Firm Profile > Karanovic & Partners > Belgrade, Serbia
Karanovic & Partners Offices
Karanovic & Partners > The Legal 500 Rankings
Banking and finance Tier 1
Karanovic & Partners's 'team is experienced, professional and can handle the most complex legal deals'. Darko Jovanović led advice to Société Générale Srbija on the acquisition of a portfolio of banking products of Jubanka ad Beograd; Maja Jovančević Šetka 'does a great job', Katarina Gudurić was made partner and Mina Srećković is a key associate.
Karanovic & Partners is regularly engaged in large transactions in Serbia and the region. Alongside lead international counsel White & Case LLP, the team advised PPF Group, a Czech investment firm, on the €2.8bn acquisition of Telenor’s assets in Central and Eastern Europe. It also acted for American pharmaceutical corporation Pfizer on the corporate restructuring of its business in Serbia and assisted DDM Group, a multinational investor and manager of distressed assets, with the acquisition of the Serbian subsidiary of Heta Group and its NPL portfolio. Dragan Karanovic, Miloš Vučković and Marjan Poljak are the highly rated senior partners. Miloš Jakovljević, Ivan Nonković and Goran Radosevic are also key members.
Competition Tier 1
Karanovic & Partners is highly rated in the market for its expertise in merger notifications, compliance matters and antitrust investigations. Rastko Petaković is a senior partner who advises on complex antitrust matters and Bojan Vučković is another key contact; Bojana Miljanović and Veljko Smiljanić are experienced senior associates.
Dispute resolution Tier 1
Karanovic & Partners's 'highly professional team is responsive and understands business'. The practice includes construction and M&A disputes, arbitration, maritime and road transport cases, as well as bankruptcy. Milan Lazić represents the Republic of Serbia in several investment disputes involving the mining, sugar industry and waste management sectors, Ivana Dišović was made partner, and the key senior associates are Aleksandar Novaković, who 'thoroughly grasps the issues', and Milica Savić.
Employment Tier 1
Karanovic & Partners handles a wide range of employment law matters, from day-to-day employment issues to contentious and complex matters. Senior associate Milena Jakšić Papac heads the employment practice group; she advises L'Oréal, one of the world’s largest cosmetics and beauty companies, on employment law issues.
Projects and energy Tier 1
Karanovic & Partners advises on projects in the electricity, renewables and oil and gas sectors, including the construction of power plants, power purchase agreements, energy trading, mining issues, and public procurement. It advised Elicio, a Belgian renewable energy group, on the financing of a wind park. Miloš Vučković is department head; Petar Mitrović was promoted to partner and co-ordinates the regional energy practice.
Real estate and construction Tier 1
Karanovic & Partners's real estate team is led by Dragan Karanovic. Its experience includes property company investments, inner city regeneration, infrastructure, mining and energy-related real estate projects. The practice advises Africa Israel Investments, an international real estate development and investment company, on real estate development and projects in Belgrade. Senior associate Ana Luković has extensive real estate law experience.
Intellectual property Tier 2
Karanovic & Partners's Dragomir Kojić heads the firm's regional IP practice; he advises on complex IP matters as well as on related pharmaceutical, data protection, labelling and advertising issues. The team acts for Microsoft on the protection of its copyrights. Relja Mirkov is an experienced senior associate.
Karanovic & Partners > Firm Profile
Who we are
We are a regional legal practice in Southeast Europe with tradition spanning two decades and cooperating offices in Serbia, Croatia, Slovenia, Montenegro, Macedonia and Bosnia and Herzegovina. With more than 100 attorneys at law cooperating across the region, we take pride in our work, dedication and understanding of our client’s industries and needs.
What we do
We work with some of the most respected and reputable businesses in the world, banks, as well as governments, state-owned entities, startups and NGOs. We see our clients as long-term partners. We focus on straightforward solutions and tailor-made advice. Lawyers cooperating with us are fully immersed in our clients’ culture and industry to ensure that the work is delivered intelligently and reliably.
