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May 17 of this year marked the placing of another piece in the puzzle called digitization of state administration in Serbia. More specifically, on that day, the provisions of the Law on the Procedure of Registration in the Business Registers Agency, which provide for mandatory electronic registration of companies, finally entered into force.

Limited liability companies (LLC), joint-stock companies (JSC), limited partnerships (LP) and partnerships (GP) were in the scope of mandatory electronic registration. These changes mean that the previous paper applications are no longer valid, and that they will be replaced by a mandatory electronic application through a special app located on the website of the Business Registers Agency. Frankly speaking, the previous possibility of electronic formation of a limited liability company corresponded with the formation in paper form, which will no longer be the case.

CONDITIONS FOR ELECTRONIC FORMATION OF LLC

Since the process of establishing a limited liability company has completely moved into the so-called digital sphere, it is necessary to fulfill some basic technical conditions in order for the entire process to be successfully completed.

The basic technical prerequisites are:

• possession of a qualified electronic certificate for electronic signature,
• installed electronic card reader and installed  BRA’s Nexu application for electronic signature,
• having a Visa, MasterCard or Dina payment card to pay the fee.

If the previously described technical conditions are met, the first step is the electronic signing or digitization of the incorporation act of the LLC (decision of association/memorandum of association). The latest legal changes made it possible to move the procedure of signing the incorporation act out of the jurisdiction of the notary, which was unthinkable until now. Namely, if the founder of the limited liability company has a qualified electronic certificate, he/she can electronically sign the incorporation act. The incorporation act signed in this way is valid and, with the fulfillment of other conditions, will lead to the formation of the LLC.

On the other hand, if the founder does not have an electronic certificate, the incorporation act must be physically signed at a notary. The incorporation act signed in this way must be digitized either by a notary or by a lawyer. It should be kept in mind that all documents submitted in the procedure of establishing a limited liability company must be digitized, with the exception of proof of the identity of the members of the limited liability company (IDs for domesticresidents/passports for foreigners).

ELECTRONIC FORMATION OF LLC BY A ATTORNEY AT LAW

One of the significant novelties is the granting of special powers to attorneys at law in the process of electronic formation of a limited liability company. Namely, if the founder of the limited liability company grants a special power of attorney to the attorney at law, the latter can completely implement the formation procedure without the presence and participation of the founder. This primarily implies the possibility for the attorney at law to sign the incorporation act with his/her electronic certificate, whereby he/she in a way takes over the role which a notary previously had in this domain. In addition, attorneys at law are given the opportunity to digitize all documents in the process of establishing a limited liability company. Consequently, the lawyer is even authorized to digitize the incorporation act that has been signed and certified by a notary.

In short, through the transfer of these special legal powers, lawyers are enabled to, at the discretion of their clients, fully or partially participate in the process of establishing a limited liability company. A partial role implies that the incorporation act is signed by the client-founder of the LLC, for example, at a notary, while the digitization of the act, as well as the digitization of other necessary documents,is carried out by a lawyer. Finally, the lawyer signs the electronic registration of the LLC.

With the tendency to completely abolish paper correspondence in the process of establishing a limited liability company, the decision of the BRA regarding the submitted electronic application is delivered electronically, to the email specified in the application, in the form of an electronically signed document.

For more information on these, as well as other issues in the domain of commercial law, you can contact a attorney at law.