The National Assembly of the Republic of Srpska adopted Amendments to the Law on Enterprises. The most notable changes are as follows:
- The selling price of shares can be lower than their nominal value (issue of new shares): If the selling price of shares is greater than their nominal value, the difference will represent the share premium. If the selling price of shares is lower than their nominal value, the difference will represent the share discount.
- Increase of share capital by conversion of tax liabilities into shares: The share capital of a joint stock company can be increased by the conversion of tax liabilities into shares (up to one third of the share capital) in accordance with a special law which regulates the settlement of tax debt.
- Shareholders’ rights to dissent and redemption of shares by the joint stock company: The shareholder can request the redemption of shares from the issuer if the shareholder voted against a decision or refrains from voting in the following cases: change of statute which diminishes their rights prescribed by the statute or law, change of legal form or duration of the company, transition from an open-end to a closed-end joint stock company, decision to acquire property of great value, change of shareholders’ rights (defined by the statute), withdrawal of one or several classes of shares from the market.
The right to the redemption of shares is also granted to a shareholder who was not present at the shareholder meeting if the shareholder applies for redemption within the defined deadline.
If the shareholder wishes to apply for the redemption of shares, the request can be submitted either at the shareholder meeting (to the chairman or a person who was authorised by the chairman) or within 15 days from the conclusion of the shareholder meeting.
The issuer is obliged to pay the shareholder within 60 days the value of shares which can be equal to the highest value of the following three values: nominal value of the share, market value of the share or the estimated value of the share.
In certain cases the shareholder can also file a complaint with the competent court and demand payment of the full value of shares.
Impact on investors: The selling price can be lower than the nominal value of shares; possible conversion of tax liabilities into shares of joint stock company, shareholders’ rights to disagree with decisions adopted at the shareholder meeting and request redemption of shares from the joint stock company.