Serbia Corporate Law Update 2026: Companies Act Amendments and the New Trade Practices Law, What Businesses Must Do Now

Serbia’s corporate law changes 2026 demand immediate action from every business operating in or selling into the country. The National Assembly adopted the Law on Trading Practices on 23 April 2026 (published as Sl. glasnik RS, br. 35/2026), and key provisions, together with selected consumer protection obligations, entered into force on 1 May 2026. These reforms land on top of significant Companies Act amendments adopted in March 2025, which reshaped governance, shareholder procedures, and M&A transaction mechanics. The combined effect is a compliance inflection point that touches supplier contracts, pricing transparency, deal documentation, and director liability simultaneously.

This guide covers the following:

• What changed, statutory summaries of both the Companies Act amendments and the Trade Practices Law.
• Key dates and timeline, a table mapping legislation to required business actions.
• Who is in scope, entity types and cross-border triggers.
• Immediate compliance checklist, phased triage across 30, 90, and 180 days.
• M&A and transactional impact, due diligence, reps, warranties, and escrow recommendations.
• Director duties and governance, liability exposure and board-level mitigation.
• Contract drafting playbook, “bad” versus “recommended” clause comparisons.
• Enforcement, penalties, and risk staging, practical risk matrix.

What Changed in 2025–2026: Quick Statutory Summary of Serbia Corporate Law Changes 2026

Companies Act Amendments (March 2025)

The latest significant package of amendments to Serbia’s Companies Act (Zakon o privrednim društvima) was adopted in March 2025. According to the ICLG Mergers & Acquisitions practice guide for Serbia, these changes affect several pillars of corporate law relevant to transactions and governance:

• Shareholder registration and formalities. Streamlined procedures for registering share transfers with the Serbian Business Registers Agency (SBRA), including shorter filing windows and stricter documentary requirements for limited liability companies (d.o.o.).
• Governance and reporting. Enhanced requirements for annual financial statement filings, expanded mandatory content in management reports, and clarified quorum and voting rules for general meetings.
• Director duties and conflicts. Codification of the duty of care and loyalty standards, with more explicit conflict-of-interest disclosure obligations for directors and members of supervisory boards.
• M&A procedural mechanics. Revised squeeze-out thresholds, updated appraisal rights for minority shareholders, and clearer timelines for merger and demerger registration.

These Companies Act amendments 2025/2026 remain in force and create the governance backdrop against which the new trade and consumer legislation must be read.

Law on Trading Practices (Adopted 23 April 2026)

The Trade Practices Act Serbia 2026 is the headline reform. Adopted by the National Assembly on 23 April 2026 and published in the Službeni glasnik RS, br. 35/2026, it introduces a structured regime targeting unfair trading practices across supply chains. Key features include:

• Black list of prohibited practices. Absolute prohibitions on specified buyer and supplier conduct, including retroactive unilateral price reductions, unjustified product returns, and demands for payments unrelated to the sale of products.
• Grey list of presumptively unfair practices. Practices that are prohibited unless the parties have agreed to them in clear and unambiguous terms in advance, such as transferring commercial risk, requiring contributions to promotional costs, and imposing excessive payment terms.
• Product scope. Agricultural and food products form the primary target category, but the law’s reach extends to certain consumer goods where a significant buyer-supplier imbalance exists.
• Enforcement. A designated enforcement body is empowered to investigate complaints, impose remedial orders, and levy fines. Industry observers expect enforcement to focus initially on large-scale retail supply chains.

Consumer protection Serbia 2026 rules overlap with the Trade Practices Law in areas of pricing transparency and promotional labelling. The Institute for Consumer Protection (IPC) confirmed that select provisions of the new Consumer Protection Law apply from 1 May 2026, including obligations to display pre-promotion reference prices and digital price lists.