What sets us apart
For us, excellence is a must. We are reliable, adaptive and fast, operating under the “one team” principle, and combining our regional reach and local know-how to deliver coordinated legal advice necessary for achieving our clients’ goals
|Banking and Finance||Darko Jovanovićfirstname.lastname@example.org||+381 11 3094 200|
|Banking and Finance||Maja Jovančević-Setkaemail@example.com||+381 11 3094 200|
|Corporate & Commercial||Marjan Poljakfirstname.lastname@example.org||+381 11 3094 200|
|Competition||Rastko Petakovićemail@example.com||+381 11 3094 200|
|Corporate & Commercial||Dragan Karanovićfirstname.lastname@example.org||+381 11 3094 200|
|Dispute Resolution||Milan Lazićemail@example.com||+381 11 3094 200|
|Employment||Milena Jakšić Papacfirstname.lastname@example.org||+381 11 3094 200|
|Energy and Infrastructure||Miloš Vučkovićemail@example.com||+381 11 3094 200|
|Intellectual Property||Dragomir Kojićfirstname.lastname@example.org||+381 11 3094 200|
|Real Estate||Ana Lukovićemail@example.com||+381 11 3094 200|
|Tax||Branimir Rajšićfirstname.lastname@example.org||+381 11 3094 200|
|Ms Patricia Gannon||View Profile|
|Ms Maja Jovančević Šetka||View Profile|
|Mr Darko Jovanović||View Profile|
|Mr Dragan Karanović||View Profile|
|Mr Dragomir Kojić||View Profile|
|Mr Milan Lazić||View Profile|
|Mr Dejan Nikolić||View Profile|
|Mr Rastko Petaković||View Profile|
|Mr Marjan Poljak||View Profile|
|Mr Miloš Vučković||View Profile|
Staff FiguresFee Earners : 112
LanguagesBosnian Croatian English German Macedonian Serbian Slovenian Italian French Russian
MembershipsWorld Services Group International Bar Association Multilaw Nextlaw
OtherCooperating law offices : Banja Luka* Cooperating law offices : Ljubljana* Cooperating law offices : Podgorica* Cooperating law offices : Sarajevo* Cooperating law offices : Skopje* Cooperating law offices : Zagreb*
A leader on the car industry market, the German company ZF opens its factory in Pančevo within the first phase of the EUR 160 million investment. The factory will start producing machines, generators for hybrid and electric drives, gearshift switches and microswitches in the first half of June.
Mid Europa Partners, the leading private equity investor in Central and Eastern Europe, announced today the agreement to sell its shares in Knjaz Miloš to a joint venture between Karlovarské Minerální Vody (KMV) and PepsiCo, Inc. (PepsiCo). The transaction is currently subject to customary regulatory approval and is expected to close in Q3 2019.
We are proud to announce that Karanovic & Partners is the 2019 winner of the prestigious Law Firm of the Year award, in the Eastern Europe and the Balkans category. This is the third time that Karanovic & Partners is selected among some of the best law firms in Europe to take home this renowned accolade, awarded by The Lawyer Magazine.
We are proud to announce that Karanovic & Partners has once again been top-ranked on the most recent Chambers Global leading law firm listing. The 2019 Chambers Global guide highlights the Corporate & Commercial practice group in the jurisdictions of Montenegro and Serbia as belonging to band 1.
After winning the Deal of the Year Award in 2018, Karanovic & Partners is this year once again in the finals for this prestigious accolade – this time with 5 deals and in 5 jurisdictions. Organized by the renowned CEE Legal Matters magazine, these awards are a way of recognizing the biggest and most important deals by law firms in Central and Eastern European jurisdictions.
Coca-Cola HBC announced the agreement to acquire Bambi, the leading Serbian biscuit and confectionary maker, from Mid Europa Partners, the leading private equity investor in Central and Eastern Europe. Karanovic & Partners, working together with White & Case and KPMG, advised Mid Europa Partners in this transaction – which is now subject to customary competition authority clearance and is expected to close in the second quarter of 2019.
Karanović & Partners is pleased to announce that Milorad Gajić, Andrej Jelenković, Mina Srećković, Amina Đugum and Lejla Popara, have been named Senior Associates.* These talented individuals have established themselves as key members of our team, and their promotion reflects their professionalism, as well as exemplary service to clients.
Karanovic & Partners is proud to support Epic Games in their acquisition of 3Lateral, the leading developer of digital humans technology and creative content.
After a long, complex and nation-wide discussion, on 9 January 2019, the Macedonian Parliament introduced stricter rules for obtaining exploitation concessions. Effective immediately, the novelties from the Minerals Law target potentially new mines, and they came as a result of the broad interest shown during the last couple of years concerning the environmental effects of the mining sector, expressed by rallies, local referendums, constitutional challenges and various debates.
