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Company Law

The Law on Enterprises (Zakon o Preduzecima) generally follows the European tradition of regulating individual entrepreneurs and several company forms. Those are traditionally divided between associations of persons (such as various partnerships), and associations of capital (such as the limited liability company or the joint-stock company, which is for the most part the equivalent of the publicly traded company in the US).
The law provides reasonable guarantees for the access to information of the creditors and shareholders of the enterprise and guarantees, by providing such information publicly through the court registry.
The law also has clear and consistent conflict of interest rules, which prevents employees and board members from participating in competing activities or to using insider information for their own benefit. It is not yet clear whether these principles can be upheld in court.
The registration requirements for companies can and should be simplified in accordance with well-established and emerging international standards. The rules, once adopted, should be uniform throughout the courts and not subject to discretionary change, as corporate counsel currently complain about the existing system.
The registries themselves can also be improved. Filings are based on manual systems using pre-printed forms that must be obtained from printers. Given the manual system in place, the registries are actually fairly efficient, with filings normally taking no more than one month. As a long-term goal, the registries should adopt a system allowing on-line registration.
With privatization and revitalization of the economy, there should be a substantial increase in the number of registrations. It is important to institute changes now in order to avoid backlogs when the workload eventually increases.

(Note: This information was taken from the Company chapter of the 2001 Serbia BizCLIR report.  For more information, please see the report.)

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