Amendments to the Law on Companies in Serbia
On June 8, 2018, the National Assembly of the Republic of Serbia passed the Law on Amendments and Supplements to the Law on Companies (Official Gazette of RS, No. 36/2011, 99/2011, 83/2014 – state law, 5/2015, and 44/2018). The amendments introduced by this law are extensive and are divided into three groups based on their effective dates.
I. Amendments Effective June 9, 2018
These amendments include:
- Non-Cash Contributions: Changes in determining securities and money market instruments as non-cash contributions and the market value of shares in public joint-stock companies.
- Shareholder Rights: New procedures for shareholders who disagree with share buyouts, requiring information on the market value of shares for public joint-stock companies as part of the decision-making process.
- Material Documentation: For non-cash contributions, information on the book and estimated value of shares must be provided in session materials.
II. Amendments Effective October 1, 2018
Digitalization
- Companies are now required to have an official email address.
- Stamps are no longer mandatory for business letters and documents.
Company Name
- Abbreviated names may use acronyms of the company’s full name or core business description, provided they do not cause confusion.
- Use of the international mark “SRB” in company names requires prior approval.
Limited Liability Companies (LLCs)
- Equity reduction now requires compliance with detailed legal requirements to protect creditors.
- The pre-emption right deadline for members has been reduced from 180 to 90 days.
- Members may sell shares to third parties if the company denies consent, without requiring court intervention for consent replacement.
- Assembly meetings must be convened upon written request from members holding at least 10% of votes.
- Unanimous decisions are no longer required for obligations like additional payments; a two-thirds majority suffices.
- Courts may appoint a temporary representative if a company lacks a director and fails to register one within 30 days.
Joint-Stock Companies (JSCs)
- Preferential shares may only be issued for cash contributions.
- Dividend payment deadlines are capped at six months.
- Procedures for handling high-value assets and shareholder rights have been clarified.
- Supervisory boards now approve employment terms for executive directors.
Status Changes
- Registration of status changes requires prior payout of dissenting members.
Compulsory Share Acquisition
- Prices must be determined in the acquisition decision. Shareholders may file lawsuits for unpaid shares.
Company Liquidation
- Forced liquidation procedures now involve a 90-day grace period for companies to rectify deficiencies.
- Company assets cannot be distributed before deregistration, and ongoing proceedings are halted during liquidation.
Branches and Representative Offices
- Branch registration is now mandatory. Existing branches must be registered within one year.
- Email registration is required for all branches and representative offices.
III. Amendments Effective January 1, 2022
These amendments align Serbian law with EU regulations and include:
- Provisions for cross-border mergers.
- Establishment of European companies (Societas Europea) and European Economic Interest Groups.
Disclaimer
The information provided here is for general informational purposes only and does not constitute legal advice. For specific legal guidance, please consult an attorney.
Exclusion of a Member from an LLC: When It Is Possible and How the Procedure Works
Exclusion of a member from a limited liability company (LLC) is one of the ways in which membership in the company ceases. This measure
Disputes Among LLC Members – How They Arise and How They Are Resolved
Disputes among LLC members are not uncommon, even in companies with a small number of members or in family businesses. The most common causes of
Workplace Harassment (Mobbing): Employer Obligations and Legal Risks
Workplace harassment and harassment related to work (hereinafter: mobbing) is not merely a problem between the perpetrator and the victim — it is also a
NDA and Trade Secret: How to Properly Protect Confidential Information in Business
A Non-Disclosure Agreement (commonly referred to as an NDA) protects confidential information exchanged between contracting parties during negotiations, cooperation, or an employment relationship. A trade
Why Every Employer Should Have a Rulebook on Work (Employee Handbook)
When asked whether a Rulebook on Work (Employee Handbook) is a mandatory general act for an employer, the answer is very short: it
Director of a Commercial Company – Rights, Duties and Liability
A director of a commercial company is not merely a formal head of a company. The director is responsible for managing business operations, making strategic