Question 1

Can a foreign company or individual own a Serbian company?

Accepted Answer

Yes. Under the Law on Companies a member of a company can be a natural or legal person, domestic or foreign, and a limited liability company (DOO) can have a single member. The Law on Companies has been amended several times, most recently by Official Gazette RS No. 19/2025, so the consolidated text should be checked before any structuring.

Question 2

Should a foreign investor use a subsidiary or a branch?

Accepted Answer

A branch is a separate organizational unit of the foreign company and not a separate legal entity, so the foreign company is fully liable for the branch's obligations. A DOO is a separate legal entity. The choice therefore mainly turns on liability exposure and on how the group wants to operate locally, and it should be assessed together with tax advisers.

Question 3

What is needed to register a branch of a foreign company?

Accepted Answer

According to the instructions of the Serbian Business Registers Agency, registration requires the decision of the foreign company's competent body to establish the branch, an extract from the home register with a translation certified by a court interpreter, proof of the bank accounts used, and a certified statement by the company's authorized representative accepting responsibility for the branch's obligations. Registration can be filed on paper or electronically. Foreign documents must also be properly certified, and the exact form of certification should be confirmed with the Agency before filing. Our corporate team advises on the foundation of companies and on the structuring and protection of foreign investments.

Question 4

If I buy assets rather than shares, do I avoid the seller's debts?

Accepted Answer

Not automatically. Under Article 452 of the Law on Obligations, a person who takes over an asset package (or part of it) is liable for the debts relating to it jointly with the transferor, up to the value of the assets received, and any contract clause excluding this liability has no effect against creditors. Mortgages, pledges and other encumbrances generally also remain on the assets after the transfer.

Question 5

Do employees transfer automatically in an asset deal?

Accepted Answer

Serbia is not an EU member state, so the EU Transfer of Undertakings Directive does not apply. Our 2021 analysis found that the Labour Law rules on change of employer generally do not catch a sale of assets in which employees work, so employee transfers are normally arranged contractually. As the Labour Law has since been amended, the current rules should be confirmed for each deal.

Question 6

When does a purchase need approval of the seller's shareholders?

Accepted Answer

If a company acquires or disposes of assets whose purchase, sale or market value is 30 percent or more of the book value of its total assets in the latest annual balance sheet, the transaction must be approved by the shareholders' meeting. Such a decision generally gives dissenting minority shareholders a buy-out right. The rule comes from the Law on Companies, which should be checked in its current consolidated text.

Question 7

Can a foreign company or individual buy real estate in Serbia?

Accepted Answer

Under the Law on the Fundamentals of Property Relations, foreign natural and legal persons that carry out business in Serbia may acquire ownership of real estate needed for that business under the condition of reciprocity, and a foreign individual who does not do business in Serbia may acquire an apartment or residential building under reciprocity in the same way as Serbian citizens. Reciprocity means that Serbian citizens and companies can acquire real estate in the investor's home country. In practice the restriction is often avoided by acquiring the property through a local Serbian company. Our corporate and real estate teams work on share deals, asset deals and real estate transactions.

Question 8

Can the parties choose foreign law and a foreign court or arbitration?

Accepted Answer

In principle, when a contract has a foreign element the parties may choose foreign law and a foreign court or arbitration. There are limits: our 2021 analysis notes that contracts on real estate in Serbia are always governed by Serbian law, and that Serbian courts have exclusive jurisdiction over disputes on ownership or other rights in rem in Serbian real estate and on its lease. The Law on Arbitration (Official Gazette RS No. 46/2006), modelled on the UNCITRAL Model Law, governs arbitration seated in Serbia and the enforcement of awards before national courts.

Question 9

Does a foreign national need a permit to work in Serbia?

Accepted Answer

Yes. Since the 2023 amendments to the Law on Foreigners and the Law on Employment of Foreigners (in force from 4 August 2023, with the main changes applying from 1 February 2024), employment-based stay is covered by a single permit for temporary residence and work, issued for up to 36 months. This replaces the earlier system of a separate work permit and residence permit described in our 2016 and 2018 posts. Our employment team supports clients in obtaining residence and work permits.

Question 10

Who applies for the single permit, and is a labour market test still required?

Accepted Answer

The foreign national or the employer can apply electronically. Where the stay is based on an employment contract under the Labour Law, the employer must first start the labour market test, and the National Employment Service reports within four days of the request (the 2018 rule was 10 days). The Government may exempt certain categories of foreigners, such as deficit occupations, from the test, and the Ministry of Interior must decide within 15 days of a complete application.

Question 11

Who is a beneficial owner and must it be registered?

Accepted Answer

Yes. Under the Law on the Central Register of Beneficial Owners (Official Gazette RS Nos. 19/2025, 51/2025 and 60/2025), applicable from 1 October 2025, a beneficial owner is a natural person who holds 25 percent or more of the shares or voting rights or has a dominant influence over the management, with further grounds such as financing and trust structures. Registered entities must register the beneficial owner in the register kept by the Business Registers Agency, and keep the supporting documents for ten years.

Question 12

What changed with the new law, and what are the deadlines and penalties?

Accepted Answer

Since 1 October 2025 the register also holds the documents on which beneficial ownership is based and, for a foreign beneficial owner, a copy of the passport or foreign ID card, uploaded by the legal representative using a qualified electronic certificate. Existing entities had to comply by 30 November 2025, and changes must be registered within 30 days. Fines run from RSD 500,000 to 2,000,000 for the entity and RSD 50,000 to 150,000 for the responsible person. It is still unclear whether foreign documents need an apostille or full legalization and a Serbian translation, so we suggest uploading the documents already given to the bank in its KYC procedure.

