Corporate and Commercial Law

Company Formation

The choice of legal form, governance structure, and relationships between founders have a significant impact on the company’s future operations. Company formation should therefore not be regarded merely as a registration procedure, but as the establishment of a legal framework for decision-making, management of assets, and allocation of responsibilities.

Our services include:

• advising on the selection of the appropriate legal form;
• incorporation of limited liability companies and other forms of business entities;
• preparation of incorporation documents, articles of association, and other required documentation;
• regulation of the mutual rights and obligations of founders;
• defining the powers of directors and other corporate bodies;
• registration of companies with the competent registration court;
• establishment and registration of branches and other business units;
• support for foreign founders establishing business operations in the Republic of Srpska;
• coordination of proceedings before courts, tax authorities, and other competent authorities.

Registration of Corporate Changes

Changes in a company’s ownership, management, or organisational structure produce legal effects vis-à-vis third parties only when they have been duly adopted, documented and, where required by law, entered in the relevant register.

The Law Office prepares the required documentation and conducts proceedings relating to:

• changes to the company name and registered office;
• changes or extensions to registered business activities;
• appointment and removal of directors and other authorised representatives;
• changes to the manner of representation and scope of authority;
• admission of new members to the company;
• transfer and acquisition of ownership interests;
• increases and reductions of share capital;
• registration of branches or other business units;
• changes to information concerning founders and beneficial owners;
• alignment of incorporation documents and other corporate acts with changed circumstances or applicable legislation.

Relationships Between Company Members

Many corporate disputes arise because relationships between founders have not been sufficiently regulated at the outset of the business. Incorporation documents often contain only basic rules, while matters concerning financing, management, and exit from the company remain unresolved.

Legal support includes:

• regulation of members’ governance and property rights;
• preparation of agreements between company members;
• defining voting procedures and decision-making mechanisms;
• regulation of additional contributions and other forms of company financing;
• protection of minority members;
• regulation of pre-emption rights and transfers of ownership interests;
• preparation of mechanisms for resolving decision-making deadlocks;
• regulation of the conditions for withdrawal, exclusion, or exit of a member;
• negotiations and legal support in cases of disputes or deteriorating relations between members;
• representation in disputes arising from company membership.

Corporate Governance

Lawful and effective corporate governance requires a clear allocation of powers between the general meeting, directors, management, and other corporate bodies. The Law Office provides support in organising their work and properly documenting corporate decisions.

Our services include:

• preparation of resolutions of the general meeting and other corporate bodies;
• convening and legal preparation of meetings;
• preparation of agendas, draft resolutions, and minutes;
• legal advice to directors and members of governing bodies;
• determination of the powers and responsibilities of corporate bodies;
• adoption and amendment of articles of association, internal regulations, and other general corporate acts;
• regulation of conflicts of interest and related-party transactions;
• matters concerning the liability of directors and other members of corporate bodies;
• legal review of corporate decisions prior to their implementation or registration;
• alignment of corporate documents with applicable legislation.

Commercial Agreements

A contract should clearly define what each party is required to perform, within what period, under what conditions, and what consequences follow in the event of non-performance. The Law Office drafts and reviews agreements according to the specific business relationship rather than relying on standard templates that may fail to address the particular risks of a transaction.

Legal support includes:

• agreements for the sale of goods and provision of services;
• business and technical cooperation agreements;
• distribution, agency, and intermediary agreements;
• agreements with suppliers and customers;
• commercial lease agreements for premises and equipment;
• works, construction, and other commercial agreements;
• loan agreements and other forms of financing;
• agreements concerning the transfer of ownership interests, assets, or business undertakings;
• confidentiality and non-disclosure agreements;
• general terms and conditions;
• framework agreements for ongoing business cooperation;
• amendments, termination agreements, and settlement agreements.

When drafting or reviewing agreements, particular attention is given to deadlines, liability, security instruments, contractual penalties, limitations of liability, termination provisions, and mechanisms for resolving potential disputes.

Negotiation and Completion of Transactions

Legal support during negotiations helps ensure that a commercial arrangement is properly reflected in contractual documentation and that legal risks are identified before binding obligations are assumed.

