Ништавост оснивања привредног друштва: упоредноправна теорија и право Европске уније
Nullity of the Company

Summary/Abstract: This paper deals with the nullity of a company. It emphasizes why it is necessary to establish a special restrictive regime with regard to the nullity of a company, and what complementary mechanisms need to be introduced in order to accomplish legal certainty. In this respect the existing regime of the nullity of companies within EU Company Law is examined and different conditions for nullity, including possible consequences are presented. Different theoretical concepts of the nullity of a company were examined and compared in this paper, in particular nullity of the company’s incorporation, invalidity of the articles of incorporation, as well as registration procedure. Comparative law concepts, including de facto company, société de fait or fehlerhafte Gesellschаft are also examined in order to define nullity in Serbian Company Law, as well as to resolve some existing concerns and problems in Serbian case law. Finally, it is underlined that nullity of a company must be regarded within the existing system of control of the incorporation of the company. It is emphasized that, in order to achieve legal certainty, nullity must be the ultimate means of protecting the interests of persons concerned, which is why it is necessary to improve the existing control system of incorporation of companies.

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