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Up until the adoption of the Laws on Property Rights in Republika Srpska (in 2008) and in the Federation of Bosnia & Herzegovina (in 2013), the only legal basis to obtain a construction permit and erect a lawful building was to first acquire ownership over the land on which the building is to be constructed, usually through a purchase agreement, as, according to the provisions of the applicable Laws of Physical Planning, as well as the general legal framework of Bosnia and Herzegovina, an investor must obtain construction rights over real property to obtain a construction permit for that property.

Indirect Taxation Authority of Bosnia and Herzegovina (“ITA”) conducts, among other, the registration of the taxpayers for Value Added Tax (“VAT”) purposes in Bosnia and Herzegovina. Pursuant to the applicable Value Added Tax Act of Bosnia and Herzegovina, there are two types of registration: (i) obligatory – in case the turnover in previous year exceeds or is likely to exceed the amount of BAM 50,000 and (ii) voluntary.

On December 15, 2020 CEELM gathered legal experts from across the region for its annual Year-in-Review Round Table conversation. In a wide-ranging discussion, participants shared opinions and perspectives on their markets, on strong (and less-strong) practices across the region, and the effect of the COVID-19 crisis on both, as well as on how technology is changing the legal industry, and what the industry will look like in 2021.

Squeeze-out of minority shareholders is an important concept for joint stock companies in Bosnia and Herzegovina (BiH). In the previous socialist system, many then-state-owned joint stock companies issued employee stocks as a form of partial privatization, leading to some companies having hundreds of minority shareholders with miniscule amounts of shares. This complicated the management of these companies, as majority ownership changed from state to private, since many small shareholders are unreachable, as they may be deceased or have relocated with unknown addresses. This situation often makes squeeze-outs essential for majority shareholders in order to efficiently manage these companies.

Under Bosnia and Herzegovina law, a pledge can be granted solely to a creditor of a claim. This hampers the creation of effective security for securing syndicated facilities (e.g.,  loans provided to debtor by more than one lender). In practice, this is solved by creating a “parallel debt structure” and appointing a security agent who holds pledges in favor of all lenders. Despite its broad use, this structure has not been tested before local courts. Thus, questions about its validity remain unsettled.

Bosnia and Herzegovina Knowledge Partner

Maric & Co Law Firm stands on the shoulders of more than 70 years of experience and practice in the legal market of Bosnia and Herzegovina. Having in mind that it is difficult to find a small country with such a complicated political and legal system, we are fully aware that quality advice requires deep understanding of different areas of law. In a country where legislation is created on state, entity and cantonal levels, without proper harmonization, and where the same regulation can be applied differently by two different courts, only domestic lawyers who are well-versed in local regulations and court practices, and who are highly specialized in their practice area, may actually help their client.

With this understanding, today, the firm Maric and Co is the largest law office in the country dealing exclusively with business law. This means that we provide wide expertise in resolving all issues that domestic and international investors encounter when setting up and operating businesses in Bosnia and Herzegovina. The scope of the office allows each of our attorneys to highly specialize in their fields, whilst the size of our team ensures delivery of premium advice and seamless service. Our firm seeks long-term partnerships with clients with the aim of providing the best and most complete solution to the client's legal needs. We are proud to say that our clients do not leave us.

We apply the same principles to our international affairs, aware of the fact that no foreign lawyer can have the same understanding of legal regulations of a country as a domestic lawyer. Therefore, our philosophy is not to open branches in countries where our clients do business, but to closely connect with top tier lawyers in those countries. Our law firm is one of the founding members of SEE Legal – a group of ten leading national law firms from 12 South East European countries. This network enables us to provide the best advice and representation in these countries. Additionally, as a result of our strong relationship with the majority of global law firms, we are able to provide law services anywhere in the world.

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