless the outstandings claimed to the public company expire in a shorter term ,according to this law.

            2.   The expiry shall count form the date the termination of the public company or leaving of the founder has been entered into the trade register. Should the public company cease to exist due to application of a liquidation procedure,the expiry shall count form the date the application of a liquidation procedure has been entered into the trade register.

            3.   Should the outstandings  be claimed after the entry into the trade register according point 2 of this article,the expiry shall count form the date the outstandings had been claimed.

            4.   The provisions of points 1 and 2 of this article shall not be applied to expiry of an outstanding arisen form relations between the founders or between the founders and the public company.

 

                                       

 

 

                                    Cease of expiry of otstandings

 

                                                            Art.76

 

            1.  The cease of expiry of outstandings toward the terminated company shall be effective toward the founders  belonging to the company at the time of the cease.

            2.   The cease of expiry of oustandings toward the public company  not terminated yet shall not be effective to the founder that had left,and the cease of expiry effective to a particular founder shall not be valid for the other founders.

 

                                                      Division four

 

                                    TERMINATION OF THE PUBLIC COMPANY

                        AND TERMINATION OF THE FOUNDERS RELATIONS

 

                                                Reasons for termination

 

                                                            Art.78

 

            1.   The public company shall be terminated on the following cases:

·        once the term it has been established for expires;

·        upon a  founders’ decision;

·        upon application of a bankruptcy  procedure to  the public company;

·        in case of death of any of the founders,i.e. upon cease of a founder-legal entity,unless otherwise stipulated for by the company agreement;

·        upon application of a liquidation procedure over any of the founders;

·        resignation of any of the founders of the public company

·        upon a valid court decision and

·         in other cases  prescribed by law and by the company agreement.

 

 

                                                    

                                                        Resignation of a founder

 

                                                            Art.78

 

            1.  Should the company be established for an indefinite period of time,the founder may cancell the company agreement upon a period of notice of six months,counting form the end of the business year. The resignation must be submitted to each of the founders.The period of notice may be extended by the company agreement. Other excusiosn and limitations shall be considered null and void.

            2.   The provisions form point 1 of this article shall be applied also to the public company which according to the company agreement is valid for the lifetime of each of the founders or has been  silently extended for the period after the validity term.

 

                                   

                                    Termination upon court’s decision

 

                                                            Art.79

 

            1.   For significant reasons the court may, at the complaint of a founder of the public company ,decide on termination of the company prior to the expiry of the validity term,i.e. without a resignation,should the validity term not be determined.

            2.   As significant reason form point 1 of this article shall be the case when a founder violates an important obligation deliberately or out of negligence,should the fulfillment of such obligation or achieving of the aim become impossible or should the aim be achieved.

            3.  The provision of the company agreement excluding or limiting the founders’ right  to demanding termination of the public company according to points 1 and 2 of this article shall be null and void.

            4.   A complaint shall be submitted against other founders.

            5. At a request of a founder,the court may,instead of deciding on termination of the company, expel the gulity founder.

 

                 Resignation for serious violation or inappropriate behaviour

 

                                                            Art.80

 

            Each founder may resign form the founders relation in the public company without a period of notice should any of the founders of the public company seriously violate the company agreement or his behaviour endanger the further cooperation with him or achieving of the aim of the public company.

 

                                   

                                    Protection of a founder’s creditor

 

                                                           

                                                            Art.81

 

           

            1.   A founder’s creditor,which within six months fails to settle  its outstandings within the procedure of forced effectuating of the movvable property of the founder,may demand seizure of the liquidation part of the founder-debtor and upon written information to all other founders within the following six months ,demand termination of the public company ,unless otherwise stipulated for by the company agreement.

            2.   The public company shall not cease to exist should the company or other founders settle the debt after the seizure order form point 1 of this article has been made.

            3.   Should the company or the other founders in the public company settle the debt ,the participation of the founder shall cease,unless otherwise decided upon by the founders.

 

             

            Prolongation of validity of a company after cease of a founder

 

                                                           

                                                            Art.82

 

           

            1.   The company agreement may stipulate for the public company to continue to exist after the founders relation of any of the founders ceases. In that case the other founders shall pay for the rights of the share of the founder which has left the public company,and in case of death of a founder in the public company,the successors shall acquire the status of founders should they wish so.The successors shall make the statement  of acquiring the status of a founder in the public company within three months form the day they had been pronounced successors.

            2.   Should the successors refuse to become founders,as well as in case of termination of the founders relations,the public company shall pay for the rights of the successor’s share or of the share for which the founders relation  has ceased.

 

                           

                        Undertaking of a company without a liquidation

 

                                                           

                                                            Art.83

 

            1.   If the public company consists of only two founders,and in one of them reasons for termination of the founders relations appear,the court may authorize the second founder ,at his requiest,to undertake the public company without  liquidation,with the assets and liabilities.

            2.   Should a bankruptcy procedure be applied to a founder,the other founder shall be entitled to undertake the public company without liquidation,with the assets and liabilities.

 

                           

                        Entry of the termination into the trade register

 

                                                            Art.84

           

            1.   The founders shall aplly for entry of the termination into the trade register,unless the public company ceases due to application of  bankruptcy procedures.

            2.   All founders shall apply for entry into the trade register also when the founders relation of a founder of the public company ceases.

 

                                                        

 

 

 

 

 

                                                       Head  two

 

                                    LIMITED PARTNERSHIP COMPANY

 

                                                        Division one

                                              GENERAL PROVISIONS

 

                            The concept of a limited partnership company

 

                                                            Art.85

 

            1.   A limited partnership company shall be a company in which two or more entities enter into partnership ,where one of the founders has a joint several and unlimited liability  for the obligations  of the company with its entire property (hereinafter : complementary partner) while at least one founder is liable for the obligations of the company up to the amount of the its assets entered into the company (hereinafter : dormant partner).

            2.   The dormant partners shall participate with at least one-fifth in the total amount of deposits.

 

                        Application of the provisions for the public company

 

                                                            Art.86

 

             Unless otherwise provided by the provisions of this head,the provisions regulating the public company shall be applied to the limited partnership company.

 

                                                     Division two

 

                    FOUNDING AND ENTRY INTO THE TRADE REGISTER

 

                                                Company agreement

 

                                                            Art.87

 

            The limited partnership company shall be founded upon a company agreement. The company agreement shall be concluded in writing .The signatures shall be verified by a public notary.

 

                                                Contents of the agreement

 

                                                            Art.88

 

            The company agreement shall contain provisions on :

·         limited partnership company trade name and seat ;

·         subject of work of the limited partnership company;

·        name and the place of residence ,i.e. the trade name and the seat,citizenship,as well as the founders’ address;

·        total  amount of the founders’ deposits;

·        type and  ratio of the deposits of each of the founders;

·        manner and term of payment of deposits;

·        distribution of profit and covering of losses;

·        managing and  agency of the limited partnership company ,decision-making;

·        other provisions regulating the relations between the founders.

 

                                                     Trade name

 

                                                            Art.89

 

            1.   The trade name of the limited partnership company shall contain the surname and name ,i.e. the trade name or the abbreviated trade name of at least  one of the complementary partners,and the designation “and others” should there be more of them, as well as the words “limited partnership company” or the abbreviation “lpc”.

            2.The surname and the name of the dormant partner shall not be entered into the trade name.

            3.   The dormant partner shall be liable as a complementary partner should his surname and name be included into the limited partnership company trade name.

 

                                         Entry into the trade register

 

                                                            Art.90

 

            1.   The application for entry of the limited partnership company into the trade register shall be submitted by the complementary partners.

            2.   The publishing of the entry of the limited partnership company into the trade register by the court,except for the prescribed deta,may comprise only the appointing of the number of complementary partners and the total amount of thier deposits.The name of the dormant partners may not be published without their approval.

            3.   The provisions form point 2 of this article shall be applied  when the dormant partner joins an exisiting company,i.e. leaves the limited partnership company,also when the type of deposit is changed or the amount up to which the dortmant partner is liable.

                                               

                                                   Division three

                       

                        LEGAL RELATIONS BETWEEN THE FOUNDERS

 

                               Rights and liabilities between the founders

 

                                                            Art.91

 

            1. The rights and the liabilities shall be regulated by the company agreement.

            2. Should the company agreement  regulate particular issues,the provisions of this law for the public company shall be applied,unless otherwise stipulated for by this division.

 

                                    The obligation of personal participation

 

                                                            Art.92

 

            1. Only the complementary partner shall be obliged to personal participation in the company  work.

            2.  The company agreement may provide for the  dormant partner to be obliged to personal participation.

            3.   A reward for personal participation in the work of the limited partnership company  shall  belong also to the dormant partner form point 2 of this article.

                                                        Managing

 

                                                            Art.93

 

            1.    The complementary partners shall manage the limited partnership company.The dormant partners shall not have the right to managing the company.

            2.   A dormant partner may not oppose the decisions not the acts of the complementary partners,except for decisions  and acts reached or undertaken out of the framework of the regular operation of the limited partnership company.

 

              Application of the provisions on compensation of expenses

                             and damages, and prohibition of competition

                                         of the complementary partner

 

                                                            Art.94

 

            The provisions form articles 58 and 59 of this law shall be applied to the complementary partner,unless otherwise provided by the company agreement.

 

                                                The right to information

 

                                                            Art.95

 

            The dormant partner has the right to be informed about the contents of the business books of the limited partnership company and the documents,as well as to place questions in writing concerning the managing the limited partnership company ,which are to be answered in writing.

 

                                                  

 

 

 

                                                Transfer of deposits

 

                                                            Art.96

 

            1.  The deposits in the limited partnership company may be transferred to a third party upon all founders’ consent.

            2.  The company agreement may stipulate for;

·         the dormant partners’ deposits to be freely transferred among the founders;

·         the dormant partners’ deposits to the renounced to third parties upon the approval of all complementary partners and the majority of dormant partners,in accordance with their number and the amount of thier deposit and

·         the complementary partner to renounce part of its desposit to a complementary partner or to a third party upon the approval of all complementary partners  and majority of dormant partners,according to thier number and the amount of their deposit.

 

 

                                                      Change of seat

 

                                                            Art.97

 

            1.  The founders may change the seat of the limited partnership company upon an unanimous decision.

            2.   Other changes and ammendments to the company agreement shall be carried out upon the consent of all complementary partners and majority of dormant partners,according to the number and amount of their deposit.

 

                                        Participation in distribution of profit

                                and covering of losses of a dormant partner

 

                                                            Art.98

 

            1.  The dormant partner shall participate in distribution of the profit of the limited partnership company in proportion to its deposit.

            2.   The dormant partner shall participate in covering of losses of the limited partnership company up to theamount of his deposit. The dormant partner shall not be obliged to pay back the received profit due to later loss of the limited partnership company.

 

                                         Prevention of distribution of profit

 

 

            Should the limited partnership company suffer constant losses in the course of its work which affect the paid deposit,up to establishing of the prescribed amount profit shall not be distributed.

 

                                                     

                                                    Division four

                        LEGAL RELATIONS OF A LIMITED PARTNERSHIP

                                    COMPANY WITH THIRD PARTIES

 

                                                           Agency

 

                                                            Art.100

 

            1.   A dormant partner may not act as an agent of a limited partnership company. Unless otherwise stipulated by the company agreement,such provision shall be null and void.

            2.  A dormant partner may not act as an agent of the limited partnership company even with an authorization.

            3.   Should a dormant partner act in opposition of points 1 and 2 of this article,it shall have a joint and several liability for the obligations of the limited partnership company arisen form the forbidden activities. The scope of responsibility shall be determined according to the number and the effect of the forbidden activities.

 

                                        

                                    Liability of the dormant partner

 

                                                            Art.101

 

            1.   The dormant partner shall not be liable for the obligations of the limited partnership company should he pay the entire deposit he has undertaken  by the company agreement.Should the dormant partner  fail to pay the entire deposit he has undertaken by the company agreement,he shall have joint several and direct liability with the other founders up to the amount of the agreed deposit reduced by the paid share.

            2.   Should the dormant partner according to the agreement with the other founders of the limited partnership company reduce the amount of his deposit,up to the entry of the new deposit into the trade register he shall be liable toward thisrd parties up to the initial amount of the deposit.

            3.   A party acquiring the status of a dormant partner,shall be liable also for the obligations of the company it has undertaken prior to his joining the company.

 

                                                         Division five

                 TERMINATION OF A LIMITED PARTNERSHIP COMPANY

 

                                 Conditions for termination of the company

 

                                                            Art.102

 

            A limited partnership company shall be terminated should:

·        all complementary partners leave it;

·        bankruptcy  procedure be applied to a complementary partner;

·        a complementary partner lose its working ability;

·        a dead complementary partner that had been the only complementary partner with all successors being juvenile ones  can not be substituted by a new complementary partner nor the limited partnership company can be transformed into a limited liability company;

·        upon a court’s decision;

·        in other cases provided by law and the company agreement.

 

                                   Death or cease of a dormant partner

 

                                                            Art.103

 

            1.   A limited partnership company does not cease to exist upon death of a dormant partner i.e.upon  cease of a dormant partner not being a physical person.

            2.   Should due to leaving the limited partnership company by all dormant  partners only the complementary partners remain,the limited partnership company shall proceed with its work as a public company.

            3.   The change form point 2 of this article shall  be registered into the trade register within 30 days form the leave of the last dormant partner.

            4.   Should the limited partnership company fail to obey the term form point 3 of this article ,the company shall cease to exist.

                                  Successor of a complementary partner

                                      and transformation of the company

 

                                                            Art.104

 

            1.   Should the company agreement stipulate for the limited partnership company  operation even in case of death of one of the complementary partners to continue its operation throuhg its successor being a juvenile one,he shall have the status of a dormant partner up to majority.

            2.   In case the dead complementary partner had been the only complementary partner and all its successors are juvenile ones ,the dead complementary partner may be substituted by a new complementary partner and the limited partnership company may be transformed into a limited liability company form the day of death of the complementary partner.

 

                        Bankruptcy procedure over a complementary partner

 

                                                            Art.105

 

            1.   Should a bankruptcy procedure be applied to a complementary partner or should he lose his business capability,the limited partnership company shall cease to exist.

            2.   As an exception form point 2 of this article the limited partnership company shall continue its operation with the complementary partners to which a bankruptcy procedure has not been applied i.e. which have not lost the business capability ,should  the continuation be provided by the company agreement or upon an unanimous decision of the founders.

 

 

 

                                               

 

                       

 

 

 

 

                                        LIMITED LIABILITY COMPANY

                                                            Part one

                                               

                                                        FOUNDING

 

                                                            Art.106

 

1.      A limited liability company  shall be the company where each founder shall participate with a certain deposit (basic deposit) in the predetermined basic capital assets.

2.      The basic deposits do not have to be equal.

3.      For the obligatiions of the limited liability company ,the founders shall not be  liable.

 

                                    Number of founders in the Company

                                               

                                                            Art.107

 

 

1.   A limited liability company may be founded by one person  considered as a single founder.

2.   The Company may have maximum 50 founders.

 

                        Obligations of the founders toward the Company

 

                                                            Art.108

 

The founders shall be  obliged toward the Company  by fulfilling other obligations stipulated by the Company Agreement.

 

                                         Trade name of the Company

 

                                                            Art.109

1.   The trade name of the Company shall contain a designation on the activity of the Company ,the names of all or some of the founders or the name of one founder ,after which  the words “ limited liability company “ shall follow ,or the abbreviation “ltd”.

2.   If the Company is established by one person ,the trade name shall contain the words “ sole founder limited liability company” or the abbreviation “sfltd”.

 

                                                Company Agreement

 

                                                            Art.111

 

1.   The limited liability company is established  with a Company Agreement concluded by all the founders in written form.

2.   If the company is founded by one person,the Company Agreement   is  replaced  for a statement of the founder  of the limited liability company verified by a notary public.

