simpler procedures and actions for permit issue, shorter deadlines - - PowerPoint PPT Presentation

AIM OF THE NEW Law on Spatial Planning and Construction

Simplification of procedure of issue of construction approval Approximation of this field to the legislation

• f adjacent countries

and EU legislation

simpler procedures and actions for permit issue, shorter deadlines in permit issue procedure, reduction of number of steps, improvement of procedure and adjustment to modern means of labor and digitalization, introduction of new planning methods, reduction of costs and fees for permits etc.

First instance decision making, when set forth by the Law (Article 50, paragraph 2, and Article 80, paragraph 2), Second instance decision making upon lodged appeals against first instance decision of the responsible body of local self-governance unit, Administrative supervision, Preparation or adoption of regulations governing this field and supervision of their application

OLD LAW ON SPATIAL PLANNING

IN CONSTRUCTION APPROVAL THERE WERE:

Two administrative procedures: Issue of town planning approval Issue of construction approval

Numerous approvals of

utility and other public companies,

Participation of

neighbors in the procedure of issue of town planning approval...

NEW LAW ON SPATIAL PLANNING AND CONSTRUCTION

CONSTRUCTION APPROVAL IS PRECEDED BY (Article 81 of the Law)

Issue of location requirements as an expert technical document setting requirements for design and construction Decision on level of fee for construction land development and rent

Drawback:

Conducting of administrative procedure and participation of neighbors in the procedure

• f issue of construction

approval, i.e. once the investor is in an advanced stage of investment....

NEW LAW ON SPATIAL PLANNING AND

CONSTRUCTION

Benefits: Town planning

approval is abolished, and procedure of issue

• f construction

approval is preceded by obtaining of

LOCATION REQUIREMENTS

SPATIAL PLANNING DOCUMENTS

REPUBLIC

Republic Spatial Development Strategy, Strategy of Spatial Development of Republic Special Purpose Areas, Republic Spatial Plan, Spatial Plan of Republic Special Purpose Areas, Implementing plans for Republic special purpose areas...

LOCAL SELF-GOVERNANCE

UNITS

Joint spatial plan for two or more local self-governance units Spatial plan of a self- governance unit, General plan, Zoning plan, Regulatory plan, Urban construction project, Parcellation plan

LOCATION REQUIREMENTS

Expert technical document setting forth requirements for

design and construction (Article 49 of the Law),

Instruction on Form, Contents and Manner of Issue of

Location Requirements (RS Off. Gazette no. 134/10),

Grounds for preparation of location requirements: zoning

plan, regulatory plan, urban construction project, parcellation plan,

If spatial planning documents have not been passed:

• Based on expert opinion of a legal person authorized to

prepare spatial planning documentation,

• Exceptionally, expert opinion is prepared by a committee

appointed by responsible body of the local self-governance unit

WHAT IS ACHIEVED

One administrative procedure is abolished, no appeal procedure except when request is unacceptable because requested construction is not in accordance with the expert opinion...... Significant savings of time for investors,

Rights of neighbors and other interested parties are not

jeopardized - they are enabled to take part in the procedure of issue of construction approval....

APPROVALS FOR CONSTRUCTION PERMIT

Obtained only when

location requirements are issued based on expert opinion of a legal person authorized to prepare spatial planning documentation, in the absence of an implementing planning document

APPROVAL BY UTILITY AND PUBLIC COMPANIES (ARTICLE 53, PARAGRAPHS 7 AND 8)

If location requirements are issued based on

expert opinion of authorized institution, and approval or opinion by utility or other public companies is not submitted within 15 days from the day of receipt of request, it is considered that there are no particular requirements, and location requirements are issued based on the situation in the field,

A public or utility company IS NOT entitled to set

additional requirements for construction of connections to the infrastructure they manage following the issue of location requirements.

ACCURATENESS

This requires accurateness and timely action by

responsible utility companies, which affords savings in time during the procedure of issue of construction approval.

BENEFITS OF THE NEW LAW

Possibility of construction

• f certain facilities without
• btaining of construction

approvals /facilities are listed in Article 78 of the Law/

Prior to initiation of works

• n such facilities, the

investor must provide location requirements and minutes of facility staking

• ut and pay rent and fee

for land development

BENEFITS OF THE NEW LAW

Construction of individual

housing units and housing and business buildings of gross construction area up to 400m2 – does not require review of technical documentation – the procedure of issue of construction approval is significantly shorter and simpler

BENEFITS OF THE NEW LAW

For the purpose of issue of

construction approval, evidence of resolved property ownership is considered the following:

• Land registry excerpt,
• Contract or decision by

responsible body enabling acquisition of right of ownership

• r right to construction,
• Contract on joint construction

concluded with the owner of land or immovable property

Construction approval may be issued also based on preliminary design (Article 87 of the Law)

For facilities mentioned in Article 50, paragraph 2, investor

may obtain construction approval also based on a preliminary design upon attaching of documentation listed in paragraph 2 of Article 87.

Based on this construction approval, preparatory works

may be carried out as well as other works included in the preliminary design

TOWN PLANNING AND

CONSTRUCTION INSPECTOR IS AUTHORIZED TO:

(Article 107, paragraph 1, items đ, e, ž, z... )

Order demolition of facility or parts thereof, or removal of

completed works and restoration of the original state in investor’s field, if they establish that construction or works have been or are being carried out without construction approval,

Order demolition and removal of completed works and

restoration of the original state in the field, when they establish that the works are being carried out contrary to the issued approval or location requirements,

Order demolition and removal........

