Foreign Investments in Serbia LEGAL FRAMEWORK 1 by

Transcript:Foreign Investments in Serbia LEGAL FRAMEWORK 1 by:
Foreign Investments in Serbia LEGAL FRAMEWORK 1 by Vladimir Bojanovic * This presentation does not deal with every topic or cover every aspect of the topics with which it deals. It is not designed to provide legal or other advice. Janković, Popović & Mitić International Law Firm 2 Vladimir Bojanović Attorney at Law, MBA (Cambridge) Membership: Serbian and Belgrade Bar Association admitted Expertise: Commercial Law , Corporate/M&A, Foreign Investments, Privatisations Industry Sectors: Energy & Infrastructure, Telecommunications and Pharmaceuticals Janković, Popović & Mitić International Law Firm FULL SERVICE LAW FIRM Corporate and Commercial M&A Privatizations Competition / Antitrust Banking and Finance / Capital Markets Real Estate / Construction Energy & Infrastructure PPPs/PFIs Dispute Resolution IP Employment & Labour 3 4 Presentation Summary 5 PART 1: General Legal Framework Law on Foreign Investments Law on Free Zones Law on Foreign Exchange Transactions Law on Foreign Trade Transactions Customs Law Privatization Law Law on the Agency for Privatization Share Fund Law Company Law Law on Securities and other Financial Instruments Market Law on Takeover of Joint Stock Companies Law on Registration of Commercial Entities Law on Concessions Insurance Law Bankruptcy Law Law on Games of Chance Energy Law 6 PART 1: General Legal Framework 7 PART 1: General Legal Framework 8 PART 1: General Legal Framework 9 PART 2: Specific Legal Issues 10 Part 2 - Specific Legal Issues: CORPORATE Foreign investor may independently or in association with other foreign or domestic investors: establish a new company (Model A); or purchase stocks or shares in an existing companies (Model B); Foreign investor may establish : 11 LIMITED LIABILITY COMPANY - General In practice, foreign investors usually prefer to incorporate an LLC because of its simple form and fast incorporation. Its advantages include the following: Capital increase may be made without supervision of the SEC Minimum share capital is EUR 500, as opposed to EUR 10,000 for a closed joint stock company Registration is performed in practice in 2-5 days. 12 Part 2 - Specific Legal Issues: CORPORATE LIMITED LIABILITY COMPANY - Registration LLC Registration documents: Filled-in BRA registration form; Founder’s certificate of incorporation (for legal person) or copy of ID/passport (for natural persons); Decision of the founding company on establishing a limited liability company in Serbia with designation of the persons authorized to sign Memorandum of Association (the “MoA”) before the Serbian court; MoA with the notarized signatures of founders (or their authorized