I Who are the persons who have special duties towards the company?

• Partners in a partnership;
• Complementary partners in a limited partnership;
• A member of the company who owns a share (individually or together with the persons with whom he acts jointly) in the share capital in the percentage of at least 25% in the limited liability company;
• A member of the company that has the status of a controlling member, i.e. a person who has: a) such a degree of participation in the capital that (independently or with the persons with whom he acts) gives him the opportunity to make all key decisions in the company; b) the possibility based on the contract that gives him the right to (independently or with the persons with whom he acts jointly) make all key decisions in the company; c) the right to appoint the majority of directors of the company;
• A shareholder who owns at least 25% of the shares (individually or together with persons with whom he acts jointly);
• A shareholder who has the status of a controlling member of the company, that is, has: a) such degree of participation in the capital that (independently or with the persons with whom he acts) gives him the opportunity to make all key decisions in the company; b) the possibility based on the contract that gives him the right to (independently or with the persons with whom he acts jointly) make all key decisions in the company;
• directors, members of the supervisory board, procurators, other representatives and the liquidation manager;

II What are the special duties towards society?

• Due diligence – implies the obligation to act in accordance with the principle of conscientiousness and honesty, that is, the obligation to ensure a reasonable belief that decisions and actions taken in the name and on behalf of the company will result in the best interest of the company;
• Duty to report transactions and actions in which there is a personal interest – means the duty to report to the control body of the specific company (the assembly, the supervisory board or the board of directors) the existence of a personal interest in a legal business or action that a person undertakes on behalf of the company;
• Duty to avoid conflicts of interest – implies: a) the prohibition of using the company’s property in personal interest; b) banning the use of confidential information obtained by a person based on his status in society; c) prohibition of abuse of position; d) prohibition of taking advantage of one’s position in society in order to conclude legal affairs in one’s own name;
• Duty to keep a business secret – implies the obligation that for a period of minimum 2 to maximum 5 years (depending on the provisions of the founding act), the person must not communicate to third parties information that is considered a business secret;
• Duty to abide by the Ban on competition – implies the prohibition, except in the case of approval by the competent body of the company, of the possibility of a) a person in another company having the status of a person with special duties; b) that the person has the status of an entrepreneur with the same or similar object of business; c) employment in a competitive company; d) engaging in another way in a competitive company; e) having the status of a member or founder in another company with the same or similar subject business;

III Protection in the event of violation of special duties in society implies the possibility of submitting:

• Lawsuits of the company against the person who violated his special duties a) for damages; b) to cancel a legal transaction; c) for the transfer of benefits from legal work; d) for the exclusion of a member from the company;
• Lawsuits of the members of the company filed in their name but on behalf of the company (in the case that the member owns at least 5% of shares or shares in the company, as well as if he requested in writing to file a lawsuit by the company, but such a request was rejected or, according to him, was not processed within 30 days);
• Lawsuits by a member of the company against a person who violated his special duties and thus caused him damage;