Memoranda and Articles of Association (partnership deeds and by-laws) and the amendment to the Business Corporations Act (No. 993)
As of January 1 this year, so far the most extensive amendment to the Business Corporations Act came into force, which aims to address six years of practical experience with the application of this important act.
Now, business corporations have the time left until January 1, 2022, to check their founding legal articles and actions (memorandum and articles of association, …) and bring their content into line with the provisions of the Business Corporations Act, from which it is not possible to diverge.
By July 01, 2021, it is necessary to enter in the Commercial Register those facts, which have not been previously entered into it, and to file the relevant documents in the collection of documents.
Due to the extensiveness of the amendment, almost no legal entity can avoid these duties, even though it adapted its founding document to the Business Corporations Act after 2013.
The changes imposed by the amendment are really significant. For example, the most important ones include those in the field of:
- Company’s profit distribution rules;
- Legal entities as members of corporate bodies;
- Contracts on performance of the function of a corporate body member;
- Form of the agreement on the transfer of ownership interest in a limited liability company;
- Protests at the General Meeting of Shareholders;
- The binding nature of the directions of the General Meeting to the statutory body;
- Management of joint stock companies;
- Content of the Report on relations among entities.