Zijin Mining, one of China's biggest gold producers and the second biggest producer of copper ore, became a major shareholder of the Serbia's sole copper complex RTB Bor. The Chinese company pledged to invest USD 1.46 billion in return for a 63% stake.
Karanovic & Partners advised Zijin Mining in this privatisation procedure. The services performed by the Karanovic & Partners legal team – led by Senior Partner Miloš Vučković and Partner Ivan Nonković, included legal advisory, a due diligence of RTB Bor, the review, analysis and negotiations of the transaction documents, as well as assistance in the privatisation process.
Copper ore has been excavated and melted for more than 100 years in RTB Bor, which contributes 0.8% to the country's GDP.
Zijin Mining Group Company Limited is a leading a Chinese gold, copper and non-ferrous metals producer and refine. The company employs more than 17 thousand workers in nine countries, and last year it was the 22nd most valuable mining company in the world. Zijin's annual operating income amounts to EUR 10 billion, with net profits exceeding EUR 230 million.
Zijin has pledged that it would keep all 5,000 workers currently employed in RTB Bor.
* Independent attorney at law in cooperation with Karanović & Nikolić.
We are honoured and delighted to announce that Karanovic & Partners won the Stanton Chase Talent Management Award in the Most Innovative Locally Developed Talent Programme category. These prestigious accolades are organized by Stanton Chase, the leading international retained executive search and consulting firm and are now in their fifth year.
The Government of the Republic of Serbia extended the validity of the Decree on Incentive Measures for the Production of Electric Energy from Renewable Energy Sources and High-efficiency Cogeneration of Electric Energy and Thermal Energy (Decree) until the end of 2019. It was initially valid until the end of 2018.
Zijin Mining, one of China's biggest gold producers and the second biggest producer of copper ore, won the tender to become a strategic partner in Serbia's sole copper complex RTB Bor. The Chinese company pledged to invest USD 1.46 billion in return for a 63% stake.
Karanovic & Partners advised Zijin Mining in this privatisation procedure. The services performed by the Karanovic & Partners legal team – led by Senior Partner Miloš Vučkovićand Partner ⃰ Ivan Nonković, included legal advisory, a due diligence of RTB Bor, the review and analysis of the transaction documents, as well as assistance in the privatisation process.
Copper ore has been excavated and melted for more than 100 years in RTB Bor, which contributes 0.8% to the country's GDP.
Currently mining contributes 0.9 to 1% of Serbia's GDP, however, the aim is to raise this amount to 5%. By itself, RTB Bor.
Zijin Mining Group Company Limited is a leading a Chinese gold, copper and non-ferrous metals producer and refine. The company employs more than 17 thousand workers in nine countries, and last year it was the 22nd most valuable mining company in the world. Zijin's annual operating income amounts to EUR 10 billion, with net profits exceeding EUR 230 million.
Zijin has pledged that it would keep all 5,000 workers currently employed in RTB Bor.
⃰ Independent attorney at law in cooperation with Karanović & Nikolić.
We are proud to announce that Karanovic & Partners won the Euromoney Real Estate Survey in the Advisors and Consultants category for the second year in a row! Karanovic & Partners was once again chosen as the Number One Legal Service provider in Serbia in the Real Estate industry.
"It is truly a privilege to be honored with this award for the second time. This recognition attests Karanovic & Partners's commitment to outstanding client service, as well as the expertise and professionalism of our Real Estate team", said Rastko Petaković, the Managing Partner at Karanovic & Partners.
The Euromoney Real Estate Survey canvasses the opinions of the leading firms involved in the real estate sector worldwide – the advisors, developers, investment managers, banks, and corporate end-users of real estate are all invited to take part. These awards, now into their 14th year, are a way of recognising the leading providers of real estate products and services.
The renowned Euromoney magazine was created in 1969, originally to cover the re-emergence of the international cross-border capital markets. Today, their specialised journalists bring an authoritative round up of banking, capital markets, investment, foreign exchange & treasury, and regional markets including Asia, Latin America, and EMEA.