Timeline: Key Dates for Corporate Compliance Serbia

Businesses need a clear map of which instrument applies and when action is required. The table below consolidates the critical dates drawn from the Službeni glasnik and authoritative practitioner alerts.

The phased entry into force means that certain obligations are already live. Businesses that have not yet assessed their exposure should treat the 1 May 2026 date as an urgent compliance trigger.

Who Is in Scope?

The Trade Practices Act Serbia 2026 applies broadly to participants in the supply chain for covered product categories. In practice, the following entities are caught:

• Buyers with significant purchasing power, large-format retailers, supermarket chains, and wholesale distributors purchasing agricultural, food, and certain consumer products.
• Suppliers and manufacturers, producers and processors selling into the Serbian market, including those supplying private-label goods.
• Importers and intermediaries, entities importing covered goods for resale within Serbia.

A critical point for cross-border businesses: the law applies to trade occurring within the territory of Serbia. Foreign companies that supply Serbian retailers, operate local subsidiaries, or maintain distribution agreements targeting the Serbian market should assume they fall within scope. The likely practical effect will be that even supply contracts governed by a foreign law are scrutinised when performance occurs in Serbia.

The consumer protection provisions additionally capture any trader offering goods or services to Serbian consumers, including through e-commerce platforms. Entities without a physical Serbian presence but with consumer-facing Serbian-language websites or delivery into Serbia should review their pricing and labelling practices.

Immediate Compliance Checklist for Supply Chain Compliance Serbia

This section provides a phased triage framework. Prioritise actions by urgency and assign responsible teams.

Phase 1: 0–30 Days (Urgent)

1. Identify covered products. Map your product catalogue against the categories specified in the Trade Practices Law (agricultural products, food, and designated consumer goods). Why it matters: Obligations only apply to covered products, so accurate mapping avoids both over-compliance and blind spots.
2. Audit existing contracts. Pull all supplier, buyer, and distribution agreements touching the Serbian market. Flag clauses dealing with payment terms, pricing adjustments, return conditions, promotional cost-sharing, and unilateral termination. Why it matters: Black-listed practices are prohibited outright, regardless of contractual agreement.
3. Freeze suspect clauses. Instruct procurement and commercial teams not to enforce clauses that may fall on the black or grey list until legal review is complete. Why it matters: Continued enforcement of a prohibited clause after the law’s entry into force creates immediate liability exposure.
4. Assign a compliance lead. Nominate one person (or team) responsible for coordinating the assessment, interfacing with legal counsel, and reporting to the board. Why it matters: Dispersed responsibility leads to gaps, a single point of accountability accelerates triage.
5. Preserve evidence. Retain all communications related to contract negotiations, price adjustments, and promotional arrangements from the past 12 months. Why it matters: Enforcement authorities may request historic evidence to assess whether practices pre-dating the law reveal a pattern.

Phase 2: 30–90 Days (Systematic Update)

1. Update standard terms. Revise template supply agreements to remove or amend black-listed provisions and to document express, clear, and unambiguous consent for any grey-listed practices you intend to retain.
2. Align payment terms. Review payment windows against the statutory limits. Unjustified extended payment terms are a core target of the new regime.
3. Revise pricing and promotion processes. Ensure that any announced price reductions reference the correct pre-promotion baseline price as required by the consumer protection provisions effective from 1 May 2026.
4. Publish digital price lists. Where required by the consumer protection rules, make pricing information available in a digital format accessible to consumers and regulators.
5. Document consent for grey-listed practices. If your business model relies on practices from the grey list (e.g., requiring supplier contributions to promotional costs), ensure that the relevant contractual provision includes clear, unambiguous, and advance consent language.

Phase 3: 90–180 Days (Structural Alignment)

1. Renegotiate supplier agreements. Move from internal review to counterparty negotiations. Approach key suppliers and buyers to align live contracts with the new requirements.
2. Update procurement SOPs. Embed compliance checks into procurement approval workflows, including sign-off gates for pricing, returns, and promotional cost-sharing.
3. Conduct staff training. Train procurement, sales, and commercial teams on the black and grey list framework, documentation requirements, and escalation procedures.
4. Review D&O insurance and indemnity arrangements. Confirm that director and officer policies respond to regulatory fines and remedial orders under the Trade Practices regime.

