Study:	Tax - 3. semester
Code:	111447
ECTS:	4.0
Course coordinators:	prof. dr. sc. Petar Miladin prof. dr. sc. Siniša Petrović prof. dr. sc. Hrvoje Markovinović prof. dr. sc. Nina Tepeš
Lecturers:	doc. dr. sc. Antun Bilić - Lectures izv. prof. dr. sc. Tomislav Jakšić - Lectures

Literature:

Petrović S.; Ceronja P.; Osnove prava društava; Pravni fakultet Sveučilišta u Zagrebu (2019), str. cijela knjiga

Description:

Commercial and Company law in the legal system of the Republic of Croatia, sources of Commercial Law. Commercial contractual Law, sources of Commercial contractual Law and their hierarchy. Notion of a commercial contract, formation of a commercial contract. Typical commercial contracts. Commercial companies, notion of a merchant, of a company, pre-company, legal personality of a company. Property of companies, liability for obligations of the company, company name;objects of the company; seat of the company. Representation of companies; court registry. Partnerships; partnership, general partnership; limited partnership;silent partnership, cooperative, economic inerest grouping, association. Corporations; general, public limited company, shares, incorporation of a public limited company. Bodies of a public limited company: board of directors, supervisory board. Board of directors, general meeting, nullity and voidability of resolutions of a general meeting; modification of articles of association, decrease and increase in share capital, termination of a company. Limited liability company: concept and characteristics, incorporation of a company, shares and contribution of the members. Bodies of a limited liability company: board of directors, supervisory board; shareholders meeting, modifications of the memorandum of association, increase and decrease of share capital; termination. Statutory changes of a company, group of companies. Basic concepts of capital market law.

Cognitive Skills:

Knowledge and understanding

After successfully completing the course, students will be able to:

- define basic concepts and institutes of commercial law;

- indicate sources of commercial law and their hierarchy;

- recognise specific features connected with the application of Obligations Act on commercial relations;

- express reasons why these specific features exist;

- explain the procedure of formation of companies, their organisation and the manner in which they participate in money transfers

 

Application

After successfully completing the course, students will be able to:

- interpret specific features connected with the application of Obligations Act on commercial relations;

- select oprimal contractual solutions in commercial law;

- demonstrate organisation and operation of companies;

- apply knowledge about commercial contracts and companies in everday situations.

 

Analysis

After successfully completing the course, students will be able to:

- distinguish between the general concept of merchant from its manifestations, such as company and individual merchant;

- compare company, pre-company, branch and representation;

- distinguish between property of company legal person and roperty of company members;

- connect liability of company and itsmembers for company obligations;

- analyse the most frequent forms of companies in Croatia according to their internal organisation.

 

Synthesis

After successfully completing the course, students will be able to:

- prepare foundations of internal organisation of company;

- formulate basic characteristics of company protection;

- describe characteristics of basic rights (managing, property rights) and obligations of corporation members;

- prepare a plan for formation of a joint stock company and limited liability company.

 

Evaluation

After successfully completing the course, students will be able to:

- assess the role of company in private law system;

- estimate the significance that commercial contracts and companies have for society;

- compare individual companies;

- evaluate legal solutions in Croatian law.

Practical and Generic Skills:

After successful mastering of the course, students will be able to:

- advocate attutides for and against a certain solution in a well-argumented manner;

- present the most important topics of the read materials:

- work in a group

- apply IT in their presentations.

 

Matching Assessments to Learning Outcomes:

In the stage of preparation of teaching materials, realisation of learning outcomes is monitored through benchmarking,

- in the stage of implementation of teaching program outcomes are controlled by monitoring attendance and reactions of students,

- students may address the teacher personally or via e-mail

- after the implementation, learning outcomes are tested at an oral examination

Consultations schedule:

• prof. dr. sc. Siniša Petrović:

  Mondays at 11,30

  Location: Trg Republike Hrvatske 3, room dvorište na TRH 3
• doc. dr. sc. Antun Bilić:

  Tuesdays, 9 A.M., Gundulićeva 10, Room 21/2. Students may also contact Antun via his e-mail address: antun.bilic@pravo.hr  and arrange online consultations or some other form of participation.

  Location: Gundulićeva 10, room 21/2
• izv. prof. dr. sc. Tomislav Jakšić:

  Consulations are held online or in person at the school grounds pursuant to prior arrangement via email tomislav.jaksic@pravo.hr

  Location: Gundulićeva 10, room 21/II