A d.o.o./Ltd can be established either by an establishing contract or establishing decision. If the company is to be established by one person, this will be made by the establishing decision. If there are more founders, the company will be established by the establishing contract.
The act of establishment must contain the following:
• Name and address of the founders (for individuals), or the name and seat of the founders (for legal entities);
• Name, seat and activity of the new company;
• Amount of original capital;
• Founders’ rights and obligations (management, distribution of profit, etc.);
• Procedure in case that one of the founders did not deposit his share in the specifi ed period or did not fulfi l any of his obligations;
• Payment of the costs of establishing (by founders or new company);
• Management and representation of the company (it is necessary to nominate the persons authorized to manage and represent the company and also to submit the application with the documentation and complete other actions required for registration of company in the court register);
• Consequences in case of an unsuccessful establishment;
• Special regulations if the company is being established for unspecified duration of time.
* These are only the obligatory elements of the establishment act. The founders can include all regulations considered as necessary and which are in compliance with the laws on companies.