Question 13

Will a Serbian bank ask about the ownership structure?

Accepted Answer

Yes, in practice the bank identifies the beneficial owner under the Law on the Prevention of Money Laundering and the Financing of Terrorism, which replaced the 2009 law from 1 April 2018 and has been amended since (latest Official Gazette RS No. 19/2025, in force from 14 March 2025). The documents given in that KYC procedure are the same ones investors are advised to use for the beneficial ownership register. Our compliance and employment teams also advise on data protection compliance.

Question 14

Does Serbia have GDPR-style data protection rules?

Accepted Answer

Yes. The Law on Personal Data Protection (Official Gazette RS No. 87/2018), applied since 22 August 2019, is largely harmonized with the GDPR. A new draft law was published for consultation in 2026 but it has not been adopted, so the 2018 law continues to apply. Separately, the GDPR itself can apply to a non-EU company that offers goods or services to individuals in the EU or monitors their behaviour there.

Question 15

When does a deal have to be notified to the Serbian competition authority?

Accepted Answer

A concentration must be notified to the Commission for Protection of Competition if the combined worldwide turnover of the parties exceeds EUR 100 million and at least one party has turnover in Serbia above EUR 10 million, or if the combined turnover in Serbia exceeds EUR 20 million and at least two parties each have turnover in Serbia above EUR 1 million. These thresholds date from 2009 and remain unchanged in 2026. A foreign-to-foreign deal can therefore be notifiable, and an asset deal can trigger a filing just as a share deal does. Our competition team has prepared dozens of merger filings across the region.

Question 16

What are the deadline, standstill rule, fees and timing?

Accepted Answer

The filing is due within 15 days of the earliest of signing, publication of a public bid or acquisition of control, and the deal cannot be implemented before clearance. The fee is 0.03 percent of combined turnover in Phase I (capped at EUR 25,000) and 0.07 percent in Phase II (capped at EUR 50,000). Phase I lasts one month from a complete filing, with automatic clearance if no decision is issued, and Phase II up to four months. Implementing before clearance (gun-jumping) can be fined up to 10 percent of the infringer's turnover in Serbia.

Question 17

Is there a quick way to check whether a filing is needed in the Western Balkans?

Accepted Answer

Yes. Our free Merger Control in the Balkans app checks whether a transaction triggers a filing in Serbia, Montenegro, Bosnia and Herzegovina, North Macedonia and Albania, and includes a short guide for each jurisdiction. Thresholds and fees change, as new merger control rules entered into force in Montenegro in April 2026, so the result should be confirmed against the current rules.

Question 18

Is an electronic signature legally binding in Serbia?

Accepted Answer

Yes, within limits. Under the Law on Electronic Document, Electronic Identification and Trust Services in Electronic Business (Official Gazette RS Nos. 94/2017 and 52/2021), harmonized with the EU eIDAS Regulation, an electronic signature cannot be denied validity only because it is in electronic form, and a qualified electronic signature has the same legal effect as a handwritten one. Contracts that must be notarized or solemnized cannot be concluded this way.

Question 19

Can I close a deal with a simple e-signature such as DocuSign or Adobe Sign?

Accepted Answer

For contracts with no formal requirement and low liability risk, such as offers, NDAs or internal resolutions, a simple e-signature is generally acceptable, but the person relying on it bears the burden of proving its authenticity. For higher-value or more complex documents we advise a written form or a qualified electronic signature. Our 2022 analysis also found that e-signature practice in Serbia is still underdeveloped, so parties should be cautious.

Question 20

Is trading in cryptocurrencies legal in Serbia?

Accepted Answer

Yes, it is regulated by the Law on Digital Assets (Official Gazette RS No. 153/2020), applied since June 2021. Natural persons and legal entities may own and trade digital assets without a permit, but providing services related to them requires a licence: from the National Bank of Serbia for virtual currencies and from the Securities Commission for digital tokens. Providing virtual currency services without a licence is prohibited and is a criminal offence.

Question 21

Is there a tax incentive for investing in Serbian startups?

Accepted Answer

Yes. A company investing in the capital of a qualifying innovative startup can claim a tax credit of 30 percent of the amount invested. The startup must be less than three years old with annual revenue of no more than RSD 500 million and may not pay dividends for three years after the investment, and the investor must have operated for at least three years, must not have held more than 25 percent before, and must keep the investment for three years. The credit is capped at RSD 100 million per startup and RSD 50 million per year in total, with unused amounts carried forward for five years.

Question 22

What cash incentives exist for direct foreign investment?

Accepted Answer

Incentives are currently governed by the Decree on Determining Criteria for Granting Incentives to Attract Direct Investments (Official Gazette RS Nos. 1/2019, 39/2023 and 43/2023), which replaced the decrees described in our 2016 and 2018 posts. It focuses on manufacturing and service centres, allows a foreign investor to apply through a Serbian company, and since the 2023 amendments requires a higher minimum investment and caps incentives in line with EU state aid limits. Our earlier posts on hotel and spa subsidies concern separate decrees whose current status should be checked.

Question 23

Can a Serbian LLC give employees the right to acquire shares?

Accepted Answer

Yes. Since 1 April 2020 the Law on Companies allows an LLC to acquire a reserved own share without compensation from shareholders who voted for it, in order to issue a financial instrument, the right to acquire a share. Reserved shares may not exceed 40 percent of the share capital, carry no voting or dividend rights and are registered with the Business Registers Agency, while the right to acquire a share is registered with the Central Securities Depository. This is mainly of interest to technology startups.

Frequently asked questions for foreign investors in Serbia

01Setting up a company or branch