PART ONE: GENERAL PROVISIONS

SCOPE OF THIS LAW
- 1. Main concepts
  - The definition of a company
  - Acquiring the status of legal person
  - Business activities
  - Registration
  - Effects of registration on third parties
  - The territorial jurisdiction of the court
  - Legal forms
  - Company members
  - Information on persons to be registered
  - Duration of a company
- 2. Memorandum of association, articles of association and agreements with regard to the company
  - Memorandum of association and articles of association
  - Amendments to the memorandum of association and articles of association
  - Nullity of a memorandum of association
  - The procedure of establishing and effectiveness of nullity
  - Agreements with regard to the company
  - Reimbursement of costs related to company incorporation
- 3. Liability for company's obligations
  - Liability of members
  - Lifting the corporate veil
- 4. Company seat and delivery of mail
  - Seat
  - Mailing and delivery address
  - E-mail address
- 5. Business name
  - Business name
  - Abbreviated business name
  - Language and alphabet of the company's business name
  - The use of a business name, stamp and other data in documents
  - Restrictions to the transfer and use of the name
  - Restrictions in regards to the business name
  - Protection of company name
  - Restrictions on the use of national or official names and symbols
  - Restrictions on use of personal names
- 6. Representation and representatives
  - 6.1. Representatives
  - 6.2. Procura
  - 6.3. Liability and restrictions for representatives, proxies by employment and procurators
- 7. Company's assets and capital
  - 7.1. Basic definitions
  - 7.2. Contributions to the company
- 8. Special duties to the company
  - Persons with special duties towards the company
  - Affiliates
  - 8.1. Due diligence
  - 8.2 Duty to report transactions and actions in which there is a personal interest
  - 8.3 Duty to avoid the conflict of interest
  - 8.4 Duty to keep business secrets
  - 8.5 Non-competition clause
  - 8.6. Rules for filing actions due to breach of special duties
- 9. The company members right to information
  - The right to information and access to acts and documents
  - Use of the company's acts or documents

PART TWO: ENTREPRENEUR

The definition of an entrepreneur
The time for which an entrepreneur is registered
Assets and liability for obligations
Entrepreneur's business name
Entrepreneur's seat and dislocated place of conducting activity
Entrepreneur's business activity
Manager and other employees
Suspension of performance of business activity
Loss of capacity of entrepreneur and continuation of performance of activity by heirs
Continuing to perform business activity in the form of a company