The beginning of the summer brought amendments to several employment-related laws. The most notable changes are presented below:The Law on the Employment of Foreigners
- The duration of the labour market test - The labour market test within the work-permit acquisition process (through which the National Employment Service examines whether there are any Serbian citizens suitable for the vacant position), is shortened to 10 days, having previously lasted one month. This amendment is expected to expedite the procedure of issuing work permits.
- A new type of work permit is introduced - the temporary work permit. This permit may be issued in cases of national interest or for the purpose of fulfilling Serbia's international obligations. In this case, the labour market test may even last less than 10 days, upon the Minister of Labour's decision. The temporary work permit may be issued with consent from the Minister of Interior to a foreigner who applied for a temporary residence permit, with a validity period of up to 45 days.
The Serbian Parliament adopted amendments to the Serbian Company Law (Law) on 8 June 2018, and they were published in the official journal on the same date.
Following a tip, the Serbian Competition Commission (the "Commission") recently started investigating the business relationship between GR Sport and Polanik, a Polish company, concerning an alleged infringement of competition – the conclusion of a restrictive agreement which was not notified for prior exemption under the applicable legal framework.
Rastko Petaković, managing partner at Karanović & Nikolić, held a presentation of the latest private equity trends CEE region on the 2018 Balkans M&A and Private Equity Forum. Organized by Mergermarket, a leading media company that provides specialist news, research, analysis and data on financial markets, this is the second year this conference was held in Belgrade.
We are pleased to announce that Karanović & Nikolić has won the 2017 Deal of the Year Award for Serbia for the EBRD and IFC financing of Vetrolektrane Balkana - Čibuk 1 Windfarm. Organized by the renowned CEE Legal Matters magazine, this is the first year that these awards were held and they are a way of recognizing the biggest and most important deals by leading law firms in Central and Eastern European jurisdictions.
In March 2018, the new Serbian Law on Foreigners was adopted, replacing the 2008 version of this law- in force until recently without any amendments. The new law will enter into force on 3 October 2018.
On 20 April 2018, the amendments to the Law on Foreign Exchange (the “Law”) were adopted and will enter into force on 28 April 2018. Exceptionally, the application of certain provisions related to the assuming of competencies over foreign exchange control by the National Bank of Serbia is delayed until 1 January 2019.
Artificial intelligence is a burning topic in many sectors today and the legal industry is no exception. Recently, at the World Services Group’s annual employment law conference held in February, AI was heavily debated along with its’ impact not only on the legal profession, lawyers, clients, the way business is done, but also our traditional understanding of concepts such as “law” or “justice”.
As of recently, state aid control is a part of the Montenegrin Competition Agency's (the "Agency") scope of authority. The Montenegrin Parliament enacted a new State Aid Control Law (the "State Aid Law"), largely aligned with the EU legal framework - especially with Articles 107 and 108 of the TFEU. In the institutional sense, the new law grants the Agency the competence for reviewing state aid, since the former State Aid Commission was not considered a sufficiently operationally-independent authority - which represented an issue in Montenegro's EU accession negotiations (Chapter 8).
We are proud to announce that Karanović & Nikolić and its cooperating lawyers have once again been recognized as a top tier legal practice on the 2018 Legal 500 list of leading law firms. This prestigious UK-based directory provides comprehensive worldwide coverage on recommended law firms.
With record breaking attendance this year, Karanović & Nikolić continued its traditional support to the Belgrade pre-moot and X Belgrade Arbitration conference, organized by the University of Belgrade, Faculty of Law.
Karanović & Nikolić, together with White & Case as lead international counsel, advised PPF Group, the Czech investment firm, on the EUR 2.8 billion acquisition of Telenor's assets in Central and Eastern Europe. The transaction includes the Norwegian telecoms firm's mobile operations in Bulgaria, Hungary, Montenegro and Serbia, as well as the technology service provider Telenor Common Operation. The transaction requires necessary regulatory approval and is expected to be completed within Q3 2018.
Maja Jovančević Šetka, partner ⃰ at Karanović & Nikolić's Banking & Finance practice group, held a presentation titled "Risk Participation Agreement – Collateral or Derivative, Implementation of the Law on Foreign Exchange Operations" at a symposium for lawyers in Serbian banks. Organised by the Association of Serbian Banks, the conference was held at Lake Palić in Serbia, on the 8th and 9th of March, under the title "The Status of Banks and Legal Protection".
