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Company Law and Corporate Governance in the Enlarged Europe. Prof . dr. sc. Hana Horak. I. Legal history, foreign inspirations and recent development in Croatian company law. Croatian legislation took over German company law in its entirety. There are only a few contents that were changed :.
Prof. dr. sc. Hana Horak
I. Structure of company law and its legal environment
1. A merchant is a legal or natural person.
2. A merchant must perform an economic activity independently, in his name and for his account.
3. A merchant must perform an activity continuously.
4. A merchant must be engaged in an economic activity.
5. This activity must be carried out with the aim of making profit.
6. The economic activity and the making of profit may result from production, trade in goods or provision of services on the market
1. name, surname and personal identification number of a citizen and residence, that is, firm name and seat of each member of the company who was the founder of the company at the moment of its establishment
2. firm name
3. company seat
4. subject of business activities
5. contribution that members of the company are obliged to make in order to achieve the company’s goal
a) at least two persons are joined
b) its goal is strictly prescribed by the Act and is different from all other companies
c) the basis is the agreement
d) it is a legal person and a company
e) members are liable for the groupings' obligations
The share capital is divided into shares and it must be made out to nominal amounts expressed in HRK.
-The lowest amount of share capital of a joint stock company is HRK 200.000,00
Each share gives the right to vote at the general meeting of the company.
*only preferred shares may be issued without the right to vote
-the conditions for the initiation of bankruptcy proceedings
-legal consequences of its initiation and implementation
-the bankruptcy plan
– increase in capital
-by issuing new shares
- the capital contribution amounts have been fully paid
- the price of the capital contribution is paid by the assets exceeding the share capital of the company
- provided the company is able to set up the reserves for acquiring its business shares, pursuant to law, without reducing the company’s share capital or reserves it is obliged to maintain pursuant to the company agreement, and which may not be used for payments to company members.
a) returning basic shares to company members;
b) through the reduction of par value of those shares;
c) through complete or partial exemption of company members or their legal predecessors from their commitment to full payment of their capital contributions
Reasons for dissolution of the company: