The Legal 500

Recently in Serbia, a set of laws governing the business operations of companies has been adopted. Among them the most important is the new Company Law, which came into force on 1 February 2012.

Dr Slobodan Doklestic Partner, Karanovic & Nikolic

The Serbian Labor Law was adopted in 2005 and thereafter has been amended twice – in 2005 and 2009. Although this law is in many aspects commendable, it seems that some of its solutions call for prompt modernization.  

I. Legislative reform in the field of public-private
partnership ............................................(Pg. 2)
II. Previous experience with PPP projects in
Serbia ...................................................(Pg. 2)
III. New regulatory framework ..................(Pg. 3)
IV. Challenges in the implementation of the new
PPP framework .......................................(Pg. 6)

In May 2011, the Serbian parliament adopted a new company law, which is scheduled to take effect on 1 February 2012 (hereinafter: the “New Company Law”). The new legislation will replace the current company law that has been in force since 2004 (hereinafter: the “Old Company Law”)

Since the beginning of 2010 the Commission for Protection of Competition has issued 25 clearance decisions on notification and five decisions in which it im-posed penalties for non-notification and premature implementation of concen-trations. Some of the commission's decisions issued on notifications are sum-marised below.

From 12 August 2010 the Serbian Business Registers Agency ("Agency") shall commence with implementation of a new business activities classification system for Serbian companies. The new classification system is set out in the Business Activities Classification Act ("Act"), adopted on 16 December 2009. The goal of the Act is to harmonise the classification of companies' activities in Serbia with that of the EU.

On 5th May, 2010 the Serbian Parliment enacted the new Law on Waters. The purpose behind legislative changes in this area was to harmonize the Serbian system of management of waters with the EU standards as well as with the national environmental legislation, to introduce a system of integral water management, and to generally adapt the existing regulations with the technical and other changes which occured in this area since the adoption of the old Law on Waters in 1991. In the energy sector, the new Law on Waters concerns energy producers which utilize public waters, such as primarily hydro-power plants and thermo-power plants. While the new Law on Waters retains the general licensing system for the use of public waters established under the old law, it introduces a certain level of liberalization and regulates the procedure for the issuance of these licenses in more detail.

A practical insight to cross-border Mergers and Acquisitions

The new draft Competition Law has recently been published by the Ministry of Trade. It features a number of novelties, the most significant one being the Competition Commission's ability to impose sanctions directly (up to 10% of annual turnover).

Recently we talked about what and which kinds of structures have to be constructed in order to transfer the right to the structure under construction. Purchase of a company or simulation of mortgage enforcement enable the desired transaction and/or acquisition of the structure under construction. It is not exactly what the investors like witnessing, but at least it does not prevent them from accomplishing their goal.

How to transfer the title to a construction project? Why the most simple sale of a construction project causes problems in practice? How shall we, at purchasing a construction project, acquire the rights arising from the building permit or obtain the building permit in our own name? What is the influence of „legal constructions“ on the transaction quality and necessity thereof due to non-existence and/or inconsistency of regulations?