Prethodno priopćenje
https://doi.org/10.22598/iele.2022.9.2.5
TO BE OR NOT BE... DIRECTOR IN CROATIA
Tina Jakupak
; Commercial Court in Zagreb, Zagreb, Croatia
Željka Bregeš
; Commercial Court in Zagreb, Zagreb, Croatia
Sažetak
According to the 2019 Directive on Digital Tools and Processes in Company Law (referred to here as ‘the Digitalization Directive’), Member States are required until August 2023 to lay down a set of rules defining what kind of persons are not legally allowed to be directors of companies (e. g. those with a criminal background). Building their paper around long-standing critics of the EU company law regime and the transposition rules thereof, the authors present legal provisions of Croatian company law where special regard is paid to the ‘disqualified directors’ and the recipes for how to deal with these new challenges imposed by the Digitalization Directive. One of the positive aspects of the Digitalization Directive is that it requires Member States to clearly state the reasons why persons are not allowed to be company directors and that a list of these disqualified directors must be maintained. Company directors risk losing their rights of setting up or representing a company if they fail to meet their legal responsibilities. Although practically all Member States have at least one reason for disqualification, in practice there is wide variation in the reasons and in whether or not a list is kept. Given the scope and aim of the Digitalization Directive, the paper seeks to find out whether and to what extent the term ‘disqualified directors’ would and should be introduced into Croatian law. The paper argues that the EU regime allows the introduction of the ‘disqualified directors’ test into Croatian law. Alongside examining legal sources and literature, the authors pursue their research by systematically analyzing rules on ‘disqualified directors’ under the Digitalization Directive and Croatian Companies Act. After the introduction, the second part of the paper considers the concept of disqualified directors and provides an overview of other Member States. The paper gives a background picture of why the Digitalization Directive proposed certain actions, inherent problems inherent, and what major critiques have been brought forward in the meantime regarding ‘disqualified directors’. The third part analyses the Croatian legal regime, aiming at revisiting it in the light of the ‘transposition test’. The fourth part summarizes and concludes.
Ključne riječi
Disqualified directors; Digitalization Directive; Croatian Companies Act
Hrčak ID:
293337
URI
Datum izdavanja:
31.1.2023.
Posjeta: 473 *