Companies Act to be amended - Societas Europaea and European Economic Interest Groupings coming to Serbia from 2027

At its latest session, the Government of Serbia adopted the Draft Law on Amendments to the Companies Act. The Draft Law introduces more precise definitions and rules for cross-border status changes of business companies, the establishment of a European Joint Stock Company (Societas Europea) and a European Economic Interest Grouping in Serbia.

With regard to cross-border mergers and acquisitions, the law envisages that companies from Serbia and the European Union can merge or be acquired without the need to conduct liquidation proceedings. Detailed procedures have been defined, including the preparation and publication of contracts, reports of competent authorities and auditors, registration and legal consequences of these transactions.

When it comes to a European Joint Stock Company, the draft law regulates its establishment and operations in Serbia. It is envisaged that it will be established by merging or merging joint stock companies, at least one of which is registered in the territory of Serbia, as a holding company or by establishing a controlled company in the form of a European company. The method of formation, management, share capital, as well as the possibility of changing the legal form of a joint-stock company to a European company and transferring its seat to other member states, are defined. It also stipulates the obligation to register in domestic and European registers.

The law also concerns the establishment of a European Economic Interest Grouping, which enables economic entities from Serbia and the EU to form business alliances to facilitate joint business. The legal status, registration, liability for obligations, financing and management of these groupings are regulated in detail.

These amendments, as stated in the explanatory memorandum of the law, arise from Serbia’s obligations assumed in the EU accession process (Chapter 6 - Company Law).

The proposed amendments should come into force on January 1, 2027, and it has been proposed to the National Assembly to adopt the law under an urgent procedure, in order, as stated, “to prepare Serbia in a timely manner for harmonization with the EU acquis in the field of corporate law.”