PART THREE: LEGAL FORMS OF COMPANIES

CHAPTER I GENERAL PARTNERSHIP
- 1. Definition and incorporation
  - Definition and liability for obligations
  - Partnership agreement
  - Partners' agreement
- 2. Contributions to the Company, partners' shares and transfer of shares
  - Contribution and share
  - Transfer of shares
  - Transfer of shares among partners
  - Transfer of shares to third parties
  - Liability in share transfer
- 3. Management
  - General rule
  - Management by several partners
  - Transfer of management authorizations
  - Cancellation of management authorisation
  - Revocation of management authorisation to a partner
- 4. Partner's rights
  - Right to reimbursement of costs
  - Distribution of profit
  - The right to information
  - Exception from the competition clause
  - Partners' decision-making
- 5. Legal relations between the company and partners towards third parties
  - Representing the company
  - Cancellation of representation authorisation
  - Revocation of the representation authorisation
  - Representing the company in a dispute with a partner who is authorised to represent the company
  - Objections and set-off
  - Liability of a new partner
- 6. Dissolution of a general partnership and partner capacity
  - Court decision on the liquidation of the company
  - Continuation of the company with heirs
  - Expulsion of partner
  - Withdrawal of partner
  - Consequences of a partner's withdrawal from the company
  - Participation of the partner who withdrew from the company in unfinished transactions
  - Protection of partners' creditors
CHAPTER II LIMITED PARTNERSHIP
- 1. Definition, incorporation and data records regarding company members
  - Definition and liability
  - Application of the limited partnership provisions
  - Corporation charter
  - Members' data record
- 2. Contribution, share and profit and loss
  - Contribution, share and transfer of share
  - Profit and loss
- 3. Managing operations, company representation and rights of limited partners
  - A limited partner's supervisory right
  - Payment of profit to the limited partner
- 4. Limited partner's liability
  - A limited partner's liability
  - Instances of limited partner having general partner liability
  - Liability of a new limited partner
- 5. Cessation of capacity of a company member and company dissolution
  - Cessation of general and limited partner capacity and change of legal form
  - Dissolution of a limited partnership
CHAPTER III LIMITED LIABILITY COMPANY
- 1. Definition, liability and freedom of contracting
  - Definition and liability
  - Freedom of contracting principle
  - 1.1 Contents and amendments to the Memorandum of Association
  - 1.2. Acquiring the capacity of company member and data records of company members
- 2. Share capital
- 3. Shares
  - 3.1. Basic rules
  - 3.2. Company's own shares
  - 3.2.а Reserved own share and right to acquire a share
  - 3.3. Freedom to dispose with share
- 4. Additional payments to the company
  - The manner of establishing the additional payment obligation
  - Consequences of failure to make additional payment
  - Return of additional payments
  - Loans and securities granted to company members
- 5. Distributions to company shareholders
  - General rule
  - Right to receive distributable profit
  - Restrictions on payments
  - Liability for prohibited distributions
- 6. Termination of member capacity
  - Reasons for termination of member capacity
  - 6.1. Member's withdrawal
  - 6.2. Expulsion of shareholder
- 7. Management of the company
  - Company bodies
  - 7.1. Shareholders' meeting
    - 7.1.1. Composition and competences
    - 7.1.2. Sessions of shareholders' meetings
    - 7.1.3. Adopting financial reports
    - 7.1.4. Contesting the meeting's resolutions
  - 7.2. Directors
  - 7.3. Supervisory board
- 8. Internal supervision over operation
  - Provisions that apply accordingly
- 9. Dissolution of company
  - Method of dissolution
  - Dissolution on request of company member
- 10. Company bylaws and documents
  - Maintaining and keeping
  - Access to company bylaws and documents
  - Right to information
  - Denial of access to company's bylaws and documents and denial of information
  - Access to bylaws and documents by court decision
CHAPTER IV JOINT STOCK COMPANY
- 1. Basic provisions
  - Definition and liability
  - Articles of association
  - Passing of articles of association and their amendments and modifications
- 2. Stocks and other securities
  - General rules
  - Single register of stockholders
  - Types and classes of stocks
  - Common stocks
  - Partly paid-up stocks
  - Preferred stocks
  - Preferred stocks than can be repurchased by the company
  - Voting rights of preferred stockholders
  - Co-ownership of stocks
  - Split and merger of stocks
  - Par value of stocks
  - Determination of market value of stocks
  - Issue price of stocks
  - Transfer of stocks and rights attached to stocks
  - Convertible bonds and warrants
  - Issue price of convertible bonds and warrants
- 3. Incorporation of a company
  - Memorandum of association and first articles of association
  - Contents of the memorandum of association
  - Payments or entry of contributions upon company incorporation
  - Incorporating expenses and special benefits
  - Contracts with stockholders upon registration of a company
- 4. Relationship between company and stockholders
  - Equal treatment of stockholders
  - Profit distribution
  - Right to dividend
  - Method of payment of dividend
  - Temporary dividend (interim dividend)
  - Dividend date
  - Restrictions on distributions to stockholders
  - Loan and securities granted to company by company stockholder
  - Pre-emption right to subscribe
  - Exclusion of the pre-emptive right to subscribe
  - Company's financial support in acquiring stocks
  - Expulsion of stockholder due to failure to pay or enter the contribution
- 5. Own stocks
  - Ban on subscription of company stocks
  - Own stocks and terms of acquisition
  - Acquisition of own stocks of a controlling company
  - Exemptions from the acquisition of own stocks
  - Process of acquiring own stocks
  - Status of own stocks
  - Obligation to dispose of own stocks
  - Method and procedure of disposal of own stock
  - Reporting on own stocks
  - Own stocks of a public joint stock company
  - Pledge of company stocks
  - Acquisition of own convertible bonds and warrants
- 6. Capital
  - 6.1. Minimum share capital
  - 6.2. Increase in share capital
    - 6.2.1. Increase in share capital through new contributions
    - 6.2.2. Conditional increase in share capital
    - 6.2.3. Increase in share capital out of the company's net assets
    - 6.2.4. Authorized capital
  - 6.3. Reduction in share capital
- 7. Management of the company
  - Company bodies
  - 7.1. Stockholders' meeting
    - 7.1.1. General rules
    - 7.1.2. Regular session of the stockholders' meeting
    - 7.1.3. Extraordinary session of the stockholders' meeting
    - 7.1.4. Annuling the decisions of the stockholders' meeting
  - 7.2. One-tier management system
  - 7.3. Two-tier management system
    - 7.3.1. Executive directors
    - 7.3.2. Supervisory board
  - 7.4. Secretary to the company
  - 7.5. Internal supervision
  - 7.6. External supervision
  - 7.7. Remunerations in public joint stock companies*
- 8. By-laws and documents of a company
  - Obligation to keep company's by-laws and documents
  - Access to the by-laws and documents of a company
  - Access to the by-laws and documents under a court decision
  - Limitations related to the publication of the by-laws and documents of a company
- 9. Dissolution of a Company
  - Manner of dissolution
  - Dissolution of a company by court decision
CHAPTER IVA SPECIAL RULES IN RESPECT OF FOSTERING LONG-TERM STOCKHOLDERS’ ENGAGEMENT IN PUBLIC JOINT STOCK COMPANIES*
- 1. Institutional investors, asset managers and proxy advisors*
  - Basic terms and scope of application*
  - Engagement policy, engagement report, voting*
  - Disclosure obligation for institutional investor and asset managers*
  - Disclosure obligation for proxy advisor*
- 2. Information to be provided to shareholders and companies*
  - Company’s right to identify its shareholders*
  - Information regarding shareholder identity*
  - Processing and correction of personal data with the aim of identifying shareholders*
  - Provision of information relating to the exercise of shareholder rights*
  - Facilitation of the exercise of shareholder rights*
  - Costs borne by intermediaries*
  - Intermediaries from countries that are not Member States of the European Union*

