Анали Правног факултета у Београду

Tatjana Jevremovic Petrovi6,

з, PhD

Associate Professor

University of Belgrade, Faculty of Law

Nullity of the company Summary

This paper deals with the nullity of a company. It emphasizes why it is necessary to establish a special restrictive regime with regard to the nullity of a company, and what complementary mechanisms need to be introduced in order to accomplish legal certainty. In this respect the existing regime of die nullity of companies within EU Company Law is examined and different conditions for nullity, including possible consequences are presented.

Different theoretical concepts of the nullity of a company were examined and compared in this paper, in particular nullity of the company’s incorporation, invalidity of the articles of incorporation, as well as registration procedure. Comparative law concepts, including de facto company, societe de fait or fehlerhafte Gesellschaft are also examined in order to define nullity in Serbian Company Law, as well as to resolve some existing concerns and problems in Serbian case law.

Finally, it is underlined that nullity of a company must be regarded within the existing system of control of the incorporation of the company. It is emphasized that, in order to achieve legal certainty, nullity must be the ultimate means of protecting the interests of persons concerned, which is why it is necessary to improve the existing control system of incorporation of companies.

Key words; Nullity. —Articles of incoporation. Incorporation. Registration. Control.

Article history:

Received: 9. 5. 2017. Accepted: 30. 6. 2017.

123

Татјана Јевремовић Петровић (стр. 98-123)