Tamara Bubalo, Associate in Karanović & Nikolić's Intellectual Property practice group, held a presentation on 5 March at the "Intellectual Property in Serbia" conference. Organized by the European Law Students Association (ELSA) as part of the "IP Law in Serbia" project, the event was held at the University of Belgrade, Faculty of Law< premises and was attended by more than 140 eminent legal and business professionals and students.
On 21 March, Karanović & Nikolić held its traditional student workshop titled “Managing Emotions in Labour Disputes – More than Law”. The event was organised in cooperation with the University of Belgrade, Faculty of Law.
We are proud to announce that Karanović & Nikolić has once again emerged on top of the rankings on the most recent list of leading European law firms – the prestigious Chambers Europe 2018. This year's edition of the Chambers Europe has highlighted seven different practice areas within the Karanović & Nikolić legal practice and cooperating offices as belonging to top tier level – Corporate/Commercial, Banking & Finance, Competition/Antitrust, Dispute Resolution, Employment, Energy and Real Estate.
Alltech - a leading global animal and crop nutrition company, sold its baking yeast factory in Senta, in northern Serbia, to Lesaffre - a leading global baking yeast and fermented products company. The acquired factory will continue to produce baker's yeast for the Serbian market and yeast extracts for the food and animal feed industries. The transaction is in line with Alltech's continued focus on its core business in animal and crop nutrition.
The Serbian Competition Commission (the "Commission") recently fined four undertakings for bid rigging in the public procurement for the maintenance of train wagons. The contracting authority, the "Nikola Tesla" power plant, which represents the largest electricity-producing complex in Serbia, informed the Commission about possible collusion in public procurement for repair services for the train wagons it uses in coal transportation.
After winning the Law Firm of the Year awards in 2014 and 2017, Karanović & Nikolić is once again a finalist for this prestigious recognition. The awards, now in their ninth year, are organised by The Lawyer, a prestigious British weekly magazine for lawyers and in house counsel. According to the organisers, this year's contest is particularly fierce.
Karanović & Nikolić is pleased to welcome Marko Ketler as its new Senior Partner, as well as Ivan Nonković, Goran Radošević, Ivana Dišović, Katarina Gudurić, Jaka Simončič and Petar Mitrović who have been named Partner. We are proud to announce the promotion of these attorneys at law cooperating with Karanović & Nikolić who have demonstrated their utmost professional excellence and in such a way contributed to strengthening our international practice and furthering the legal network’s reputation as a regional legal powerhouse.
The national competition authorities in South Eastern Europe are evidently increasing and strengthening their cross-border cooperation and communication, allowing for a more effective regional approach in the protection of competition. Taking into account common challenges and economic interdependence, as well as similar goals in EU integration, the authorities appear to have recognized significant merit in a broader regional framework for competition enforcement.
Karanović & Nikolić advised on Societe Generale Srbija's acquisition of a part of Jubanka's credit portfolio – which included housing and cash credits, credit cards, as well as credits for small and medium-sized enterprises. Societe Generale Srbija is now the third largest bank in Serbia in terms of credit volume.
Ever since the latest Law on Enforcement and Security entered into force on the 1st of July, 2016, an issue arose over the wording and scope of Article 48, dealing with how creditors acquiring claims can initiate enforcement. The main idea behind this new law was to make it easier for creditors to collect claims.
Hungary's OTP Bank bought Vojvođanska Banka, as well as NGB Leasing and the National Bank of Greece's corporate loan portfolio in Serbia. This is one of the biggest recent banking transactions in the region and it was closed on Friday, the 1st of December in Belgrade. Karanović & Nikolić advised the buyer – OTP Bank, one of the leading banks in Central and Eastern Europe, throughout all of the stages of the acquisition process.
Karanović & Nikolić hosted the "Empowering Students to Enter the Workplace" HR conference, held on the 30th of November in Belgrade, Serbia. The event was organised in cooperation with Stanton Chase, one of the top 10 global retained executive search firms, and the guests and panellists included leading professionals in the field of human resources, as well as employment law experts.
Karanović & Nikolić, together with the Friedrich Naumann Foundation for Freedom, hosted the th of November, 2017, at the Metropol Palace hotel, Belgrade. The conference represents a traditional yearly gathering of experts from the business and legal community, as well as key regulators and stakeholders, to discuss the most important issues and practical implications in field of competition law.
The National Employment Service changed its years-long practice regarding the extension of work permits for persons on secondment.