M&A Serbia 2026: How the Reforms Change Due Diligence and Deal Documentation

The Companies Act amendments 2025/2026 and the Trade Practices Act Serbia 2026 together reshape M&A transaction mechanics. Acquirers and sellers alike must adjust their processes.

Due Diligence Focus Areas

Any M&A due diligence exercise for a Serbian target company should now include the following additional workstreams:

• Trade Practices compliance audit. Review the target’s standard supplier and buyer agreements for black- or grey-listed practices. Assess whether consent language for grey-listed provisions meets the “clear and unambiguous” threshold.
• Price and discount history. Obtain records of pricing adjustments, promotional campaigns, and discount programmes for the preceding 24 months to identify potential retroactive pricing exposure.
• Consumer-facing pricing compliance. Verify that the target’s digital price lists, promotional displays, and reference pricing methodology comply with the consumer protection provisions effective from 1 May 2026.
• Payment term analysis. Map the target’s standard payment cycles against permissible limits under the Trade Practices Law.
• Regulatory interaction history. Request disclosure of any complaints, investigations, or correspondence with the enforcement body.

Representations, Warranties, and Indemnities to Add

Deal documentation for M&A Serbia 2026 transactions should incorporate the following protections:

• Compliance representation. The seller represents that the target has conducted its trading practices in material compliance with the Law on Trading Practices and Consumer Protection Law as in force at the relevant date.
• No historic unfair trading practices warranty. The seller warrants that the target has not engaged in any black-listed practice and that all grey-listed practices are supported by documented prior consent.
• Labelling and pricing warranty. The seller warrants that all pricing displays, promotional materials, and digital price lists comply with the applicable regulations.
• Specific indemnity. A seller indemnity covering losses arising from pre-closing breaches of trade practices or consumer protection rules, including regulatory fines, remedial costs, and third-party claims.
• Escrow or holdback. Industry observers expect deal parties to increasingly use escrow arrangements or purchase-price holdbacks to cover identified or contingent trade-practices liabilities discovered during diligence.

Deal Structuring Tips

• Conditionality. Consider making closing conditional on the target completing remedial negotiations with counterparties holding non-compliant contracts.
• Pre-closing covenants. Require the seller to use commercially reasonable efforts to cure identified trade-practices breaches before completion.
• Price adjustment mechanism. Link the purchase-price adjustment to any post-closing materialisation of trade-practices liabilities, with a contingent holdback released after a defined survival period.

Director Liability Serbia: Governance Changes Boards Must Address

The 2026 reforms heighten director liability Serbia exposure in two respects. First, the codified duty of care and loyalty standards in the Companies Act amendments mean that directors who fail to implement adequate compliance controls for known regulatory risks face personal liability claims. Second, the Trade Practices Law introduces enforcement mechanisms that can result in significant financial penalties for the company, penalties that may trigger follow-on claims against directors who failed to act.

Recommended Board Actions

• Board-level compliance reporting. Add Trade Practices and Consumer Protection compliance as a standing agenda item. Require management to report on the status of contract audits, staff training, and any regulatory correspondence.
• Documented decision-making. Ensure that procurement and pricing decisions, especially those involving grey-listed practices, are documented in board or committee minutes, with a clear record of the commercial rationale and legal review.
• Escalation procedures. Establish a written escalation protocol: any identified black-listed practice should be escalated to the board or general counsel within 48 hours.
• Internal controls update. Implement approval gates for supply-chain contracts above defined thresholds, requiring sign-off from both commercial and legal functions.
• D&O insurance review. Verify that existing director and officer insurance covers regulatory fines, defence costs, and remedial orders arising from trade-practices enforcement.