ILLEGAL CONSTRUCTION

NO POSSIBILITY FOR

SUBSEQUENT FACILITY LEGALIZATION,

FACILITIES BUILT

BEFORE THE FIRST AERO- PHOTOGRAMMETRIC SURVEY ARE CONSIDERED LEGALLY BUILT

ILLEGAL CONSTRUCTION (ARTICLE 125)

WITHIN THE PRESCRIBED

PERIOD, LOCAL COMMUNITIES MUST ADOPT DECISION ON THE STATUS OF ILLEGALLY BUILT FACILITIES AND ALLOW INVESTORS OF SUCH FACILITIES TO FILE LEGALIZATION REQUESTS

UPON EXPIRATION OF THE

PRESCRIBED PERIOD, THE ILLEGAL BUILDERS MAY NOT LEGALIZE THE ILLEGALLY BUILT FACILITY

SINGLE SPATIAL INFORMATION SYSTEM

COLLECTING, RATIONAL USE AND PROCESSING

OF DATA IMPORTANT FOR SPATIAL PLANNING, DEVELOPMENT, USE AND PROTECTION OF SPACE

SINGLE SPATIAL INFORMATION SYSTEM

SINGLE RECORDS WHICH INCLUDE : Data about the Republic of Srpska spatial planning documents, Data about spatial planning documents of cities and municipalities, Land cadaster excerpts, Satellite images of the territory of the Republic and aero-photogrammetric images, Statistical, cartographical, analytical and planning data

SINGLE SPATIAL INFORMATION SYSTEM

Data about: infrastructure, economic resources, construction land, built and natural heritage, areas at risk (landslides, flood areas), environmental hazard

SINGLE SPATIAL INFORMATION SYSTEM

human resources and institutions in the field of spatial planning

• ther information important for spatial planning of

the Republic and for keeping and maintenance of a single spatial information system

BENEFITS OF THE SINGLE SPATIAL INFORMATION SYSTEM

Simplified procedure Shorter duration Reduced costs

LOCAL SELF-GOVERNANCE UNITS MUST ADOPT: (ARTICLE 121 OF THE LAW)

Spatial plans, within two years from the date of entry into

force of this Law,

Town planning and zoning plans, not later than two years

after the date of adoption of the spatial plan

If they already have valid urban construction plans, within

• ne year from the date of zoning plan for urban area,

Spatial planning documents adopted before entry into

force of this Law shall be applied pending adoption of the new documents, and not later than the expiration of deadlines set forth in Article 121 of the Law

SUBORDINATE LEGISLATION (ARTICLE 124 OF

THE LAW) Instruction on Form, Contents and Manner of Issue of Location Requirements (Official Gazette of the Republic of Srpska

91/10),

Rulebook on Passing of Professional Exam for Persons

Taking Part in Preparation of Spatial Planning Documents, Technical Documentation and Facility Construction (Official

Gazette of the Republic of Srpska 47/11),

Rulebook on Preparation and Passing of Spatial Planning Documents under Shortened Procedure (Official Gazette of the

Republic of Srpska 132/10),

Rulebook on Selection and Work of the Members of

Committee for Issue of Expert Opinion (Official Gazette of the

Republic of Srpska no. 104/10),

Subordinate Legislation

Rulebook on Contents and Control of Technical

Documentation (Official Gazette of the Republic of Srpska no. 8/11), Rulebook on Contents, Manner of Preparation and Passing

• f Spatial Planning Documents,

(Official Gazette of the Republic of Srpska no. 59/11),

Rulebook on Requirements for Planning and Design of

Facilities for Undisturbed Movement of Children and Persons with Reduced Bodily Capacity,

(Official Gazette of the Republic of Srpska no. 44/11),

Subordinate Legislation

Rulebook on Requirements for Issue of Authorization for

Preparation of Spatial Planning Documents, Technical Documentation and Construction, for Natural and Legal Persons,

(Official Gazette of the Republic of Srpska 46/11),

Rulebook on Methodology of Collection of Data for the

Single Spatial Information System,

(Official Gazette of the Republic of Srpska 46/11),

Rulebook on Performance of Technical Review of Facilities

and Issue of Use Approval and Observing of Land and Facilities during their Use,

(Official Gazette of the Republic of Srpska 46/11),

MINISTRY OF FINANCE OF THE REPUBLIC OF SRPSKA

WHITE BOOK 2010/2011 Comments

Law on Securities Market

(RS Official Gazette no: 92/06 and 34/09)

Registration of Transfer of Rights Arising from Securities

Recommendation: Transfers of securities resulting from errors in entering transfer orders in the stock exchange system should be exempted from the mandatory clearing in order to protect investors.

• Article 218 of the Law on Securities Market provides for registration of transfer of securities

based on transactions concluded at the Stock Exchange or another public market.

• Rules of the Banja Luka Stock Exchange regulate changes to concluded transactions as follows:

– Possibility to terminate a stock exchange transaction concluded due to a mistake of one of the Stock Exchange members (Article 167); – Regulation of procedure and deadlines for removal of errors in entering transfer orders in the stock exchange trading systemby Stock Exchange members (Article 168).