The Law Office provides support through:

• structuring the legal framework of the proposed transaction;
• review of letters of intent, offers, and preliminary agreements;
• identification of legal risks and potentially contentious issues;
• participation in negotiations with business partners;
• preparation and negotiation of contractual documentation;
• verification of representatives’ authority and the legal status of the other contracting party;
• defining conditions precedent to completion of the transaction;
• coordination of signing, certification, and registration of documents;
• monitoring the performance of contractual obligations following completion of the transaction.

Legal Due Diligence of Businesses and Transactions

Before making an investment, acquiring an ownership interest, purchasing assets, or entering into a significant business relationship, it is advisable to examine the company’s legal status and identify risks that may affect the value or completion of the proposed transaction.

Legal due diligence may include review of:

• the company’s ownership and management structure;
• incorporation and corporate documents;
• authority to represent the company;
• material commercial agreements;
• assets and security interests;
• receivables and liabilities;
• judicial, enforcement, and administrative proceedings;
• employment relationships;
• required licences, consents, and approvals;
• compliance of business operations with relevant legislation;
• legal risks associated with the proposed transaction.

Following the review, the client receives an overview of identified legal risks together with recommendations for mitigating them or addressing them through appropriate contractual arrangements.

Corporate Reorganisations and Changes of Legal Form

Mergers, acquisitions by merger, divisions, and changes of legal form affect the company’s assets, liabilities, members, employees, and creditors. Such changes therefore require careful planning and coordination of corporate, contractual, and registration procedures.

The Law Office provides support in:

• selecting the appropriate restructuring model;
• preparing restructuring plans and agreements;
• adoption of the necessary resolutions by corporate bodies;
• preparation of reports, notices, and other required documentation;
• protection of the rights of members and creditors;
• transfer of assets, rights, and liabilities;
• alignment of existing agreements with the new corporate structure;
• registration of corporate reorganisations or changes of legal form;
• coordination of related proceedings before other competent authorities.

Recovery of Commercial Receivables

Proper documentation and timely action are crucial to successful debt recovery. Before initiating proceedings, the legal basis of the claim, available evidence, the debtor’s assets, applicable limitation periods, and anticipated costs are assessed.

Our support includes:

• review of agreements, invoices, purchase orders, and other documentation;
• determination of maturity and the legal basis of claims;
• preparation of formal demands prior to initiating legal proceedings;
• negotiations concerning voluntary settlement of outstanding obligations;
• debt acknowledgement and instalment payment agreements;
• establishment of additional security;
• initiation of civil litigation and enforcement proceedings;
• filing of claims in insolvency and liquidation proceedings;
• representation in disputes arising from commercial agreements.

Reorganisation, Liquidation and Cessation of Business

The winding-up of a company requires the orderly termination of business relationships, collection of receivables, settlement of liabilities, and completion of the prescribed proceedings before the competent authorities.

The Law Office provides legal support in connection with:

• voluntary liquidation of companies;
• preparation of resolutions and registration applications;
• appointment and legal status of liquidators;
• notification and satisfaction of creditors;
• completion or termination of existing agreements;
• distribution of remaining assets among members;
• removal of the company from the relevant register;
• assessment of the conditions for initiating insolvency proceedings;
• representation of creditors or debtors in insolvency proceedings;
• business reorganisation aimed at preserving a viable business operation.

Ongoing Legal Support

For companies without an in-house legal department, or those requiring additional specialised legal expertise, the Law Office can provide legal services on an ongoing basis.

Such cooperation may include:

• day-to-day legal advice to management and employees;
• drafting and reviewing agreements;
• preparation of resolutions, internal regulations, and other corporate documents;
• monitoring contractual obligations and deadlines;
• support in negotiations with customers, suppliers, and business partners;
• debt recovery;
• monitoring legislative and regulatory developments relevant to the business;
• coordination of individual judicial and administrative proceedings;
• legal support in the development of new products, services, and business models.

When to Contact Us

You may contact us when establishing a company, admitting a new business partner, transferring an ownership interest, changing a director or governance structure, entering into a significant agreement, reorganising a business, or winding up a company.

Legal support is equally valuable in day-to-day business operations — whether a corporate decision needs to be properly documented, contractual risk assessed, a receivable recovered, or a disagreement resolved before it develops into a formal dispute.