Acquiring a Serbian company: legal due diligence and the deal
A Serbian acquisition can be fast and efficient — or bring unexpected liabilities. The difference is a thorough legal due diligence and a well-structured transaction.
Share deal or asset deal
In a share deal the buyer acquires the company with all its rights and obligations; in an asset deal only selected assets, contracts or a business unit. The choice depends on hidden risks, tax consequences, permits and employees.
Legal due diligence
Review of corporate documents and ownership, real estate and encumbrances, material contracts and change-of-control clauses, financing and security, litigation, employment, permits, intellectual property, data protection and tax exposures.
Every case is different. Attorney Slaviša Cincarević, Belgrade — confidential consultation.
Transfer formalities
A share transfer agreement for an LLC is concluded in writing with certified signatures and registered with the Business Registers Agency. Pre-emption rights of other members and restrictions in the founding act must be respected.
Merger control
Transactions above statutory turnover thresholds must be notified to the Commission for Protection of Competition before closing. Closing without required approval exposes the parties to significant fines.
Protecting the buyer
Seller representations and warranties, indemnities for identified risks, deferred or escrowed purchase price and clear closing conditions allocate risk fairly. They are only as good as the due diligence behind them.
Legal basis: Law on Companies; Law on Protection of Competition; Labour Law; Law on Obligations. Author: Attorney Slaviša Cincarević, member of the Belgrade Bar Association. Last reviewed: 29 October 2026.
This guide provides general information on Serbian law and is not legal advice for a specific case.
Frequently asked questions
How long does due diligence take?
From one to several weeks, depending on the size of the target and the quality of the data room.
Is merger control always required?
No — only when statutory turnover thresholds are met.
Can the transaction documents be in English?
Yes; documents filed with Serbian registers require a Serbian version or certified translation.
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