KOSOVO Law and Practice Contributed by: Ardian Rexha, Nora Grajcevci Mehmeti and Vjollca Hiseni, Rex Law Partners
An application for amendment must also be submitted to the KBRA in the event of the appointment, removal or change in the right of representation of a managing director or board member. When shareholders wish to amend the charter of an LLC, the authorised representative must complete and submit the forms prepared by the KBRA. This filing must include a copy of the shareholder deci - sion regarding the amendment and the full text of the amended charter. The amendment is considered to have entered into force only after registration and pub - lication by the KBRA. Ultimate Beneficial Ownership Under Law No 08/L-265 on the Register of Benefi - cial Owner, all commercial companies are required to declare their beneficial owners in the Beneficial Ownership Register within 30 calendar days of incor - poration. The Register is a centralised electronic database managed by the KRBA. Any subsequent change to beneficial ownership must also be reported and updated within 30 calendar days of the change occurring. Notwithstanding this, due to missing sub- legal acts, the Beneficial Ownership Register is not yet operational; hence, beneficial owners are not yet being declared. 3.4 Management Structures Limited Liability Companies LLCs are managed by at least one managing director and may optionally appoint of a board of directors if stipulated in the charter. In the absence of a board, the shareholder assembly is the highest decision-making body, holding the power to elect or remove manag - ing directors charged with day-to-day operations and legal representation. If a board is established, the provisions governing the board of directors of a JSC apply. Joint Stock Companies Each JSC is required to have a board of directors responsible for managing and directing the company’s activities. The system is structured as a one-tier mod - el, with board members appointed by the sharehold - ers’ assembly. The board appoints at least one man - aging director to represent and manage the company. This managing director reports and functions under
the direction of the board. The roles of chairperson of the board and managing director should be sepa - rate; the chairperson of the board of directors may not simultaneously serve as the managing director. In addition, no officer, manager or other employee of the JSC is permitted to serve as a director on the board. 3.5 Directors’, Officers’ and Shareholders’ Liability In exercising their functions, managing directors, members of the board and officers are obliged to act with fairness, loyalty and full care in due account of the interests of the company and other partners or shareholders. As such, they are expected to protect company assets and confidential information, avoid exploiting corporate opportunities for personal gain, refrain from competing with the business and prevent personal interests from negatively impacting the com - pany. If these persons act contrary to these duties, they are liable to compensate the company for dam - ages and must repay any personal profit acquired through the infringement. Employment relationships are governed by Law 03/L-212 on Labour, applicable to all employees and employers in the private and public sector in Kosovo, including foreign nationals working in Kosovo. Certain categories are excluded from its scope, namely: • employment relationships within the context of international missions; • diplomatic and consular missions of foreign states; • international military presence in Kosovo under the Comprehensive Proposal for the Status Settlement; and • international governmental organisations. 4. Employment Law 4.1 Nature of Applicable Regulations The Law on Labour forms the main framework regu - lating employment relationships, supplemented by individual employment agreements as well as collec - tive contracts and the employer’s internal act where applicable. The employment agreement forms the legal basis for an employment relationship. Collective agreements and internal rules may grant employees
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