• The compulsory liquidation procedure can be initiated exclusively for the reasons prescribed by the Company Law.
  • The compulsory liquidation procedure is initiated and managed by the Serbian Business Registers Agency – The Register of Companies (hereinafter: SBRA).
  • The reasons for initiating the compulsory liquidation procedure can be removable or irremovable.
  • Removable reasons include the situation when the company is left without the legal representative (hereinafter: director) and does not register a new one within 3 months from the date of deletion of the previous director from the SBRA.
  • SBRA publishes a notice that the reasons for compulsory liquidation have been acquired because the company is left without a director, and calls on it to remove the stated reason within 90 days from the date of notice publicaion and register the change of data in SBRA in accordance with the Company Law.
  • If the company doesn’t eliminate the reason for compulsory liquidation within the specified period, the SBRA ex officio issues a decision on the initiation of the compulsory liquidation procedure and transfers the company to the status of “in compulsory liquidation” (hereinafter: Decision).
  • The company may disprove the Decision by appeal, it made the decision on the appointment of the new director, but didn’t registered such change.
  • The appeal is submitted through the SBRA, to the second-level authority – the Minister of Economy, within 15 days from the date of Decision reception.
  • When deciding on an appeal, the second-level authority can annul the Decision and order the SBRA to return the status of the company to “active” and set a deadline for submitting the registration application for the change of the director, all if it concluded that the company has demostrated its intention to eliminate the reason for compulsory liquidation.

Therefore, from the specific situation, we conclude that there is a possibility of annuling the Decision if, by the time of its adoption, the decision on the appointment of the new director has been made, but such change has not been registered in the SBRA.

This text refers exclusively to the described situation and does not represent legal advice, but rather the opinion of the author.