3.  The founders  conclude the Agreement from point 1 of this article personally or through an authorized person having an authorization verified by a notary. An authorization is not required  if the representative of the founder is  athorized by law to conclude the  Company Agreement  for the founder  or to make a statement required for founding of the Company.

4.   Successive founding of a limited liability company is not allowed.

 

                        Contents of the Agreement ,i.e.of the statement

 

                                                            Art.111

 

1.  The Agreement,i.e.the statement shall stipulate the following in particular:

 

·        the names,the place of residence,citizenship as well as the address of the founders,i.e.trade name and seat if the founder is a legal entity;

·        line of business of the Company;

·        the duration of the Company;

·        the amount of the  capital  assets  and the amount of each founder’s basic deposit ,if the   basic deposit consists in objects and rights ,they shall be described in details and their value shall be determined.

·        method and term of payment of the money deposits entered in full;

·        methods and criteria  for distributing of the profit and covering of losses;

·        managing of the Company

·        rights and liabilities of the founders beside the obligation of payment of a basic deposit

·        agency and representation of the Company.

 

2.  Beside the issues listed in point 1  of this  Article,the Company Agreement may regulate other issues and relations.

 

3.  If the Company Agreement contains provisions contrary to this law,they are null and void.

 

                                    Basic Capital Assets of the Company

 

                                                            Art.112                                              

 

1.   The basic capital assets fo the Company  is a set of the basic deposits of the founders.

2.  The capital assets is expressed in denars or in foreign currency  in denar counter value ,according to the medium exchange rate  of the National Bank of Macedonia  announced on the day of signing of the Company Agreement.

3.   The basic capital assets  shall be at minimum 10.000,00 DEM in denar countervalue according to the medium exchange rate of the National Bank of Macedonia announced  on the date of submitting of the registration documents  for founding of the Company, i.e  submitting of the documents for registration of the change of the capital assets amount  in the trade register.The amount of the basic capital assets must be expressed with a whole number and be divisible by 100.

 

 

            A decision on raise of a reduced basic capital assets amount

                                                           

                                                            Art.113

 

1.   Should  the basic assets amount be reduced  for any reason below  the amount determined in Art.112 of this Law, it  shall have to be raised up to the amount provided by this Law within one year ,unless the limited liability company  has been transformed into a company of another type.

1.      Should the basic capital assets  not be raised up to the determined amount in  point 1 of this Article within the  stipulated term ,each person having legal interest may  require termination of the limited liability company  after he has warned his representatives  to coordinate such situation with the law.If the situation stops  from the day the court has reached  a first-degree decision ,the procedure is stopped.

 

                        Amount of the basic deposits of the founders

 

                                                            Art.114

 

1.  The amount of the founders’ basic deposits may not be  equal,but the amount of each separate basic deposit may not be less than 200,00 DEM in countervalue.The basic deposit is expressed in denars in a way provided in Art.112 point 3 of this Law and has to be expressed with a whole number  divisible by 100.

1.      Each founder while establishing of the Company has a right to one basic deposit. One basic deposit may be owned by more persons.

 

 

               Payment of the basic deposit with legal payment facilities

 

                                                            Art.115

 

            The basic deposit which is not paid with legal  payment facilities is allowed only if stipulated by the Company Agreement.

 

                                         

 

 

 

                                                Basic deposits in objects

 

                                                            Art.116

 

 

1.   Should the basic deposit consist of objects that are undertaken by the limited liability company,the Company Agreement  shall specify the founder  entering the objects ,as well as the objects to be undertaken,the value at which the Company undertakes them and  privileges  given to the founder entering the objects if the founders agree upon.

2.    There shall be a report on the value of the objects made by an official appraiser which shall be attched to the Company Agreement.The appraiser shall be appointed by the future founders from the list of appraisers determined by the court.

3.   The appraiser is entitled to a recompensation for the service and covering of the expenses.

 

 

                  Determining of the value of the basic deposits in objects

 

                                                            Art.117

 

1.   Should the value of a deposit in objects and rights be below 50.000,00 DEM in denar countervalue and if the total value of the whole -  objects and rights does not exceed the half of the basic capital amount,the future founders may unanimously decide not to appraise the value of the deposit in objects and rights. In that case the founders prior to submitting documents for registration make a report on the deposits in objects stating that the value of the deposit in objects or rights is not less than the amount of the undertaken basic deposit.

2   If the value of the deposit in objects ,i.e. rights is not determined by an official appraiser or if in the Agreement the expressed value is not equal to the value determined by the appraiser ,the founders have joint and several liability to third parties within five years from the day of registration of the founding of the Company in the trade register,for the value of the deposit in objects and rights determined at the moment of establishing of the limited liability company.

 

                                    Registration of the basic deposits

 

                                                            Art.118

 

1.   Inviting founders by a public invitation and entering basic deposits in personal labour and rendering of services is contrary to this Law.

2...The basic deposits are registered as a whole.

 

 

                       

                        Payment and entering of the basic deposits

 

                                                            Art.119

 

1.   Each founder  at the time of  founding of the Company shall pay one third of the deposits he pays in money,so that the total value of all payments in money and the value of the entered objects and rights should not   be below 5.000,00 DEM in denar countervalue.

2... The deposits in objects and rights shall be entered in full prior to submittting the documents for registration of  foundation of the limited liability company in the trade register. If the value of the deposits in objects does not reach the value of the undertaken basic deposit , the founder shall make an extra payment of the balance  in money.

3.   Payment fo the basic deposit shall be made on a temporary account of

the limited liability company at an istitution for payment operations.

 

4.   The payments from point 1 of this Article as well as the full entering of the deposit in objects and rights  shall be of the nature allowing the limited liability company  a free and lasting disposal  from the moment of their registration  in the trade register.

 

 

            Compensation and privileges for objects and rights the founder                                    transferres to the Company

 

                                                            Art.120

 

            If a founder of the Company is given compensation for the objects and rights he transferres to the Company and that value is added to his basic deposit or if any  founder is given special privileges in the Company,in the Company Agreement  such founder is cited ,as well as description of the objects and rights ,their value expressed in monetary value and the privileges that the founder aquires .

 

                    Settling of expenses for founding of the Company

 

                                                            Art.121

 

1.    The founders provide assets  for settling of the expenses for founding of the Company commensurate with  the amount of their basic deposits.

2.   The founders may decide for the expenses for founding of the limited liability company to be reimbursed to them or, reward for  participation in founding of the Company to be paid to one or more founders.

3.   The expenses and the rewards from point 2 of this Article may be paid from the profit only.The founders may decide for the payments for thar purpose to be made before payment of the dividend to the founders.

 

 

                 

                        Conditions under which the basic deposits may be

                                        reimbursed to the founders

 

                                                            Art. 122

 

1.   If the limited liablity company is not established within 6 months counting from the day of payment of the first basic deposit in a way set forth in the Company Agreement,a founder may require for  the court to determine his right to reimbursement of his deposit.

2.   If founders decide upon founding of the limited liability company  after the decision of point 1 of this Article,a new procedure for entering of deposits is carried out.

 

           

            Limitations for founding of a limited liability company by a

                                                physical person 

 

                                                            Art.123

 

1.   A  physical person may not be a sole founder in more than one limited liability company.A single founder company may not be a sole founder in another limited liability company.

2.   In case of nonobservance of the provisions of point 1 of this Article,a person having legal interest  may require termination of the limited liability company   from the registering court . If the nonregularity arises from uniting into one person of all shares in a company with more founders, the demand for termination  may be submitted only after expiry of one year from the day of undertaking of all shares by one person.

3.   The court may determine a six month term for reconciliation of the situation  according to the Law and will not make a decision on termination of the limited liability company if the situation has been reconciled on the day of deciding.

 

                                    Liability of the first managing bodies

 

                                                            Art. 124

 

1.  The first managing bodies of the limited liability company and the founders proven responsible for the annulment of the activities undertaken in the founding procedure have joint and several liability  to third parties and the other founders for the damage caused by the annulment.

2.   The claim is submitted within three years from the day when the decision on termination went into effect.

 

                 

 

 

                        Application for registration  of founding of a Company

 

                                                            Art.125

 

            The application for registration of founding of a Company in the trade register is signed  by the manager,i.e. all managers of the Company.

 

                        Enclosures to the Application for Registration

 

                                                            Art.126

 

1. To the application for registration of the limited liability company,the following documents shall be enclosed:

 

·        the Company Agreement;

·        the enactment for appointing of a manager or managers of the Company;

·        a proof that each founder has paid at least one third of the basic deposit  in money;

·        a proof that at least one half of the basic capital assets has been paid.

2.   If at the time of founding of the limited liability company the whole amount of the money deposit has not been paid,the rest of the amount shall be paid in a way set forth in the Company Agreement. The rest of the amount should be paid within one year.

3.   The Company Agreement must not set forth provisions contrary to  point 2 of this Article.

4.   The court may reject the application for registration if the official appraiser of the value of the deposit in objects and rights  establishes the fact ,or it is obvious ,that the report of the founders from point 1 of Article 117 of this Law is irregular or opposite to the law or if the appraiser states or the court establishes the fact that the value of the deposit in objects is lower at least for one third of the amount of the entered basic deposit.

 

                        Liability of the founders and managers for damage

 

                                                            Art.127

 

1.   The founders and the managers have joint and several liability to the limited liabilitiy company  for  damage caused due to  premediation or negligence, or non-entering or  irregular entering of deposits in objects ,due to unreal evaluation of those deposits or any other disadvantegeous effects in the founding procedure.

2.   If  covering of the damage is necessary for fulfilling of the obligation towards third parties,the limited liability company  can not cancell the claim for paying damages from point 1 of this Article  nor can  bargain in respect to that claim.

3.    Expiration  of the claim from point 1 of this Article starts from the day of entry of the limited liability company into the trade register.

4.   The claim for paying damages  from point 1 of this Article expires in 5 years from the day of entry of the llimited liability company into the trade register.

5.   For the damage of point 1 of this Article ,the person for whose account  the founder has undertaken the deposits is also liable.

6.   The person from point 1 of this Article may not refer to the founder not being familiar with the circumstances he has been familiar with or had to be familiar with ,acting in his name or has acted with attention of a neat and coscientious businessman.

 

 

Part two

 

RIGHTS AND LIABILITIES OF THE FOUNDERS

 

      Liabilities of the founders

 

1.   The founder is obliged to pay the undertaken deposit in full in accordance with the Company Agreement and the decision of the Assembly of the Founders.

2.   Untill otherwise provided by the Company Agreement and the decision of the Assembly of the founders,all founders make payment of the basic money deposits in proportion to their basic deposits.

3.   The founders cannot be exempt  from ,nor the fulfillment of the obligation of payment of a money deposit  can be postponed.The obligation for payment of  money deposit may not be cleared with his claims toward the limited liability company.

 

      Obligation for payment of deffault interest

                                               

                                                            Art.129

 

1.  In case of delay in payment within an additional term of 30 days ,the founder shall be reminded to fulfill his obligation.The reminder sent by the manager or the managers of the Company  he is advised that if after the expiration of the additional term payment has not been made, expelling would follow.

2.   A founder who will not pay the amount of his basic deposit within the term determined by the Company Agreement i.e. the decision of the Assembly of the founders,is obliged to pay the deposit with  the deffault interest  determined by law ,if the Company Agreement  i.e. the decision  of the Assembly of the founders does not determine  higher interest.

 

                                               

 

 

 

 

                                                Expelling of a Founder

 

                                                            Art. 130

 

1.   If a founder misses the additional term , he is expelled by the limited liablity company .He is informed about the expelling in written form.

2.   A founder whose founders relation has stopped by expelling is  liable for the damage caused by the non-payment  of the deposit.

 

                             Sale of the share of an expelled founder

 

                                                            Art.131

 

1.  The share of an expelled founder shall be sold  at  public competition.The share may be transformed into money  in other way upon the expelled founder’s consent.

 

2.   The expenses for the sale,the deffault  interest,the due obligations on the non-paid share of the  basic deposit are settled from the sale price ,and the rest belongs to the expelled founder.

 

Withdrawal,i.e. payment of a deposit by other founders

                                                           

                                                            Art.132

 

1.   When in compliance with Art.131 provisions  of this Law transformation of a deposit into money is not possible,the Company may withdraw the share or the other founders  of the Company may ,in proportion to their basic deposits ,pay the whole basic share of the expelled founder ,and in proportion with the amounts paid in such manner ,their basic deposits shall be raised.

2.   In case of withdrawal  of a share and payment of the basic deposit by the other founders,the expelled founder has a right to the share of his basic deposit he has paid for.

 

Rights of the founder in the Company

 

                                                            Art.133

 

            Each founder has the right to participate in managing of the limited liability company and in distributing the profit ,and to be informed about the work of the Company,to have access to the books and the enactments of the Company,as well to a part of the rest of the liquidation,.i.e. bankruptcy assets.

 

 

 

 

Rights to a share of profit

 

                                                            Art.134

 

1.   The founders have the right to participation in distributing  the profit established in the balance of success unless otherwise provided for in the Company Agreement.

2.   The profit is distributed to the founders according to their share in the basic capital assets unless otherwise provided for by the Company Agreement.

 

                                                Secondary activities

 

                                                            Art.135

 

1.   Beside payment of the basic deposit,the founders may undertake an obligation to carry out other activities  concerning property issues. (secondary activities).

 

 

2.   As secondary activity is considered the personal participation of the founders in the Company work except for the participation as elected officials.

3.   A founder is entitled to a special award which in the balance sheet  is expressed as debt of  the Company.

 

 

                                             Supplementary payments

 

                                                            Art.136

 

1.   The assembly of the founders may decide for the fouders to make supplementary payments.

2.   The Company Agreement may stipulate for all or some founders to make supplementary payments  above the amount of the basic deposit

3.   A founder can not clear his claims to the company  by supplementary payment.

4.   The obligation for supplementary payments must be determined for a definite period of time and the amount should be in proportion with the undertaken basic deposits.

5.   A provision of the Company Agreement about supplementary payments which is opposed to the article is null and void.

6.   A founder obliged to make supplementary payments has a right to vote.

 

 

                           

 

 

                        Reimbursement of supplementary payments

 

                                                            Art.137

 

1.   Unless otherwise provided by the Company Agreement,the supplementary payments  may be reimbursed to the founders  that made them in proportion with the undertaken basic deposits.

2.   Reimbursement of the supplementary payments shall be made after expiration of a three-month period of time in which the Company has reached the decision on reimbursement.

3.   The decision on reimbursement of the supplementary payments is announced three times in intervals not shorter than one  and not longer that two weeks.

 

                                    Keeping of the basic capital assets

 

                                                            Art.138

 

1.   The property of the limited liability company required for keeping of the basic capital assets  must not be paid to a founder.

2.   A founder can not claim repayment of the basic deposit within the period of durability of the Company unless otherwise provided by this Law.

3.  Supplementary payments which do not serve  for covering of the basic capital assets in case of losses may be repaid to the founder. Repayment may not be made prior to the expiration of  3 months counting from the date when a decision on repayment has been announced in a proper way. In case of supplementary payments prior to full payment of the deposit,repayment of the supplementary  payments made  before full payment of the deposit is null.         

 

 

                                                Loan of the founder

 

                                                            Art. 139

 

1.   The loan that the founder grants to the Company when it cannot provide one  at customary market conditions is treated as property of the Company.

2.   The provisions from point 1 of this Article are applied to other legal activities of the founder of the Company as well as to third persons which in the spirit of legal affairs refer to the loan.

 

 

                                   

 

 

 

 

                                    Determining of the amount of the loan

 

                                                            Art.140

 

1. The share of a founder in a limited liability company  is determined in accordance to the amount of the basic deposit  undertaken by the founder,unless otherwise provided for by the Company Agreement.

