It should be noted that the title ‘managing director’ is not recognised under the Croatian Companies Act or other relevant applicable legislation. The Croatian Companies Act recognises only a ‘director’, who is authorised to represent the company and obliged to be registered as a member of the management board with the respective commercial court.
A managing director need not to have an employment agreement with the company, or any other type of agreement, in order to be able to represent the company.
Where a managing director has a managing / service agreement which falls under the regulation of Croatian obligatory law, only the provisions of the managing / service agreement apply. If aspects of the relationship are not dealt with in the managing / service agreement, the relevant provisions of the Croatian Obligations Act will apply.
Where a managing director does not have any employment or managing / service agreement with the company, he shall be treated as a member of the management board only.
The table below sets out the position under Croatian law with respect to the managing directors of a limited liability company, with and without service agreements.
The legal requirements applicable to dismissing managing directors of Ukrainian companies are the same as for all other employees, except for the special terms of dismissal applicable to them if their corporate mandate is terminated. Ukrainian law allows a company to enter into an employment contract with the managing director. An employment contract is a specific form of employment agreement which, unlike a regular employment agreement, may provide additional grounds for dismissal comparable to those available under the law. As a result, a managing director may also be dismissed on grounds and subject to procedures provided by his / her employment contract (if such is concluded). In June 2018 the new Law of Ukraine on Limited and Additional Liability Companies (New LLC Law) came into effect presenting certain innovations for regulating the formation of a company management body (including general managers). Although the New LLC Law leaves open the theoretical possibility of appointing someone to head such a management body based on either an employment or a civil law contract, and presents additional grounds for termination of employment, the wording of the current version of the New LLC Law is vaguely drafted in this respect.
Therefore, we may only speculate on these innovations until the relevant court practice becomes available and brings more certainty.