Legal content reviewed: 4 November 2026.
The articles of association of a Serbian limited liability company (DOO) set the rules for ownership, governance and relations between members. A document suitable for APR registration may still leave important commercial questions unanswered: who controls key decisions, how the company is funded and what happens when a member wants to leave.
This guide concerns the Serbian osnivački akt, also translated as the memorandum or founding act. It should be read together with the Companies Act and any separate members’ agreement.
Single-Member and Multi-Member Companies
At incorporation, the founding act takes the form of a decision where there is one founder and an incorporation agreement where there are several. A single-member company still needs rules on its organs, management and authority. The sole member exercises the assembly’s functions; the director has a separate management and representation role, even if the same person holds both positions.
The document should be reviewed when a new investor joins. Rules designed for a sole owner may be unsuitable for a company with two or more members.
What Must the Founding Act Contain?
Article 141 requires, in particular:
- The prescribed identifying details of the members and their relevant addresses.
- The company’s business name, registered seat and principal activity.
- Total share capital and each member’s cash contribution or the value and description of a non-cash contribution.
- Deadlines for paying or contributing subscribed capital.
- Each member’s percentage share.
- The company’s organs and their powers; statutory powers apply where the act does not specify them.
Capital, contributions and shares must be consistent with the intended transaction and registration documents. A generic template is a starting point to review, rather than evidence that the commercial arrangement has been fully addressed.
Voting, Reserved Matters and Deadlock
Specify which matters belong to the assembly, what the director may decide and which actions need prior approval. Check quorum, voting rights, statutory voting exclusions and the majority applicable to each decision. There is no single majority that governs every DOO decision.
Article 211 generally uses an ordinary majority of votes of members present and entitled to vote, but sets a two-thirds majority of all members’ votes for listed matters, including capital changes, status changes and profit distribution. The memorandum may vary that latter threshold within the statutory limits. Amendments to the memorandum have their own rules under Article 142.
For a 50/50 company, test the arrangements against realistic disputes: an absent member, refusal to approve a budget, disagreement over financing or a proposed sale. Negotiation, escalation, mediation and a carefully structured buyout mechanism may help. An exit clause should identify its trigger, valuation method, payment security and implementation steps; a broad promise to “resolve disputes amicably” rarely answers those questions.
Directors: Internal Approval and External Authority
The founding act can allocate approval rights and reporting duties, and regulate appointment and removal. However, an internal spending limit does not necessarily stop a transaction from binding the company.
Under Article 33, ordinary restrictions on a representative’s authority cannot be relied on against third parties. Registered joint representation or a mandatory co-signature is a statutory exception. Distinguish internal accountability from external representation, and coordinate the act with the APR entry and any separate statutory approval requirements.
Funding, Additional Payments and Profit
Distinguish subscribed capital, additional payments and member loans. Additional payments do not increase registered share capital. Their legal basis, who is bound, allocation, maturity and repayment should be clear. Article 178 contains specific voting and consent rules; additional funding cannot simply be imposed on every member by an unrestricted majority vote.
Profit is not distributed automatically. The act may provide a distribution ratio different from share percentages, but distributions still require a lawful decision and compliance with payment restrictions. Consider existing losses, creditor protection and obligations to departing members before promising dividends.
Share Transfers, Withdrawal and Exclusion
Check pre-emption rights, company consent and other permitted transfer restrictions. State the procedure clearly, including how notices are delivered. A pre-emption process for a proposed third-party sale is different from valuing a member’s entitlement on statutory withdrawal or exclusion.
For an agreed sale, see share transfers in a Serbian DOO. For a member seeking to leave, see withdrawal and compensation. For proceedings against a member, see exclusion grounds and procedure.
The act may address additional grounds and valuation arrangements where the law permits. It cannot remove protected statutory rights in advance or turn ordinary misconduct allegations into an unrestricted assembly power to expel a member. A provision reducing a member’s rights also needs to satisfy the amendment-consent rules.
Death, Succession and a Corporate Member’s Insolvency
Review how the business will function during inheritance proceedings and whether to provide the statutory compulsory-purchase mechanism for an inherited share. Such a mechanism requires a valid basis, a timely decision and compensation; ownership does not automatically pass to the surviving members.
Insolvency of a corporate member is a different situation. The share may become subject to insolvency or enforcement rules. Do not assume that an ordinary contractual transfer restriction overrides mandatory sale procedures. Succession, pre-emption and financing arrangements need to work together.
Founding Act or Separate Members’ Agreement?
A written members’ agreement under Article 15 can address matters such as voting commitments, financing, confidentiality, transfers and commercial exit arrangements. Its statutory effect is between the members who signed it. It does not by itself replace the founding act, bind every future member or change the company’s registered representation.
Decide which provisions need corporate effect and which can remain contractual. Coordinate both documents and provide an appropriate accession mechanism for future investors.
Amending the Act and Registering the Change
Under Article 142, the default amendment threshold is an ordinary majority of all members’ votes unless the act requires more. Reducing a particular member’s rights additionally requires that member’s consent. Protected changes include specified alterations to pre-emption, voting majorities, additional payments and certain appointment or exclusion rules. A majority holding is therefore not a universal power to rewrite minority rights.
APR’s current change instructions require the amendment decision, a consolidated text signed by the legal representative, the relevant application and fee evidence. The members who voted for an amendment sign the decision. Signature certification is required for amendments where provided in the act and registered as an obligation; it is not a universal requirement for every later amendment.
APR also warns about sequencing amendments with changes of members or capital, whose registration has constitutive effect. Do not have an unregistered buyer adopt decisions as though already a member. Establish the correct signatories and filing order before completion.
Legal Review and Practical Next Steps
Review the existing act when admitting an investor, changing financing, revising management authority, planning succession or addressing a dispute. Compare it with current APR data, the members’ agreement and the actual way decisions are made.
Petrović Mojsić & Partners assists with drafting and amending corporate documents and resolving disputes among LLC members. See our corporate and commercial law services and Litigation Desk.
Primary legal source: Serbian Companies Act, particularly Articles 11–15, 33, 140–142, 160–179, 183–197 and 211–214. Apply the provisions in force for the relevant decision or transaction.