Pregledni rad
https://doi.org/10.31141/zrpfs.2020.57.136.551
Limited Liability Company in light of the 2019 Corporate Law Amendment
Marko Ivkošić
; Pravni fakultet Sveučilišta u Splitu, Split, Hrvatska
Sažetak
Provisions of limited liability companies are presented and commented on. These provisions were amended by the Novella to the Company Act of 2019. It was passed because of the introduction of solutions from the Directive (EU) 2017/828 of the European Parliament and Council 17 May 2017 to encourage long-term participation of shareholders. (further: Directive 2017/828) in the Croatian legal order. It also significantly interfered in the material regulation of limited liability companies. The provisions were changed on the roles for the taken business shares on control of business share, on simple companies with limited liability and the Act was widened with two completely new sections called: „Creating companies long distance without proxy “and „Dissolving companies using speedy proceedings “. The legal political aim to make the Croatian economy more competitive and more attractive to investors, was attempted to be achieved with easier both creation and dissolution of companies. The idea of simple companies with limited liability is discussed in detail and critically analysed is the widening of the number of founders of that company, and de lege ferenda suggests its dissolution. After presenting the new possibility of founding a company electronically, legal solutions are subject to criticism and the main reason of concern lies in the fact of excluding public notaries from the procedure of creating companies. In this way, not only does it make it impossible for founders to become acquainted with the rights, obligations, and risks they are subjecting themselves to by entering a business venture, it also buries legal security for a possible increase in cybercrime and for circumventing provisions on preventing money-laundering. The possibility of dissolving companies in speedy proceedings and measures to protect creditors is also commented on. In conclusion, a critical analysis is made of certain provisions and institutes of company rights with limited liability and de lege ferenda solutions are suggested which could, in the future, be woven into the new amendments to the Act Draft.
Ključne riječi
simple limited liability company; founding companies from a distance; dissolving companies using speedy procedures; creditor protection
Hrčak ID:
237910
URI
Datum izdavanja:
8.5.2020.
Posjeta: 3.973 *