Limited Liability Company – From the Decision to the start of activity
Start a business, open a company, register a L.L.C…. A thought that became a goal for some, and remained only a dream for others. And while in organized state systems that goal or dream can be within reach – one click away, in FBiH due to legal regulations and the lack of a one-stop shop system, it can act as an impossible mission.
Everything starts with the Founding Act. Pursuant to the Law on Business Companies, a limited liability company (hereinafter: ZPD) is established by a written contract concluded by the founders, whose signatures are certified in accordance with the law. When a limited liability company is founded by only one founder, the founding act is the founding decision.
Article 306 of the ZPD refers to what must be contained in the Founding Act. The founding act of a limited liability company must contain:
a) name and surname and address of residence or company and registered office of the founder;
b) the company, registered office and activity of the company;
c) the amount of the basic capital of the company, the amount of contributions in money, the description and value of the contributions in things and rights, the number and amount of shares of members;
d) rights and obligations of company members;
e) procedure in the case when one of the founders does not pay his contribution by the agreed deadline or does not fulfill another obligation;
f) the amount of establishment costs, that is, the estimated amount of all costs paid by the company;
g) method of settlement of company establishment costs;
h) appointment of persons authorized to conduct business and represent the company and application for registration of the establishment of the company in the register of companies;
i) consequences of failed establishment;
j) a special provision if the company is established for a certain period of time.
What exactly is a company? A company is the name under which a company operates. The name of a limited liability company must contain the designation “L.L.C. . The law prescribes prohibited, possible and additional elements of the company.
The Law on the Registration of Business Entities stipulates that two or more business entities performing the same or similar activity cannot be registered under the same or similar company.
Before submitting an application for entry into the register, the court will enable, at the request of a person interested in the establishment and registration of a business entity, a check of the exclusivity of the selected company, i.e. the company that the business entity intends to apply for registration.
The company may contain the words: “Bosnia and Herzegovina” and its derivatives and abbreviations, as well as the name of the canton, city and municipality and their derivatives and abbreviations only based on the approval of the competent authority.
Therefore, it is not impossible for the company to contain the words “Bosnia and Herzegovina” or the name of a city, but it is necessary to obtain prior approval.
For example, if the founder wants to use the name “Sarajevo” in the name of the company, it is necessary to contact the competent city authority to obtain prior approval. The city body that decides on the request also determines the amount of compensation to be paid for the purpose of using the name.
The firm must be written in the language that is in official use in the Federation, and the translation into a foreign language can only be used together with the firm in the language that is in official use in the Federation.
The firm may contain foreign words that are common or have no corresponding word in the language that is in official use in the Federation.
From all of the above, it can be concluded that the name of the company itself should be chosen or devised according to the prescribed rules in order to prevent the registration process from lasting indefinitely.