• Article 168a of the Rules of the Banja Luka Stock Exchange sets forth that the transactions

concluded through the BLSE trading system shall be submitted to the Central Registry for processing upon expiration of deadline for potential termination of transaction, or upon completion of trading.

• Article 7 of the Rulebook on Settlement, Clearance and Transfer of Securities sets forth the

verification of correctness of data presented in trading report, as well as procedure and deadlines for removal of potential errors of Stock Exchange members and Central Registry due to which a transaction may not be registered with the Central Registry system.

Providing of Brokerage Services

• Recommendation: Harmonize the Republic of Srpska Securities Market Law with the Federation
• f BiH Securities Law. Banks and professional brokers that hold brokerage licenses in BiH, but
• utside the Republic of Srpska, should be able to be issued an approval by the Securities

Commission to provide the same services in the Republic of Srpska in order to implement the principle of reciprocity provided for under both laws, and to enable full control of the Commissions over the work of professional brokers.

• The Ministry of Finance and the Securities Commission shall analyze the above recommendation

by the Foreign Investors Council, in cooperation with the relevant institutions of the FBiH, in

• rder to implement the principle of reciprocity, bearing in mind the interest for existence of a

single economic space in BiH.

Problem of Prospectus Publication

• Problem: In the process of public offer issue, there is a problem in making the general public

aware of the past and future operation of the issuer and plans for the securities issue procedure, which prevents the issuer from quality assessment of public interest in investing in securities subject of the public issue. The issuer may not publish the prospectus before approval by the Commission.

• The Ministry of Finance and the Securities Commission have recognized the problem of

prospectus publication, and proposed, through amendments to the Law on Securities Market which are being currently prepared, a solution to the above problem, identical to the recommendations of the Foreign Investors Council.

• The amendments to Articles 11 and 14 of the Law on Securities Market shall introduce the

term preliminary prospectus which, in case of a public offer, the issuer shall be allowed to publish in order to question the interest of investors in the issue, and the defined elements of a preliminary prospectus.

Inability to Manage Portfolios in other Markets

• Recommendation: Under Article 127, paragraph 7 shall be added, which reads: “A

stockbroker that provides securities portfolio management services shall keep its client’s securities that are traded in markets outside the Republic of Srpska in a custody account – in its own name and for client’s account.”

• The Ministry of Finance has recognized the problem of impossibility to manage portfolios in
• ther markets, and shall analyze the recommendation of the Foreign Investors Council, and

find best possible solutions, through amendments to the Law on Securities Market which are currently being prepared.

Taxes

RS Law on Contributions

(RS Official Gazette no. 31/09 amended version and 1/11)

Law on Profit Tax

(RS Official Gazette no. 91/06)

Law on Income Tax

(RS Official Gazette no. 91/06, 128/06, 120/08, 71/10 and 1/11)

Application of International Agreements for BiH

• BiH Ministry of Finance and Treasury has established the records of agreements
• n avoidanceof double taxation on its internet site.
• RS Ministry of Finance is currently creating the same database on agreements on

its internet site.

• RS MF has adopted amendments to the Rulebook on Application of the Law on

Profit Tax:

– Simplified procedureto proveresidence and taxability of income in resident’s country. – Publication in the RS Official Gazette is under way.

• Amendments are fully harmonized with the agreement reached at the meeting

with the representatives of the Foreign Investors Council (FIC) held at the premises of the RS MF in mid-May this year.

Unclear Legal Provisions on Personal Income Tax and Social Security Contributions

• In accordance with the Law on Contributions (RS Official Gazette no. 31/09

amended version and 1/11), resident is a contribution payer, regardless of the place of income generation (RS, Brcko District, Federation of BiH or another country).

• In order to enable exercise of rights to health protection, an agreement between

entity ministries of health has been signed providing for payment of health insurance contributionbased on the place of residence of taxpayer.

• A similar initiative has been launched also for payment of contribution for

protection from unemployment, where it was agreed at a meeting that entity employment institutes sign an agreement on exercise of rights to protection from unemployment in the way that the payment of the above contribution is made based on the residence of the payer.

Lack of Harmonization between Personal Income Tax Laws in Terms of Tax Exemptions, Level of Personal Deduction and Tax Rates at the Entity and BD Level

• This specific case is related to direct taxes the jurisdiction over which is

responsibility of entities under BiH Constitution, which means that the entities should have certain level of freedom in terms of establishment of a competitive tax system or solution.

• The level of tax rate has been harmonized through the latest amendments to the

Law on Income Tax (10%) (RS Official Gazette no. 91/06, 128/06, 120/08, 71/10 and 1/11).

Unclear Legal Provisions Concerning Taxation of Foreign Nationals Employed in their Homeland and Working in BiH

• Concerning this issue, legal provisions in the Republic of Srpska are clear. Article 5,

paragraph 4 of the Law on Income Tax sets forth that a nonresident of the RS is a taxpayer for income generated in the RS, which means that a foreign natural person enjoys the same rights as a RS resident.

• For a foreign natural person generating income in the RS and paying contributions

in the homeland, those contributions paid to the homeland cannot be acknowledged as expenditures for the purpose of income tax calculation since Article 10a of the Law on Income Tax sets forth that the expenditures when calculating personal income can include only contributions paid in accordance with the Law on Contributions.

