Corporate Law: Legal Support for Your Business Operations
Starting and running a company comes with numerous legal challenges. Corporate law covers every legal aspect of a company’s operations – from company formation to complex mergers and acquisitions (M&A). In today's competitive business environment, every company needs legal certainty and regulatory compliance to thrive without issues.
Expert legal support in business helps to avoid costly litigations and unnecessary risks. An experienced corporate attorney can ensure that your business decisions are in accordance with the law, giving you peace of mind and the ability to focus on growing your business. Prnjavorac Law Office offers comprehensive services in the field of corporate (business) law, tailored to the needs of your business – from company formation and registration, through contract preparation and business consulting, to representation in disputes.
Below we highlight the main legal services that our office provides within the framework of corporate law, along with useful information and advice for companies seeking legal certainty in their business:
Due Diligence
When making major investments or acquisitions, full information is paramount. Due diligence (in-depth legal analysis of business) is a detailed examination of the legal and financial status of a company before its acquisition or merger. The goal of due diligence is to uncover all the facts and potential risks that could affect an investor's or buyer's decision.
Our lawyers conduct a thorough due diligence review of the target company's documentation and operations: we check the ownership structure, existing contracts and obligations, active lawsuits or threats of lawsuits, the state of assets and debts, compliance with labor, tax and other regulations, as well as other relevant legal aspects. After the analysis, we present you with a report with findings and recommendations. This transparency allows you to negotiate better terms of sale or, if serious problems are discovered, to timely withdraw from a harmful transaction. In short, a well-conducted due diligence protects your interests and prevents unpleasant surprises in future business.
Company Formation/ Establishment and Registration
Starting a new company is an exciting, but also complex process from a legal point of view. Before your company starts operating, it is necessary to choose the appropriate legal form (e.g. limited liability company – LLC (Bosnian d.o.o.), joint-stock company - d.d., etc.) and prepare all the necessary documentation.
To successfully establish and register a company, several key steps need to be completed:
- Choosing a legal form: Professional advice helps you choose whether your company will be a d.o.o., d.d. or another appropriate form, depending on the size of the business and a founder's plans.
- Drafting the acts of establishment: Preparing the establishment agreement or decision on establishment, statute and other acts that define the ownership structure, activities and management of a company.
- Registration with competent authorities: Submitting an application for entry of your company in the court register (registration of a business company), and obtaining identification numbers (JIB, VAT number) and appropriate work permits.
- Starting/commencing business operations: Opening bank accounts, registering employees and fulfilling other requirements for starting work in accordance with the law.
Our legal team guides you through each of these steps of starting a company, ensuring that everything is done correctly and efficiently. This avoids potential mistakes that could hinder your business or lead to legal problems later.
Status Changes and Reorganizations
Over time, a company may grow, merge with another, or change its structure. Status changes include actions such as merging two companies into one, dividing one company into multiple entities, changing the registered office (address of registered business operations), changing the name or legal form of the company, and similar reorganizations. Each of these changes requires careful planning and implementation in accordance with the law, which an attorney for corporate law can help you with.
For example, in the case of a merger, it is necessary to conclude a merger agreement, to harmonize property rights and liabilities, and to comply with all legal steps. When dividing a company, a detailed division plan is drawn up that determines how assets and liabilities are distributed to the new companies. Even a relatively simple change of seat requires the submission of appropriate applications and changes in the court registry.
Our law firm provides complete support during these status changes – from advising on the best way to reorganize, through drafting all necessary decisions and contracts, to communicating with the court registry and other institutions. This ensures that your company implements the changes legally and properly, with minimal risk of legal complications.
Founders’ Agreements
When several people or companies jointly establish a new company, it is crucial that their relationship is clearly regulated from the very beginning. A founders’ agreement (also known as a founding or inter-owners’ agreement) defines the rights and obligations of each founder, ownership shares, decision-making methods, profit distribution, as well as the procedure in case one of the partners wants to leave the company or sell their share.
Such an agreement serves as the foundation for a stable business relationship between the partners. Without clearly defined rules, disputes over the management of the company or strategic decisions can arise later. Our team of lawyers prepares detailed founders’ agreements tailored to the specific arrangements of your business venture. We also advise you on all key clauses – from the protection of minority shareholders’ rights to mechanisms for resolving potential disagreements – so that you have a complete picture and security from the very beginning. A well-written founding agreement is an investment in peaceful relations between the partners and the long-term success of the company.
