Loan contract in Serbia (ugovor o pozajmici): contents, interest and certification
Private loan contract in Serbia: what a money loan contract must contain, whether certification is needed, the interest cap and limitation periods.
What an ugovor o pozajmici is
Ugovor o pozajmici is the everyday name for the loan contract in Art. 557 of the Law on Contracts and Torts (Zakon o obligacionim odnosima): the lender undertakes to hand over to the borrower, into ownership, a certain amount of money or other fungible items, and the borrower undertakes to return after a certain time the same amount of money, or the same quantity of items of the same kind and quality.
The money becomes the borrower's property, and the borrower disposes of it freely. The exception is a purpose loan: if the contract sets a purpose and the borrower uses the money for something else, the lender may declare the contract terminated (Art. 566).
A loan between private individuals is interest-free unless interest is agreed. In commercial contracts the borrower owes interest even when it is not agreed (Art. 558).
What a money loan contract (ugovor o zajmu novca) must contain
The essential elements are the amount and the duty to repay. If the contract does not show that the money must be returned, the other side can claim it was a gift or payment of some other debt. A money loan contract therefore states clearly that the borrower receives the money as a loan and repays it within a set term.
Statutory rules that apply unless the contract says otherwise:
- if no repayment date is set, the loan is repaid after a reasonable period that cannot be shorter than two months from the lender's request (Art. 562),
- the borrower may repay early, but must notify the lender in advance and compensate any damage (Art. 565), which matters for loans with interest,
- the lender may refuse to hand over the promised money if it turns out that the borrower's financial circumstances make repayment uncertain and the lender did not know this at conclusion (Art. 560).
When the loan is repaid in instalments, the contract also states what happens if the borrower misses one. Without such a clause the lender can as a rule claim only the instalments already due.
Form, certification and security
Neither written form nor certification is needed for validity, except for a loan of money between private individuals of EUR 10,000 or more, which must be solemnised (Art. 93(2)(4) of the Law on Notaries). A written contract is concluded for the sake of proof. Signature certification by a notary removes disputes over who signed, but does not prove that the money was actually handed over. Handover is proved by a bank transfer or a receipt.
For larger amounts, security is agreed:
- a guarantee, which must be in writing (Art. 998),
- the borrower's promissory note,
- a pledge over a movable item entered in the Pledge Register,
- a mortgage over real estate.
A contract in the form of a notarial deed can have the force of an enforceable document if it contains the debtor's statement consenting to direct enforcement at maturity (Art. 85 of the Law on Notaries).
Legal entities and sole traders can give and receive loans, but banks and other financial institutions have a special regime. Lending as a business activity without a licence is not permitted.
A founder's loan (ugovor o pozajmici osnivača) is a common case: the founder lends money to their own company and the company repays it. It is an ordinary loan contract, not a contribution to share capital, so it should be made in writing and paid through a bank account. Where the founder is a related party, the transfer pricing rules also apply (Art. 59-61 of the Corporate Income Tax Act, Zakon o porezu na dobit pravnih lica).
"Dajem novčane pozajmice uz ugovor": when private lending is not allowed
Adverts reading "dajem novčane pozajmice uz ugovor" ("I give cash loans with a contract") describe something different from a loan to a friend or relative. A person who lends money to the public, repeatedly and for profit, is engaged in lending as a business. The Law on Banks (Zakon o bankama) provides that no one other than a bank may engage in granting credit, unless authorised to do so by law (Art. 5(2)). A one-off loan to someone you know is allowed; running a lending business is not.
Such loans often come with high interest. Between private individuals the contractual interest rate is capped (Art. 399 of the Law on Contracts and Torts). A contract in which someone exploits another's distress, difficult financial situation, inexperience or recklessness to obtain an obviously disproportionate benefit is usurious and void (Art. 141). The injured party may, within five years of the contract, ask for their obligation to be reduced to a fair amount. Usury (zelenaštvo) is also a criminal offence (Art. 217 of the Criminal Code), prosecuted on the injured party's motion.