Early indications suggest that regulators will look favourably on companies that can demonstrate proactive governance, board-level engagement, documented compliance programmes, and timely remediation of identified issues.

Commercial Contracts Serbia 2026: Drafting and Supplier Negotiation Playbook

The practical test of compliance sits in the contract language. Below are concrete redraft priorities and clause comparisons for commercial contracts Serbia 2026.

Pricing Transparency Clause

Problematic clause: “The Buyer reserves the right to adjust the purchase price at any time to reflect market conditions, with retrospective effect from the date of delivery.”

Recommended clause: “Any adjustment to the purchase price shall be agreed in writing by both parties in advance and shall apply prospectively from the date of written agreement. No retroactive adjustment to previously invoiced and delivered goods is permitted.”

Payment Terms

Problematic clause: “Payment shall be due 120 days from receipt of invoice, unless otherwise directed by the Buyer.”

Recommended clause: “Payment shall be due within [30/60] days from receipt of a valid invoice. Any extension of payment terms beyond the statutory maximum requires prior written justification and express agreement by both parties, documented in an amendment to this Agreement.”

Compliance Covenant with Audit Right

“Each party covenants to conduct its obligations under this Agreement in compliance with the Law on Trading Practices (Sl. glasnik RS, br. 35/2026) and all applicable consumer protection laws. Each party grants the other a reasonable right to audit compliance with this covenant upon 15 business days’ written notice, no more than once per calendar year.”

Indemnity for Breaches of Trade Practices Law

“The Supplier shall indemnify and hold harmless the Buyer against any losses, fines, remedial costs, or third-party claims arising from the Supplier’s breach of the Law on Trading Practices, provided the Buyer has notified the Supplier in writing within 30 days of becoming aware of the relevant breach.”

Negotiation priority: focus first on eliminating black-listed clauses (non-negotiable), then on documenting clear consent for any grey-listed practices, and finally on mutual compliance covenants and audit mechanisms. The goal is to create a contract record that demonstrates good faith and proactive regulatory alignment.

Enforcement, Penalties, and Practical Risk Staging

The Trade Practices Law empowers a designated enforcement body to receive complaints, conduct investigations, and impose sanctions. Available enforcement tools include remedial orders requiring cessation of prohibited practices, financial penalties, and obligations to remedy the effects of past breaches.

The following risk-staging matrix helps businesses prioritise their response:

The likely practical effect will be that initial enforcement actions target the most visible instances, large retail chains imposing retroactive price adjustments or unjustified returns on suppliers. However, businesses of all sizes should treat compliance as a structural priority rather than waiting for sector-specific enforcement signals.

Practical Next Steps and Recommended Timetable

Businesses that operate or transact in Serbia should treat these Serbia corporate law changes 2026 as a mandatory compliance programme, not a monitoring exercise. The window between adoption and enforcement is narrow, and companies that can demonstrate proactive alignment will be best positioned to manage regulatory risk and maintain counterparty confidence. For further resources on international commercial law or to find a lawyer specialising in Serbian corporate compliance, explore the resources linked throughout this guide.

Sources

1. Karanović & Partners, Serbia Adopts New Law on Trading Practices
2. RS Partners, New Rules on Unfair Trading Practices in Serbia Adopted
3. Rokas Law Firm, Serbia Adopts Amendments to the Law on Trade
4. Paragraf, Službeni glasnik RS, br. 35/2026 (Amendments to Law on Trade)
5. IPC (Institute for Consumer Protection), Consumer Protection Provisions Effective 1 May 2026
6. ICLG, Mergers & Acquisitions Laws and Regulations: Serbia 2026
7. Gecić Law, Draft Trade Practices Act
8. KPMG Serbia, Rulebook on Arm’s-Length Interest Rates 2026
9. PwC Serbia, Tax and Legal Alerts 2026