• Article 1 of the Law on Contributions sets forth that the Law regulates the system
• f obligatory contributionsin the RS.

Inefficient Forced Collection on Debtors’ Bank Accounts (RS and FBiH)

• RS Ministry of Finance has recognized the problem of inefficient forced collection
• n debtor’s accounts, and initiated the preparation of a draft law on internal

payment operations and a draft law on amendments to the Law on Financial Operations.

• Representatives of the RS Ministry of Finance presented a proposal to improve

forced collection of monetary claims in internal payment operations at the assembly of the Bank Association of BiH, held on 19 November 2010 in BanjaLuka.

Proposals for Improvement

• A business entity is entitled to open the following types of accounts:

– regular operation account, – special purpose account, and – participatingorganizationalunitaccount.

• The following obligations and limitations for a businessentity are set forth:
• may not open a regular operation account or make other payments, in case of

any recorded unpaidobligationsarising from forced collection,

• may have only one regular operationaccount at one bank,
• in case of several regular operation accounts, must identify the “main account”

related to the head office and indicatedon forced collectionorders,

• rganizational unit account and special purpose accounts represent an integral

part of the regular operationaccount.

• Forced collection procedure is executed by the bank in charge of the “main

account”, and actions by business entity shall be set forth decidedly.

Law on Profit Tax (RS Official Gazette no. 91/06)

The Law does not specify unrealized gains/losses, income/expenses, not included in tax base

• Amendments to the Law on Income Tax are not planned during 2011, but the RS MF

shall take into consideration the remark concerning lack of harmonization between Article 6 and Article 14 of the Law, and make a decision concerning that initiative in a foreseeable future.

Depreciation of newly acquired buildings is not possible

• In current amendments to the Rulebook on the Implementation of the Law on Profit

Tax, provision of Article 25 concerning exemption of newly acquired buildings from starting of depreciation has been deleted, and it is specified that calculation of depreciation shall start in the month following the date of putting of property into use.

Uneven practices of taxation of branch offices with head offices in another entity or BD

• Latest amendments to the Rulebook removed the lack of harmonization between

Article 28, paragraph 1, item ž of the Law and Article 60, paragraph 2 of the Rulebook, also by deleting the text “regardless of the place of providing of services“, since the services relate only to those provided in the Republic of Srpska.

• Recommendation to not tax the profit of branch offices with head office outside

the RS is unacceptable for the RS, in particular because the FBiH shall soon introduce the same legal instrument for taxation at the territory where the profit is generated.

• What is acceptable is that the RS MF shall initiate the application of Article 48 of

the Law on Profit Tax, which allows reaching of an agreement at the ministry of finance level concerning filing of a single tax return based on legal person’s head

• ffice, where profit tax shall be paid depending on the share of gross income

generated by the taxpayer at the territory of the other entity or BD.

Fiscal cash register software does not support any rebates or

• ther discounts in retail sales or requires a very complex

tracking of such rebates or discounts, which is quite nonsensical in a computer age

• It is true that there is no possibility to present a rebate in a fiscal invoice, which is

a consequence of simple structure of the fiscal systems in the RS, however a solutionfor the above problem has been found in practice.

• It is possible to set two codes for one product, one for a product sold at regular

price, and another for product sold at a rebate, and to present it in that manner in a fiscal invoice. According to the experiences of the RS Tax Administration, none of such problems has remained unsolved thus far.

MINISTRY OF FINANCE

Trg Republike Srpske 1 78000 Banja Luka Tel: +387 51 339 155 Fax: +387 51 339 645 e-mail: mf.vladars.net www.vladars.net

REPUBLIC OF SRPSKA

MINISTRY OF INDUSTRY, ENERGY AND MINING

LAW ON AMENDMENTS TO THE COMPANY LAW

Ministry of Industry, Energy and Mining

REASONS FOR ADOPTION OF THE NEW LAW

need for better regulation of certain issues, the 2011 Economic Policy provides for adoption of the Law on Amendments to the Company Law, and certain technical errors in the wording of the Law needed to be removed.

Ministry of Industry, Energy and Mining

ISSUES REGULA TED BY THIS LAW

more detailed regulation of the term, manner of establishment, status and registration of branch offices of local of foreign companies; clear differentiation between companies that need notarization and companies that need notarial certification,

• f

the amendments to the founding act, in order to avoid any doubt in practice; limited liability companies and closed joint stock companies are enabled to increase equity both by monetary and contributions in kind (money, things and rights). Also, possibility of debt for equity swap is provided up to one half of the equity, in accordance with a decision of the general meeting

• f the company;

Ministry of Industry, Energy and Mining

ISSUES REGULA TED BY THIS LAW

internal audit shall be performed by a person employed at the company who meets the requirements set forth by a company act. Internal auditor shall not be appointed by the general meeting, rather he/she shall be employed in accordance with the requirements set forth by the act of organization and job systematization; issue of the appointment of audit committee members is regulated in accordance with the requirements set forth by company acts, from among the ranks of independent persons unassociated with the company as set forth by the provisions of the Law; manner of profit distribution by company is specified, regarding coverage of loss carried over from previous years, legal reserves, statutory reserves, if established by company’s founding act, and dividend. Furthermore, the issue