In particular, pursuant to Article 19 of the Law on the Employment of foreigners, work permits based on secondment are obtained for a period of the duration of an agreement between the local employer - who is the service user, and a foreign employer, but no longer than for one year. Exceptionally, a work permit for a seconded person can be issued for a longer period in case the employee is seconded from a country with which the Republic of Serbia has concluded a secondment related bilateral convention.
The Slovenian National Assembly adopted the Class Action Law, which will implement an important institute to the Slovenian legal system, i.e. mechanism of class action. This mechanism is already applied in the UK, Belgium, Netherlands and Sweden, but is yet to be implemented in numerous EU member states. The new mechanism of class action will provide for the injured parties, both natural and legal persons, to file a compensation claim in case of mass harm situations. Besides a collective action for compensation, the law also provides for the possibility to file a collective action for the cessation of illegal behaviour against the infringers, as well as the procedure of collective settlement in case of mass harm events. The law will come into force on the 21st of October, 2017, while it will apply with effect from the 21st of April, 2018.
Karanović & Nikolić advised in the signing of the biggest PPP project in Serbia for the landfill remediation and development of the waste treatment facility in Belgrade, Vinča. The Belgrade Secretariat for Environmental Protection, the company "Beočista Energija" and the French-Japanese consortium, SUEZ Groupе - I-Environment Investments limited, signed a public-private partnership for the financing, construction, operation and maintenance of the waste management treatment and disposal centre in Serbia.
Karanović & Nikolić advised AmSpec on the acquisition of Agri Services doo - an inspection and testing company serving the Agricultural and Petroleum market in the Danube region from their locations in Serbia and Hungary. The acquisition of Agri Services shows AmSpec's continued expansion into the Agri-market and is yet another strategic step for the company, as it maintains its focus on expanding its global service network.
We have seen emerging markets in Central and Eastern Europe opening up and developing quite quickly. Some of them have done so through their ascension to the European Union, and others by organising their legislation in accordance with European standards, opening up borders, having foreign investors come in, as well as putting in place free trade agreements and investment incentives.
On the 22nd of July, 2017, the Law on Actions for Damages for Competition Law Infringements came into force in Croatia (the "Law"), implementing the EU Damages Directive. Even though the existing Competition Law provides for the possibility of private enforcement in a relatively general manner, private claims for damages suffered from antitrust breaches have been underdeveloped and rarely utilised in Croatia (and in the rest of the region).
Karanović & Nikolić, in cooperation with the global law firm Weil, Gotshal & Manges LLP, advised OTP Bank – one of the leading banks in Central and Eastern Europe, on the acquisition of Vojvođanska Banka. The National Bank of Greece signed an agreement to sell its Vojvođanska Banka unit in Serbia and NGB Leasing, as well as its corporate loan portfolio in Serbia to Hungary's OTP Bank, for 125 million euros.
Karanović & Nikolić advised River Styxx Capital on the acquisition of Telenor Banka. The companies signed an agreement by which the Bulgaria-based investment fund will acquire 85% of Telenor's shares in the Serbian online bank. Under this agreement of strategic partnership, the Norwegian telecommunications group will keep 15% of its shares in Telenor Banka.
On the 8th of June, 2017, the Court of Justice of the European Union (CJEU) reached an important decision in the case Medisanus d.o.o. v General Hospital Murska Sobota (C-296/15) concerning public procurement procedures. The judgement is relevant from both the procedural aspect - since the National Review Commission (DKOM) was acknowledged for the first time as a “national court” for the purposes of Article 267 of the Treaty on the Functioning of the European Union (TFEU), as well as from the substantive point of view – due to the emphasis on the principle of equal treatment and the prohibition of discrimination within public procurement procedures.
Croatian Competition Agency Found No Abuse Of Dominant Position By An Authorised Dealer Of Land Rove
The Croatian Competition Agency (the "Agency") initiated proceedings against Grand Auto – an authorised dealer of Land Rover and Jaguar cars for Croatia, after an initiative by the Auto Dealership "Karlo", a former authorised repairer of the said cars for Croatia. The proceedings were initiated in order to establish whether an abuse of a dominant position, in the provision of repair and maintenance services for the car-makes Land Rover and Jaguar, occurred on the territory of the Republic of Croatia. In March 2017, the Agency closed the proceedings by reaching a non-infringement decision.
