SERBIA Trends and Developments Contributed by: Vera Davidović, Dušan Jablan, Uroš Rajić and Marko Jović, Gecić Law
Trends and Developments in Corporate Governance in Serbia 2025 Serbia’s corporate governance landscape is experiencing significant transformation as the country aligns itself with EU standards and modernises its regulatory framework. In 2024- 2025, a series of reforms have been launched to update company legislation, strengthen the governance of state-owned enterprises, incor - porate ESG principles, and further liberalise markets. These initiatives coincide with Serbia’s deepening integration into European markets, most notably through its accession to the Single Euro Payments Area (SEPA) and preparations for eventual EU membership. As Serbia continues its path toward European integration, its corpo - rate governance framework is evolving to meet international standards while remaining attuned to local market realities, with a growing empha - sis on sustainability and transparency. Evolution of the Corporate Governance Framework in Serbia One of the most significant developments in Ser - bian corporate governance is the implementa - tion of the Act on Management of Companies Owned by the Republic of Serbia, adopted by the International Monetary Fund’s recommenda - tions. This legislation aims to advance corpo - ratisation, improve management practices, and transform the legal structure of state-owned enterprises. Under the new Act, enterprises owned by the Republic of Serbia must transform into corporations (joint-stock or limited liability companies) by the end of 2025. The Act establishes a centralised ownership management framework, with the Ministry of Economic Affairs as the primary oversight body. In the energy sector, specific provisions del - egate oversight responsibilities to the Ministry of Energy for electricity production and supply.
At the same time, the Republic Commission for Energy Networks supervises electricity transmis - sion and natural gas transportation operations. Importantly, these overseeing institutions do not directly manage the corporations but rath - er monitor and enhance corporate govern - ance, with authority to implement emergency measures if operational disruptions occur. This approach aims to improve the efficiency and transparency of state-owned enterprises while maintaining appropriate oversight. Article 18 of the Act presents various situa - tions in which a business company owned by the Republic of Serbia must obtain govern - ment approval, reflecting a balanced approach between operational autonomy and state super - vision for entities of strategic importance. The primary sources of corporate governance legislation in Serbia are: • the Companies Act; • the Banks Act; This regulatory framework has been continuous - ly enhanced since the post-socialist transition period, with significant corporate and security legislation interventions to establish market- based economic principles and improve corpo - rate governance practices. Serbia has taken decisive steps to modernise its company laws per EU legislation. The Com - panies Act has been amended to incorporate European corporate forms and practices. Ser - bia’s law now recognises the Societas Europaea (SE), a European public company, and European Economic Interest Groupings (EEIGs) as permis - • the Auditing Act; and • the Capital Market Act.
725 CHAMBERS.COM
Powered by FlippingBook