Sklep skupščine pri zmanjšanju osnovnega kapitala z umikom pridobljenih lastnih delnic

slovenian

2014

volume 40, issue 5

IUS SOFTWARE d.o.o.
(Obvezni izvod spletne publikacije)

The author deals with assembly resolution on share capital reduction by withdrawal of shares as the corporate law basis for carrying out withdrawal of acquired own shares. The article is focused on formal suppositions which have to be fulfiled in order to pass an assembly resolution and obligatory contents of the latter, namely by regular as well as by simplified form of withdrawal. With reference to the simplified withdrawal a special attention is payed to the analysis of legal suppositions of Article 381(3) of Slovenian Companies Act (ZGD-1). The discussion then addresses the procedure of the assembly resolution registration and therein a question on the scope of the registry court test, i.e. which assumptions must be considered when deciding about the resolution's registration, how does the court act when facing a null resolution and how does it act when facing an impugnative resolution, as well as when does it come to a procedure suspension. Finally, the legal consequences of assembly resolution's annulment or its nullity proclamation are dealt with.

18.01.2017