PART FOUR: ACQUISITION AND DISPOSAL OF HIGH-VALUE ASSETS

Definition and basic provisions
Procedure for the acquisition and/or disposal of high-value assets
Consequences of the breach of provisions on the disposal of high-value assets
Applying the provisions hereof to limited liability company accordingly

PART FIVE: SPECIAL RIGHTS OF DISSENTING STOCKHOLDERS

Right of dissenting stockholders to repurchase stocks
Procedure for exercising the right to repurchase stocks
Court protection of the dissenting stockholder's right
Applicability to a limited liability company accordingly

PART SIX: CHANGE OF LEGAL FORM

Definition of the change of legal form
Drafting of by-laws and documents in connection with a change of legal form
Conducting the procedure for changing the legal form of a company
Decision on the change of company legal form
Registration of the change of legal form of a company and legal effects of registration

PART SEVEN: STATUS CHANGES

1. Definition and types of status change
- Definition of status change
- Participants in status change
- Types of status change
- Acquisition
- Merger
- Division
- Spin-off
2. Regular procedure for conducting a status change
- 2.1. By-laws and documents related to status change
- 2.2. Notification of the conduct of status change
- 2.3. Decision on status change and its legal effect
3. Simplified procedure for conducting status change
- Simplified procedure in case of acquisition by a controlling company
4. Change in share capital and retained assets and liabilities
- Increase in share capital of the recipient company
- Prohibition on creating fictitious capital
5. Registration of status change and legal effects of registration
- Registration of status change
- Legal effects of status change
- Retained assets and liabilities of the company dissolved by way of division
6. Protection of the rights of shareholders of the transferring company
- Right to additional payment
- Right to payment
7. Third party protection
- Creditor protection
- Conditions for providing protection
- Court protection
- Protection of holders of bonds and other debt securities
- Protection of special right holders
- Liability for damage

