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Step Forward Towards Simplification of the Company Registration Procedure in the Federation of BiH – Parliament of Federation of BiH Adopted the Amendments of the Company Law

Step Forward Towards Simplification of the Company Registration Procedure in the Federation of BiH

Bosnia and Herzegovina
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The Parliament of Federation of BiH adopted the amendments of the Company Law of Federation of BiH and the amendments have been published and entered into force on 23 September 2021. The amendments of the Law are aimed at achieving the goal set in the Reform Agenda of Federation of BiH related to simplification of the procedure for registration of business entities and setting up a one-stop-shop company registration system.

The Government of Federation of BiH prepared and referred to the parliamentary procedure, amendments of a set of laws governing the procedure of registration of business entities, primarily the amendments of the Law on Registration of Business Entities in Federation of BiH which are aimed at enabling the submission of company registration applications electronically and defining a legal framework for setting up a one-stop-shop for registration of business entities in Federation of BiH. With these substantive upcoming amendments of the law governing the company registration procedure in the Federation of BiH, the Parliament of Federation of BiH has adopted the amendments of the Law specifically related to the limited liability companies in order to enable a smoother transition to the envisaged future registration procedure model and to avoid any future collisions between the Law and the future amended Law on registration of business entities.

Main amendments of the Law are aimed at aligning the provisions of the Law with the announced amendments of the Law on registration of business entities and with the relevant regulations governing the areas of electronic documents and electronic signature in the Federation of BiH. These amendments primarily regulate and introduce the possibility of preparing the founding documents, articles of association, documents on the change of shareholders, the expulsion of shareholders as well as company documents related to election and registration of management bodies of companies, to be prepared in the form of an electronic document and signed by shareholders using their electronic signatures.

Other significant amendments are related to the introduction of the possibility of the shareholders of limited liability companies to submit a statement that confirms the compliance with minimal technical requirements for conducting specific business activities, during the registration procedure.

This amendment relieves the companies of the obligation to notify all relevant inspection and administrative bodies on fulfillment of minimal technical requirements after the completion of registration and enables the newly established companies to commence their business activity as soon as the registration procedure is completed, while the competent inspection and other administrative bodies are authorized to subsequently, check the validity of the submitted statement and compliance with prescribed minimal technical requirements during the regular inspection and administrative procedures.

This amendment represents an important step in the process of transformation of the registration procedure and introduction and enabling the use of electronic documents and electronic signatures in the company registration and company management procedure. However, in order to enable full implementation of the adopted amendments and benefit from such amendments, we will need to wait for the adoption of the amendments of other relevant laws, such as the Law on registration of business entities in the Federation of BiH as well as the adoption of the Law on electronic signature in FBiH and amendments of the Law on electronic documents. After a stagnation of reform in this sector in the Federation of BiH, this newly adopted amendment represents a positive development and raises hope that long-expected changes are on the horizon.

The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.

By Amina Djugum, Senior Associate, and Nihad Sijercic, Partner, Independent Attorneys at Law in cooperation with Karanovic & Partners

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