Important changes in the Commercial Law from 01.01.2017
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From the beginning of this year, for the decisions made under Art. 137 para. 1, item 2, 4, item 5, proposal one, and item 7 of the Commercial Code (see below) a protocol with notarization of the signatures and the content, executed at the same time, is drawn up, except if the partnership agreement provides for a written form.
The change was forced due to the numerous thefts of businesses. The good thing is that any company can opt out of the innovations, but then again exposes itself to the risk of theft.
The commercial register offers a service for notification by SMS for every received request for a change in the circumstances of the company, which is a kind of theft insurance even in case of refusal from using the new regime.
This means that if it is not expressly stated in the company’s articles of association that the above-described decisions will be made only in writing, then a protocol with notarization of the signatures and the contents made at the same time will be mandatory for the above-mentioned decisions.
It is good, if you have decided to make changes in the Commercial Register, to save yourself time and the possibility of mistakes, to turn to a specialist.
TC Art. 137. (1) The General Assembly:
1. amends and supplements the partnership agreement;
2. (amended – SG No. 103 of 1993) admits and excludes partners, gives consent for the transfer of a company share to a new member;
3. accepts the annual report and the balance sheet, distributes the profit and decides on its payment;
4. makes decisions to reduce and increase the capital;
5. elects the manager, determines his remuneration and relieves him of responsibility;
6. makes decisions on opening and closing branches and participation in other companies;
7. makes decisions on the acquisition and alienation of real estate and real rights over them;
8. makes decisions on bringing claims of the company against the manager or the controller and appoints a representative to conduct processes against them;
9. decides on additional monetary contributions.
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