• f

dividend distribution to stockholders is regulated, including a possibility for general meeting to decide that the profit remains undistributed and be carried over to a future period (undistributed profit) or to be used for other purposes (e.g. payments to employees, governing board members and executive directors);

Ministry of Industry, Energy and Mining

ISSUES REGULATED BY THIS LAW

issue of decrease of one type of equity of an open joint stock company and simultaneous increase of another is specified, in the manner that the equity reaches the prescribed minimum amount (50,000); deadline for holding of the annual general meeting is set, and it is set forth that a general meeting must be convened without delay in cases where loss is identified, regardless of the level of loss; possibility is provided to post the invitation to the general meeting

• n

the internet site

• f

the Stock Exchange and/or internet site of the company and/or in

• ne

newspaper, as an exception from sending

• f

invitation to each stockholder;

Additional information: mier@mier.vladars.net

ISSUES REGULATED BY THIS LAW

procedure to exercise the right to vote through a custody bank is set forth, as well as obligations of the custody bank towards client in such case; in cases where the Law requires a qualified majority for a decision to be made on certain issue, the majority required for positive voting is specified as minimum 2/3 of votes of the present stockholders who vote in writing and who own voting stocks for that issue, provided the presence of quorum; certain strict and unreasonable provisions have been deleted, i.e. those that used to set forth the grounds for exclusion of a voting right. The reason is that the protection of minority stockholders is provided through other legal instruments set forth by the Law. Furthermore, instances of blockage of general meeting operation have been encountered in the past. Adjacent countries do not providefor such cases of vote exclusion;

Ministry of Industry, Energy and Mining

ISSUES REGULATED BY THIS LAW

• bligation to have the minutes kept by a notary at general

meetings of open joint stock companies with stocks listed at the official stock exchange market is abolished; Governing board of a company, rather than the general meeting, adopts semi-annual financial statements, because regular general meeting sits once a year; possibility is provided for joint stock companies to have

• ne or more executive directors, appointed from the

ranks of members of the governing board, provided that they comprise less than one half of the governing board. Joint stock company with more than two executive directors must establish executive board;

Ministry of Industry, Energy and Mining

ISSUES REGULA TED BY THIS LAW

in case of a loss, when briefing the general meeting about company operation and its financial standing, the governing board proposes also the measuresfor its coverage;

• bligation to establish audit committee is abolished for open

joint stock companies with stocks listed on the official stock exchange market, although they are allowed to provide such a body by their founding act or articles of association;

• bligation of management to make certain acts available to

stockholders, for the purpose of copying at own expense, is prescribed; obligation of persons accessing such acts is also prescribed;

Ministry of Industry, Energy and Mining

WHA T IS EXPECTED FROM THIS LAW?

Since certain issues have been defined in a more precisemanner by the Law, and in view of the fact that the Law: provides for general meetings of joint stock companies to be convened by posting of invitation on the internet site of the Stock Exchange, which is also the cheapest manner of convening it, and allows the company to advertise its invitation to a general meeting also on its own internet site or in one newspapers; abolishes the obligation to have the minutes kept by a notary at general meetings of open joint stock companies with stocks traded at the official stock exchange market;

Ministry of Industry, Energy and Mining

WHA T IS EXPECTED FROM THIS LAW?

describes audit committee as an

• ptional

body whose members are appointed by company’s general meeting in accordance with the requirements set forth by the company, and clearly defines that the internal auditor, as an obligatory body, is a person employed at the company, in accordance with the requirements set forth by the company, and creates the grounds for a joint stock company to have one or more executive directors, and obligation to establish executive board in case of more than two executive directors, its application in practice should be simpler and lead to costs reduction of companyoperation.

Ministry of Industry, Energy and Mining

THANK YOU!

REPUBLIC OF SRPSKA MINISTRY OF JUSTICE

NIKOLA KOVACEVIC, ADVISOR TO THE MINISTER

REGISTRATION OF BUSINESS ENTITIES

REGISTRATION UNDER THE RULES OF EXTRAJUDICIAL PROCEEDINGS:

FRAMEWORK LAW ON REGISTRATION OF BUSINESS ENTITIES IN

BiH (BiH OFF. GAZETTE, no. 42/04)

LAW ON REGISTRATION OF BUSINESS ENTITIES IN THE RS (RS

• OFF. GAZETTE, no. 42/05)

LAW ON AMENDMENTS TO THE LAW ON REGISTRATION OF

BUSINESS ENTITIES IN THE RS (RS OFF. GAZETTE, no. 118/09)

NECESSARY TO HARMONIZE THE VALID LAW ON REGISTRATION

OF BUSINESS ENTITIES WITH THE LAW ON COMPANIES (minister

• f justice has established a work group)

SOME REGISTRATION PROCEDURE RULES:

• URGENT AND UNIFORM REGISTRATION PROCEDURE THROUGHOUT BOSNIA AND HERZEGOVINA
• EQUAL TREATMENT FOR REGISTRATION OF LOCAL AND FOREIGN, NATURAL AND LEGAL PERSONS
• APPLICATION FOR ENTRY MAY BE SUBMITTED AT ANY COURT IN BOSNIA AND HERZEGOVINA
• ECONOMIC ENTITY REGISTRATION ONE-STOP SHOP, AND THE COURT MUST CHECK, WITHIN THREE DAYS AT

THE LATEST, WHETHER ALL DOCUMENTS REQUIRED FOR REGISTRATION ARE SUBMITTED

• COURT COLLECTS OTHER INFORMATION EX OFFICIO, SUCH AS SINGLE IDENTIFICATION NUMBER, CUSTOMS

NUMBER, ETC.

