Project Proposal

COMPANY LAW MODEL

Author and coordinator:: Jelisaveta Vasilić

INTRODUCTION

In legal theory, the enterprise is not treated as a separate subject of law, but as an economic category, so that its legal personality is not recognized. According to the classical concept, the enterprise is the object of commercial law and not a legal personality due to which it cannot be vested with rights and obligations.

Since the enterprise has no legal capacity, it is the holder of title who must enter into legal relations.

The current Yugoslav Enterprise Law does not regulate the issue of the holder of title. Instead, it treats the enterprise as an economic category without legal personality, which gives rise to very serious problems in determining who is vested with rights and obligations and who is the subject of law that can enter into legal relations.

Accordingly, Yugoslav law recognizes legal personality to the enterprise, although there are no holder of title, no subject to enter into legal relations with third parties and no subject vested with rights and obligations. It is clear that this was done because of socially-owned enterprises which still constitute the majority of economic agents, whose assets are disposed of by a small group of people without legal grounds.

Therefore, parallel to the privatization of social property, it is necessary to bring the legal notion of the enterprise into accord with the modern and widely accepted meaning according to which the company is not a form of enterprise, but the holder of title to the enterprise.

PROJECT OBJECTIVE

The immediate objective of this Project is to make a critical survey of Yugoslav commercial law and to determine its compliance, or noncompliance, with generally accepted international standards. This refers especially to the standards dealing with the status of companies, their assets, rights and liabilities, as well as liabilities arising from business operations.

The ultimate objective of this research is to propose the company law model that would not equate the company with the enterprise. Namely, the enterprise is an economic category and not a legal one, while the company is the holder of title to the enterprise that enters into legal relations with third parties.

PROJECT DESCRIPTION

The Project will be implemented in three phases:

First Phase: research into those institutions which do not conform to international legal standards, based on the comparative-law method;

Second Phase: formulation of concrete solutions for the new Yugoslav Company Law;

Third Phase: presentation of the results of the Project to professionals by organizing a round table with participation of domestic and foreign experts, as well as the presentation of the Project to the general public in the country through media and by publishing a special LEX edition.

PROJECT DURATION

The Project will be carried out over a period of 20 months , i.e. Phase I – 8 months, Phase II – 8 months and Phase III – 4 months.

EXPECTED RESULTS

The Project is expected to achieve the following results:

Elaboration of the model of the Company Law in accordance with modern European and world standards, which will be offered to the general public as part of the overall law reform in the context of pre-transition and transition;
Acceleration and facilitation of the work on the privatization of social property and better protection of private property;
Acceleration of the work on all other accompanying laws, such as the law on the company registration procedure, the law on the bankruptcy and winding up of companies, as well as the foreign investment law;
Recognition of the openness and transparency of the legislative process with participation of independent experts as the public remedial factor in that process.

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