Acquiring a Serbian company is possible through purchasing its assets or stakes. So, let’s take a closer look how M&A deals in Serbia are regulated, as well as what documentation is required for closing an M&A deal in Serbia.
Regulation
Along with national legislation, foreign laws may also be applied to regulation of M&A transactions in Serbia. However, in the case of immovable property, Serbian law has exclusive jurisdiction.
Documentation
Acquiring a business in Serbia requires submitting the following documents:
- an NDA;
- a MOU;
- an LOI;
- a framework agreement;
- an SAP agreement.
Normally, agreements are concluded in written form, signed by both parties & notarized. Execution of agreements is preceded by the adoption of corporate decisions required for approving their signing.
Enterprises & entrepreneurs are no longer required to use stamps (seals) in their activities, including for signing executive documents. Although the use of e-signatures is permitted, any document relating to the transfer of ownership of real estate in Serbia isn’t considered valid if it’s executed electronically. Hence, acquisition of share capital of a Serbian company or a transaction involving a Serbian company’s assets requires handwritten signatures & notarization.
Serbia: DD of M&A Deals
Performing DD of a Serbian company involves, among other things, determining its financial status, property rights, liabilities, concluded agreements, labor & competition issues & IP rights. Conducting DD of an M&A transaction in Serbia is particularly important if only a part of a Serbian business or assets thereof is acquired.
Normally, sellers don’t provide purchasers with DD. Acquiring shares of a Serbian company requires purchasers to hire their own consultants who will be conducting a legal DD of an acquired company.
Transferring Employees
Purchasing shares of a Serbian company involves the transfer of a target company’s personnel to the acquirer. Employees must be informed of their transfer & given five days to decide whether they want to be transferred or not. Employment contracts of employees who decline to be transferred or fail to respond within the said period can be terminated. When it comes to acquiring a Serbian enterprise’s assets, the transferring of employees doesn’t normally take place.
Latest Developments
Following the latest legislative amendments, two new forms of companies have been introduced - European JSCs & European groups of economic interests. This innovation will make it possible to conclude cross-border M&A transactions of Serbian & European companies.
Interested in concluding an M&A Deal in Serbia? Need advice on acquiring a Serbian company’s assets or shares? IQ Decision UK will be happy to oblige.
Our experts are always ready to provide you with assistance throughout all stages of an M&A deal in Serbia, including assistance in conducting DD of a Serbian business.
