Corporate legislation in Serbia marching toward digitalisation

The end of 2021 has brought us amendments of both the Company Act and the Law on Registration Procedure with the Serbian Business Registers Agency.

Most of the amendments have been adopted with the aim of either further digitalizing or ensuring more transparency and safety in the business environment in Serbia.

Apart from the amendments dealing with procedural or technical matters (e.g. procedure for the correction of technical errors, broadening the category of applicants, etc.), major amendments to the Law on Registration Procedure refer to further digitalization:

• starting on 16 May 2023, the application for the incorporation of a company will only be possible online (electronic application), and decisions of the Registry (to e-administration users) will be delivered to users’ electronic mailboxes;
• starting on 16 November 2022, certification of a digitized act (i.e. confirmation of its identity with the original) may be performed by attorneys-at-law.

Amendments to the Company Act are wider in scope and include, among other things:

• more detailed procedures for reporting on the transactions involving a personal interest and on forced liquidations;
• the annulment and the consequences of the annulment of share transfer agreements;
• removal of the double signature rule restriction for company representatives, as well as the removal of the obligation for a company to have at least one representative that is a natural person;
• prohibition on entrepreneurs using the term “Serbia” in their business name;
• regulation of the value of the share capital of the company upon its acquisition within the bankruptcy procedure (i.e. a price paid);
• explicit statement that treasury shares cannot be subject to a pledge.

Matters related to institutional investors, asset managers and voting advisers are regulated, but the application is postponed until the accession of Serbia to the EU.

However, there are also changes that require harmonization or at least amendments in terms of the current registration regime:

• Companies must become users of the E-administration platform no later than 26 May 2023;
• By 26 November 2022, a company’s registered seat must contain an indication of the city, municipality, street, house number, floor, apartment; public joint-stock companies must adopt remuneration policies, keep a record of and report on the remuneration of directors;
• Starting from 1 June 2022, for registration of natural persons (as shareholders, directors, etc.), their gender must be included and registered as well.

While digitalization is obviously an inevitable fact and a “one-way street”, it remains to be seen how smoothly the mechanisms envisaged by the relevant amendments will operate in practice.