• COURT IS OBLIGED BY LAW TO COMPLETE A REGISTRATION WITHIN FIVE DAYS FROM THE DAY OF RECEIPT

OF CORRECTLY FILED APPLICATION

• FOUNDING ACTS OF PUBLIC COMPANIES ESTABLISHED BY THE REPUBLIC OF SRPSKA GOVERNMENT AND

LOCAL COMMUNITIES, ARENOTSUBJECTTO NOTARIZATION

• ARTICLES OF ASSOCIATION, BEING A GENERAL ACT, IS NOT ATTACHED TO THE APPLICATION FOR

REGISTRATION, THEREFORE THE NEED FOR NOTARIAL CERTIFICATION OF ARTICLES OF ASSOCIATION IS ABOLISHED

• OBLIGATION OF MINUTES KEEPING BY A NOTARY IS ABOLISHED AT GENERAL MEETINGS OF OPEN JOINT

STOCK COMPANIES WITH STOCKS LISTED ONTHEOFFICIAL STOCK EXCHANGEMARKET

• CHAMBER OF NOTARIES AND JUDGES WORKING ON REGISTRATION OF ECONOMIC ENTITIES HOLD JOINT

MEETINGS IN ORDER TO TAKE STANCES ON THE APPLICATION OF LEGAL REGULATIONS IN THE FIELD OF REGISTRATION OF COMPANIES (LAW ON COMPANIES, LAW ON REGISTRATION OF BUSINESS ENTITIES, LAW ONPUBLIC COMPANIES ETC.)

• NEW SUBORDINATE LEGISLATION ADOPTED BY THE MINISTER OF JUSTICE IN ACCORDANCE WITH THE

AUTHORITY GRANTED UNDER THE LAW ON NOTARIES REDUCES THE PRICES OF NOTARIAL SERVICES FOR PROCESSING OF FOUNDING ACTS OF LIMITED LIABILITYCOMPANIES

• A NOTARY MAY NOT CHARGE ANY COSTS FOR CERTIFICATION OF DOCUMENTS INDICATED AS NOT

NECESSARYALBEITUSED FORPREPARATIONOF A NOTARIZED DOCUMENT

REGISTRATION PROCEDURE EFFICIENCY

• COMMERCIAL

COURTS, BEING THE COURTS OF SPECIAL JURISDICTION, STARTED OPERATIONON 01.05.2010

• 297 UNRESOLVED CASES WERE TAKEN OVER AS OF 01.05.2010, AND 3.027 CASES WERE

RECEIVED DURING 2010, 3.324 CASES WERE PROCESSED, OF WHICH 2.814 HAVE BEEN RESOLVED, AND510 CASES REMAIN UNRESOLVEDAS OF 31.12.2010

• ACCORDING TO STATISTICAL DATA, REGISTRATION WITH COMMERCIAL COURTS LASTS AS

FOLLOWS:

• REGIONAL COMMERCIAL COURT DOBOJ 4 DAYS,
• REGIONAL COMMERCIAL COURT EASTERNSARAJEVO12.20DAYS,
• REGIONAL COMMERCIAL COURT BANJA LUKA 6 DAYS,
• REGIONAL COMMERCIAL COURT BIJELJINA 8.94 DAYS,
• REGIONAL COMMERCIAL COURT TREBINJE 2 DAYS, WHICH MAKES THE AVERAGE FOR THE

REPUBLIC OF SRPSKA OF 6.8 DAYS

• LAW ON FOREIGN DIRECT INVESTMENT POLICY HAS BEEN ADOPTED, AND REGISTRATION

UNDER THAT LAW IS RESPONSIBILITY OF COMPETENT REGISTRATION COURTS UNDER THE SAME RULES AS REGULATED BY THE LAW ON ENTRY OF BUSINESS ENTITIES INTO THE COURT REGISTRY

• A WEB SITE IS BEING ESTABLISHED ON THE INTERNET SITE OF THE REPUBLIC OF SRPSKA

GOVERNMENT IN ORDER TO ENABLE ALL INTERESTED PERSONS TO ACCESS DATA IN ACCORDANCE WITH THE LAW

BANKRUPTCY PROCEEDINGS

• LAW ON BANKRUPTCY PROCEEDINGS ADOPTED IN 2002 (RS OFF. GAZETTE, no. 67/02)
• THE LAW AMENDED FOUR TIMES FOR THE PURPOSE OF EFFICIENCY OF BANKRUPTCY