Interest and late repayment
In a loan between private individuals there are two kinds of interest. Contractual interest is the price of using the money and is owed only if agreed. Its rate is capped by Art. 399 of the Law on Contracts and Torts, and if a higher rate is agreed, the highest permitted rate applies. If interest is agreed without a rate, the rate paid at the place of performance on demand savings deposits applies between private individuals.
Default interest runs by law from the day the borrower is late with repayment, even when not agreed (Art. 277). If the contractual interest is higher than default interest, it continues to run after default. Interest on interest cannot be agreed.
Common mistakes
- The money is given in cash, without a receipt and without witnesses.
- The contract states the amount but not the repayment date.
- Interest above the statutory cap is agreed, so part of the clause does not apply.
- A contractual penalty is agreed for late repayment. A contractual penalty cannot be agreed for monetary obligations (Art. 270); default interest runs for delay.
- The lender does not ask for repayment for years, obtains no acknowledgement of the debt, and the claim becomes time-barred.
- The loan is disguised as a sale or gift contract, so the true nature of the transaction has to be proved in a dispute.
A short overview of the clauses usually found in the contract: contracting parties, amount and currency, handover of the money, repayment term and method, interest, default, security, early repayment, dispute resolution. This is an overview of content, not a ready-made contract text.
Sources
- Law on Contracts and Torts (Zakon o obligacionim odnosima, Sl. list SFRJ No. 29/78 ... Sl. glasnik RS No. 18/2020), Art. 371, 372 and 557-566
- Law on Notaries (Zakon o javnom beležništvu, Sl. glasnik RS Nos. 31/2011 ... 80/2026), Art. 85 and 93
- Notary Tariff (Javnobeležnička tarifa, Sl. glasnik RS Nos. 91/2014 ... 59/2025), Art. 10 and tariff items 1, 8 and 9
- Law on the Prevention of Money Laundering and Terrorist Financing (Zakon o sprečavanju pranja novca i finansiranja terorizma, Sl. glasnik RS Nos. 113/2017 ... 19/2025), Art. 46
- Personal Income Tax Act (Zakon o porezu na dohodak građana, Sl. glasnik RS Nos. 24/2001 ... 109/2025), Art. 61, 64, 99 and 100a
- Act Supplementing the Law on Notaries (Sl. glasnik RS No. 94/2024) (paragraf.rs)
- Law on Banks (Zakon o bankama, Sl. glasnik RS Nos. 107/2005, 91/2010, 14/2015 and 19/2025), Art. 5
- Corporate Income Tax Act (Zakon o porezu na dobit pravnih lica, Sl. glasnik RS Nos. 25/2001 ... 94/2024 and 80/2026), Art. 59-61
- Criminal Code (Krivični zakonik, Sl. glasnik RS Nos. 85/2005 ... 94/2024 and 63/2026), Art. 217
What to do
- Details of the lender and the borrower: full name, personal identification number (JMBG), address and ID card number; for legal entities the business name, registration number and representative.
- The loan amount in figures and in words, and the currency. If a currency clause is agreed, the exchange rate used for calculation is stated.
- How and when the money is handed over. A bank transfer leaves a trace. With cash, the contract or a separate receipt records that the borrower received the money.
- The repayment term: in one payment or in instalments, with due dates and the account number for payment.
- Interest: whether it is agreed, at what rate and when it falls due. If not agreed, a loan between private individuals is interest-free.
- Consequences of delay: default interest and the lender's right to call in the whole amount if the borrower is late with instalments.
- Security, if agreed: a guarantor, a promissory note, a pledge over a movable item or a mortgage.
- The purpose of the loan, if it matters, followed by the place, date and signatures.