2.   The founder may have only one share in the Company. If the founder undertakes another share ,his share is increased for the amount of the undertaken share.

 

                                                Ownership of a share

 

                                                            Art.141

 

1.   A share may be owned by more than one founder.

2.   Persons from point 1 of this Article are considered one founder ,and they can execute their rights only through a joint representative ,and have joint and several liability for the obligations of the founder.

 

                                   

 

 

                                                Certificate of a share

 

                                                            Art.142

 

1.   The cerificate of a share issued to a founder in a limited liability company shall not have the status of securities.

2.   The Company may issue documents and the payment of the annual profit shall depend on submitting of such documents.

 

                                               

                                                Register of shares

 

                                                            Art.143

 

1.   The manager,i.e. the managers of the limited liability company shall keep a register of shares in which,after the entry of the Company in the trade register,the following data is entered : name and surname (trade name),occupation  and place of residence (the seat) of each founder ,the amount of the basic deposit  undertaken by the founder,supplementary payments made by the founder ,as well as special rights and liabilities if related to the share.

2.   The register of shares shall ,without delay, note all changes in  respect to the entries made ,as well as the division and  burdening of the share.Expelling,change of ownership of  a share in relation to transforming of  a share into money,and  aquiring new basic deposits ,decrease of the basic deposits and reimbursement of the supplementary deposits are registered by the managers without delay and without an application,while other changes ,burdenings and divisions only upon an application sbmitted  by any of the founders.

3.  Anyone having legal interest may have access to the register of shares in working hours. If the Company denies the existance of legal interest  ,the issue shall  be  solved  by  the registering court  in  non-trial  procedure.

 

                                        Validity of the register of shares

 

                                                            Art.144

 

1.   In relation to the limited liability company a party is considered a founder only if registered in the register of shares.

2.   The registration in the register of shares is considered  completed on the day when the Company receives the application for registration ,if it complies with the conditions stipulated for such registration ,regardless of the time of  the actual registration.

 

                                                Disposal of the share

 

                                                            Art.145.

 

1.   The shares in the limited liability company are transferrable and are subject to succession  in a way stipulated for by the Company  Agreement.

2.   A share binding  for secondary activities may be transferred upon the Company’s approval.

3.   The founders may  mortgage their  shares.

 

            Conditions under which a share is transferred to third party

 

                                                            Art.146

 

1.   A share may be transferred to third parties provided that the founder has paid for his basic deposit in full.

2.   The right to priority purchase of a share is executed to the following order :other founders,the limited liability company and the person appointed by the Company.

3.   The limited liability company may purchase a share only from the property exceeding the basic capital assets.

4.   If a founder, the limited liability company or the person appointed by the company do not decide within one month from the day of announcement of sale of the share,the founder may freely dispose of his share ,unless special conditions are stipulated by the Company Agreement.

 

 

      5.   If the approval of the limited liability company is a condition for the transfer , and the company does give approval to the founder who has paid the basic deposit, the registering court may, at the founder’s request allow the transfer in a non-trial procedure.

 

 

                                    Right to priority purchase of shares

 

                                                            Art.147

 

            In case of sale of a share in an executive court procedure,the right to priority purchase of the share is exercised in  the following order : the other founders,the limited liability company,i.e. the person appointed by the Company.

 

                        Passing of the rights and liabilities of the founder to the

                                            person acquiring the share

 

                                                            Art.148

 

1.   In case of transfer of a share  the rights and liabilities of the founder are transferred  to the person who has acquired the share.

2.   The person who has acquired the share has a joint and several liability with the predecessor for the obligations existing at the moment of transferring of the share in proportion to the share of the basic deposit determining the share in the basic capital assets of the Company.

3.   The liability of the point 2 of this Article expires in 5 years from the date of submission of the application for registration in the trade register.

 

 

                       

                        Application for change of ownership of a share

 

                                                            Art.149

 

1.   A person having acquired a share is obliged to  submit to the Company an application for change of ownership of the share for the purpose of registering in the register of shares.The application shall contain a statement  that the person having acquired the share accepts the provisions of the Company Agreement.

 

                                    Transfer of a share by succession

 

                                                            Art.150

 

1.   The succesion of a share to a spouse and children,to sons-in law  and daughters-in law can not be limited.

2.   For passing of a share by succession to other persons  that are not mentioned in point 1 of this Article ,as well as for aquiring any property as a whole ,the Company Agreement may stipulate  that the aquiring person is obliged to transfer the share to some of the founders or to a person determined by the Company,at a price responding to the value of the share according to the last balance,unless otherwise agreed by the parties.Should  the Company  fail to invite him to transfer his share within 30 days from the moment it acknowledged him,the obligation for transfer expires.

 

                          Coming into effect of the transfer of the share

                                                           

                                                            Art.151

 

1.   For the limited liability company the transfer of the share comes into effect from the moment of registration  in the register of shares.

 

                       

 

                        Conditions under which the share may be divided

 

                                                            Art.152

 

1.   The share may be divided only in case of transfering,i.e.renouncement ,legal succession  from a founder and succession.Division of a share requires all founders’ consent.

2.   The provisions of this Law for the lowest amount of a basic deposit are applied also in case of division of a share.

3.   A Company Agreement may exclude division of a share.

 

            Payments contrary to the Law,to the Company Agreement or to

                        a decision of the Assembly of the founders

 

                                                            Art.153

 

1.   A founder ,in favour of which irregular payment contrary to the Law has been made , contrary to the provisions of the Company Agreement or to a decision of the Assembly of the founders,is obliged to repay to the Company the received payments. For the amount he has received in good faith as part of the profit  he cannot be forced to repay.

2.   For repayment of the received amounts, beside the founder,all responsible persons  in the Company who acted with negligence while making payments have a joint and several liability.The reponsible persons can not be fully,or partially relieved from the obligation for repayment.

3.   If the basic capital assets is lowered and the repayment of a received payment  can not be made by the founder or the officials in the Company, for the decrease of the capital assets the fouders  guarantee in proportion with their basic deposits. The amounts that can not be received from particular founders are distributed to the mentioned proportion  among the other founders.

4.   The claims from point 3 of this Article expiry in  five years ,except  for the case if the Company proves that the person who was to compensate the damage had been aware of the irregularity of the payment.

 

            Purchase of shares by the Company from its own property

 

                                                            Art.154

 

1.   Upon a decision of the founders reached at minimum  by three-fourths majority of votes the limited liability company may ,from its own property exceeding the basic capital assets ,purchase at most one third of the shares. Only shares for which the full amounts of the basic deposits have been paid may be purchased.

2.   The Company is obliged to abalienate the share purchased  in accordance to point 1 of this Article within one year  from the day of purchase or, applying the regulations for decreasing of the basic capital assets , to withdraw it.

3.   The share becoming the Company’s ownership does not  provide a right to vote nor is taken into consideration in the course of evaluation of capability of decision-making. The profit aquired on the basis of such share  and the amount  which on the basis of such share is aquired in case of liquidation or bankruptcy ,is distributed among the founders in proportion to their basic deposits.

4.   Provisions in the Company Agreement  that are contrary to the provisions from this Article are  null and void.

 

                                                Withdrawal of a share

 

                                                            Art. 155

 

1.   A share may be withdrawn in case of expelling of a founder and its aquiring by the limited liability company.

2.  A share may be withdrawn also in case set forth by the Company Agreement.

3.   A share may be withdrawn in conformity with  point 2 of this Article also without the founder’s consent,if the conditions for withdrawal had been determined in the limited liability company agreement at the time when the founder aquired the share.

4.   Should the withdrawal of the share cause decrease of the basic capital assets ,the withdrawal may be made only by decreasing of the basic capital assets.

5.   The limited liability company founded by one person may not aquire a share for itself nor to withdraw it.

 

             

 

             Conditions under which the founder relation is terminated

 

                                                            Art. 156

 

1.   The founder relation in a limited liability company is terminated in the following cases:

 

·         death of  the physical person - founder;

·         resigning of the founder from the Company

·         expelling of the founder from the Company and

·         start of a liquidation procedure  over the founder.

 

2.   The property rights of the founder are regulated by the  balance of accounts at the end of the month in which the founder relation has been terminated.

 

                                    Resigning and expelling of a founder

 

                                                            Art.157.

 

1.   The Company Agreement may stipulate for the founder to have the right to resign or to be expelled from the limited liability company,as well as to determine the conditions ,the methods and the consequences of the resigning or expelling of the founder from the Company.

2.   The  founder may bring charges to the competent court requiring resignation from the Company if there is grounds for it. As  grounds the following is considered : if  he suffers damage from the other founders or  a company body ,if he is prevented from exercising his rights  in the Company or  he is burdened with extreme tasks .Within 30 days from the announcement of the decision the founder may ask for protection  with the competent court.

3.   The founder may ask for protection with the competent court for another founder to be expelled from the Company, if there is grounds for it.The following cases may be considered grounds: if the other founder causes damage to the Company or to any of the founders ,if he acts opposite to the decisions of the assembly of the Company , if he does not participate in managing of the Company thus preventing and limiting the regular operation of the Company or  the execution of the rights of the other founders  or violates the provisions of the Company Agreement.

4.   The founder may not quit  beforehand the rights from points 2 and 3 of this Article .

 

                        Effects of resignation or expelling of a founder

 

                                                            Art.158

 

1.   Once a founder resigns or is expelled from the Company,his founder relation is terminated.

2.   A founder resigning from a limited liability company ,i.e. an  expelled  founder has a right to compensation for his share  according to the market value which the share had had at the time of resignation ,i.e.expelling. If the share had been entered in objects or  in rights ,the founder  is entitled  to reimbursement of the invested amount within a  term not shorter than three months from the day of resignation i.e. expelling.

      The founder may not claim compensation of damages  for accidental destruction ,damage  or decrease of the value of his invested assets and in case it has been caused by regular amortization.

      The founder may not claim payment of the deposit  untill he compensates the damage to the Company  or fulfills other obligation toward the Company.

3.   The founder relation in case of resignation i.e. expelling is considered terminated  when the compensation from point 2 of this Article has been paid to the founder.

 

                                                     Part  three

 

                        ORGANS OF THE LIMITED  LIABILITY  COMPANY

 

                                                  First sub-division

 

                                    Assembly og the founders

 

                        Composition of the Assembly of the Founders

 

                                                            Art.159

 

1.   The asembly of the founders shall consist of all founders.

2.   The manager of the Company not being a founder may participate  in the work of the assembly, without a right to vote.

 

 

3.   The assembly of the founders shall be convened at minimum once a year.

 

                        Forms of decision making by the founders

 

                                                            Art.160

 

1.   Decisions in the Company are reached at the assembly of the founders.

2.   The Company Agreement may stipulate ,beside the adoption of the annual balance of accounts and the annual report ,for all the  decisions or some of them to be reached  by written consultations of the founders

 

                       

 

 

 

                        Competence of the assembly of the founders

 

                                                            Art.161

 

1.   The assembly of the founders shall perform the following activities:

 

·        review and adopt the annual balance of accounts and the annual report and decides on distribution of the profit and covering of losses,unless otherwise stipulated by the Company Agreement;

·        appoint to office and remove from it the manager  i.e.the managers,determine their reward and exercise the right of an employer toward them;

·        decide on the appointing to office and removal from it of the members of the supervisory board,unless the Company Agreement stipulates for this organ to be formed  or if it is formed according to this Law;

·        decide on reimbursement of the supplementary payments;

·        decide on supervision over the Company and appoint the supervisors;

·        raise the requests for compensation of damage done in connection with the founding of the Company and managing toward the manager ,i.e. the managers ,the members of the supervisory board or the supervisors and decide on appointing of a representative for conducting of disputes  if the Company cannot ne represented by the manager i.e. the managers or the members of the supervisory board;

·        approve conclusion of contracts for purchase of equipment for  its needs  and immovables amounting more than one fifth of the basic capital assets;

·        approve  contracts  which are concluded by the Company  with its founder ,manager or their close relatives ,except  if such conclusion of contracts is within the regular activities of the Comany  ,and

·        perform other activities set forth by this Law.

 

2.   The Company Agreement may stipulate for the assembly  of the founders                     to decide on other issues ,too.The aasembly may unanimously decide on each matter of importance for the work of the company.

 

 

 

 

                Persons that may convene the assembly of the founders

 

                                                            Art.162

 

1.   The assembly of the founders shall be convened by the manager ,i.e. the managers.

2.   Convocation of an assembly may be requested by one or more founders bearing half of the shares or at least one-fourth of the founders  who bear at least one-fourth  of the shares in the Company.

3.   Each founder may require from the court in a non-trial procedure for the court to appoint  a representative in charge for the convocation of the assembly and to determine the agenda.

4.   The convocation of the assembly is made in written form and in terms set forth by the Company Agreement.

 

                                   

                        Irregular convocation of an assembly of founders

 

                                                            Art.164

 

1.   An irregular convocation of an assembly of founders may be annulled.

2.   The decision on annullment shall  be rejected by the court if all founders were present at the assembly  or all founders were represented.

 

 

      Limits of the founder’s right to vote at the assembly of the founders

 

                                                            Art.165

 

1.   Each founder has the right to participate  in the work of the assembly and to dispose of votes  in proportion to his share in the Company.

     Each amount of the basic deposit corresponding to the denar countervalue of 200,00 DEM to the medium exchange rate of the National Bank of Macedonia  on the day of concluding of the Company Agreement,i.e. of the change in the basic deposit , gives one vote whilst amounts  under 200,00 DEM are not taken into consideration.

2.   The Company Agreement may stipulate for the founders to have another right to vote ,different from the one determined in point 1 of this Article ,provided that each founder must have at least two votes.

 

                                           Representing of a founder

 

                                                            Art.165

 

1.   If the limited liablity company has more that two founders,a founder may be represented by another founder of the company.

2.   The founder at the assembly of the founders may represented by his husband,i.e. his wife  except for the case when founders are only the husbands.

 

3.   A founder at the assembly of the founders may be also represented by another person if  that is approved by the Company Agreement.

 

 

                                                  

 

 

                                                Decision making

 

 

                                                            Art.166

 

1.   At the assembly  of the founders,i.e. in the course of deciding by written consultaion, decisions are reached by the votes of the founders representing more than one half of the shares  in the company.

2.   If the majority of point 1 of this Article  is not reached,the founders may again convene an assembly of the founders or may be consulted again,and the decisions are reached  by majority of votes of the present founders ; when the decision is reached by written consultation ,majority of votes of all the founders  is required.

 

 

                 Founder who does not participate in the decision making

 

                                                            Art.167

 

1. At the assembly of the founders, if the decision which is to be reached  relieaves a founder from an obligation or from liability or  recognizes some privilege on the behalf of the company,such founder  may not vote , nor a founder who, according to the decision  has to conclude a contract ,i.e. against whom action is taken or is interested in any way.

2.   Provisions of the Company agreement contrary to point  1 of this Article are considered null and void.

 

 

             

             Responsibility of the founders for the decisions reached

 

                                                            Art.168

 

            If the founders in the limited liability company  reach a decision for which they had known or with concsiousness that is expected from them could have known that  offends the interests of the company ,have an unlimited , joint and several  liability for that decision.

 

            Methods and terms for convocation of the assembly of the                                                                  founders

 

                                                            Art.169

 

1.  The assembly of the founders is convened  by a written invitation delivered to each founder at least seven days prior to the session,unless oterwise stipulated by the company agreement. The invitation shall contain the agenda.

 

2.  If the assembly is irregularly convened, decision making shall be possible only at presence of all the founders who approve of it.

3.   Each founder may require for certain issue to be included in the agenda  of the assembly. The founder must   inform the other  founders about his proposition  in writing  three days prior to the session latest.

