Please be informed that Amendments to Law on Companies, published in the Official Gazette of Republic of Srpska no 82/19, became effective as of 14 October 2019. The most important changes affect Article 435, which prescribe rights of dissenting shareholders, including the price that the company is obliged to pay to the dissenting shareholders for their shares.
The Article prescribe that shareholders who vote against or abstain from voting for decisions from which rights of the dissenting arise (e.g. statutory changes, company legal form changes, disposal of company´s assets, changes in shareholder´s rights granted by the statute and similar ) can request from the company to redeem their shares.
According to the Amendments, the price at which the companies are obliged to redeem the shares is the market price or the estimated value, depending on which value is higher. Previously, the companies were required to pay the highest value between the market price, the estimated value and the booking value.
Furthermore, companies are now exempt from the obligation to redeem the shares if the decisions are adopted due to compliance with international agreements and obligations related to EU stabilization and association process.
Impact on investors: Amendments to the Law on Companies in Republic of Srpska introduced changes that define rights for the dissenting shareholders.