SERBIA Law and Practice Contributed by: Nataša Lalović Marić, Jovan Mićović and Stefan Šilobad, Law Office Miroslav Stojanović in cooperation with Wolf Theiss
Law Office Miroslav Stojanović in cooperation with Wolf Theiss Bulevar Mihjala Pupina 6 18th floor Business Center Usce 11070 Belgrade Serbia
Tel: +381 11 3302 900 Fax: +381 11 3302 925 Email: beograd@wolftheiss.com Web: www.wolftheiss.com
1. Trends 1.1 M&A Market
ued attractiveness for both foreign and domestic buy - ers seeking high‑growth or innovation‑driven targets.
Serbia’s M&A market in 2025 was functioning in a more selective and strategically driven environment shaped by global uncertainty and geopolitical and domestic tensions, resulting in a significant foreign direct invest - ment (FDI) decline and slower GDP growth. These challenges contributed to a slower pace of activity in Serbia’s M&A market, although the market continued to attract sustained investor interest in strategic sec - tors and industrial assets that offer greater long‑term stability amid broader uncertain. 1.2 Key Trends In 2025, Serbia saw a marked shift in overall invest - ment patterns, with the largest share of FDI flowing into manufacturing, professional and innovation services, construction and trade, according to the National Bank of Serbia. At the same time, the broader invest - ment climate was shaped by greater selectivity and more disciplined capital allocation, driven by tighter financing conditions, increased political uncertainty and rising operational costs, prompting companies to adopt more cautious, long‑term strategic planning. 1.3 Key Industries Significant M&A activity in Serbia during the past year was concentrated in energy, infrastructure and indus - trial assets, with investors prioritising sectors offering strategic importance, stable cash flows and regulatory predictability. In addition, IT and life sciences main - tained strong deal momentum, reflecting their contin -
2. Overview of Regulatory Field 2.1 Acquiring a Company
Share deals remain the primary means of acquiring companies in Serbia, resulting in direct acquisitions of target companies and indirect acquisitions of their businesses, assets and employees. In general, share deals contemplate the execution and notarisation of share transfer deeds and further registrations of the resulting corporate changes in the Business Registers Agency and, to the extent shares are acquired in joint stock companies, the Central Securities Depository and Clearing House (CSD). Acquisitions of public joint stock companies may require the launching of takeo - ver bids, the publication and approval thereof by the Securities Exchange Commission (SEC) and the fol - lowing of stringent takeover procedures. Asset deals are the customary means of acquiring businesses in Serbia, enabling acquirers to cherry- pick the assets being acquired. However, unlike in the European Union (EU), acquisitions of businesses through asset deals do not result in the automatic transfer of employees to the acquirers, making this acquisition technique less efficient. In addition, asset deals generally result in joint and several liability of the transferors and the acquirers for the obligations related to the acquired pool of assets.
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