4.   Provisions in the company agreement that are opposed to the provision of this point are null and void.

 

                Decision making without a session of the assembly

 

                                                            Art.170

 

1.   If the company agreement allows for the founders to reach decisions without holding a session of the assembly, the founders are advised about the proposal  in writing ,stating a  term for  reply.If a founder does not reply within the stipulated term , it is considered voting against the proposal.

2.   At a request of a founder representing at least one-tenth of the basic capital assets , for an issue  which is decided on in a way set forth by point 1 of this Article ,assembly of the founders is convened  to decide on the issue.

 

 

                        Annullment of decisions reached by the founders

 

                                                            Art.171

 

1.   A request for annullment of the decisions  reached at the assembly of the founders ,i.e. by written consultation ,which are opposed to the law and other regulations ,may be submitted to the court by the manager i.e. the managers as well as by each  member of the supervisory board.

2.   The request is  submitted against  the company.

3.   When a request is submitted by the manager, the company is represented at the trial by  a member of the supervisory board appointed by the board. If a supervisory board is not constituted ,the court appoints a representative of the company.

 

 

                                                Book of decisions

 

                                                            Art.172

 

1.   All decisions reached at the assembly of the founders , i.e. reached by the founders  by written consultation  are kept by the manager ,i.e. the managers of the company  in a book of decisions. The decisions come into effect after they have been entered in the book of decisions  and verified  with a signature of at least one founder who has participated in reaching them.

 

2.   Each founder has a right to access to the book of decisions  and may  require a copy of the decisions  from the manager i.e. the managers of the company.

3.   In a sole fouder limited liability company ,the decisions are registered in the book of decisions immediately after they have been reached  and are certified with a signature of the only founder.

 

                                                Second  sub-division

 

                                    Appointing of a manager,i.e. managers

 

                                                            Art.173

 

1.   The company is managed by a manager, i.e. managers.

2.   Only a  working age physical person may be appointed  manager.

3.   Also a person who is not a founder may be appointed   manager.

4.   The assembly of the founders decides on appointing of a manager. If a  founder is appointed  manager ,appointing may be done within   the company agreement  in the course of duration of the founder relation. If within the company agreement all founders are appointed managers ,it is considered that only those who had been founders at the time of conclusion of the company agreement, are appointed managers.

5.   If the company agreement does not stipulate the period for which the manager is appointed  , he is considered appointed for the duration of the company.

 

                       

                        Registering of an appointed manager i.e. managers

 

                                                            Art.174

 

1. The appointment of a manager i.e.managers ,his authorizations for representing of the company and all possible changes are immediately registered in the trade register.

2.   The application for registration should be accompanied  by evidence of the appointment , representation  and the changes in written form.

 

                                    Authorization of a manager i.e. managers

 

                                                            Art.175

 

1.   The authorizations of the manager i.e. the managers are stipulated by the company agreement.

2.   If the company agreement does not stipulate the authorizations of the manager i.e. the managers,they may perform all the activities within the frame of managing  in favour of  the company.

 

 

                                    Representation of the company

 

                                                            Art.176

 

1.   In the relations with third parties the manager i.e. the managers have the authorization to act in the name of the company  in all circumstances, except for the authorizations which according to this Law belong to the founders.

2.   The company is liable also for  the  enactments undertaken by the manager i.e. managers even in case they have been undertaken out of the line of business ,unless proven that the third parties had known  or must have known that the enactment has exceeded the frame of the line of business.  The announcement of the company agreement can not be considered as proof.

3.   The manager i.e. the managers are obliged  to the company to respect  the limitations of the authorizations fot representing  set forth by the company agreement.

 

                                   

                                    Methods of work of the managers

 

                                                            Art.177

 

1.    Without a consent of the assembly of the founders ,the manager i.e.the managers may not :

 

·        perform trade activities  on their behalf  which are comprised in the line of business of the company ;

·        be  founders of unlimited liability in another company having the same or similar line of business as the Company;

·        be  high  officials in another company performing the same or similar  activities as the Company.

 

2.   Should the manager act  in opposition to the limitations from point 1 of this   Article  , the company may :

·        demand compensation of damages;

·        demand for the manager to renounce the deal concluded for his account;

·        demand for the manager i.e. the managers to  repay the profit aquired  from the deal concluded for other account or to transfer the claim  arisen from that  deal to the company;

3.   The demands of the company from point 2 of this Article expire  in 3 months from the day  the manager i.e. the managers had acknowledged  the fact. After the expiration  of three years from the day  of breaching  of the limitations  the demand can not  be effectuated..

4.   In case of  breaching of the limitations from point 1 of this Article the manager i.e. the managers who are not founders,may be dismissed  without prior notice and without right to compensation of damage.

 

                Keeping of business books and preparing of the annual

                                               balance of accounts

 

                                                            Art.179

 

1.   The manager,i.e. the managers shall take care of an orderly and in accordance to the law and other regulations,keeping of the business books of the limited liability company.

2.   The manager i.e. the managers shall prepare the report on the managing of the company as well as the annual balances of accounts  which after the expiration of the business year are submitted to the assembly of the founders.

3.   The documents from point 2 of this Article ,as well as  the proposal for decisions  to be reached  proposed by the manager i.e. the managers ,and if necessary , the report of the revision  ,are submitted to the founders  in a manner and in terms set forth  in the company agreement.

4.   In connection with  the documents from point 3 of this Article   the founders may pose questions in written form  to which the manager i.e. the managers of the company are obliged to reply  at the assembly of the founders.

5.   Decisions opposed to points 3 and 4 of this Article may be declared null and void.

 

                                         Informing of the founders

 

                                                            Art. 180

 

1.   The manager,i.e. the managers shall at the request of the founders ,submit a report on the work of the limited liablity company and provide access in the business books ,enactments and other documents of the company.

2.   Should  the manager,i.e. the managers fail to meet the founder’s request,he may refer to the registering court. The court reaches a decision in a non-trial procedure which comes inot effect  immediately.

3.   The founder may submit a complaint against the court decision but it does not postpone its execution .

 

                        Responsibility of the manager,i.e. the managers

 

                                                            Art.181

 

1.   The manager,i.e. the managers have personal ,joint and several liablity toward third parties for working in opposition to the provisions of the Law and the other regulations, for non fulfillment of the Agreement,as well as for mistakes commited in the course of managing of the company.

2.   If more founders participated in the same  activity,the court shall determine the contribution of each founder in the damage.

 

 

3.   Beside the action for damage that the founders suffered themselves,they may  submit a personal or group claim for damages against the manager i.e. the managers . They may claim full compensation of the damage the company had suffered.

4.   Any provision of the company agreement  providing for each claim to be  conditioned by the prior opinion or approval of the assembly of the founders is null and void.

5.   Any decision of the assembly of the founders may not allow  non submitting of a claim on the manager’s responsibility  for mistakes commited in his work.

                                   

 

                        Removal from office of a  manager i.e. managers

 

                                                            Art.182

 

1.   A manager i.e. managers may be removed from office by a decision of the founders representing more than a half of the shares in the limited liablity company. Any provision stating the opposite is null and void.

2.  If the removal from office  is made without guilt being proven ,the manager i.e. the managers are entitled to compensation of damages.

3.   At a request of each founder,  a manager i.e. managers may be removed from office according to point 1 of this Article by the court in a non-trial procedure

           

            Reduction of the number of managers below the number

                                stipulated by the agreement

 

                                                            Art.183

 

1.   If the number of managers decreases under the number  stipulated for by the company agreement ,the other managers are obliged to convene the assembly  of the founders within 30 days.

2.   If the company remains without a manager i.e. managers ,the assembly of the founders shall be convened by the court in a non-trial procedure, in order for any person having  legal interest to be found

 

 

                             Managing of a sole founder company

 

                                                            Art.184

 

            A sole founder limited liability company is managed by the very founder himself or by a manager i.e. managers appointed  by him. If the single founder is a legal entity ,the company is managed by its manager i.e. managers or person i.e. persons appointed by him.

 

                                   

Third sub-division

 

 SUPERVISION OVER THE WORK OF THE COMPANY

 

Supervisory board

 

 

                                                            Art.185

 

1.   The company agreement may stipulate for a supervisory board to be established  which shall follow the execution of the company agreement, supervise the use of the material assets  of the limited liability company and submit reports to the assembly of the founders.

2.   Establishing of a supervisory board is obligatory if:

·         the company has basic capitall assets exceeding 100.000,00 DEM in denar countervalue or

·        the company has more than 20 founders or

·        the annual average number of emloyees  exceeds 200.

 

3.   If a supervisory board is not established in the company,a supervisor  may be appointed.

 

 

                        Appointing of the members of the supervisory board

 

                                                            Art.186

 

1.   The members of the supervisory board i.e. the supervisor ,are appointed by the assembly of the founders.The first supervisory board .i.e. the supervisor ,may be appointed by the company agreement.

2.   In a single founder company,the supervisory board i.e. the supervisor  is appointed by the very founder.

3.   For members of the supervisory board i.e. supervisor the following persons may not be appointed  :

·        the manager,i.e. the managers  and the employees of the company;

the spouses ,relatives of the straight and side line up to third degree of the persons from point 3 provision 1 of this Article.

·        persons who by legal actions have been deprived from performing supervising activities.

4.   The dismissal of the members of the supervisory board i.e. supervisor is carried out by the assembly of the founders  by two-thirds majority of all votes.

 

                                   

                              

 

 

 

                                    Composition of the supervisory board

 

                                                            Art.187

 

            The supervisory board shall consist of at least three members.

 

                                    Sessions of the supervisory board

 

                                                            Art.188

 

            The supervisory board shall hold sessions at least three times in the course of one business year.

 

                              Authorizations of the supervisory board

 

                                                            Art.189

 

1.   The supervisory board shall supervise the work of the limited liability company,thus reviewing and appraising the business books of the company,as well as the enactments ,the material assets and especcialy  the treasury and the securities. The performance of these activities may be entrusted to a certain member of the board  or to an expert who is not a member of the supervisory board.

2    To the interest of the company,the assembly of the founders must convene the supervisory board.

3.   Activities that may be performed without the approval of the supervisory board  shall be set torth by the company agreement.

 

Competence of the supervisory board in respect to the annual balance           of accounts and the proposal for distribution of the profit

 

                                                            Art.190

 

1.   The supervisory board shall review the annual balance of accounts ,the proposal for distribution of the profit and the annual report on the managing of the company and shall inform the assembly of the founders about the results.

2.   The report shall contain the methods and the scope of supervision  of the work of the company in the course of the business year as well as the conclusions  it has reached  about the annual  report and the annual balance of accounts.

 

                           Supervision authorizations of the founder

 

                                                            Art.191

 

1.   In a limited liability company where a supervisory board has not been established nor a supervisor appointed, each founder has the right to get familiar with the work of the company ,to personally review the business books,enactments , the stock lists ,the trasury and to  draw up the balance.

2.   All possible disputes between the founders and the manager i.e. managers  with respect to execution of the right from point 1 of this Article  shall be settled by the registering court in a non-trial procedure after  interrogation of both sides.

3.   Each founder may,at any time, point out to the supervisory board i.e. supervisor ,particular matters of his field of activity ,in written form. If this is done by founders representing one tenth of the basic capital assets  or the company agreement stipulates a major part of the basic capital assets ,the supervisory board  submits a report on those matters with the necessary propositions  at the next  session of the assembly of the founders.

4.   Should the matter be urgent and of  of big significance and the manager i.e. the managers at the request of the supervisory board i.e. the supervisory have not  convened the assembly of the founders, the supervisory board convenes the assembly of the founders without delay.

 

                   The right to giving instructions and choice of experts

 

                                                            Art.192

 

1.   Beside the regular supervision ,the assembly of the founders may,at any time ,give instructions ,chose experts who beside the regular supervision organs shall together with them review  the annual balance of accounts and the annual report on the management of the company,the report of the supervisory organs as well as the whole operation  or the operations of ceratin departments.

2.   Should the assembly of the founders reject the proposal  for reviewing from point 1 of this Article ,one or more founders representing at least one-tenth of the basic capital assets  may propose to the registering court to order reviewing within  15 days from the day of the session of the assembly .  The persons who have submitted such proposal should  point out the violation of the Law,the rights of the founders or the company agreement. The founder or founders who have proposed reviewing can not transfer  their shares prior to consent of the company  untill  it is decided upon compensation of the expenses of the control.

 

                                    Check of claims by the registering court

                                                           

                                                            Art.193

 

1.   One or more claimants of the limited liability company  whose claims are not sufficiently provided for and reach the amount of at least a half of the basic capital assets ,may propose to  the registering court that it should  conduct check.At the proposal,the court may in a non-trial procedure order a check if the  claimants prove  their claims and the fact that the manner of work of the company obviously jeopardizes the payment of their claims  or that  in the course of work of the company  the law has been violated or unfair activities  performed.  The court shall ,without a proposal from the company, order  placing of an example of a guarantee for the damage that the company could possible suffer as a result of the decision on the check,as well as from the very check ,taking into consideration , in the course of evaluation of the guarantee , the amount of the basic capital assets and the amount of the claims.

 

             Applying of the provisions  on banning of competition  and

       resposnibility of a member of the supervisory board ,i.e. supervisor

 

 

                                                            Art.194

 

1.   The provisions of the points 178 and 181 of this law are applicable to the members of the supervisory board i.e. the supervisor.

 

 

                                                         Part four

 

                             CHANGE OF THE AGREEMENT OF A

                                    LIMITED LIABILITY COMPANY

 

                 Decision on a change of the company agreement

 

                                                            Art.195

 

1.    Change of the company agreement is carried out  upon a decision of the assembly of the founders by at least three-fourths majority of the total votes. The company agreement may set forth additional conditions for its change.

2.   Chenge of the determined subject of work  in the company agreement may be carried out upon a decision of the assembly of the founders reached unanimously ,unless otherwise stipulated by the company agreement.

3.   Increase of  the stipulated obligations of the founders or  decrease of the rights of the founders they are entitled to  according to the company agreement is carried out upon all founders’ approval  concerned by the increase i.e. decrease.

4.   Provisions of the company agreement which are opposed to the provisios from points 1 and 3 of this Article shall be null and void.

 

                       

                                    Legal force of a decision on a change

                                                of the company agreement.

 

                                                            Art.196

 

1.   A change of the company agreement has no legal  force untill it is entered in the trade register.

2.   The change of the company agreement  is entered in the trade register by the manager i.e. the managers of the company .

 

 

                                                First sub-division

 

                                    Increase of the basic capital assets

 

                                                            Art.197

 

 

1.   Should the assembly of the founders reach a decision on increasing of the basic capital assets,the increased  basic capital assets may be  covered by  undertaking new basic deposits.

2.   The basic capital assets may be increased provided that all previous basic deposits have been paid for in full.

 

                        Conditions for increase of the basic capital assets

 

                                                            Art.198

 

1.   The decision on increase of the basic capital assets shal stipulate the amount of the raise,the manner in which persons undertaking the amount  shall participate in the distribution of profit  and the exact time of the business year in which the basic capital assets have been  increased.,as well as the amount of the share of the  capital assets that is to be paid prior to the entry in the trade register. Only upon a decision on increasing of the basic capital assets  payment  may be required  from the persons that undertake  the amount of the increase ,i.e. payment above the nominal amount of the basic deposit undertaken. The new amounts shall be entitled to special rights.

2.   The entry of the decision on increasing of the capital assets into the trade register and its announcement shall be carried out by the manager i.e. all managers of the company,after the amount of the increase has been covered with the undertaken basic deposits and after payments have been made  which according to the company agreement i.e. the decision of the assembly of the founders is to be effected prior to the entry into the trade register.

3.   Prior to the announcement of the entry of the decision  on increase of the capital assets into the trade register,the company  must not mention the raise in its business announcements and correspondence.

