SERBIA Trends and Developments Contributed by: Vera Davidović, Dušan Jablan, Uroš Rajić and Marko Jović, Gecić Law
finalised procedures require companies to pre - pare a joint draft merger agreement, publish it at least one month before adoption, and obtain independent auditor assessments of asset val - uations. Notably, the Act mandates a notarial deed to confirm compliance, with registration effects binding only after both Serbian and for - eign authorities validate the merger. Introducing the European public limited-liability company (SE) enables Serbian firms to operate under a pan-European legal structure. An SE can be formed via a merger (with at least one Serbian joint-stock company), as a holding com - pany, or through a subsidiary establishment. Key requirements include a minimum share capital of EUR120,000 (converted to dinars at the median exchange rate) and dual registration in Serbian and EU business registers. This structure allows Serbian SEs to transfer their registered office to EU states without dissolution, facilitating seam - less market entry. However, governance adjust - ments are necessary: SEs must adopt either a one-tier (board of directors) or two-tier (manage - ment and supervisory board) system, diverging from Serbia’s traditional model. The amendments authorise European Econom - ic Interest Groupings (EEIGs), enabling Serbian and EU businesses to form joint R&D, produc - tion, or distribution alliances. Unlike traditional joint ventures, EEIGs lack legal personality, meaning members bear unlimited joint liability for obligations. This structure is ideal for SMEs collaborating on EU-funded projects, as it allows profit-sharing without creating a new corporate entity. These amendments will take effect on 1 January 2027. The National Assembly is advised to adopt the Act under an urgent procedure to ensure Serbia’s timely preparation for EU integration.
While the amendments advance Serbia’s harmo - nisation with the EU acquis, gaps persist. The 2024 EU Progress Report notes Serbia’s incom - plete transposition of directives on digital tools in company law and takeover bids, areas not fully addressed by the current reforms. Alignment with EU Acquis Serbia’s path to full EU alignment Serbia is actively working toward achieving com - plete alignment with the EU acquis and practice by the end of 2026, with corporate governance being a crucial area of this harmonisation pro - cess. The abovementioned amendments to the Company Act stem directly from Serbia’s obliga - tions in the EU accession process, specifically under Chapter 6 (Company Act) of the Stabiliza - tion and Association Agreement between Serbia and the EU. Introducing European corporate forms and cross-border mechanisms represents a signifi - cant step in this alignment process. By estab - lishing Societas Europaea and European Eco - nomic Interest Groupings, Serbia is launching itself into a more integrated corporate landscape that facilitates business operations across Ser - bian and EU markets. Impact on Serbian companies The ongoing EU alignment process has far- reaching implications for Serbian businesses. Companies must adapt to new corporate gov - ernance standards and familiarise themselves with unfamiliar European corporate forms. This adaptation requires investment in legal exper - tise, corporate restructuring, and governance training. These changes offer significant opportunities for Serbian businesses with international ambitions. The ability to engage in cross-border mergers
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