A Joint Stock Company/Corporation is a business organization owned by its shareholders, with each shareholder owning a share based on the amount of stock they have purchased.
A Joint Stock Company is a legal person separate and distinct from its shareholders. Shareholder may be natural or legal persons. The Law provides that non-governmental organizations cannot be shareholders in a Joint Stock Company.
Shareholder Assembly
The exclusive competencies of the Shareholder Assembly are:
- Amendment of the Joint Stock Company Statute or the bylaws
- Elect or remove the Director(s)
- Authorize a merger or a major transaction
- Voluntary dissolution of the Joint Stock Company or initiate bankruptcy procedure
- Appoint or dismiss the Joint Stock Company’s independent auditor
- Approve the annual financial statements, which are prepared in compliance with the international financial reporting standards (IFRS)
- Decide on other matters reserved for shareholders as provided by law or in the Statute of the Joint Stock Company, and on matters submitted by the Joint Stock Company’s Board of Directors to the Shareholder Assembly to decide upon.
Board of Directors
The Board of Directors is elected by the shareholders at the Shareholder Assembly for a term of three years. The business activity of a Joint Stock Company is managed by the Board of Director. The Board of Directors shall appoint at least one Managing Director for the company.
Shares
A Joint Stock Company may issue two types of shares, common shares and prefered shares. Each share must have the par value. If a share has a stated par value then the value must be at least 1 euro cents. The common shares cannot be converted into preferred shares or into securities. But, preferred shares can be converted into common shares.
Voting Rights
Each common share or preferred share of any class is entitled to one vote on each matter voted on at the annual Assembly meeting.
Required Capital
The minimum required capital for a Joint Stock Company is:
- € 10.000, or
- the total amount of the par value of all the Shares issued by the Joint Stock Company at the time of its initial registration at KBRA.
Registration of the Joint Stock Company in Kosovo
The Joint Stock Company is established only after the registration of the Statute/Charter approved by the founders with the Memorandum of Incorporation at the KBRA.
To initially register a Joint Stock Company, the authorized representative should submit these documents at the Business Registration Agency:
- The special form prepared by the KBRA
- Identification copy of the owner and of the authorized representative
- The Statute/Charter of the Joint Stock Company containing all the information as required by the law
- Memorandum of Incorporation
- A consent form signed by the authorized representative might be required