 

                   Undertaking of new basic deposits by the founders

 

                                                            Art.199

 

1.   The company shall offer the new basic deposits to the founders or to other persons who are not founders.

2.   The undertaking of new basic deposits by the founders shall be carried out in proportion to the existing basic deposits ,unless otherwise agreed upon  or otherwise decided upon by the assembly of the founders.

3.   The manager i.e. the managers  by registerd letters offer the founders  to undertake new basic deposits amounting the raise, that belongs to them in accordance with point 2 of this Article. Should the founder within 15 days from the day of receipt of the letter fail to undertake the basic deposit ,the manager i.e. the managers  shall offer the deposit to the other founders in the same manner. If they do not undertake the deposit within 8 days the manager i.e. the managers at their own choice  and to the interest of the company,shall offer it to persons who are not founders ,unless otherwise  stipulated by the company agreement  or the  decision of the aasembly of the founders.

4.     The statement of  undertaking shall be submitted  as a notary public enactment. Beside the amount of the undertaken basic deposit  the statement shall contain the data about all other obligations arising from the company agreement and the decision on raise of the basic capital assets. If the person undertaking a basic deposit is not a founder,the statement shall contain his consent of becoming a founder and of his willingness to undertake the rights and liabilities stipulated by the company agreement.

 

               Lowest amount,payment and  arrival of the basic deposit

 

                                                            Art.200

 

1.   The provisions of this Law about the lowest amount,the manner of payment ,arrival of the basic deposit as well as for the legal consequences  from delay in payment,are applicable also to the new basic deposits.

2.   If the new basic deposit is not entered as a money deposit,the provisions on evaluation of the deposits in objects and rights  as well as the reponsibility of the founder placing the deposit  are applicable also to the new basic deposits.

 

                        Raise of the capital assets from the company property

 

                                                            Art.201

 

            The assembly of the founders may decide on raising of the capital assets also from the company property exceeding the basic capital assets.The raise of the deposits shall be made in proportion with the previous  basic deposits of the founders.

 

      Entering of new founders into a  company founded by one person

 

                                                            Art.202

 

1.   If the limited liability company  founded by one person  as a result of raise of the capital assets  admits  one or more new founders ,they shall be obliged to adjust the organization and the operation of the company according to the provosions of this Law related to companies of two and more founders.

2.   The adjustment of point 1 of this article  must be entered into the trade register by the manager i.e. the managers of the company

                                               

                                                Second sub-division

 

                                    Decrease of the basic capital assets

 

                        Decision on decreasing of the basic capital assets                        

 

                                                            Art.203

 

1.   The basic capital assets may be decreased upon a decision of the assembly of the founders on change of the company agreement. The decision  shall contain close determination of the scope and the purpose of the decrease of the basic capital assets as well as the manner of  carrying it out.

2.   As decrease of the capital assets is considered each decrease of the capital assets set forth by the company agreement regardless  if it is repayment of the basic deposits  or total i.e. partial  deleting of the obligations for full payment of the basic deposits of the founders and their predecessors who guarantee for it.

3.   The capitall assets of the company must not decrease below 10.000,00 DEM in denar countervalue.  If the capital assets is decreased for the purpose of  deleting of the obligation for full payment of the basic deposits,the rest of the amount of the other deposits  must  not be decreased below 5.000,00 DEM in denar countervalue .At the same time a decision on raising of the capital assets at least to 10.000,00 DEM  shall be made.

 

            Registration and announcement of the intention for  decrease of                                               the capital assets

 

                                                            Art.204

 

1.   The manager i.e. the managers shall submit the intention for decreasing of the basic capital assets to the registering court  .

2.   The manager i.e. the managers  shall immediately after  receipt of  the written information about the entry of the intended decrease into the trade register ,publish the announcement for the intended decrease of the basic capital assets  in the “Official Bulletin of RM” . The announcement  shall contain the consent of the company  that at the request of the claimants it shall  pay  their claim  or  issue a guarantee. If after expiration of 90 days from the announcement claims have not been submitted,all claimants          are considered  to approve of the intended decrease of the capital assets.

3.   Some claimants  may be informed directly.

            Registration of the decrease of the basic capital assets

 

                                                            Art.205

 

1.   The decrease of the basic capital assets is  submitted for entry into the trade register after the term for submitting claims has expired. The decrease becomes valid  once it has enetered the trade register.

2.   Payments to the founders  on the basis of the decrease of the capital assets  shall be allowed once  the changes of the company agreement have been registered into the trade register .

3.   On the day the changes of the company agreement about decrease of the capital assets  are registered ,the deleting of the obligation for full payment of the basic deposit  which had been planned with the decrease of the capital assets ,becomes valid.

 

            Restriction on purchasing own shares by the company  for the              purpose  of decreasing of the capital assets

 

                                                            Art.206

 

              The company shall not be allowed to purchase its own shares for the purpose of decreasing of the basic capital assets. Should the assembly of the founders decide to decrease the basic capital assets  not motivated by losses,it may authorize the manager i.e. the managers to purchase certain number of shares for the purpose of anullment of those shares.

 

           

                                                            Part five

 

                        TERMINATION OF A LIMITED LIABILITY COMPANY

 

                                                Grounds for termination

 

                                                            Art.207

 

1.   The limited liability company  shall be terminated :

·        after the term  stipulated by the  company agreement  has expired;

·        upon a decision of the founders;

·        upon a decision for merging with another company,i.e. for division;

·        in case of conducting of a bankruptcy procedure ;

·        upon a decision of the registering court

in other cases provided for by Law.

2.   The company agreement may stipulate other grounds for termintation of the company.

 

           

 

            Grounds for termination of a company founded by one person

 

                                                            Art.208

 

1.   The company founded by one person in which  the owner of the share is a physical person ,is terminated with the death of the person,unless otherwise stipulated or  the successors demand for the company to continue its work.

2.   When  the owner of a sole founder company is a legal entity,the company is terminated with the termination of the legal entity.

 

                                                Decision on termination

 

                                                            Art.209

 

1.   The decision on termination of the company  is reached by the founders by at least three-fourths majority of total votes.

2.   A provision of the company agreement contrary to point 1 of this Article is null and void.

 

                             Termination of the company upon  a decision

                                           of the registering court

 

                                                            Art.210

 

1.   The registering court may,in a non-trial procedure ,decide for the limited liability company to be terminated in the following cases :

·        if it is required by one or more founders who are bearers of at least one-fifth of the basic capital assets ,if there is solid grounds for it;

·        if it is required by a competent government bodies  and the company proved not to be founded in compliance with the law or its liablity is contrary to the Law.

2.   The court  shall,except for  the cases  when the Law stipulates otherwise,prior to  deciding on termination , summon  the manager i.e. the managers to appear in court , and the supervisory board if established. They are being heared ,but a decision may be reached without hearing if it could have not been done due to the circumestances  that the invited person had not appeared in court or had not submitted a written statement within the stipulated term.

 

            Termination of the company on the basis of a court decision

 

                                                            Art.211

 

1.   The court may  ,at a complaint  of one or more founders,  reach a verdict for termination of the company in cases  when accomplishing of the aim of the company arising from the subject of work,  is impossible, or there are important reasens for  termination of the company.

            The complaint shall be  submitted against the company.

2.   The founders who have submitted the complaint have joint and several liability toward the company for the damage that could be caused to it by premediated  complaint  or out of negligence.

 

               Termination of the company at the request of a creditor

 

 

                                                            Art.212

 

1.   One or more creditors  whose outstandings  amount  at least one half of the basic capital assets ,may with a complaint submitted to the registering court  demand for the company to be terminated  should any annual balance sheet  or check prove that  the reserves or one half of the capital assets had gone; that the operation of the company  obviously jeopardizes the payment of their outstandings ;that in the course of operation of the company the Law has been violated and unfair activities performed.

2.   The founders have a joint and several liability for the damage that could be caused to the company  due to premediated  complaint or out of negligence.

 

                                                Regular liquidation

 

                                                            Art.213

 

1.   In cases of termination of the limited liability company according to provisions 1 ,2 and 5 from point 1 of Article 207 of this Law, a liquidation procedure shall be applied.

 

                        Cases in which the company is not terminated

 

                                                            Art.214

 

1.   The limited liability company shall not be  terminated  if one or more founders  go bankrupt or are out of their working age.

2.   The company shall not be  terminated also in case of death of one of the founders unless otherwise stipulated by the company agreement.

 

                             Registration of termination of the company

 

                                                            Art.215

 

1.   The termination of the company as a result of expiration of the term  for which it has been founded or by decision of the founders ,shall be  entered into the trade register  by the manager i.e. the managers.

2.   The  court shall  register termination of a company in all cases  ,stating the manner in which the termination has been done. If the company is terminated on the basis of a court decision, the termination shall be  registered  by official duty .

3.    Should the manager i.e. the managers fail to act in compliance with the court invitation  and fail to report the termination , the court in its second invitation shall determine the term ;after expiration of the term , the termination of the company shall be  registered in the trade register and the court  shall appoint liquidators. Prior to the registration of the termination  and appointing of liquidators,the  managers .i.e. the managers shall be  interrogated ,as well as founders who do not have authorization for managing of the company,if possible.

 

                                                            Part six

 

                      TRANSFORMATION OF A JOINT-STOCK COMPANY

                                    INTO A LIMITED LIABILITY COMPANY

 

 

                        Transformation of a joint-stock company into a

                                        limited liability company

  

                                                            Art.216

 

1.   By virtue of a decision of the assembly, a joint-stok company may without liquidation be transformed into a limited liability company

2.   The decision of the assembly of the joint-stock company  is reached in the manner and according to the conditions  for reaching  decisions on change of statute of a joint-stock company. With the statute of the joint-stock company,the majority stipulated by this Law may be replaced with capital majority and other conditions may be set forth.

 

                                    Conditions for the transformation

 

                                                            Art.217

 

1. A joint-stock company may be transformed into a limited liability company under the following conditions :

·        the shareholders should be invited  in a manner stipulated by the law or the statute of the joint-stock company,to make statement  whether they would  participate in the limited liability company  with the share of the property of the joint-stock company their shares would be entitled to.The invitation is announced three times  in intervals not shorter than eight and not longer than 15 days. If the shares are issued  to a name or the documents for the shares have not been issued,the shareholders are invited  with a registered letter  to make a statement immediately. The term for making statement must not be shorter than one month counting from the third announcement i.e. from the day of receipt of the registered letter. If at the assembly all shareholders are represented ,there shall be no invitation.  For the shareholders who at the assembly  fail to decide whether  they shall participate in the limited liability company ,the one month term counts from the day of the session of the assembly.

·        the shareholder should participate in the limited liability company  with a basic deposit  with the share of the joint - stock company which would belong to his shares in case he becomes a founder in the limited liability company.

·        the limited liability company should have  sufficient number of shareholders so that the nominal amount of their shares to be at least  three-fourths of the basic capital  assets of  the joint-stock company. ,and

·        if the capital assets is not covered  with participation according to provosion 3 of  this point  due to the fact that not all shareholders participate or they do not participate with all their shares or due to the fact that the value of the part of the property of the joint-stock company that would  belong to certain share does not reach the nominal  amount of the shares ,the capital assets may be supplemented  by basic deposits collected from persons who are not shareholders ,and who can effect full payment  only in cash prior to the entry of thedecision on transformation  into the trade register.

 

2.   The value of the property of the joint-stock company  as well as the part belonging to certain share  is estimated on the basis of the balance  drawn up for that purpose , stating the true value of the property. The balance is approved by the assembly  of the joint-stock company  which may  fully reach decisions if at least  three-fourths of the capital assetshave benen represented ,provided that the majority should be at least  three-fourths of the votes.

 

                       

                                         Method of transformation

 

                                                            Art. 218

 

1. The undertaking of the basic deposit shall be  carried out  by statements verified by a notary public.

2.   For the limited liability company established by transformation of a joint-stock company ,an agreement shall be  concluded according to the provisions of this Law.

3.   Should  the agreement from point 2 of this Article be   adopted  at the assembly of the joint-stock company deciding on the transformation,the agreement shall be  verified by a notary public who shall,at the request of persons making statements for undertaking of basic deposits at the very assembly,verify  those statements in the very minutes of the assembly provided that the contents are in compliance with the provisions of this Law.

4.   Should  the value  of the property of the joint-stock company in the course of transformation decrease  or  the capital assets of the limited liability company are less than the basic capital assets of the joint-stock company ,provisions of this Law on  invitation of creditors  and payment to the shareholders in the procedure of decrease of the basic capital assets,shall be  applied.

5.   The provisions of this Law for the basic capital assets and basic deposits in the limited liability company shall  also be applied  in case of transformation  of a joint-stock company into a limited liability company.

 

                       

                        Entry of the transformation into the trade register

 

                                                            Art.219

 

1.   The application for registration of the transformation in the trade register shall be signed by the member of the managing organ and of the supervisory board of the joint-stock company and the manager i.e. the managers of the limited  liability company ,responsible for the decision on  transformation of the company.

2.   The application  shall be accompanied by the following documents ,original or verified copies :

·        the minutes of the assembly of the joint-stock company  at which the decision has been reached on its transformation into a limited liability company;

·        the statements of all members of the managing organ and the supervisory board of the joint-stock company  ,and the manager i.e. the managers of the  limited liability company  ,stating that all conditions for transformation have been fulfilled in accordance with this Law ,and

·        the decision on transformation of  the joint-stock company into a limited liability company.

3.   Once the decision on transformation has been registered ,the joint-stock company becomes a limited liability company.

4.   The limited liability company from point 3 of this article shall be  entitled to dispose of the property of the former joint-stock company whose legal successor it is.

5.   Should the application from point 3 of this article   not be  submitted within three months from the day  the assembly has reached the decision on transformation,the decision shall be  considered not to be  reached.

 

                            Rights of a shareholder after the entry of the

                                    transformation into the trade register

 

                                                            Art.220

 

1.   A shareholder who for its share has not undertaken a basic deposit  or has not undertaken it for all his shares may ,after the entry of the transformation into the trade register, demand for the shares for which he has not undertaken basic deposits ,to be paid to him in cash  ,according to the value  determined by a prepared balance .  The limited liability company may determine a term  for withdrawal of the cash  which may not be shorter than three months. After the expiration of this term,the cash is  deposited with the court ,and the shares declared null and void. On the basis of the shares declared null and void ,the amount deposited with court for them may be withdrawn.

2.   The provision of point 1 of this article shall be  applied  also to shares  which calculated in the basic deposit,the deposit would not be divisible by 100 ,except if the balance  is supplemented with money; also to  shareholders  who due to insufficient number of shares  would not be entitled  to participate  as founders in the limited liability company  unless they join  their shares  for that purpose  or pay  additional money  up to the lowest  approved  amount of the basic deposit.

3.   The shareholders of the joint-stock company being transformed into  a limited liability company may not have other demands from the company property.

 

 

Head four

JOINT-STOCK COMPANY

Division one

GENERAL PROVISIONS

 

The concept of a joint-stock company

 

Art.221

 

            1.   The joint-stock company shall be a company which,according to the statute, has a determined basic capital assets divided to equal parts (shares),  in which the shareholders  participate with one or more shares each and where the obligations are provided  for with the entire property of the company.

            2.         The shareholders shall have obligations  prescribed by the statute and shall not be liable for the obligations of the joint-stock company.

            3.         The provisions of this law regulating the joint-stock company may be deviated form only in the manner and under the conditions prescribed by this law.

 

Trade name

 

Art.222

 

            The trade name of the joint-stock company must express the subject of work of the company,with these words following : “joint-stock company” or the abbreviation “JSC”.

 

Basic capital assets and shares

 

Art.223

 

            The basic capital assets and the shares shall be expressed in denars,and may be also expressed in countervalue in hard currency.

