New Company Law to be implemented on October 1 – Biggest changes relate to use of stamps and protection of minority shareholders' rights

The implementation of the majority of the provisions of the new Company Law, recently adopted by the National Assembly of Serbia, will begin on October 1, said assistant to the minister of economy, Dusan Vuckovic, on Tuesday, June 19, 2018.

Talking about the new law, he said that the new features remove a number of problems concerning the operation of the economy in Serbia. Also, the amendments are in line with the country's obligations and its negotiation position for Chapter 6 regarding the implementation of EU legal framework into the one in Serbia.

As Vuckovic says, the most important changes pertain to the redefining and the specifying of the provisions concerning the use of stamps in business and the abolition of the provisions which used to proscribe the mandatory use of stamps in operations between business entities and public administration organs.

On the other hand, he explains, all business entities now oblige to register an electronic address within a year of the law's implementation.

The law also brings improvements to the field of the protection of rights of minority shareholders. A business entity is now obliged to perform an evaluation of a legal transaction signed by directors, supervisory boards, management or shareholders, if its value exceeds 10% of the company's value.

Details of such transactions must be published on the company's website or on the website of the Business Registers Agency, so that all the members, shareholders and creditors would be familiar with the details of operations.

The new law also says that those members with 10% of the founding capital or the assets will be able to schedule GMs, which hasn't been the case so far, with only those with over 20% of the company's capital being able to exercise this right.

The law now also defines with more precision whether security interests in taking out loans can be considered high-value property of the company. Also, local and foreign business entities have been made equal when it comes to the founding of branch offices, and the deadline period for the liquidation of business entities has been reduced from one year to six months.

The law also defines new rules of organization of business entities, and these provisions, which primarily pertain to international mergers and the founding of business entities, will be implemented from January 1, 2022, as it has been estimated that Serbia will be ready for joining the EU then. These deadlines are subject to change.

Ministarstvo privrede Republike Srbije

Agencija za privredne registre Beograd

Company Law

Dusan Vuckovic

usage of stamps

stamp

usage of stamps in operations

Chapter 6

electronic address

minority shareholders

Business Registers Agency

international mergers

founding business entities