Official Gazette, Post of Serbia, Srbijašume, Srbijagas, Jugoimport SDPR are just some of the 23 public companies that will change their legal form in the coming period.
Companies will become either a joint-stock company or an LLC – a limited liability company, according to the new draft law adopted by the Government of Serbia, writes N1.
Although the draft law does not specify which public companies are in question, by searching the data in the records of the Agency for Business Registers, portal N1 came up with a list consisting of the following 23 public companies:
Jugoimport – SDPR,
Public utility company Usluga Priboj,
Kopaonik National Park,
Đerdap National Park, Donji Milanovac,
Tara National Park, Bajina Bašta,
PE for the development of mountain tourism Stara planina Knjaževac,
Official Gazette,
Post of Serbia,
Srbijašume,
Public company for shelters Belgrade,
Public company for forest management Srbijašume,
Fruška gora National Park, Sremska Kamenica,
Public Housing Company Prishtina,
JP National Park Šar Planina, Štrpce,
Public water company Srbijavode Belgrade,
JP for underground coal exploitation Resavica,
Srbijagas,
Roads of Serbia,
Ski resorts of Serbia,
Department of Textbooks,
JP Nuclear facilities of Serbia, Vinča,
Public Broadcasting Technology and Connections Belgrade i
PE for the development and improvement of information through electronic media in the Serbian language in the AP Kosovo and Metohija “Mreža-Most” Belgrade.
The state owns 305 companies
A public company will become a capital company.
A capital company is, as stated in the explanation of the law, a company with the legal form of a joint-stock company or a limited liability company in which the Republic of Serbia has the capacity of a member, i.e. a shareholder with more than 50 percent of the company’s basic capital, as well as a company in which the Republic of Serbia has controlling ownership on a different basis.
According to the available data of the electronic records of the Agency for Business Registers, “as of May 9, 2023, the Republic of Serbia has 305 business entities in its portfolio. Of these, 266 are active business entities, of which 22 are in the process of privatization, then two in liquidation and 37 in bankruptcy”.
When it comes to the organizational form of these companies, it is stated that there are a total of 184 limited liability companies, 91 joint stock companies, 23 public companies and seven others.
The new law stipulates that a public company “changes its legal form to a limited liability company or joint stock company”.
“During the change of legal form, the basic capital of a public company is converted into shares, i.e. shares, depending on the form of the company. During the implementation of the change of legal form, the legal subjectivity and business identity of the public company is retained, without liquidation, without cessation of business and without interruption of legal continuity, while retaining its identity in the legal and business sense. The government passes an act on the criteria for choosing the legal form of the capital company into which the public enterprise will be transformed,” the draft law states.
These companies are obliged to submit to the Ministry of Economy a list of immovable property over which they have the right of ownership, i.e. the right of use, “no later than three years from the date of application of this law”.
“The government, at the proposal of the Ministry of Economy, decides on the immovable property on which the capital companies have the right to use, in accordance with the law, and which will be transferred to the ownership of the capital company, after which the capital company will perform the registration of ownership rights,” the draft law states. .
At the proposal of the Ministry, no later than one year from the date of application of this law, the Government will pass the necessary acts to change the legal form of public companies into a joint-stock company or a limited liability company.
Directors to take the exam
The draft law foresees, as stated, “regulation of corporate governance issues in accordance with the best international practice”.
“The draft law foresees that the professional development of the representatives of the Republic of Serbia in the Assembly of capital companies, persons who perform the function of directors of capital companies, persons in the supervisory board of capital companies that are 100 percent owned by the Republic of Serbia, as well as any person who meets the conditions for appointment to the company’s bodies of capital, is carried out according to the Professional Development Program in the field of corporate management adopted by the Minister of Economy, which consists of an educational part for taking the exam, which includes lectures in the field of corporate management and a written exam to check knowledge in the field of corporate management,” states the analysis of the effects of the new of the law.
The deadline for taking the exam will be – one year from the entry into force of the law for existing directors and representatives of the state in the administration, i.e. one year from the date of appointment, if this law has already entered into force.
In order to verify knowledge in the field of corporate management, the exam is organized and conducted by the Serbian Chamber of Commerce, as a trusted job.
Part of the strategy
In the explanation of the proposed law, it is recalled that on June 24, 2021, the Government adopted the Action Plan for the period from 2021 to 2023, for the implementation of the Strategy of State Ownership and Management of Business Entities owned by Serbia for the period from 2021 to 2027. Year, as a public policy document that is adopted in order to implement the goals of the Strategy.
In accordance with the goals, activities and measures defined in the aforementioned documents, the Proposal for a Law on the Management of Companies Owned by the Republic of Serbia was drafted.
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