 

Nominal value of the basic capital assets and the share

 

Art.224

 

           

            1.         The lowest nominal value of the basic capital assets,when the joint-stock company is founded by a public invitation,  shall be 50.000,00 DEEM in denar countervalue,  and 20.000,00 DEEM in countervalue if it is founded without a public invitation ,  according to the medium exchange rate of the National Bank of the Republic of Macedonia on the day of submitting of the application for entry of founding of the company into the trade register, i.e. form the day of submitting of the application for entry of the change in the basic capital assets of the company into the trade register,  provided that number must be divisible by 100.

            2       The lowest nominal value of the basic capital assets form point 1 of this article shall not refer to a joint-stock company founded for performance of banking and insurance activities,as well as activities concerning trading with securities. In these cases the lowest nominal value of the basic capital assets shall be prescribed by a separate law.

            3.         The minimum  nominal value of the share shall not be lower than 10 DEEM in denar countervalue according to the medium exchange rate of that currency announced by the National Bank of the Republic of Macedonia on the day of submitting  the application for entry of founding of the company into the trade register, i.e. on the day of submitting the application for entry of the change of the basic capital assets of the company into the trade register. A share with a nominal value lower than 10 DEEM in denar countervalue shall be null and void.

            4.    The nominal values of the shares over the nominal value form point 3 of this article must be expressed with a  whole number divisible by    ten ,and the shares with nominal value over hundred  must be divisible by hundred.

            5.   For the damage done by emission of shares opposite to the provision form points 3 and 4 of this article ,the persons responsible for such issuing shall have joint and several liability toward the bearers of the shares

 

Division two

 

SHARES

 

The concept of a share

 

Art.225

 

            1.         The shares shall have the status of securities in business transactions.

            2.         The certificate of  share shall be issued for each share or for more shares of the same type (collective share).

            3.        The shares toward the joint-stock company shall be indivisible.

 

Issuing of shares over and below their nominal value

 

Art.226

           

            1.      The shares may not be issued under their nominal value.For the damage arising form issuing shares under their nominal value the founders shall have joint and several liability.

            2.       The shares may be issued under their nominal value.

            3.       Should the shares ,  according to the provisions of the statute,  be issued over the their nominal value,  the surplus value must be paid before the entry of the company into the trade register.

 

 

 

 

Denomination of the value of the shares

 

Art.227

           

            1.  The assembly of the joint-stock company may,by changing the statute,denominate the value of the shares, i.e. express it also in hard currency,reduce  or increase  their nominal value,provided that the amount of the basic capital assets remains unchanged.

 

Types of shares

 

Art.228

 

            1.         The shares may be issued to a name or to a bearer.

            2.         The shares must be issued to a name should  they be issued before the full payment of the nominal value (temporary share) or should  the value be higher than their nominal value.The amount of the partial payment shall be indicated on the share. The temporary shares issued to a bearer shall be null and void.

            3.         The shares form points 1 and 2 of this article may be issued simultaneously in proportion determined by the statute of the company,providing that the shares issued to a name must be at minimum 90% form the total number of shares of the company.

            4.         The statute of the company may stipulate a possibility  for the shares issued to a name to be transformed into shares issued to a bearer and vice versa,at the shareholders’ request and in accordance with point 3 of this article.

 

Kinds of shares according to the rights they bear

 

Art.229

 

            1.         The joint-stock company may issue shares with different rights.The shares bearing the same rights shall constitute one type of shares.

            2.         According to the rights,the shares may be regular( plain shares)and  priority ones (privileged shares).

            3.         For the issuance of shares to which special right are related (priority shares) the company may demand separate supplementary money payments once,at the time of the issuance of the shares.

 

Rights contained in the shares

 

Art.230

 

            1.         The regular shares shall be the shares giving their holders:

the right to vote in the assembly of the company

the right to participation in the share of the profit (dividend) and

the right to payment of part of the remaining liquidation i.e. bankruptcy mass.

           

            2.         The priority rights  shall enable the holders of the priority shares to appoint or to propose certain number of members of the organs of the company,provided that half of them shall be of property nature,giving them additional benefit in respect of the profit or the property of the company.

            3.         The rights form point 2 of this article may be joined.

 

Types of priority shares

 

Art.231

 

            1.         The priority shares may be cumulative and participle ones.

            2.         The cumulative priority share shall give its holder the right to receive payment of the accumulated unpaid dividends before receiving payment for any dividends to the owner of the deposit  of regular shares,in accordance with the decision on  issuance of shares.

            3.         The participle priority share ,beside the prescribed dividend,shall give the right to payment of dividend belonging to the holders of regular shares,in accordance with the decision on issuance of shares.

 

The right to vote

 

Art.232

 

            1.         Each share shall give the right to vote in the assembly of the joint-stock company.

            2.         The priority shares, according to the provisions of this law, may be issued as shares without the right to vote.

            3.         Rights to more than one vote shall not be allowed.

            4.         The Ministry competent for the economic affairs,in accordance with the Government of the Republic of Macedonia, may approve issuing of shares with more than one vote should that be necessary mainly for keeping of the economic interests or when the law provides that the subject of work  is of public interest.

            5.         Issuance of shares giving different right to vote in the assembly of the company for equal nominal value shall be forbidden.

 

Shares free of charge and shares at  reduced price

 

Art.233

 

            1.         The statute of the company may stipulate for issuance of shares to the employees free of charge or at  reduced  price.

            2.         The shares form point 1 of this article may be issued only form  the company property that exceeds the basic capital assets ,by simultaneous increasing the basic capital  ,amounting at maximum ten per cent of the increased basic capital assets.

            3.         The shares form point 1 of this article shall be issued to a name and may be transferred among the employees and the pensioners that had been employed in the company,obeying the rules for shares issued to a name.

            4.         In case of death or termination of the employment of an employee,except for the case of retirement,the right to priority in purchasing shares shall belong to the company. The company shall purchase the shares at their market value but at the nominal value at minimum.

            5.         The employees’ shares shall give the same rights as other shares.The conditions for acquiring and transfer of these shares shall be determined by the managing organ,which may provide for a certain group of employees to acquire the said shares jointly.

 

                                    Decision on issuance of shares

 

Art.234

 

            1.         A decision on issuance of shares shall be reached by the founder,i.e. the assembly of the company.

            2.         The decision on issuance of shares shall regulate the following in particular :

·        the trade name of the issuer of the shares;

·        the type of shares;

·        the type of shares according to the rights they give;

·        the total amount the shares shall be issued on;

·        the nominal value of the shares;

·        the designation pointing out whether the shares are issued to a bearer or to a name;

·        the number of votes the share gives;

·        the manner of payment of dividend;

·        the time and manner of subscribing shares;

·        the number of shares;

·        the manner and the term for payment for the subscribed shares;

·        the term and the interest rate for back payment of the paid assets in case of cancellation of the issuance of shares;

·        the right to priority in purchasing shares and the order of priority when priority shares are issued in several series;

·        the manner of announcement of issuance of shares;

·        the procedure of distribution and delivery of shares;

·        manner of disposing of the shares;

·        the rights that the holder of a priority share acquires;

·        bearing of risks and

·        other issues related to issuance of shares.

            3.         Under  conditions prescribed by another law, the statute of the company may provide for  the company  to issue the shares also in non-materialized form,  beside the very document.

           

Receipt for a share and a temporary receipt

 

Art.235

 

            1.         The decision on issuance of shares may stipulate for issuance of a receipt for shares to the effect that full payment of the deposit had been made thus giving the holder the right to possession of the number of shares indicated in the receipt.

            2.         The decision on issuance of shares may stipulate for issuance of a receipt for the part of the deposit paid by the shareholder (temporary receipt).The temporary receipt shall be issued to a name.

            3.         The receipt for shares and the temporary receipt may serve only as an identity card for participation in the work of the assembly of the company,i.e. of  the founding assembly of the company with a certain number of votes,in a manner and under the conditions set forth by this law.

 

Composition of the share

 

Art.236

 

            1.         The share shall consist of three parts.

            2.         The first part shall be the wrapping of the share containing the following elements:

·        the designation of it being a share;

·        the designation of the type of the share;

·        the trade name and the seat of the issuer of the share;

·        the surname and the name ,i.e. the trade name of the shareholder,should it be issued to a name;

·        the total sum the shares have been issued to and number of shares;

·        the terms of payment of the dividends;

·        the place,date if issuance,the serial number with a  control number of the share ;

·        the facsimile of the signatures of the authorized persons of the issuer of the shares;

·        rights arising form the share.

            3.         The second part shall consist of a coupon sheet with the coupons to be used for the payment of the dividend.The coupon for the payment of the dividend shall contain the following elements:

the serial number of the coupon for the payment of the dividend;

the number of the share the dividend is being paid for;

the trade name of the issuer of the share;

the year in which the dividend is being paid  and

the facsimile of the signatures of the authorized persons of the issuer of the share.

            4.         The third part of the share shall be a stub to be used for  receiving a new coupon sheet for  payment of   dividend.

 

Signing of the shares

 

Art.237

 

            For signing of the shares and the temporary shares a facsimile shall be allowed.The validity of the signature may be conditioned by obeying of a certain shape.A provision on the shape of signatures may be contained in the foundation deed of the company,i.e.in the statute.

Convertible bonds

 

Art.238

 

            1.         The joint-stock company may,up to the amount of half of the basiv\c capital assets,issue bonds which at the request of the bearer of bonds may be transformed into shares (convertible bonds).

            2.         The joint-stock company may issue bonds which in case of increase of the basic capital assets  provide the right to priority purchase of new shares issued by the company later (bonds providing the right to priority purchase).

            3.         The bonds providing the right to priority purchase and the convertible bonds shall be set forth by the statute of the company.

 

Division two

 

FOUNDING OF A JOINT-STOCK COMPANY

 

Founders of the joint-stock company

 

Art.239

 

            1.         The joint-stock company may be founded by at least three physical persons and legal entities.

            2.         As an exception form the conditions set forth by this law,the joint-stock company may be founded by one person.

            3.         A joint-stock company may not be founded by legal entities to which bankruptcy procedure has been applied.

                                   

Persons having  the status of founders

 

Art.240

 

            1.         Founders of a joint-stock company shall be the legal entities  i.e. the physical persons that had signed the founding deed of the company.

            2.         The signatures placed by the founders on the foundation deed of the joint-stock company shall be verified by a public notary.

 

Contents of the foundation deed

 

Art.241

 

            1.         The foundation deed of the joint-stock company shall contain provisions on :

·        the trade name and seat;

·        the subject of work;

·        the sum of the basic capital assets

·        the nominal value of the shares and the number of shares according to the types and the types according to the rights they give,should issuance of different types of shares be stipulated for;

·        the privileges  the founders shall be entitled to;

·        non-money deposits that are to be effected by the founders and other persons;

·        the right of the founders to appointing  the first members of the managing i.e. supervision organs , should it be stipulated for so and

·        other issues of importance for the founding of the company.

            2.         The privileges form point 1 of this article may not consist in  premiums,interests and previous withholds form the  profit of the company.

            3          At the time of founding,the issues form point of this article may be set forth simultaneously  with the statute of the company.

 

Separate profit of a shareholder and foundation expenses

 

Art.242

 

            1.         each separate profit of a share holder shall be stipulated for by the foundation deed under the name of the person entitled to it.

            2.         The whole sum of expenses which for the account of the company shall be guaranteed to the founders or to other persons as compensation or reward for foundation or for participation in the preparatory activities for foundation of the company shall be set forth by the foundation deed..

            3.         The contracts and other legal actions producing profits and rewards  in opposition to points 1 and 2 of this article shall be null and void to the company.After the entry of the company into the trade register,the invalidity can not be cancelled by changing the foundation deed.

 

Non-money investments and undertaking of equipment

 

Art.243

 

            1.         Should the future shareholders make non-money investments or should the joint-stock company undertake existing equipment or equipment that have to be produced ,the foundation deed shall set forth the object of investment ,i.e. undertaking,the person that the company acquires the objecti.e.undertakes the equipment form, and the nominal value of the shares provided for the investment in the object.

            2.         Should the foundation deed or the investment contracts concluded in accordance with it and the legal actions for their performance have been adopted i.e. concluded in opposition to point 1 of this article,they shall produce no legal effect for the company.Should the company be entered into the trade register,the invalidity shall not affect the validity of the foundation deed.Should the enactment for investment in objects be null and void,the shareholder shall be obliged to pay for the nominal value and the higher value for issuance of the share.

            3.         Once the joint-stock company has been entered into the trade register,the invalidity can not be cancelled by changing the foundation deed.

 

 

 

Registration ,payment and entering of deposits

 

Art.244

 

            1.         The basic capital assets shall be registered on the whole.

            2.         The money deposits shall be paid for up to the moment of the entry of the company into the trade register,amounting at minimum one-third of their nominal value.The payment of the rest shall be effected in one or more installments in accordance with a decision of the managing organ within a term that shall not be longer than three years,counting form the say of the entry of the company into the trade register.

            3.         The non-money deposits shall be entered on the whole  into the company up to the day of the entry into the trade register.

            4.         The deposit may not be presented by personal labour or rendering of services.

 

 

Undertaking  money deposits

 

Art.245

 

           

            1.         The undertake of money deposits may not be carried out by an agent of the company prior to the entry into the trade register.

            2.         Should the company not be founded within six months counting form the day of the entry of the founding deed with the registration court,each investor may demand for the court to appoint an agent in a extrajudicial procedure  authorized for back payment of the of the investors’ deposits.

            3.         Should one or several founders decide to prolong the founding of the company,a new procedure for payment of the money deposits shall be carried out.

 

 

Manner of publishing of data or reports

 

 

Art.246

 

           

            1.         Should the law or the statute prescribe an obligation for publishing of data or records of the company,they shall be published in the “Official Gazette of the Republic of Macedonia”.

            2.         In the daily press,determined by the statute of the company, also other data and reports which the managing organ considers to be of importance for the shareholders  may be published .

 

 

 

 

 

First sub-division

 

Simultaneous founding

 

The concept of simultaneous founding

 

Art.247

 

            1.         A joint-stock company may be founded  also in the following way: the founders themselves or jointly with other persons,personally or through an agent,in one or several statements undertake all the shares  without a public invitation and make a statement that they are founding a company.

            2.         The founders shall undertake the shares by making a statement about undertaking the obligation for payment  of the shares.

            3.         Each enactment of undertaking shares form point 1 of this article shall contain the following data : the person undertaking the shares,the number ,type of the shares and their nominal value as well as the time and the manner the payment is to be carried out.

            4.         Should all the shares be undertaken by the founders only or should a founder of the joint-stock company be one person,the statement of undertaking shares may be contained in the draft statute of the company signed by them.

 

Evaluation of non-money deposits

 

Art.248

 

            1.         The statute shall set forth the evaluation of non-money deposits.Attached to it shall be a report  of an appraiser  chosen  by the founders form the list of appraisers determined by the court.

            2.         The appraiser may require the necessary explanations and evidence form the founders.

            3.         The appraiser shall be entitled to a money reward for the expenses and his work.

 

Report on the course of founding

 

Art.249

 

            1.         The founders shall prepare a written report on the course of founding of the joint-stock company (founding report).

            2.         The founding report shall contain the basic conditions the payment of the deposits in objects i.e. rights shall depend on. It shall list:

·        the legal actions with which the company had acquired deposits in objects i.e. in rights;

·        the purchase or production expenses for the objects for the past two years;

·        the income for the past two years should an enterprise be invested in the company,according to the financial report;

·        the number of shares undertaken by ,and for the account of a member of the managing organ i.e. the supervisory board and

·        the type and manner according to which a member of the managing organ i,e, of a supervisory board had acquired special privileges ,indemnity or reward  for participation in the founding.

 

Persons that prepare and sign the statute of the company

 

Art.250

 

            The statute of the company shall be prepared by the founders and signed by all shareholders personally,or through representatives entitled to it with a special authorization,after the the receipts of the money deposits had been issued and the appraiser’s report form article 248 form this law has been placed at the disposal of the shareholders.