Ongoing Business Advisory and Corporate Governance
Successful management of a company is not only about making business decisions, but also ensuring that those decisions are legally correct. Legal advice for business involves continuous support from attorneys in all segments of your business – from interpreting new laws and regulations that may affect your business, through advice on how to align internal acts and procedures with legal obligations, to consultations in crisis situations.
Corporate governance refers to the system through which a company is managed and controlled. Well-established corporate mechanisms (e.g., rulebooks, boards, management structure) reduce the risk of irregularities and abuse. Our office advises your management and owners on how to establish effective corporate governance frameworks, in accordance with domestic legislation and international standards. Through this legal monitoring of business, we also provide business advice from a legal perspective – we help you make strategic decisions with full awareness of the legal consequences and obligations. The goal is to prevent problems before they arise and enable you to run your company safely, knowing that you are operating in accordance with all regulations.
Contract Drafting and Review/Analysis
Day-to-day business operations is unthinkable without various contracts – with clients, suppliers, employees and business partners. Every contract/agreement your company concludes should be clearly written, legally valid and maximally protect your interests. A poorly formulated or imprecise contract can lead to misunderstandings or even financial losses.
Our team deals with the detailed preparation and analysis of all types of business contracts. Whether it is a simple purchase-sale agreement, a complex partnership agreement, a confidentiality agreement (NDA) or an agreement with a member of management, we will carefully consider each clause. We identify potential risks, advise where protective provisions should be added (such as penalties for non-fulfillment of obligations or clear termination conditions), and ensure that each agreement complies with applicable regulations. This way, your company can conclude deals with confidence, knowing that the contracts/agreements are strong and unambiguous.
Mergers & Acquisitions (M&A)
Buying and selling companies, or the process of Mergers and Acquisitions (M&A), is one of the most demanding business operations. Whether you are selling your company, taking over a competitor’s company, or merging to expand your business, every step must be carefully planned and covered by quality legal documents.
Our legal team is experienced in managing M&A transactions from start to finish. We provide support in:
- initial negotiations and drafting of Term Sheet agreements (memorandums of understanding) between the parties,
- assessment of the best legal structure of a transaction (whether it is more appropriate to purchase shares/stocks or assets of the target company),
- detailed drafting of purchase and sale agreements, takeover agreements and supporting documentation,
- obtaining necessary regulatory approvals (for example, approvals from the Competition Council for the Protection of Market Competition, if applicable),
- closing the transaction and post-transaction integration.
Through each of these steps, we protect your interests, anticipate potential problems and negotiate favorable terms. With expert legal support, even the most complex M&A processes become safer and more certain for all involved parties.
Representation before Courts and Administrative Bodies
Even with good prevention, sometimes situations arise that lead to litigation or proceedings before state authorities. In such moments, it is important to have a reliable legal representative. Our law firm represents companies in all types of commercial disputes before the courts – whether it is about the collection of receivables, disagreements between partners, disputes arising from contractual relations or claims for compensation for damage. An experienced attorney-at-law knows how to present the facts and legal arguments in the best light in order to protect the interests of your company.
In addition, we represent clients before administrative authorities and regulatory bodies. This may include proceedings before inspectorates, agencies, tax authorities or other state institutions that supervise business operations. Whether you need to obtain a certain permit, defend yourself in a misdemeanor proceeding or challenge the decision of an authority, we provide you with full support. Our goal is to ensure that your rights are adequately represented and protected in each such proceeding, thereby preserving the reputation and continuity of your company's business operations.
Ensure Legal Certainty for Your Business Operations
Corporate law is the foundation of legal certainty for any successful business – it allows you to operate safely, in compliance with the law and focused on growth. Whether you have just founded a startup or are running an established corporation, having a legal advisor by your side means having a reliable support in all legal matters. Our mission is to provide legal support for companies in Bosnia and Herzegovina so that you can focus on what you do best – running and developing your business.
Contact us today so that we could discuss about your needs and provide specific assistance. With a professional and accessible team at your side, you can confidently make business decisions knowing that every step is legally covered. Let us take care of the legal details, while you continue to build your company's success with the full support of experienced corporate attorneys.