PART SEVEN A: CROSS-BORDER ACQUISITION AND MERGER OF COMPANIES

1. Notion and basic provisions
2. Procedure for conducting a cross-border acquisition

PART EIGHT: COMPULSORY REDEMPTION OF STOCKS AND THE RIGHT TO SALE OF STOCKS

Conditions for compulsory repurchase
Determination and payment of the price
Material for a session of the stockholders' meeting
Voting on the decision on compulsory redemption
(Deleted)
Annulment of the decision on compulsory redemption
Assessment of the appropriateness of the price by the court
Right to sale of stocks
Exception with regard to price of stocks in case of a takeover bid

PART NINE: LIQUIDATION OF A COMPANY

1. Definition and institution of liquidation proceedings
- Definition
- Decision to liquidate
- Registration and publication
- Pending proceedings and initiating bankruptcy
- Limitations of payments to the shareholders of a company in liquidation
2. Liquidator
- Liquidator
- Dismissal and resignation of the liquidator
- Registration of the liquidator
- Authorizations of the liquidator
3. Notice to creditors and filing of claims
- Notice on the institution of liquidation proceedings
- Individual notice to known creditors
- Filing of claims
4. Liquidation balance sheets and reports, terminating liquidation and instituting bankruptcy
- Opening liquidation balance sheet and initial liquidation report
- Annual liquidation reports
- Termination of liquidation proceedings
- Institution of bankruptcy proceedings due to insolvency
- Documents compiled upon the satisfaction of the creditors' claims
5. Completion of liquidation proceedings and liability for damage
- Distribution of liquidation surplus
- Remuneration for the liquidator
- Completion of liquidation proceedings
- Liability of the liquidator for the damage
- Liability of company members upon the completion of liquidation proceedings
6. Compulsory liquidation
- Reasons for instituting the proceedings
- Notification and institution of forced liquidation procedure*
- Status of a Company in a Forced Liquidation Proceedings
- Conclusion of a Forced Liquidation Proceedings
- Consequences of the company's deletion from the register in the event of forced liquidation

PART TEN: LINKING OF BUSINESS COMPANIES

1. General provisions
- Method of linking of companies
- Types of linked companies
- Group of companies
- Holding company
- Companies with mutual interest in capital
2. Contracts on control and management
- 2.1. Definition, conclusion, amendments and termination
- 2.2. Rights, obligations and responsibilities from the contract on control and management
- 2.3. Protection of the shareholders and creditors of a controlled company

PART ELEVEN: COMPANY BRANCH AND AGENCY OF A FOREIGN COMPANY

1. Company branch
- Definition of branch
- Forming a branch
- Registering a branch
- Effect of registering branch representative
- Use of business name and other data
- Terminating a branch
- Particularities related to foreign company branch
2. Foreign company agency
- Definition of foreign company agency
- Forming an agency
- Closure of agency
- Registration of agency

PART ELEVEN A: SOCIETAS EUROPEAN

1. Basic provisions
- Notion
- Mutatis mutandis application
- Acquiring of legal personality
- Method of setting up of a European company
- Share capital
- Memorandum of association and articles of association
2. Formation of a European company by acquisition and merger
- Common draft acquisition agreement
- Publication
- Report of the competent company body
- Auditor’s report on acquisition
- Adoption in general shareholders’ meeting
- Notarial document preceding the registration
- Registration
- Legal implications of the formation of a European company by acquisition
- Simplified procedure for formation of a European company by acquisition
- Employee participation in decision making
- Nullity of registration
- Mutatis mutandis application
3. Setting up of a European company as a holding company
- Registration
4. Setting up of a controlled company with the form of a European company
- General provision
5. Creation of a European company through conversion of legal form of a joint stock company and conversion of the legal form of a European company into a joint stock company
- Conversion of legal form of a joint stock company into a European company
- Registration
- Conversion of the legal form of a European company into a joint stock company
6. Transfer of seat of a European company
- 6.1. Transfer of seat of a European company registered in the territory of the Republic of Serbia to another member state
  - Transfer proposal and notarial certificate
  - Registration
- 6.2. Transfer of the seat of a European company registered in the territory of another member state into the Republic of Serbia
  - Registration
7. Corporate governance of a European company
8. Termination of a European company and the obligation of publication
- Liquidation and bankruptcy of a European company
- Publication in the Official Journal of the European Union