 

 

Contents of the statute of the company

 

Art.251

 

           

            1.         The statute of the joint-stock company shall contain provisions on the following:

 

·        the trade name and the seat of the company;

·        the subject of work of the company;

·        the value of the basic capital assets,the nominal value of the shares,the number of each nominal value ,the type of shares in case of issuance of several types of shares,as well as the number of shares issued of the corresponding type ;

·        the number of members of the managing and the supervisory organ should such organ be established according to the statute;

·        the form and the manner of publishings of importance for the company,i.e. for the shareholders;

·        the personal name and place of residence ,the citizenship i.e. the trade name and the seat of each founder;

·        the duration of the company and

·        the manner of termination of the company.

            2.         Beside the provisions form point 1 of this article the statute may contain other provisions of importance for the company ,unless forbidden by this law.

            3.         The other issues of importance for the company that are not regulated by the statute,may be regulated in conformity with this law and other enactments of the company.

 

 

 

 

First members of the managing organ and of the

supervisory board

 

Art.252

 

            1.         The first members of the managing organ and of the supervisory board (if one is provided to be established) shall be nominated in the statute.

            2.         Should according to the statute of the company the assembly of the company nominate members of a managing organ i.e. of a supervisory board,for that purpose the founders shall convene a separate assembly of the share undertakers.

            3.         To the assembly form point 1 of this article the provisions of this law concerning the founding meeting of the company shall be applied.

 

Unconditional and unlimited share undertaking

 

Art.253

 

            1.         The share undertaking must be unconditional and unlimited. After the entry of the company into the trade register ,the undertaker  may not point out to the company and to its creditors that he had not been familiar with the undertaking enactment,the statute and the report of the founders or that he had not approved of them.

            2.         The provisions form point 1 of this article shall be applied also to the person for the account of which the signatory of the enactment has undertaken the shares.

 

The enactment upon which the company is considered 

to be founded

 

Art.254

 

            The joint-stock company shall be considered to be founded once the founding deed has been signed  with which the share undertaking has been completed . When the first organ of the company is  established at a separate assembly and should  the total sum of expenses for the founding be  determined at that assembly,the company shall be founded by establishing its organs and by determining and approval of the expenses.

 

Undertaking shares that have not been paid for

 

Art.255

 

            Should any of the payments arriving before the entry of the joint-stock company into the trade register not be made on time,the founders may themselves undertake the shares that have not been paid for  or find another person that shall undertake them.The payments made by the former undertaker shall belong to the company.

 

 

Second sub-division

 

Successive founding

 

The concept of successive founding

 

Art.256

 

            1.         The joint-stock company may be founded also by subscribing to all or to a certain number of shares on the basis of  an announcement.

            2.         Should all shares not be subscribed on the basis of the announcement ,undertaking of the rest of the shares shall be carried out by corresponding application of the provisions of this law regulating the share undertaking when the company is being founded simultaneously.

 

The prospectus

 

Art.257

 

            1.         The announcement inviting to subscribing to shares (the prospectus) shall be prepared in accordance with the founding deed (decision on founding,decision on issuance of shares,share issuing plan or proposal).

            2.         The prospectus shall contain provisions on :

·        the enactment on the basis of which the prospectus is being issued;

·        the number,type and kind of shares offered for subsription,their nominal value,their issuing value,as well as the number,type and kind of shares undertaken without subscribing to on the basis of the prospectus;

·        the place and the financial institution with which the shares are being subscribed to and a warning that the founding deed and the draft statute may be reviewed there ,and depending on the case, the founders’ and the appraiser’s report, too;

·        the calendar day of the opening and the closing of the subscription ;

·        how much,where and when the subscribed shares should be paid for prior to the entry of the company into the trade register,as well as the consequences occurring in case the installments are not paid exactly and on time;

·        the manner in which the shares are distributed in case of excess subscription;

·        the day when the obligation of the subscriber ceases,should the company fail to be entered into the trade register by that day;

·        the exact data for the non-money deposits ,the purchases at the time of founding,the benefits, payments and awards;

·        certain periodical obligations  of the shareholders;

·        the manner of convening the founding assembly;

·        the highest amount of the expenses for the founding,should they be borne by the company and

·        the family and the born names (the trade names and the title),the occupation,the place of residence (the seat) of the founders and the citizenship.

2.         The prospectus may contain other provisions of importance for the issuance and the sale of the shares.

 

Evaluation of the non-money deposits

 

Art.258

 

            1.         In case of non-money deposits and in case of agreement on special advantages in favour of the founders and other persons,the founders shall appoint one or several appraisers form the list of authorized appraisers nominated by the court.

            2.         The appraisers shall determine,to their  own responsibility, the value of the non-money deposit and of the special advantages. The report shall be submitted to the registration court and placed to the disposal of the subscribers together with the draft-statute .

            3.         The founding assembly shall determine the value of the non-money deposits and recognize the special advantages.The founding assembly  may reduce the value of the non-money deposits only upon the approval of all subscribers,i.e beneficiaries of the special advantages.

            4.         Should there be no approval of all investors and beneficiaries of the special advantages,entered into the record,the company shall be considered not to be founded.

 

Subscribing to shares with a financial institution

 

Art.259

 

            1.         The subscription to shares shall be made with a financial institution.

            2.         The payments may be made only as regular deposits.

            3.         With the financial institutions,where subscription to shares is being carried out, the founding deed and the draft statute shall be placed to the disposal of the subscribers ,and should a permit be required for its founding ,the permit i.e. a copy of the document proving issuance of a permit shall be also placed to the subscribers’ disposal.

 

Written statement (subscription form)

 

Art.260

 

            1.         Subscription of shares shall be carried out with a written statement (subscription form ) based on the provisions  form the founding deed and the text form the prospectus.Each subscriber shall sign three copies of the subscription form,one for himself and one for the company.Should the subscription be carried out through an authorized person, the subscription forms for the company shall be accompanied by a letter of authorization.

            2.         The subscription form shall contain designations for :

·        the number,type of the subscribed shares,their nominal value and the issuance value ,if required;

·        the subscriber’s obligation that he will make payment for the share according to the existing conditions;

·        the monetary value paid by the subscriber when subscribing the shares;

·        a subscriber’s statement confirming that he is familiar with the founding deed,the draft statute and the prospectus and that he approves of the draft statute; and

·        a subscriber’s signature ,his occupation and the place of residence,citizenship,i.e. the trade name and the title,seat and signature of the financial institution  where subscription has been carried out,as well as a receipt issued by the financial institution about the received payment.

The subscription form shall bond the subscriber only if the company is founded.

 

Term of subscription to the shares

 

Art.261

 

            1.         The term of subscription to the shares may not be longer than three months counting form the day of the start of the subscription.

            2.         Should within the term stipulated for subscription all shares offer for subscription fail to be subscribed and paid for ,the founders may,15 days following the subscription term ,undertake the non-subscribed and unpaid shares or subscribe to them themselves.Should the shares offered for subscription in that manner fail to be subscribed to and paid for,founding shall be  considered to be unsuccessful ,and the founders shall be obliged,within 15 days, to invite the subscribers to withdraw the paid amounts.The announcement shall be published in the same manner the prospectus had been published.

            3.         When founding of the joint-stock company appear to be unsuccessful,the persons who had entered deposits in objects or purchases at the time of founding,as well as those who had undertaken the shares without subscription on the basis of a prospectus,shall be invited to withdraw the amounts they had paid and the objects they had invested in the company.

 

Delayed payments received  prior to the entry of the company

into the trade register

 

Art.262

 

            Should a payment that had arrived prior to the entry of the joint-stock company into the trade register be made with delay,the founders may  announce the undertaking i.e. the further subscription invalid,and may undertake the shares,i.e. to subscribe to them themselves or anybody else.

 

Distribution of shares among the subscribers

 

Art.263

 

            1.         Should the subscription be successful,the founders shall within 15 days after the expiry of the term prescribed by the subscription announcement  distribute among the subscribers.In the case form point 2 of article 256 of this law the term of  distribution of the shares shall be one month form the expiry of the term prescribed for subscription.

            2.         At each point where subscription is being carried out ,the subscribers shall be given a full list indicating the total number of subscribed shares of each type and how many shares of each type had been given to each subscriber.The list shall contain an invitation to the subscribers to which not one share or all subscribed shares had been given ,to withdraw the paid amounts for which they had not been given shares.

            3.         In case of excessive subscription ( more subscribed shares than the number of shares issued by the company according to the founding deed),the founders may reject the excessive shares.

            4.         Whether the excessive shares shall be accepted or rejected,the founding assembly of the company shall decide while determining the basic capital assets.

            5.         Should the founders or the founding assembly reject the excessive subscription,within  30 days form the day of rejection the excessive shares shall be returned to the share subscribers.For fulfillment of this obligation the founders shall have joint and several liability.

 

Disposal of the sums paid for the shares

 

Art.264

 

            1.         The founders shall be forbidden to dispose of the sums paid for the shares.The managing organ may dispose of the sums after the entry of the company into the trade register.

            2.         Special compensations ,back payments and rewards may not be charged to the account of the basic capital assets.

 

Convocation of a founding assembly

 

Art.265

 

            1.         After the subscription of the shares,two months following the expiry of the term prescribed by the announcement for subscription of shares,the founders shall call the subscribers to a founding assembly.The registration court in the area of which the company seat is located may ,at a justified request of a founder in a extrajudicial procedure  ,prolong the term of holding of the founding assembly for 30 days.

            2.         Should the founders miss to convoke the founding assembly within the term stipulated by point 1 of this article,the subscribers of shares shall be relieved form the obligations and may demand refunding of the sum they had paid. For refunding of the sums paid for the subscribed shares the founders shall have joint and several liability.

            3.         The share subscribers shall participate in voting or may be represented in a manner and under conditions prescribed by this law concerning representing at the assembly of the company.

 

 

Work of the founding assembly

 

Art. 266

 

            1.         The founding assembly shall discuss and reach decisions by quorum and majority stipulated for by this law about the assembly of the company.

            2.         The shareholder may decide at the founding assembly according to the number of shares he possesses,i.e. the number indicated on the receipt of the share or the temporary receipt.

            3.         When the founding assembly discusses the approval of the evaluation of the non-money deposit or recognizing special advantages,the founder’s shares shall not be taken into consideration while determining majority. The investor shall not have a right to vote ,not for himself nor as a representative.

            4.         The founding assembly shall, by a separate decision, establish the fact that the basic capital assets has been subscribed to on the whole and the shares had been paid for up to the amount prescribed by the founding deed. The founding assembly shall come out for acceptance of the statute and shall nominate the members of the managing organ and the supervisory board.In the minutes of the founding assembly it shall be confirmed ,  should that be necessary,  that the nominated members of the board of directors i.e. of the managing board and of the supervisory board had approved of the nomination.

            5.         The statute form point 4 of this article may be changed only upon an unanimous decision of the subscribers.

 

Examination of  the report on founding of the company

 

Art. 267

 

            1.         Should the assembly fail to adopt the proposal for the founding report to be examined again,  the report must be examined should that be required  by the subscribers and share undertakers representing one-fifth of the total shares paid for in money,  provided the requirement had been made before the election i.e. nomination of the organs of the joint-stock company.

            2.         The subscribers and the  undertakers of shares that had been paid for in cash shall elect three representatives. One of the representatives shall have the right ,  by separate voting,  to elect the subscribers and the share undertakers who had required reexamination of the founding report. These subscribers and undertakers shall have the right to participation in the voting for the election of the other two representatives.

            3.         Once the representatives have been elected,the founding assembly shall stop its work for a period of  seven days  and shall,without an invitation ,fix the time of the next session of the assembly.

            4.         The representatives shall submit a report in writing to the founding assembly.Should the majority of representatives estimate the value of the deposits in objects and rights to be lower than two-thirds of the initial value,the founding assembly shall decide whether to proceed with the founding procedure .

            5.         In the voting for the decision form point 4 of this article the founders shall not take part,  nor the subscribers and  the share undertakers which the company should undertake the deposits form. They may not participate in the voting even as agents on behalf of other persons.

            6.         Should in the voting procedure majority not be reached,the founding of the company shall be considered to be unsuccessful,unless the founders or other persons at the assembly undertake all the shares of those who had voted against founding of the company and had declared their unwillingness to be shareholders. The share undertakers shall have to enter all arrived payments with the competent public notary and to fill i.e. to sign the subscription forms.

            7.         Should according to the representatives’ report ,voting on founding of the company not be necessary,the expenses for the reexamination of the founders’ report shall be jointly borne by those who had required reexamination. In all other cases the expenses for reexamination shall be borne by the founders.

 

Entry of the company into the trade register

 

Art. 268

 

            1.         The application for entry of founding of a joint-stock company into the trade register shall be immediately submitted by the managing organ of the joint-stock company.

            2.         The application for entry of the company into the trade register shall state that the conditions for founding of the company have been met and it shall indicate the amount the shares have been issued on and the sum paid for them. The application shall be accompanied by a proof that the company may freely dispose of the sum that had been paid.

            3.         The following documents shall be also attached to the application:

·        the founding deed,as well as the statute;

·        the enactment on undertaking of shares and one copy of the prospectus on the basis of which the whole sum or part of the basic capital assets had been subscribed ;

·        the minutes of the founding assembly ,the invitation to it and the list of participants;

·        the statemnt of the nominated managing organ confirming the fact that the payments for shares prescribed by law and by the statute  had been effected and that upon the entry of the company into the trade register the company may freely dispose of the payments,as well as of the non-money deposits and purchases at the time of founding,as well as the receipt of a competent financial institution of the payments made in cash;

·        the list of members of the board of directors,i.e. of the managing board and of the supervisory board by indicating their surnames and names,occupation and place of residence,citizenship,and should they be foreigners,statements of the members of the company confirming acceptance of their membership;

·        the  licence,if required according to the law and

·        the report of the founders and of  the appraiser,i.e. appraisers,should such report had to be prepared.

            4.         The application shall be signed by all members of the managing board before the court, unless their signatures had been previously authenticated.The nominated members of the board of directors i.e. of the managing board and of the supervisory board shall deposit their signatures with the registration court.

            5.         The submitted documents shall be kept in the registration court as originals,  copies or as verified copies.

 

Conditions for rejection of application for entry

into the  trade register

 

Art. 269

 

            The court may reject the entry should the appraiser i.e. the appraisers declare or should it be obvious that the founders’ report or the report of the appraiser or of the appraisers is incorrect or incomplete or does not obey the provisions of the law.The court shall reject the entry also should the appraiser i.e. appraisers declare or should the court find the value of the deposit in objects and undertaken equipment drastically lower than the nominal value of the shares or under the sum of the payments that have to be effected due to that.

 

Entry of a statute or of other data into the trade register

 

Art. 270

 

            1.         The entry of the joint-stock company shall be carried out once the statute of the company has entered the trade register.

            2.         Beside the data prescribed by this law,the following shall be also entered into the trade register:

·        the date of founding of the company,and should a licence for founding be required,the organ that had issued the licence ,the day  and the number the licence had been issued under;

·        the trade name ,seat and subject of work;

·        the amount of the basic capital assets and the amount of it that has been paid for;

·        the type of shares i.e.wheather they had been issued to a name or to a bearer,the nominal value of the shares and the total value of each type of shares,as well as the priority rights arising form certain types of shares;

·        the total sum of payments for the issued shares and the manner they had been effected,short indication of the deposits in objects and purchases,the monetary value they had been undertaken for,as well as the special benefit,compensations and rewards;

·        the date of the adoption of the statute;

·        the duration of the company;

·        the statement of the members of the assembly of the company  confirming the fact that they are familiar with the obligation to inform the registration court of the non-existence of circumstances that would be opposed to the provisions of this law;

·        the authorizations of the members of the board of directors,i.e. the supervisory and the managing board,indicating the manner of representing and signing of the company,should it be different form the provisions of the law;

·        the type of supervision over the operation of the company ;

·        the manner of announcement of the decision of the assembly and of the other organs of the company,should it be regulated otherwise than the provisions of the law.

