New regulations on the merger of foreign and domestic companies from 2027
The National Assembly of Serbia has adopted amendments to the Law on Business Companies, which will facilitate cross-border mergers and acquisitions. The regulations will come into effect in 2027.
The new law specifies procedures for the merger and acquisition of companies operating in Serbia with companies from European Union member states and the European Economic Area. The focus is on enabling the transfer of all assets and liabilities without requiring the liquidation of the merging company.
The cross-border merger process requires the preparation of a joint draft agreement, which must be made publicly available at least one month before its adoption. The competent corporate bodies prepare reports on the effects of the merger, while independent auditors assess the fair value of the transaction.
With these amendments, Serbian companies will find it easier to operate in the European market, while foreign firms will have a simplified path to acquiring domestic companies. The law also stipulates the protection of employees and the rights of minority shareholders.
“With this move, Serbia is further aligning itself with European legal standards, which could encourage a greater influx of foreign investment and accelerate the integration of the domestic economy into the single European market,” the document states.
A notarial deed is required to confirm that the merger has been carried out in accordance with the law. If there are ongoing legal proceedings, they must be listed in the document.
If the acquiring company is based in Serbia, registration is carried out with confirmation that the process complies with the laws of the other country, after which notification of the registration is sent to the relevant authorities in that country.
The merging company is removed from the register only after the registration is confirmed in the other country. The legal effects of the merger take effect on the date of registration.
If additional procedures are required for the transfer of assets, the acquiring company is responsible for them.
If the acquiring company already holds 90 percent of the shares in the merging company, no shareholder resolution is required, and reports are not mandatory. Once the registration is completed, it cannot be declared null and void.
To establish a European company in Serbia, a minimum initial capital of €120,000 is required, with all financial amounts expressed in euros, but payments made in dinars at the official exchange rate of the National Bank of Serbia. The founding act is the fundamental document of the European company, while the statute defines the management structure and other internal matters. Amendments to these documents require a two-thirds majority vote of shareholders. In the case of digital documents, special legal provisions regulating electronic legal acts apply.
Establishment of a holding company
The formation of a European holding company represents a significant step in the process of uniting businesses across the continent. According to the Law on Business Companies, companies wishing to establish such a holding must prepare a detailed founding plan, covering all key elements – from the planned initial capital to the proportion of shares held by each participating company.
Particular emphasis is placed on the requirement that at least 50 percent of shares or stakes must carry voting rights to ensure a strong governance structure for the holding. Once the plan is approved at company assemblies, shareholders have three months to decide whether to invest their shares. If all conditions are met, companies are required to inform the public via their websites and the official register in which they are listed.
If the holding company is registered in Serbia, the registration process must comply with the law, including the mandatory submission of a notarised document and certification from the relevant authorities of other member states.
In addition to the establishment of holding companies, the law also provides for the possibility of transforming joint-stock companies into European companies, and vice versa. To change their legal form, companies must prepare a comprehensive plan that includes an analysis of the impact on employees, shareholders, and creditors.
One of the key innovations in the legal amendments is the facilitation of transferring the registered seat of a European company from Serbia to another member state, and vice versa. Companies seeking to relocate their business must develop a detailed transfer plan, publish it online, and obtain a notarised confirmation that all requirements have been met.
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