TRANSFER OF SHARES IN A LIMITED LIABILITY COMPANY NM LAW OFFICE

The transfer of shares in a limited liability company is regulated by the provisions of the Law on Companies (“Official Gazette of the RS”, No. 36/2011, 99/2011, 83/2014 – other law, 5/2015, 44/2018, 95 / 2018, 91/2019 and 109/2021) and the provisions of the Law on the Registration Procedure in the Business Registers Agency (“Official Gazette of RS”, No. 99/2011, 83/2014, 31/2019 and 105/2021).

First of all, we note that the transfer of shares is free, unless otherwise provided by law or the founding act.

Members of a limited liability company have the right of pre-emption to purchase a share that is the subject of transfer to a third party, unless this right is excluded by the founding act or law. The transferor of the share is obliged to offer his share to all other members of the company before the transfer of the share to a third party. Such an offer is given in writing and contains all the essential elements of the share transfer agreement, the address to which the member of the company exercising the right of pre-emption sends the offer acceptance, the deadline for concluding and certifying the share transfer agreement, as well as other elements provided by the founding act.
A member of the company who exercises the right of pre-emption is obliged to notify the transferor in writing of the acceptance of the offer in full, within 30 days from the date of receipt of the offer, unless another deadline, but not longer than 90 days from the date of receipt founding act.
If two or more members of the company accept the offer and if no agreement is reached between the transferor and those members on the manner of distribution of the transferred share, the distribution is done by each member who accepted the offer buying a part of the share proportional to his share. shares of all other members of the company who accepted the offer.
The founding act may regulate the procedure regarding the right of pre-emption in a different way.
If no member of the company who has the right of pre-emption does not exercise this right in accordance with the provisions of the Law and the Articles of Association, the transferor may within 90 days from the date of expiry of the deadline for acceptance of the offer they cannot be more favorable than the conditions from the offer submitted to other members of the company, unless otherwise determined by the founding act.

The share is transferred by contract in writing with certified signatures of the transferor and the acquirer, and may be transferred in another way in accordance with the Law. The transferor of shares is jointly and severally liable with the acquirer for liabilities to the company based on its unpaid or unpaid contribution to the share capital of the company, as well as for the obligation of additional payments regarding that share, as of the day of transfer. In case of joining a new member to the company, the contract on joining a new member to the company is concluded in writing with a certified signature of the person joining the company and the person authorized by the decision of the general meeting approving the new member joining the company.
Legal actions taken against or by the transferor before the registration of the transfer of shares in accordance with the law on registration in respect of that share or relationship in the company are considered actions taken against or by the acquirer, unless it is incompatible with the nature of the legal action.
Regarding the nullity of the contract on the transfer of shares, we note that the judgment which determines the nullity of the contract on the transfer of shares has effect on the company and the members of the company.
If on the basis of the contract on transfer of shares whose nullity was determined by a court decision, a change of members of the company was registered in accordance with the law on registration, the competent court shall submit the judgment to the register of business entities for registration , ie their legal successors have the right to submit an application for registration of changes in data on members of the company who were registered on the basis of a void share transfer agreement.

The registration procedure for the transfer of shares is regulated by the provisions of the Law on the Registration Procedure with the Business Registers Agency (“Official Gazette of the RS”, No. 99/2011, 83/2014, 31/2019 and 105/2021).

In order to carry out the procedure of registration of the transfer of shares in the Agency for Business Registers, it is necessary to conclude and certify before the notary public the contract on the transfer of shares between the transferor and the acquirer of shares. The registration application to the Business Registers Agency is submitted together with a certified contract on the transfer of shares, ID card or passport of the acquirer of the share and proof of payment of the APR fee in the amount of 2,800.00 dinars. The transfer of shares to all third parties has effect from the day of the decision on the adoption of the registration application and registration of the change on the website of the Business Registers Agency. The deadline for resolving the Business Registers Agency after the submitted registration application is 3 to 5 working days from the day of submitting the application.