SERBIA Law and Practice Contributed by: Željka Motika, Ivana Bulatović and Jovana Spasojević Gligorijević, Motika i partneri
allowances and derivatives – while trading in shares is expressly prohibited. By contrast, trading in cryptocurrencies and digital tokens is governed by the Law on Digital Assets and is conducted on specialised digital asset trading plat - forms. Trading may involve both digital assets issued in the Republic of Serbia and those issued abroad, provided that the applicable listing conditions set out The increased activity of crypto‑exchanges in the global market prompted Serbia to become one of the first jurisdictions to adopt the Law on Digital Assets in 2020. This law, among other things, introduced a requirement that all entities performing activities related to digital assets – including the organisation of digital‑asset trading within the territory of the Republic of Serbia – must obtain authorisation from the com - petent authority as providers of digital‑asset‑related services. Given that the Law requires a digital asset service provider, including a trading‑platform operator, to be incorporated as a commercial company, fully decen - tralised protocols (DEXs) must establish a legal entity in Serbia and obtain the relevant licence in order to operate lawfully in the country. The competent author - ity responsible for issuing this licence depends on the type of digital assets traded on the platform. in 6.4 Listing Standards are met. 6.3 Impact of the Emergence of Cryptocurrency Exchanges Furthermore, the emergence of crypto‑exchanges has led to amendments to anti‑money laundering regula - tions. Under these changes, transactions executed directly between users (P2P), outside traditional pay - ment accounts, are classified as high‑risk transac - tions. 6.4 Listing Standards The conditions for listing financial instruments on dif - ferent trading venues vary under the Capital Markets Act. A regulated market represents the most strictly supervised segment, where listing cannot occur with - out the prior approval of a prospectus. Certain exemp - tions apply, such as where the total consideration of the offer is less than EUR1 million over a 12‑month
period, where the offer is made exclusively to qualified investors or to fewer than 150 natural or legal persons, or where the denomination per financial instrument is at least EUR100,000. By contrast, trading venues such as MTFs and OTFs operate under more flexible regimes. Listing financial instruments on these venues does not automatically trigger the obligation to prepare a prospectus unless the instruments are offered to the public. Neverthe - less, a market operator may, through its internal rules, require the preparation of an information document similar to a prospectus, albeit subject to less stringent formal requirements. Regarding digital asset trading, a platform operator may define the conditions for admitting digital assets to trading. Under the Law on Digital Assets, trading on a digital asset exchange is permitted for assets issued both in Serbia and abroad. Trading is also allowed for digital assets without an approved white paper in Ser - bia, but advertising such assets is subject to restric - tions. Advertising is allowed only when: • the White Paper is subsequently approved in Ser - bia or an EU member state; or • the digital asset is already being traded to a signifi - cant extent on global markets through licensed or registered platforms operating in compliance with EU regulations or other relevant AML/CFT stand - ards. Where digital tokens are traded without an approved White Paper, the platform operator – acting as a digital asset service provider – may advertise only the fact that secondary trading is available. Such advertising must be accompanied by a clear disclaimer stating that no white paper has been approved, in accord - ance with a by‑law adopted by the Securities and Exchange Commission. By contrast, where virtual currencies have been issued without an approved White Paper, advertis - ing is strictly prohibited. The National Bank of Serbia has not prescribed any conditions under which such advertising may be permitted.
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