Full text of the paper:
Proceedings of the Faculty of Law, Novi Sad
2024, vol. LVIII, br. 2, p.395-417
working language: Serbian
Review paper
udk: 347.724 347.72.031:347.72.037
doi:10.5937/zrpfns58-51844
Author:
Mirjana Radović
University of Belgrade
Faculty of Law in Belgrade
mirjanam@ius.bg.ac.rs
ORCID ID: 0000-0003-1700-6495
Summary:
The paper analyzes the status of a controlling member (shareholder) of a limited liability company or joint-stock company under the 2011 Companies Act, taking into account existing interpretations in domestic legal theory and case law, as well as understandings developed in comparative law. After introductory statements on the importance of determining the status of a controlling member, the second part explains the implicit legal definition of a controlling member. The third part is dedicated to the assumption of the status of a controlling member that applies to a member with the majority of voting rights at the general meeting. Contrary to the prevailing opinion in theory so far, the author advocates accepting the rebuttable nature of this assumption and points to justified reasons for its rebuttal. The fourth part of the paper explores the possibility of a minority member acquiring the status of a controlling member. In this regard, the author specifically addresses the control of a minority member based on the actual majority of votes at the assembly, the combination of different means of control and joint action. At the end of the paper, the basic proposals for the correct interpretation of the legal provisions on determining the status of a controlling member are summarized.
Key words:
Control, Controlling Member, Controlling Shareholder, Limited Liability Company, Joint Stock Company, Law on Companies.