The Serbian Ministry of Economy has prepared draft amendments to the Company Law (“Official Gazette of RS nos. 36/2011 – 19/2025, hereinafter: “Draft Amendments”), with the public consultation process that completed on 19 March 2026.

These forthcoming Draft Amendments form part of Serbia’s ongoing alignment with the EU company law acquis, within the framework of its obligations under the Stabilisation and Association Agreement and Chapter 6 of the EU accession negotiations.

They build on the amendments to the Company Law adopted in March 2025, which introduced cross-border mergers and acquisitions, the Societas Europaea (SE), and the European Economic Interest Grouping (EEIG), and which will apply from 1 January 2027. We previously analysed those changes here.

We note that these Draft Amendments are still at the draft stage and have not yet been adopted. They must still pass the formal legislative procedure, including approval by the Government and adoption by the National Assembly. We consider it useful to address them at this stage as they reflect the anticipated direction of future developments.

The main changes introduced by the Draft Amendments concern alignment with:

– EU Directive 2022/2381 on improving the gender balance among directors of listed companies and related measures

According to the Draft Amendments, large public joint-stock companies will be required to ensure that the underrepresented gender accounts for at least 40% of non-executive directors or one third of all director positions. Companies will be subject to annual reporting obligations on gender representation at board level, including an explanation if the required thresholds are not met, as well as information on measures planned to achieve compliance.

– EU Directive 2019/2121 relating to cross-border conversions, mergers and divisions

In addition to expanding on the existing procedural provisions regarding cross border mergers and acquisitions, the Draft Amendments introduce a detailed regime for cross-border divisions. This includes full, partial, and divisions by separation involving Serbian limited liability companies or joint-stock companies and at least one capital company registered in an EU or EEA Member State. The procedure is further specified, including the adoption of a division plan, stakeholder protection, and coordination between business registers.

– EU Directive 2019/1151 relating to the use of digital tools and processes in company law

The Draft Amendments further develop the digitalisation of company law by introducing a digitalised system of cross-border information exchange between the Serbian Business Registers Agency and EU Member State registers in relation to branches and representative offices of foreign companies, through mandatory data exchange via the system of interconnection of registers. The same mechanism applies where Serbian companies have branches or representative offices in EU Member States.

We will provide updates on further developments. For any inquiries, please contact our office.