Serbian Companies Act (Zakon o privrednim društvima) in brief
Zakon o privrednim društvima, Serbia's Companies Act: scope, current citation, LLC share capital, member liability, general meeting and liquidation.
What the Companies Act (Zakon o privrednim društvima) covers and whom it applies to
Zakon o privrednim društvima is the basic corporate statute in Serbia. It governs the legal status of companies: formation, contributions and capital, management, rights of members and shareholders, mergers and divisions, change of legal form, liquidation and groups of companies. The same Act governs sole traders, branches and representative offices of foreign companies.
It applies to all companies registered in Serbia and to sole traders. Registration with the Business Registers Agency (APR) is governed by a separate registration statute, and insolvency by the Bankruptcy Act. For banks, insurance and other regulated activities, special statutes take precedence.
Official citation: Zakon o privrednim društvima (Sl. glasnik RS, Nos. 36/2011, 99/2011, 83/2014 - other statute, 5/2015, 44/2018, 95/2018, 91/2019, 109/2021 and 19/2025). The latest amendment was published in No. 19/2025 (6 March 2025). It introduces cross-border mergers, the European company (SE) and the European economic interest grouping, and applies only from 1 January 2027. Until then, the text without those amendments applies.
How the Act is structured
The Act has close to 600 articles, arranged in parts:
- Part One, Basic provisions: legal forms, articles of association, registered office and postal address, business name, representation, contributions and capital, special duties to the company, information rights of members.
- Part Two, Sole trader.
- Part Three, Legal forms of companies: general partnership, limited partnership, limited liability company (Art. 139 onwards) and joint-stock company (Art. 245 onwards).
- Parts Four to Eight: high-value assets, rights of dissenting shareholders, change of legal form, mergers and divisions, squeeze-out.
- Part Nine, Liquidation (Art. 524 onwards), including compulsory liquidation.
- Parts Ten to Twelve: groups of companies, branch and representative office, business associations, with separate parts on the European company.
The most searched provisions
Legal forms (Art. 8). There are four forms: general partnership, limited partnership, limited liability company and joint-stock company. In practice the DOO is by far the most common.
Piercing the corporate veil (Art. 18). A DOO member, limited partner or shareholder who abuses the limited liability rule is liable for the company's obligations. As examples, the Act cites using the company for a prohibited purpose and disposing of company assets as personal assets.
Registered office, postal address and e-mail address (Art. 19-21). The registered office is the place from which the business is managed. A company must have a registered e-mail address and be registered as a user of e-government services. Delivery to a registered address has legal effect, so it matters that the addresses in the register are accurate.
Contributions and capital (Art. 46 and 145). A contribution may be in cash or in kind. A person who undertook to pay in a contribution is liable to the company for damage caused by delay.
Special duties to the company (Art. 61-75). Directors, supervisory board members, representatives and members with a significant holding have a duty of care, a duty to disclose personal interest, a duty of confidentiality and a non-compete duty.
DOO general meeting (Art. 200-211). The meeting amends the articles of association, adopts financial statements, decides on profit distribution and appoints the director. Resolutions are passed by a simple majority of those present, and certain matters, such as a capital increase or liquidation, require a two-thirds majority of all votes (Art. 211).
Withdrawal of a member (Art. 187 and 188). Possible without reasons and without compensation, or for justified reasons with compensation for the share.
Liquidation (Art. 524-543). Liquidation is possible only when the company has sufficient funds to settle all its obligations (Art. 524). It starts with a resolution of the general meeting and ends with deletion from the register.
Compulsory liquidation (Art. 546-548). The registrar initiates it ex officio when a statutory ground arises. Before it starts, a notice is published on the register's website for 30 days (Art. 547). The assets of the deleted company pass to the members, who are liable for the company's obligations up to the value of the assets received; a controlling member of a DOO is jointly and severally liable without limit (Art. 548).
