SERBIA Law and Practice Contributed by: Željka Motika, Ivana Bulatović and Jovana Spasojević Gligorijević, Motika i partneri
indirectly through contractual arrangements with the licensed institutions that rely on their infrastructure.
in certain limited cases involving illiquid sovereign debt, may also trade on their own account. • Transparency – Regulated Markets impose the most stringent transparency and disclosure obliga - tions on issuers, including the requirement to pub - lish an approved prospectus and provide periodic and ad hoc disclosures under statutory rules. Dis - closure obligations on issuers whose instruments are traded on MTFs and OTFs are significantly lighter and are largely defined by the internal rules of the respective platform operator. In Serbia, a licence from the competent authority is also required for the operation of a digital asset trad - ing and exchange platform. The National Bank of Serbia licenses and supervises platforms that trade in cryptocurrencies, while the Securities Commission licenses and supervises platforms that trade in digital tokens. The platform operator may provide all dig - ital‑asset‑related services except portfolio manage - ment and investment advisory services. Although one digital asset trading platform has been established in Serbia, it is not yet operational. Crowdfunding in Serbia is not governed by a sin - gle comprehensive law. Instead, its legal treatment depends on the underlying financing model and is generally subject to contract law. In practice, lend - ing‑based crowdinvesting, as well as reward‑based and donation‑based models, are used. Although these models allow investors to finance projects, existing crowdfunding platforms in Serbia do not provide for secondary trading of the acquired rights or claims. As a result, crowdfunding in Serbia functions primarily as a financing mechanism, rather than as a true trading marketplace. 6.2 Regulation of Different Asset Classes Under the Capital Markets Act, Regulated Markets, MTFs and OTFs may be used exclusively for trad - ing in financial instruments. The scope of permitted instruments varies depending on the type of platform. Regulated Markets and MTFs may trade in all financial instruments, including equity and debt securities as well as derivatives. OTFs, however, are subject to legal restrictions and may trade only in non‑equity instru - ments – specifically bonds and other forms of secu - ritised debt, structured finance products, emission
6. Marketplaces, Exchanges and Trading Platforms 6.1 Permissible Trading Platforms Under the Serbian Capital Markets Act, trading in financial instruments (excluding cryptocurrencies and other digital assets) may take place on three types of marketplaces licensed by the Securities Commission. • Regulated Market – operated by a licensed stock exchange. In Serbia, there is only one regulated market, the Belgrade Stock Exchange (BELEX). • Multilateral Trading Facility (MTF) – an alternative multilateral trading venue operated by a stock exchange or a licensed investment firm. In Serbia, the only such venue is BELEX MTF. • Organised Trading Facility (OTF) – also operated by a stock exchange or a licensed investment firm. In practice, OTFs are not yet operational in Serbia. These three types of marketplaces are primarily dis - tinguished by their execution models, access regimes, and the scope of transparency obligations imposed on issuers and operators. • Execution model – Regulated Markets and MTFs must operate on a strictly non‑discretionary basis, meaning that orders must be matched auto - matically in accordance with predefined, objective rules, without any intervention by the operator. By contrast, OTFs operate on a discretionary basis, allowing the operator to decide whether and how orders will be matched. • Access – access to Regulated Markets is subject to strict, legally prescribed membership criteria. MTFs and OTFs, however, have the discretion to set their own access rules. • Conflicts of interest and trading by the operator – on Regulated Markets and MTFs, the opera - tor is prohibited from proprietary trading or acting as a counterparty to client transactions, includ - ing matched‑principal trading, in order to prevent conflicts of interest. OTFs, however, may engage in matched‑principal trading with client consent and,
710 CHAMBERS.COM
Powered by FlippingBook