An overview of the most relevant amendments:

I. Actions against phantom companies

In accordance with the Law on Companies, it is now possible to request the deletion of the registered address of the company’s seat before the commercial court, if the owner of the premises in which the company registered its seat has not allowed the company to use its premises. If the company does not register a new address of its seat within 30 days from the day when the court decision (ordering deletion) became final, the Serbian business registry agency (“BRA”) shall ex officio initiate the procedure of the compulsory liquidation of the company.

II. Approval of transactions with personal interest

The approval procedure for transactions involving personal interest has become more robust with additional statutory requirements to that effect. Unlike before, Serbian companies shall publicly announce a notification regarding its intent to enter into a transaction involving personal interest (either on the company’s website or the BRA’s website), after such transaction has been approved by the shareholders’ assembly (or the supervisory board respectively). Such public announcement shall take place at the latest on the date on which the relevant transaction has been concluded. Conclusion of the employment or management contract with the company’s director or a member of the company’s supervisory board, however, is now explicitly recognized as a transaction involving personal interest which does not require any prior approval of the shareholders’ assembly (or the supervisory board respectively).

III. A temporary representative of the LLC

If a Serbian limited liability company does not register a new director with the BRA within 30 days following the date on which its sole director resigns from its position (or is revoked from such position), a shareholder or other person with interest may request from the commercial court to appoint a temporary representative of the company.

IV. The director’s remuneration

The Law on Companies now clearly states what can be included in the director’s remuneration (e.g., remuneration from the employment or management contract, bonuses, share purchase and share option plans, etc.). However, the director’s remuneration cannot be determined as a share of the company’s profit. Shareholders of Serbian non-public joint stock companies and limited liability companies holding at least 5% of shares are entitled to request from the company to disclose information regarding the amount and structure of the total remuneration of each director, executive director and the supervisory board’s member. If the company does not comply with such request within the period of three days, the company and the responsible person can become liable for a commercial offense which can lead to a monetary fine of up to RSD 1,000,000. Several additional requirements in relation to the director’s remuneration (which are applicable as of 27 November 2022) are set out for Serbian public joint stock companies, such as:

• an obligation of the shareholders’ assembly to adopt the remuneration policy which shall contain various mandatory elements;
• the company’s obligation to keep such remuneration policy publicly available;
• an obligation of the company’s board of directors or supervisory board to prepare an annual report on all remunerations paid to the company’s former or existing directors and supervisory board members during the previous business year; and
• an obligation to have the remuneration report audited by the company’s auditor.

V. Digitization of registration proceedings before the BRA

• Following 17 May 2023, applications for the registration of companies’ incorporation shall be filed with the BRA in electronic form only.
• Following 27 May 2023, Serbian companies shall subscribe to e-Government services.