PART TWELVE: JOINT VENTURES

Joint venture
Change of legal form of a joint venture
Regulations governing the status of associations shall apply accordingly

PART TWELVE A: EUROPEAN ECONOMIC INTEREST GROUPING

1. Basic provisions
- Notion
- Legal position
- Object of forming and activities of a grouping
- Forming of a grouping
- Registration of a grouping
- Acquiring of legal personality
- Financing of a grouping
- Liability for liabilities of a grouping
- Change of the seat
- Transfer of the seat
- Organs of a grouping
- General meeting of a grouping
- Directors of a grouping
- Admission of new member
- Cessation of the capacity of a member
- Withdrawal of a member
- Expulsion of a member
- Assignation of participation
- Participation as a security
- Cessation of the capacity of a member due to death
- Obligation to notify on the cessation of the capacity of a member of a grouping
- Repercussions of the cessation of the capacity of a member
- Apportionment of profits and coverage of losses
- Winding up of a grouping
- Winding up of a grouping on a court decision
- Nullity of the memorandum of association and ban on operations of a grouping
- Liquidation of a grouping
- Insolvency of a grouping

PART THIRTEEN: PENAL PROVISIONS

CHAPTER I CRIMINAL OFFENCES
- Giving a statement the contents of which is untrue
- Concluding a legal transaction or taking action when there is personal interest
- Violation of duty to avoid conflict of interest
- Violation of representative's duty to act within the limits of the power of attorney
CHAPTER II COMMERCIAL TRANSGRESSIONS
- Commercial transgressions of a company and of the responsible person
- Commercial transgressions of a company that is a public joint stock company and of the responsible person
- Commercial transgressions of institutional investors, asset managers and proxy advisors*
- Commercial transgressions of intermediaries*
CHAPTER III OFFENCES
- Offences by natural persons
- Offences of an entrepreneur

PART FOURTEEN: TRANSITIONAL AND FINAL PROVISIONS

Obligation to harmonise capital
Additional contributions
Obligation to harmonise the existing limited liability companies
Obligation to harmonise existing joint stock companies
Deleted business entities
Existing entrepreneurs who are not transferred from the register of local self-government municipal units and existing partnership shops
Exceptions from applying provisions on forced liquidation
Existing joint ventures
Existing regulations cease to be valid
Exceptions from the application of the law governing litigation procedure
Time limit for passing subordinate legislation
Entry into force and start of application

ARTICLES NOT INCLUDED IN THE FINAL TEXT (Službeni glasnik RS, No. 99/11)
LAW ON AMENDMENTS AND ADDITIONS TO THE COMPANIES LAW

ARTICLES NOT INCLUDED IN THE FINAL TEXT (Službeni glasnik RS, No. 5/15)
LAW ON AMENDMENTS AND ADDITION TO THE COMPANIES LAW

ARTICLES NOT INCLUDED IN THE FINAL TEXT (Službeni glasnik RS, No. 44/18)
LAW ON AMENDMENTS AND ADDITIONS TO THE COMPANIES LAW

ARTICLES NOT INCLUDED IN THE FINAL TEXT (Službeni glasnik RS, No. 95/18)
LAW ON AMENDMENT AND ADDITIONS TO THE COMPANIES LAW

ARTICLES NOT INCLUDED IN THE FINAL TEXT (Službeni glasnik RS, No. 91/19)
LAW ON AMENDMENTS AND ADDITIONS TO THE COMPANIES LAW

ARTICLES NOT INCLUDED IN THE FINAL TEXT (Službeni glasnik RS, No. 109/21)
LAW ON AMENDMENTS AND ADDITIONS TO THE COMPANIES LAW

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