Checklist: buying assets in Serbia (asset deal)

A checklist for a foreign buyer who acquires assets, rather than shares, from a Serbian company. It follows the ten points in our 2021 post and adds the current position where we could confirm it.

Checklist · Last updated 30 September 2026

Draft for review by DRG lawyers. Prepared from the firm's published articles and official sources; not yet approved for publication.

Contents

011. Scope and liabilities
022. Approvals and merger filing
033. Real estate and foreign buyers
044. Contract and closing

011. Scope and liabilities

An asset deal does not automatically leave the seller's debts behind. Define the assets precisely and check what stays attached to them.

List the assets to be bought, by type: real estate, IP rights, registered movables (such as vehicles), other movables, contracts, employees.Assume joint liability: a person who acquires assets is liable for debts related to them, together with the transferor, up to the value of the assets, and a contract clause excluding this does not bind creditors (Article 452 of the Law on Contracts and Torts, as described in our post).Search for mortgages, pledges and other encumbrances. They generally stay on the assets after the change of owner, unless agreed otherwise with creditors (limited exceptions exist, for example in insolvency or enforcement).Employees: the EU Transfer of Undertakings directive does not apply in Serbia. Check the Labor Law rules on change of employer for the staff who work with the assets.Check whether the seller or buyer is a related party of a shareholder or director of either company. Related-party transactions above 10 percent of book assets need a valuation report and a public notice within 15 days (as described in our 2018 post).The ban on financial assistance for acquiring a company's own shares does not generally apply to asset disposals, so financing the purchase against the assets can be possible. Confirm the structure with your lawyer.

Sources: DRG, Asset deals in Serbia: 10 things to note (2021-01-20); DRG, 10 Important Novelties Introduced by Amendments to the Company Law (2018-06-25)

Practice area: Corporate, M&A and Commercial Law

022. Approvals and merger filing

Two approvals are easy to miss: the shareholders' meeting of the company that buys or sells, and the competition authority.

Test the deal against the 30 percent rule: if the value of the assets bought or sold, at the time of the decision, reaches 30 percent or more of the book value of the company's total assets in the latest annual balance sheet, the shareholders' meeting must approve it.Prepare for the exit right of dissenting minority shareholders, which such a decision generally triggers.Screen the deal for merger control. An asset deal can trigger a filing just like a share deal. In Serbia the filing is due within 15 days of the earliest triggering event (signing, public offer, or acquisition of control).Do not implement before the Commission decides. Implementation before approval is a breach of the standstill obligation.Use our Merger Control in the Balkans app (/merger-control-in-the-balkans-the-app/) to check thresholds in Serbia and the region.

Sources: Paragraf Lex, Acquisition and disposal of assets of large value (30 percent test) (2026-05-27); Law on Business Companies, Official Gazette of RS 36/2011 ... 109/2021 and 19/2025 (Paragraf Lex, list of amendments) (2026-09-30); DRG, Asset deals in Serbia: 10 things to note (2021-01-20); DRG, Merger Control in Serbia: A No-Nonsense Guide (guide updated 2026-04-23) (2026-04-23); Law on Protection of Competition (Paragraf Lex) (2026-09-30); DRG, Serbia: NCA Investigates Fortenova for Gun Jumping in Takeover of Agrokor Assets (2019-10-11); DRG, Serbia: NCA Clarifies Whether Acquisition of NPLs Triggers Merger Filing (2019-10-07)

Practice area: Competition / Antitrust

033. Real estate and foreign buyers

If real estate is part of the deal, the buyer's nationality and the law that governs the contract matter.

Check reciprocity: a foreign company generally may acquire real estate in Serbia only if Serbian companies may do so in its home country. In practice this is often handled by buying through a local Serbian company.Check whether any land is agricultural land, where separate restrictions on foreign owners apply.For real estate located in Serbia, the contract must be governed by Serbian law. For other assets a foreign law may be chosen where the transaction has a foreign element, with some exceptions.Serbian courts have exclusive jurisdiction over disputes on ownership or other property rights on real estate in Serbia, and over disputes on its lease. Plan dispute resolution accordingly.For other parts of the deal, foreign courts or arbitration may be chosen where there is a foreign element, subject to some limits.

Sources: DRG, Asset deals in Serbia: 10 things to note (2021-01-20); Law on Property Relations and the Stabilisation and Association Agreement, reciprocity (secondary sources, see review notes) (2026-09-30)

Practice area: Corporate, M&A and Commercial Law

044. Contract and closing

Serbian law needs both a legal ground (usually the contract) and the right mode of acquisition. The mode depends on the type of asset.

Draft the purchase agreement with a schedule of assets, warranties, seller liability and indemnities for debts and encumbrances.Real estate: register the ownership in the land registry.IP rights: register the right, or the transfer, with the relevant IP registry.Movables: hand over the assets. Where a public registry exists (for example for motor vehicles), register the change.Keep the shareholders' resolution, the merger decision (if any) and the proof of registration in the closing file.Confirm the tax treatment of the transfer (property transfer tax or VAT) with a tax adviser before signing.

Sources: DRG, Asset deals in Serbia: 10 things to note (2021-01-20)

Practice area: Corporate, M&A and Commercial Law

This guide gives general information on the law as of the date above and is not legal advice. Laws and practice change; please contact us before acting on any of it.

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