The Law on Amendments to the Company Law (“Official Gazette of the RS” no. 19/2025 – hereinafter “Amendments”) came into force on 14 March 2025 and will be applied as of 1 January 2027.

The Amendments were adopted in accordance with Serbia’s obligations in the process of European integration, committing to align its corporate law system with the legal framework of the European Union. In this regard, the Amendments regulate cross-border mergers and acquisitions, the European public limited-liability company, and the European Economic Interest Grouping.

Cross-border Mergers and Acquisitions

Cross-border mergers and acquisitions are defined as a merger (acquisition) in which at least two companies participate, with at least one being a limited liability company or a joint-stock company registered in the Republic of Serbia, and at least one capital company registered in a member state of the European Union or a signatory state of the Agreement on the European Economic Area (hereinafter: “Member States”).

Two restrictions are specified regarding the forms that cannot participate in cross-border mergers and acquisitions: cooperatives (even if established as capital companies under the law of another Member State) and companies managing investment funds, as well as investment funds themselves.

The Amendments further specify the procedure for implementing cross-border mergers, which also applies accordingly to cross-border acquisitions.

European Public Limited-Liability Company

A European public limited-liability company (Societas Europaea, SE) can be established in the following ways:

1. through a merger or acquisition of joint-stock companies, where at least one is registered in the Republic of Serbia and the other in a Member State;
2. as a holding company founded by: (a) at least two companies, with at least one being a limited liability company or a joint-stock company registered in Serbia and the other a capital company registered in a member state, or (b) at least two limited liability or joint-stock companies registered in Serbia, each of which has had a registered branch or a wholly owned subsidiary in a Member State for at least two years;
3. by establishing a subsidiary in the form of a European company under the same conditions relating to founders as those specified above for a holding company;
4. by converting a joint-stock company into a European company if it has had a wholly owned subsidiary registered in a Member State for at least two years.

The share capital of a European company is denominated in euros and must be at least EUR 120,000 converted into dinars per the median exchange rate of the National Bank of Serbia on the payment date.

The Amendments further regulate the establishment procedures for each of the aforementioned forms, the management and dissolution of a European company, as well as the transfer of its registered office to another Member State.

European Economic Interest Grouping

The European Economic Interest Grouping (hereinafter: “EEIG”) is a legal entity established by at least two companies, entrepreneurs, or other legal or natural persons engaged in agricultural or other activities, with at least one registered in the Republic of Serbia and the other in a Member State.

EEIG is established to facilitate the achievement, development, coordination, and representation of the economic and business interests and activities of its members. The Amendments explicitly state that EEIG’s purpose is not to generate its own profit, nor does it have an independent business activity. Any actions or activities it undertakes to fulfil its purpose serve as a supplementary or auxiliary function to the business operations of its members.

The Amendments further regulate additional details regarding EEIG, such as its establishment, management, financing, and dissolution.

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