PROCEEDINGS

• THE LAW PROVIDES FOR BANKRUPTCY PROCEEDINGS TO LAST ONE YEAR AS A RULE, OR TWO

YEARS, DEPENDING ON THE VALUE OF BANKRUPTCY ESTATE, WHICH IS VERY DIFFICULT TO ACHIEVE IN PRACTICE

• THE LAW SHOULD SET FORTH A DEADLINE FOR ADOPTION OF A VALID COURT DECISION,

CONDUCTED IN ACCORDANCE WITH THE DECISION ON BANKRUPTCY PROCEEDINGS

• LEGAL OBLIGATION OF MANDATORY INSURANCE SHOULD BE INTRODUCED FOR RECEIVERS

AGAINST DAMAGE SUFFERED BY THIRD PARTIES

• LEGAL REGULATION IS NECESSARY OF MANNER OF COVERAGE OF COSTS OF BANKRUPTCY

PROCEEDINGS, IF THE PETITIONER OF PROPOSAL FOR INITIATION OF BANKRUPTCY PROCEEDINGS CANNOT PROVIDE THEM

• IT IS NECESSARY TO REGULATE THE ISSUE OF COSTS OF LIQUIDATION PROCEDURE, IF THE

PROCEDURE IS CONDUCTED UNDER THE POWER OF LAW

• THE LAW SHOULD REGULATE THAT THE NAME OF A LEGAL PERSON SUBJECT TO A LIQUIDATION

PROCEDURE, SHOULD INCLUDE THE INDICATION OF “UNDER LIQUIDATION”

• UNDER THE PERFORMANCE AUDIT PROGRAM, THE REPUBLIC OF SRPSKA SUPREME AUDIT

INSTITUTION, RS MINISTRY OF JUSTICE AND COMPETENT REGIONAL COMMERCIAL COURTS SHALL PREPARE AN ANALYSIS OF THE APPLICATION OF THE LAW ON BANKRUPTCY PROCEEDINGS, INCLUDING PROPOSAL MEASURES OF AMENDMENTS TO THE VALID LAW AND OTHER MEASURES AIMED AT HIGHER EFFICIENCY OF BANKRUPTCY PROCEEDINGS

• THE NEW LAW HAS INTRODUCED AUDIT AS AN EXTRAORDINARY LEGAL REMEDY FOR THE

PURPOSE OF STANDARDIZATION OF CASE LAW

• FOR THE PURPOSE OF EFFICIENCY, RS SUPREME COURT IS OBLIGED TO MAKE A DECISION ON

AUDIT WITHIN 30 DAYS

• MEETING OF CREDITORS MAY ESTABLISH ALSO OTHER CONDITIONS FOR THE PROCEDURE OF

SALES OF THE ECONOMIC ENTITY

• RESPONSIBILITY OF COMPANY MANAGERS SHOULD BE STRENGTHENED, IN TERMS OF SUBMITTING

OF PETITION FOR INITIATION OF BANKRUPTCY PROCEEDINGS IN CASE OF ILLIQUIDITY THREATENING THE COMPANY

ENFORCEMENT PROCEDURE

• LAW ON ENFORCEMENT PROCEDURE ADOPTED IN 2003 (RS OFFICIAL GAZETTE, no. 59/03)
• AMENDED SEVERAL TIMES UNTIL PRESENT

SOME ENFORCEMENT PROCEDURE RULES

• COURT MUST ACT URGENTLY
• TAKE CASES IN THE ORDER THEY WERE RECEIVED
• ORDER ENFORCEMENT OVER ASSETS AND OBJECTS LISTED IN THE ENFORCEMENT MOTION
• REGULAR LEGAL REMEDIES ARE OBJECTION AND APPEAL, WHICH DO NOT INTERRUPT THE COURSE OF

THE ENFORCEMENT PROCEDURE

• ENFORCEMENT FOR THE PURPOSE OF SETTLEMENT OF PECUNIARY DEBT MAY BE BASED ALSO ON

AUTHENTIC DOCUMENT, AS DEFINED BY LAW

• THE LAW ON COURTS OF THE REPUBLIC OF SRPSKA, WHICH IS UNDERGOING THE PROCEDURE, PROVIDES

FOR THE RESPONSIBILITY OF A REGIONAL COMMERCIAL COURT TO CONDUCT ENFORCEMENT PROCEDURE UPON VALID DECISION OF A COMMERCIAL COURT

• COMMERCIAL COURTS CONDUCT ENFORCEMENT PROCEDURE IN ACCORDANCE WITH VALID DOCUMENTS

WHERE BOTH PARTIES TO THE PROCEDURE ARE LEGAL PERSONS OR NATURAL PERSONS PERFORMING ECONOMIC OR ANOTHER REGISTERED ACTIVITY, IN THE CAPACITY OF INDEPENDENT ENTREPRENEUR OR ANOTHER CAPACITY, AND WITH EXECUTIVE NOTARIZED DOCUMENTS WHERE BOTH PARTIES TO THE PROCEDURE ARE LEGAL PERSONS

• ENFORCEMENT MAY BE DELAYED IN FULL OR PARTLY ONLY UPON PROPOSAL BY ENFORCEMENT

PETITIONER

• DEFINE MORE CLEARLY THE PROVISION THAT SETS FORTH THAT IMMOVABLE PROPERTY “MAY BE SOLD

WITHOUT SETTING MINIMUM PRICE”

