Corporate Governance 2025

SERBIA Trends and Developments Contributed by: Vera Davidović, Dušan Jablan, Uroš Rajić and Marko Jović, Gecić Law

sible business entities. These EU-harmonized forms are slated to become available in Serbia by 2027, reflecting the government’s commit - ment to integrating with the European corporate framework. Allowing SEs and EEIGs means that Serbian businesses will eventually be able to use the same cross-border corporate vehicles as those in EU member states, facilitating regional investments and partnerships. While these pro - visions are in place in the legislation, their imple - mentation is timed with Serbia’s anticipated EU accession timeline. In addition to new business forms, Serbia is aligning its laws with recent EU directives. Pend - ing legislation on cross-border mergers, con - versions, and divisions will transpose EU rules that make it easier for companies to restructure across borders. Another area of upcoming align - ment is board diversity: the EU’s 2022 Directive on gender balance (requiring a minimum repre - sentation of women on corporate boards) will necessitate changes in Serbian company law. Though not yet in force, Serbia is expected to introduce gender diversity obligations for listed company boards soon as part of its EU harmo - nisation efforts. Digitalisation The digitalisation of corporate processes has also advanced. As of May 2023, electronic fil - ing of company incorporation became manda - tory for all business entities. The Serbian Busi - ness Registers Agency (APR) now operates as a one-stop electronic system for company reg - istration and information access. Company data is stored in a digital database, which is being made technically ready to interconnect with the EU’s Business Registers Interconnection System (BRIS) once Serbia joins the EU. These meas - ures streamline business start-up procedures domestically and ensure that Serbia’s corporate

registry can seamlessly integrate with European networks. Ongoing work to align with the EU’s Digital Tools Directive (2019/1151) is expected to further enable online shareholder meetings and cross-border online registration, eliminating remaining paper-based formalities. The Serbian Corporate Governance Act Serbia’s legal framework for corporate govern - ance is already aligned mainly with EU princi - ples. The Serbian Corporate Governance Act is based on OECD and EU best practices, guiding board responsibilities, shareholder rights, and transparency for listed companies. However, legislative modernisation continues in areas such as takeover regulation: a new Takeover Law is under consideration to fully implement the EU Takeover Directive and ensure equitable treatment of minority shareholders in acquisi - tions. The trend converges with EU standards: Serbia is updating its company law regime to make it more modern, transparent, and compat - ible with Europe’s internal market. This creates a more predictable environment for both domes - tic and foreign investors, signalling that Serbia’s corporate legislation is keeping pace with inter - national norms. Recent Developments in Corporate Governance Reform of state-owned enterprises The reform of state-owned enterprises (SOEs) has become a central pillar of Serbia’s govern - ance improvements in 2025. Historically, many large SOEs in Serbia (spanning energy, utilities, infrastructure, and other sectors) suffered from politicised management, inefficiencies, and occasional fiscal drains. Recognising this, the Serbian government introduced a new Manage - ment of Public Enterprises Act to overhaul how SOEs are governed and overseen. This reform is being carried out in line with international best

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