Where to read the official text
The official consolidated text is available in the Legal Information System of the Republic of Serbia: Zakon o privrednim društvima at pravno-informacioni-sistem.rs. Many DOO rules are default rules, so the articles of association of the specific company should always be read before drawing a conclusion. For decisions on capital, withdrawal of a member or liquidation, it is worth checking the steps and deadlines in advance with a lawyer or accountant, because mistakes in the register are hard to correct.
Sources
- Companies Act (Zakon o privrednim društvima, Sl. glasnik RS Nos. 36/2011 ... 19/2025), Art. 61, 75 and 546
- Act Amending the Companies Act (Sl. glasnik RS No. 19/2025), Art. 4 (paragraf.rs)
What to do
- A contribution is paid in within the period set in the articles of association, counted from registration and as a rule not longer than five years; shorter periods apply in certain joint-stock company cases (Art. 46).
- The minimum share capital of a DOO is 100 dinars (Art. 145), and of a joint-stock company 3,000,000 dinars (Art. 293).
- The annual general meeting is held once a year, no later than six months after the end of the financial year (Art. 364, applied to the DOO under Art. 201).
- A DOO general meeting must be convened when members holding at least 10% of votes request it in writing (Art. 202).
- A claim challenging a general meeting resolution is filed within 30 days of learning of the resolution, and no later than three months after its adoption; for resolutions that are registered, within 30 days of registration (Art. 376, applied to the DOO under Art. 217).
- A creditor may sue a member who abused limited liability within six months of learning of the abuse, and no later than five years after the abuse (Art. 18).
- The notice of liquidation is published for 90 days on the register's website; creditors file their claims no later than 30 days after the notice period ends, otherwise the claims are precluded (Art. 533).
- The liquidator notifies known creditors in writing within 15 days of the start of liquidation (Art. 534); the company may dispute a filed claim within 30 days of receiving it (Art. 535).
- After the company is deleted from the register, creditors' claims against members become time-barred three years after the deletion (Art. 545 and 548).
- Compulsory liquidation is initiated, among other grounds, when the company is left without a legal representative and does not register a new one within three months, when it fails to file its annual financial statements with the register for two consecutive years, or when a final decision bans it from carrying on its business (Art. 546).
FAQ
What is the minimum share capital for a DOO in Serbia?
At least 100 dinars, unless a special statute requires more for a particular activity (Art. 145). For a joint-stock company the minimum is 3,000,000 dinars (Art. 293).
Is the owner of a DOO personally liable for the company's debts?
As a rule, no: members of a DOO are not liable for the company's obligations (Art. 139). The exception is abuse of the limited liability rule, known as piercing the corporate veil (Art. 18), for example when a member uses company assets as their own or reduces the company's assets knowing it will be unable to pay its obligations. Special rules on member liability also apply after liquidation or compulsory liquidation (Art. 545 and 548).
How does a sole trader (preduzetnik) differ from a DOO?
A sole trader is an individual registered to carry on a business (Art. 83) who is liable for all business obligations with all of their assets, and that liability does not end on deletion from the register (Art. 85). A DOO is a legal entity with its own assets, so the members' personal assets are as a rule separate.
How can a member withdraw from a DOO?
A member who has paid in their contribution may withdraw at any time by a statement, without giving reasons, if they do not claim compensation for their share; the share then becomes the company's own share (Art. 187). If they claim compensation, they may withdraw for justified reasons, for example when the company or other members cause them damage or prevent them from exercising their rights (Art. 188).
How long does the liquidation of a DOO take under the Act?
The Act does not set a total duration, but mandatory periods determine it: the notice runs for 90 days, and creditors have a further 30 days to file claims (Art. 533). Only then are the final documents drawn up and the resolution closing the liquidation adopted (Art. 543). In practice that means at least several months.
May a director or member own a competing business?
Persons with special duties to the company, including directors and members with a significant holding, may not, without the company's approval, be members, directors, employees or otherwise engaged in a competing company, or be sole traders with the same or a similar business activity (Art. 61 and 75). The articles of association or statute may extend the prohibition to other persons, extend it for up to two years after the person's role or membership ends, and specify activities that do not breach it. The prohibition does not apply to a sole member of the company (Art. 75).