Commercial Law
Liquidation and contracts for companies and entrepreneurs.
Area overview
Commercial law covers the relationships between companies, their members, and third parties throughout the company's entire life cycle - from contracts entered into in the ordinary course of business to its winding-up. Company formation is a largely administrative procedure before APR (the Serbian Business Registers Agency), so it is explained here step by step, together with its costs. The weight of this section is still on situations where a mistake or unfamiliarity with the procedure carries real legal and financial risk.
Two groups of issues come up most often here. The first is the winding-up of a company - the voluntary liquidation of a DOO (limited liability company) when its members decide to cease business while the company is still solvent, as distinct from bankruptcy, which occurs when a company can no longer settle its due obligations. Liquidation is a procedure with clearly prescribed steps and deadlines (the Companies Act / Zakon o privrednim društvima), and errors in the order of steps - for example, applying for deletion before the deadline for creditors to file claims has expired (the liquidation notice runs for 90 days, and creditors file claims no later than 30 days after it ends, Art. 533 of the Companies Act) - can send the procedure back to the start or leave the liquidation administrator and members exposed to liability toward creditors even after the company has been deleted from the register.
The second group concerns a company's contractual relationships - business cooperation agreements, non-disclosure agreements (NDAs), and the disputes that arise from them when the other party fails to perform an assumed obligation - up to a lawsuit and enforced collection, including an account being blocked in enforcement proceedings. Here, most of the risk lies in the negotiation and drafting phase, before any dispute arises: obligations, deadlines, and the consequences of non-performance that are left unclear are difficult to fix later.
The pages below cover specific procedures and costs within this area, with the note that each concrete case depends on its facts, and the general information here does not replace legal advice for a specific situation.
Sources
- Companies Act (Zakon o privrednim društvima, Sl. glasnik RS, no. 36/2011 ... 19/2025), Arts. 524 and 533
- Bankruptcy Law (Zakon o stečaju, Sl. glasnik RS, no. 104/2009 ... 95/2018 and 44/2025 - Constitutional Court decision), Art. 11
- Law on the Registration Procedure with the Business Registers Agency (Zakon o postupku registracije u Agenciji za privredne registre, Sl. glasnik RS, no. 99/2011, 83/2014, 31/2019 and 105/2021)
- Law on Contracts and Torts (Zakon o obligacionim odnosima, Sl. list SFRJ, no. 29/78 ... Sl. glasnik RS, no. 18/2020)
FAQ
Does commercial law also cover setting up a company?
Yes. Registering a sole trader (preduzetnik) or a limited liability company (DOO) with APR, and what it costs, are covered on their own pages in this section. Formation is mostly administrative and many people complete it themselves or with an accountant; a lawyer is useful when the founding act regulates relations between several members, contributions in kind or special rights.
What is the difference between liquidation and bankruptcy?
Liquidation is a voluntary procedure for winding up a company that has sufficient funds to settle all of its obligations (Art. 524 of the Companies Act). Bankruptcy (stečaj) is opened when there is a ground for bankruptcy - permanent or impending inability to pay, over-indebtedness, or failure to follow a reorganization plan (Art. 11 of the Bankruptcy Law, Zakon o stečaju) - and is conducted under different rules, before a court, with a bankruptcy administrator.