What it costs
A contract for a loan of money between private individuals of EUR 10,000 or more (at the National Bank of Serbia middle rate on the day of solemnisation) must be solemnised. The solemnisation fee is 60% of the fee in tariff item 1 (tariff item 9), for example 60 points, that is RSD 10,800 plus VAT, for an amount from RSD 600,001 to 2,500,000. For smaller amounts neither certification nor solemnisation is mandatory. If the parties want signature certification, tariff item 8 of the Notary Tariff (Javnobeležnička tarifa, "Sl. glasnik RS", No. 91/2014 ... 59/2025) provides 1 point per signature of an individual, and one point is worth RSD 180 excluding VAT. If the contract is drawn up as a notarial deed, the fee is calculated from the loan amount under tariff item 1 (for example 60 points up to RSD 600,000 and 100 points from RSD 600,001 to 2,500,000). A mortgage as security carries additional notary and cadastre registration costs. The loan itself is not income for the borrower and is not taxed. Interest received by a lender who is a private individual is capital income taxed at 15%. If the interest is paid by a private individual, the lender pays the tax by self-assessment; if it is paid by a company or sole trader, the payer withholds the tax (Art. 61, 64, 99 and 100a of the Personal Income Tax Act).
FAQ
Does a loan contract have to be certified by a notary?
It depends on the amount. A contract for a loan of money between private individuals of EUR 10,000 or more must be solemnised by a notary, who sends a certified copy to the Administration for the Prevention of Money Laundering (Art. 93 of the Law on Notaries, applicable since 5 December 2024). For smaller amounts, under the Law on Contracts and Torts a loan contract has no mandatory form. Signature certification confirms who signed the contract and when, so the borrower can hardly dispute the signature later. If the loan is secured by a mortgage, special form rules apply to the mortgage statement or mortgage contract.
What is the difference between ugovor o pozajmici and ugovor o zajmu novca?
Legally there is none. The Law on Contracts and Torts knows the loan contract (ugovor o zajmu, Art. 557 to 566), and pozajmica is the everyday name for the same contract. In companies, pozajmica usually refers to a loan between a founder and the company. A loan should not be confused with a loan for use (posluga), where the same item is returned rather than the same quantity of items.
How much interest can be agreed between private individuals?
Art. 399 of the Law on Contracts and Torts provides that the contractual interest rate between private individuals cannot exceed the rate paid at the place of performance on demand savings deposits. If a higher rate is agreed, the highest permitted rate applies. A usurious contract, in which someone exploits another's distress and agrees an obviously disproportionate benefit, is void under Art. 141. A clause on interest on interest is void as well (Art. 400).
How do I prove a loan if we have no written contract?
An oral loan is valid, but the burden of proof lies on the person claiming the money was given. Bank statements, messages and correspondence in which the debtor acknowledges the debt, a receipt and witnesses serve as evidence. Acknowledgement of the debt, for example by a written statement or a partial repayment, interrupts the limitation period (Art. 387).
What if the borrower does not return the money on time?
From the day of default, statutory default interest runs at the rate set by the Law on Default Interest (Zakon o zateznoj kamati). The lender can send a written reminder and then file a claim. If there is a promissory note or a notarial deed with a statement of consent to direct enforcement, enforcement can be sought without litigation. A notarial deed is an enforceable document if it sets out a specific obligation and contains the debtor's express statement that enforcement may be carried out directly on that basis once the obligation falls due. The same applies to a solemnised document containing such a statement (Art. 85 of the Law on Notaries).
Can a larger amount be lent in cash?
The Law on Contracts and Torts does not limit the amount of a loan between private individuals. However, the Law on the Prevention of Money Laundering and Terrorist Financing prohibits a private individual from receiving cash of EUR 10,000 or more in dinar equivalent under a loan contract. Such an amount must be paid into a bank account (Art. 46). A bank transfer is in any case more reliable evidence.
How does a founder's loan to their company (ugovor o pozajmici osnivača) work?
A founder can lend money to their company, for example a DOO, under the same rules as anyone else (Art. 557 of the Law on Contracts and Torts). A written contract is not a condition of validity, but it is needed for the books and to prove the money was a loan and not a capital contribution. Interest is not mandatory where the founder is a private individual. Where both founder and company are business entities, interest is owed even if not agreed (Art. 25 and 558). For the company the loan is a debt to the founder that must be repaid. A founder holding at least 25% is a related party, so the company reports the transaction separately in its tax return and documents the interest on an arm's length basis (Art. 59-61 of the Corporate Income Tax Act). Interest the company pays to a founder who is a private individual is taxed by withholding.