Commercial and Labour Law: Company Forms and Employment Protections
Commercial law
Commercial law questions rest on the Law on Companies and the Law on Contracts and Torts as applied to commerce. Know the forms: preduzetnik (sole trader), ortacko drustvo (general partnership), komanditno drustvo (limited partnership), drustvo sa ogranicenom odgovornoscu (LLC), and akcionarsko drustvo (joint-stock company). Understand liability: general partners are jointly and severally liable with personal assets; LLC members are liable only up to their contribution. Know the minimum capital thresholds and the rules on company organs (assembly, director, supervisory board).
Labour law
The Law on Labour governs employment contracts, working time, rest periods, annual leave, and termination. Candidates must distinguish otkaz (dismissal) grounds: fault-based, incapacity, and redundancy (tehnoloski visak). Know the mandatory severance formula and the 30-day notice rule where applicable. Understand the protection of special categories: pregnant women, persons with disability, union representatives.
Traps
Common traps: (1) confusing the LLC's minimum capital (100 dinars under recent amendments) with the joint-stock company's; (2) assuming a director is always an employee - the director may hold office without employment; (3) misapplying the notice period for redundancy versus disciplinary dismissal; (4) overlooking that a collective agreement can improve but not reduce statutory rights.
Worked example
An LLC director is removed by the assembly. Is this a dismissal? No - removal from office is a corporate act, distinct from termination of an employment contract, which requires a separate legal basis under labour law.
Rule of thumb
For any labour question, first identify the legal basis for termination (fault, incapacity, redundancy), then check the mandatory procedure and notice, then check whether a special protection applies. For commercial questions, check the company form's liability rules before analysing the transaction.