ОДРЕДБЕ О ТРГОВАЧКИМ ДРУШТВИМА У ЗАКОНУ О ПРЕДУЗЕЋИМА
PROVISIONS ON COMPANIES IN THE LAW ON ENTERPRISES

Summary/Abstract: The Law on Enterprises, which entered into force in January of this year, regulates also mixed enterprises, i.e. the ones operating with mixed social and private capital. These enterprises can be established in one of the forms available for companies. The study is limited to the joint- stock companies and limited liability companies. The draftsmen of the Law used as a model the provisions of the Commercial Law of the Kingdom of Yugoslavia of 1937, which never came into force, and which was made under the influence of the 1897. German Commercial Code. This entire complex matter has been reduced to only 51 articles. The defect of this legal text is not only in its incompleteness, but also in a defective remaking of certain provisions which were used as a model. The latter is caused by incomprehension and certain ideological and political stanдрoints which cannot be reconciled with the principles of company law. The criticized provisions concern the establishment and financing of the companies as well as their management structure. This ineludes provisions according to which a company may be established only after the entire nominal capital had been paid up, which is rarely known in the comparative law. The most outstanding defect among the provisions concerning the management structure is in Article 131, according to which the workers’ council is entitled to oppose the most important decisions of the meeting of shareholders and board of directors, including decisions concerning technical-technological and organizational procedures. Possible dispute which cannot be settled amiably is to be submitted to the arbitration committee constituted by the signatories of the collective labor agreement. This provision shall be especially repulsive to potential foreign investors. It is also centrary to the provisions of the Law on Foreign Investments, which proclaim that foreign persons are entitled to take part in the management of enterprises in proportion to their investment. The criticized provisions should be urgently amended, and later on the complete provisions of company law should be enacted, which would be based on the results achieved in theory and practice of the comparative law.

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