• RESPONSIBLE BODY SHOULD SUBMIT DATA ABOUT MOTOR VEHICLES RECORDS, I.E. WHETHER A PERSON

IS REGISTERED AS OWNER OF A MOTOR VEHICLE AND OTHER DATA ABOUT THE MOTOR VEHICLE

• THE BODY KEEPING RECORDS OF PROPERTY RIGHTS SHOULD SUBMIT DATA, I.E. EXCERPT OF TITLE DEED,

KEPT FOR THE NATURAL PERSON OR LEGAL PERSON

OTHER DOCUMENTS ELIGIBLE FOR EXECUTION

EXECUTIVE DOCUMENT IS A NOTARIZED DOCUMENT IN CASE OF

PECUNIARY DEBTS, REPLACEABLE ITEMS OR AUTHENTIC DOCUMENTS

CONDITION FOR SUCH A DOCUMENT TO BE EXECUTIVE IS EXPLICIT

APPROVAL OF THE DEBTOR

THE PRESENT RULE APPLIES ALSO TO MORTGAGE, IF THE DEBTOR

AGREES

DEBT SECURITY ON MOVABLE PROPERTY REGULATED BY THE FRAMEWORK LAW ON REGISTERED

PLEDGES ON MOVABLE PROPERTY

PLEDGE REGISTRY IS KEPT WITH THE BiH MINISTRY OF JUSTICE PLEDGED ITEM SHALL REMAIN IN THE POSSESSION OF THE

OWNER

THE PLEDGE IS RELATED TO A THING AND OF ACCESSORY

NATURE

FORTHCOMING AMENDMENTS TO THE LAW ON ENFORCEMENT PROCEDURE

• ESTABLISHED WORKING GROUP TO PREPARE AMENDMENTS TO THE VALID LAW ON

ENFORCEMENT PROCEDURE

• THE LAW SHOULD BE HARMONIZED WITH THE GUIDELINES OF THE EUROPEAN

COMMISSION (CEPEJ)

• REQUIRED DEFINITION OF THE TERM ENFORCEMENT TITLE AND REQUIREMENTS FOR ITS

EXECUTION

• DEFINE ACTIONS TO OBTAIN INFORMATION ABOUT DEBTOR’S PROPERTY
• ESTABLISH OBLIGATION FOR EMPLOYERS, PIO FUND AND OTHER ENTITIES TO SUBMIT

DATA ABOUT THE LEVEL OF DEBTOR’S EARNINGS

• HOLD TRANSPARENT PUBLIC SALES OF SEIZED PROPERTY AND ACHIEVE MARKET PRICE
• RESOLVE ALSO OTHER ISSUES REQUIRED FOR MORE EFFICIENT PROCEDURE, SUBMIT DATA

ABOUT OWNERSHIP AND OTHER DATA ABOUT MOTOR VEHICLES

• LAND REGISTRY OFFICES AND CADASTER SHOULD SUBMIT DATA ABOUT OWNERSHIP AND

OTHER PROPERTYRIGHTS ON IMMOVABLE PROPERTY

• RESPONSIBLE BODY SHOULD SUBMIT DATA ABOUT RECORDS OF MOTOR VEHICLES,

I.E. WHETHER A PERSON IS REGISTERED AS OWNER OF A MOTOR VEHICLE AND OTHER DATA ABOUT THE MOTOR VEHICLE

• THE BODY KEEPING RECORDS OF PROPERTY RIGHTS SHOULD SUBMIT DATA, I.E. EXCERPT

FROM TITLE DEED, KEPT FOR THE NATURAL OR LEGAL PERSON

Temporary Residence and Work Permits in the Republic

• f Srpska

REPUBLIC OF SRPSKA G O V E R N M E N T Ministry of Labor and Veterans

Banja Luka, 22 June 2011

Temporary Residence and Work Permits in the Republic of Srpska

• Law on Employment of Foreign Nationals

and Stateless Persons (Republic of Srpska Official Gazette 24/09)

• Law on Movement and Stay of Aliens and

Asylum (BiH Official Gazette 36/08)

• Harmonized with the relevant EU legislation
• The Law regulates the requirements, procedure

and manner of employment of foreign nationals and stateless persons

Temporary Residence and Work Permits in the Republic of Srpska

• Annual quota of work permits for the

Republic of Srpska is set by the Institute, upon approval by the Government of the Republic of Srpska.

• According to the data of the public

institution Employment Institute, 353 work permits have been issued in the Republic

• f Srpska as of 31.05.2011

Temporary Residence and Work Permits in the Republic of Srpska

• The Institute issues a work permit:

– upon request by employer – based on concluded work contract with a foreign national – with validity up to one year – for specific workplace and – for certain type of job for a period three months shorter than the validity period of travel document

• Work permit for work in the Republic of Srpska is

not required by foreign national categories under the conditions as set forth by Article 84 of the Law on Movement and Stay and Asylum (BiH Official Gazette 36/08).

Temporary Residence and Work Permits in the Republic of Srpska

• For foreign investors or founders of a company,

i.e. a company with head office in the Republic

• f Srpska, Institute branch shall issue or extend

the work permit regardless whether the records

• f the unemployed persons include persons that

meet the requirements set forth by the application for issue of the work permit.

• Exemptions from the obligation to provide work

permit: foreign nationals performing voluntary tasks in humanitarian organizations, citizens’ associations or foundations

Temporary Residence and Work Permits in the Republic of Srpska

• The 2011 plan of the National Assembly of the

Republic of Srpska includes adoption of amendments to the Law on Employment of Foreign Nationals and Stateless Persons.

• Amendments are related to exemptions from
• btaining of work permit, and harmonization with

the provisions of Article 84, item v, Article 85, and Article 120, items 3 and 4 of the Law on Movement and Stay of Aliens and Asylum (Official Gazette of Bosnia and Herzegovina 36/08).