            3.         Also the surnames and the names,the occupation and the place of residence of the members of the board of directors i.e. of the managing board and of the supervisory board shall be entered into the trade register,as well as their citizenship should they be foreigners.

 

Announcement of the entry

 

Art. 271

 

            1.         Beside the contents of the entry form article 270 of this law,the following elements shall also be announced :

the data form the statute that have not been entered into the trade register;

the provisions of the statute or of another enactments on the composition of the managing organ;

the issuance value of the shares;

the personal name ,the occupation and the place of residence of the founders.

            2.         The announcement shall also state the fact that the documents being announced may be reviewed in the court.

 

Responsibility for the work of the company prior

to its entry into the trade register

 

Art. 272

 

            1.         Everyone working on behalf of the joint-stock company  prior to its entry into the trade register shall be personally liable,and should more persons work on its behalf,they shall be liable as solidary  debtors.

            2.         Should the company before its entry into the trade register undertake an obligation that had been transferred to its name upon a contract concluded with a debtor,so that the company takes the place of the debtor,the undertaken debt shall produce legal effect without a consent of the creditor,provided that the undertaking of the debt had been agreed  to be carried out within three months form the date of the entry of the company into the trade register and the creditor had been informed by the company or by the debtor.

            3.         Prior to the entry of the company into the trade register rights may not be undertaken form participation in other companies,nor  shares or temporary shares may be issued.

            4.         The shares or the temporary shares issued prior to the entry into the trade register shall be null and void. The issuer of  the shares shall be liable for the damages done to the holders.

 

Joint and several liability for the authenticity

and the completeness of the data for founding of the company

 

Art. 273

 

            1.         The founders shall have joint and several liability to the joint-stock company for the authenticity and the completeness of the data related to the founding of the company or undertaking of the shares ,the payments for the shares,the use of the paid sums,the special profits and rewards,the founding expenses and investments in objects.

            2.         The founders shall also be liable for the fact whether the place determined for payment of the basic capital assets is suitable and whether the paid sums are at the disposal of the managing organ of the company.Beside compensating the damages,the founders shall also compensate the payments that had not been effected and the compensation that had not been comprised in the founding expenses.

            3.         Should the company suffer deliberate damages  or damages out of negligence of the founders by investing,undertaking of objects or by the founding expenses,the founders shall have joint and several liability for compensation of the damages.

            4.         The founder shall not be liable for the damage is he had not been aware of the data which the obligation had been based on,nor had had to be aware of it provided that he had acted with the attention of an accurate and conscientious tradesman.

            5.         Should the company expel a tradesman who had been incapable of payment or incapable of investing objects,the damage shall be compensated  the founders as solidary debtorswho had accepted the participation of the shareholder although they had been aware of his incapability  to pay or his incapability to invest objects.

            6.         Beside the founders,  the persons for the account of which shares had been undertaken shall be liable. These persons may not claim not to have been familiar with the circumstances which the person acting for their account had been or must have been aware of.

 

Other solidary debtors

 

Art. 275

 

            1.         Beside the founders and the persons for the account of which the founders had undertaken the shares ,also the following persons shall compensate the damage as solidary debtors:

·        the person who had accepted payments which ,contrary to the law,had not been accepted as expenses for the founding,had been aware or according to the circumstances must have been aware of the fact that the payments had been covered up or he had participated in the covering himself;

·        the person who ,by investing objects had deliberately or out of negligence done damage to the company or had made the damage possible;

·        the person who,prior to the entry of the company of the into the trade register or in the first two years after the entry ,announces that shares shall be put on sale, if he had been aware of the incorrectness and the incompleteness of the data concerning the founding of the company or of the damage done to the company by investing or undertaking objects,  or must have been aware of  if he had acted with the attention of an accurate and conscientious tradesman.

 

Renouncement of the right to compensation

toward the founders and the persons

for the account of which

shares had been undertaken

 

 

Art.275

 

           

            1.         The joint-stock company may renounce its right to compensation toward the founders and the persons form article 274 of this law after three years form the day of the entry into the trade register or may square accounts with them,should the the assembly of the company reach a decision which shall not be opposed by minority possessing one-tenth of the basic capital assets.

            2.         The claim of the company for compensation of damages shall expire in five years .The expiry shall count form the day of the entry of the company into the trade register or should the action which the obligation for compensation be performed later,upon the performance of the action.

 

                       

Termination of the company due to violation of the provisions

of the law after the entry

 

 

            Art.276

           

           

            1.         Should after the entry of the company into the trade register violation of the provisions of this law be discovered,and the violation could  cause damage to the company,   the shareholders or other persons,  as well as any person having legal interest may within 30 days form the discovering the violation and within one year form the entry of the company latest,  demand form the court to reach a decision on termination of the company.

            2.         The persons form point 1 of this article may within the same terms lodge a complaint for termination of the company should the statute not contain or should it violate some compulsory provision of the law.

 

 

 

Division three

 

LEGAL RELATIONS BETWEEN THE JOINT-STOCK COMPANY

AND THE SHAREHOLDERS

 

Equal position of the shareholders

 

Art. 277

 

            The shareholders under equal conditions shall have equal position in the joint-stock company.

 

Obligations of the shareholder

 

Art. 278

 

            1.         According to the statute of the company the shareholder shall be obliged only to payment of the nominal value of the share,to payment of the whole sum should it be issued under the nominal value or with an additional payment,as well as to delivering objects or rights should he pay for the share with objects and rights.

            2.         Money payments of the nominal value may be required equally for all shares that are to be paid for in money.

            3.         The shareholder may not settle his outstandings form the company with payments for the shares nor may exercise the right to withholding form the money payments.

            4.         The company may not postpone the payment for certain shareholders,nor relieve them form payment,nor may instead the payment accept anything else but what had been prescribed by the founding deed i.e. the statute.The non-money deposits consisting in outstandings shall be considered to be paid for after the company collects it.The company shall be liable to the shareholder should it,in the course of collection, fail to act with the attention of an accurate and conscientious tradesman.

            5.         More joint owners of a share shall have joint and several liability for the obligations arising form the share.

 

Invitation to payments of the deposits

 

Art. 279

 

            1.         The shares shall have to make payment of the deposits to the invitation of the managing organ of the joint-stock company.The invitation shall be published in the company bulletin unless otherwise provided by the law.

            2.         The shareholder who has failed to make the payment on time shall have no right to vote until he makes the due payment with interest .The claim for compensation for the damage shall not be excluded,unless the statute prescribes penalty upon agreement.

            3.         The statute may prescribe losing the right of further payments in installments,as well as use of the dividend belonging to the shareholder up to the settlement of the due payment.

 

Conditions under which the shareholder may be deprived form

his right arising form a share or form a temporary share

 

Art. 280

 

            1.         Should the shareholder fail to make the due payment with interest within 60 days as a result of delay or other obligations,the joint-stock company may without a repeated invitation deprive him form his right he is entitled to by the share or the temporary share. The joint-stock company shall inform the shareholder about that by the joint-stock company with a registered letter ,and enter it into the book of shares.

            2.         Should a former shareholder possess a share or a temporary share,the joint-stock company shall announce cease of the rights arising form it.

            3.         The company may sell the shares and the temporary shares kept by the company or by other institution ,within one month form the day the written information had been sent according to point 1 of this article, to the stock-exchange or offer it for public auction for the expense and risk of the shareholder.

            4.         Once the expenses for the information,announcement ,sale ,the interests for the delay and the agreed penalty have been covered,the assets form point 3 of this article shall be used for payment of the back payments.The rest of the sum of the former payments shall be delivered to the former shareholder ,unless the statute provides for the former payments to belong to the company.

            5.         Instead of the shares the rights had ceased form in accordance with point 2 of this article the company may issue new shares and treat them according to points 3 and 4 of this article.Beside the partial payments made, also the oustanding sum shall be indicated. For the loss of the company amounting this sum or the sum acquired later,the former shareholder shall be liable to the company.

 

Joint and several liability of an undertaker or a subscriber

 

Art. 281

 

            1.         Should the company not organize sale of the shares or the required amount not be achieved,the shareholder and all its predecessors registered in the book of shares and in any case the undertaker or the subscriber shall have joint and several liability  for all outstandings in compliance with the articles 272 and 273 of this law.

            2.         The obligation form point 1 of this article shall expire in five years form the entry into the book of shares.The company may not  relieve them  form this obligation  .

            3.         Should the share not be sold and the predecessors agree upon otherwise,they shall become holders of the share in proportion to their payments of the outstanding sum.

 

Decrease of the basic capital assets for the nominal value

of shares that had not been paid for

 

Art. 262

 

            1.         Should an outstanding payment for the share not be collected with half a year after the expiry of the business year in which the shareholder had been deprived form the rights arising form it,the managing organ shall upon the supervisory board’s consent decrease the basic capital assets for the nominal value of the share,thus the share ceasing to exist.The decrease shall be entered into the trade register and the entry shall be announced. Should the decrease exceed the amount of 5% of the basic capital assets,the company shall act in accordance with the provisions of this law on decrease of the basic capital assets.

            2.         Should the share be owned by the company or kept in a financial institution,the company shall annul it and in the annual report shall indicate the number of annulled shares, the shares which the ceased rights had arisen form ,the outstanding sum which the basic capital assets had been decreased for.

            3.         The paid amounts for the shares remaining in the company shall be entered in the general reserve after the reduction of the uncovered expenses according to the articles 280 and 281 of this law.

 

Restitution of a deposit

 

Art. 283

 

            1.         Except for the cases stipulated for by this law ,the deposit shall not be restituted to the shareholders. Payment of the purchase price when purchase of the shares by the company is allowed shall not be considered restitution.

            2.         Interests must not be guaranteed nor paid to the shareholders.

            3.         As an exception form point 2 of this article,at the time required for preparation of the start of the company ,the statute may stipulate for certain  interests to be granted to the shareholders.The statute shall prescribe the term when payment of interests ceases.

 

Secondary periodical non-money contributions

 

Art. 284

 

            1.         Should an obligation be prescribed for  secondary periodical non-money contibutions,the statute shall determine the conditions,  the contents,  the scope and the time of contributing. When the contributions may be compensated with payment,the statute shall determine the term and the basis for calculation. By payment the trading value of the contribution must not be exceeded. For delay in contributing a separate agreed penalty may be prescribed. The obligation and the scope of the contributions shall be indicated on the share.

            2.         The statute of the company may prescribe for the obligation of secondary non-money contributions to be carried out by the shareholder free of charge or with compensation.Should compensation be prescribed,it may be required regardless of the fact whether the company ended the business year with net profit.

            3.         The obligation of the separate contribution and the payment for it shall expire in three years.

 

The right to a share possessed temporarily and the manner of exercising the rights by the joint owners of shares

 

Art. 285

 

            1.         Should the shareholder,against his will, fail to possess the share for a certain period of time or had acquired it by succession,by acquiring property as a whole or by calculation or division of joint property,the time for which the share had  temporarily been  possessed by another person shall be considered time of ownership of the shareholder.

            2.         The joint owners of the share issued by the company shall exercise their rights through a joint agent. The legal actions undertaken by the company toward the joint owners,shall be also carried out toward the agent,should he be registered with the company,i.e. toward any joint owner ,with legal effect to all.

            3.         The registration court may at the request of the company,appoint a trustee to the joint owners. The agent shall be entered into the book of shares,should the document in it be entered.

           

Advanced payment based on expected profit

 

Art. 286

 

            1.         Should the managing organ be authorized by the statute ,it may in the course of the business year make advanced payment to the shareholders based on the expected profit according to the annual balance sheets.

            2.         The managing organ may effect the advanced payment should the temporary balance of success for the previous year show profit. At most half of the amount remaining form the annual profit after the reduction of amounts earmarked as reserves may be paid in advance.The advanced payment may not exceed the profit gained according to the annual balance sheets in the previous year.

            3.         The advanced payment shall be effected only upon the supervisory board’s consent and should it not be established,the consent of the non-executive members of the board of directors shall be required.

 

 

 

Manner of determining the share of the shareholders

in the profit

 

Art. 287

 

            1.         The shareholders shall have the right to a share  in the profit,unless according to the decision of the assembly on the use of the profit reached according to the law or to the statute , the profit is excluded form distribution to the shareholders.

            2.         The share of the shareholders in the dividend shall be determined in proportion to the payments made.Should the payment for the shares not be effected in the same proportion,the calculation shall be carried out for the time that had passed since the payment.

            3.         The participation in the dividend     shall be carried out in proportion with the payments made.  Shoudl the payment for the shares not be made in the same proposition,  the calculation shall be carried out for the time passed form the date the payment has been effected.

            4.         The statute may provide for the profit not to be distributed to the shareholders i.e. to the shareholders possessing certain type of shares,but to be used for another purpose prescribed in it

 

The obligation of the shareholder to pay back

to the company what he had accepted

contrary to the law

 

Art. 288

 

            1.         Should the shareholder be aware that he had accepted something in opposition to this law,i.e. to the provisions of the statute,he shall have to pay it back and compensate the damage done to the to the joint-stock company .

            2.         The shareholder shall not be obliged to pay back what he had accepted in good faith as share in the annual profit according to the accurately prepared balance of success,adopted by the assembly of the company.

            3.         The claim for forbidden acceptance against the shareholder shall expire in five years form the day of acceptance and in ten years in case the shareholder had been aware that the acceptance had been forbidden.

 

Entry of the shares issued to a name in the book of shares

 

Art. 289

 

            1.         The shares issued to a name shall be entered in the book of shares of the joint-stock company.Also the name and surname,the place of residence,the citizenship and the occupation of the shareholder i.e. the trade name and the seat shall be entered into the book of shares.

            2.         Every person entered in the book of shares shall be considered to be a shareholder.

            3.         Should the company express doubt that some person had been entered into the book of shares ungroundlessly,it may erase him only upon an information sent to him setting a term  for objection.Should he object within the set term ,the erasure shall be postponed to the moment the decision becomes final.

            4.         To a request of each shareholder,access to the book of shares shall be allowed.

 

Transfer of shares by endorsement

 

Art. 290

 

            1.         The shares issued to a name may be transferred by endorsement.To the form of the endorsement and proving of the ownership of the share the provisions of the law shall be applied.

            2.         The statute may condition the transfer of the share upon the company consent.The consent shall be given by the managing organ,unless otherwise provided by the statute. The statute may set the terms under which the consent shall be given,i.e. the reasons for which the consent is not given.

            3.         The transfer of a share issued to another name shall be registered with the company.

 

Registering the transfer or the changes in the book of shares

 

Art. 291

 

            1.         The joint-stock company shall register the transfer or the changes in the book of shares.

            2.         The company shall check up the regularity of the order of endorsements and the statements of leaving.

            3.         The company shall not check the signatures.

            4.         Provisions of this article shall also be applied to the temporary shares.

             

Agreement on entrusting all shares or certain rights

arising form the shares to one or several representatives

 

Art. 292

 

            1.         The shareholders may conclude a mutual agreement according to which for a definite period of time the exercising of all or of some rights arising form their rights shall be entrusted to one or more representatives. The agreement shall be concluded in writing and be verified by the competent court.

            2.         Should the agreement provide extension of the agreement,each party of it may cancel its participation six months prior to the expiry of the term.Separate extension of the agreement may not exceed five years.

            3.         The agent must inform the agreement parties about his work at least once in six months.The agreement may set a shorter term.

            4.         Each party of the agreement may, without a period of notice,leave should any party or agent violate an important provision of the agreement.

                                       

Acquiring one’s own shares

 

Art. 293