The turmoil within the Croatian retail company Agrokor, which owns Mercator, the largest Slovenian retailer, caused a significant stir in the Slovenian public, with the suppliers and especially in politics. The response of the Slovenian Government – with which additional measures for the protection of Mercator as a company of systemic importance are being established is also the Act on Conditions of Appointment of Associate Member of the Management Board in the Companies of Systemic Importance for the Republic of Slovenia. The Act was adopted by the Parliament on the 25th of April, 2017. It will become valid immediately on the day following its adoption.
Competition authority imposes fines on ViktoriaOil and Vital, the leading producers of cooking oil in Serbia. The authority stated in its decision that the two companies entered into a joint production agreement that featured restrictive provisions. In particular, the authority claims that the provisions effected the exchange of information and joint production and sales in a way that led to increased prices to end consumers. The authority has engaged in a detailed analysis of the effects on price using regression analysis and other econometric tools on this market with perfect substitutes.
VictoriaOil and Vital are fined approximately EUR 186,297 and EUR 64,799, respectively, which amounts to 0.33% of the total annual turnover realised in Serbia in 2014 by each of the companies. The two companies will now have the opportunity to challenge the Competition Commission's decision before the Administrative court - acting as the second instance court in anti-trust cases.
As a reminder, in accordance with Article 10 of the Serbian Competition Law, restrictive agreements are agreements between undertakings, which have as their object or effect the significant prevention, restriction or distortion of competition within the territory of the Republic of Serbia. Restrictive agreements can take various forms, written and oral, and may yield fines of up to 10% of the turnover realised on the Serbian market in the year preceding the initiation of proceedings.
The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.
For several years now, a leniency model exists in Macedonia and it is shaped in line with the EU leniency model. Nevertheless, the Macedonian Competition Commission ("Commission") decided to refine the existing rules (contained in the Law on Protection of Competition and the accompanying Leniency Regulation) by recently adopting the Leniency Guidelines ("Guidelines").
Following a four month-long Phase II investigation, the Serbian Competition Commission granted conditional clearance to SBB's takeover of IKOM. This consolidation of leading cable operators in Belgrade represents a landmark case for the Serbian authority and is related to global trends in consolidation of cable network operators, which fosters the investments necessary for improvements to network infrastructure and competition with IPTV, OTT and satellite content providers. The merger provided an opportunity for the Commission to investigate the workings of the Serbian telecom sector in detail, especially in relation to fixed telephony, broadband Internet and the distribution of media content.
In March 2017, the Montenegrin Agency for the Protection of Competition carried out an unannounced inspection (dawn raid) at the business premises of Sava Trans d.o.o. Cetinje, a company engaged in freight transport, in order to collect data necessary for undertaking further actions carried out by the Agency. In its public statement, the Agency stated that the dawn raid was conducted fully in line with the Law on the Protection of Competition, whereas the raided company showed a high degree of cooperation.
Resale price maintenance and price-fixing has been and still is under scrutiny by the Croatian Competition Agency (the "Agency"). Carrying on from a number of high-profile cases, in February 2017 the Agency fined Gorenje Zagreb, a subsidiary of Slovenia's premier manufacturer of household appliances for HRK 1,557,000 (approximately EUR 206,000).
The Lawyer Magazine, a weekly British magazine for top Commercial Lawyers and In-House Counsel, has named Karanović & Nikolić law firm of the year for Eastern Europe and the Balkans during their annual European Awards ceremony on March 16, 2017 in London. The awards, now in their eighth year, were the first initiative of their kind to reward and celebrate excellence across the European legal market. This year the Awards focused on and recognised the growing importance of cross-border instructions to firms across the continent.
We are pleased to announce that Karanović & Nikolić team has supported the European Fund for Southeast Europe (EFSE) in a recently closed extension of the investment portfolio of EFSE to UniCredit Bank Serbia. The transaction involved new EUR 20 million financing of UniCredit Bank Serbia, which will serve to finance housing loans for private households in Serbia.
After having prepared the first draft of the new data protection law back in 2014 (which was ignored by the Government in the meantime, and even dismissed by the Ministry of Justice's introduction of a separate draft law in 2015), the Serbian Data Protection Commissioner ("Commissionaire")1 published the second draft of the new law on March 6th, 2017 ("Draft"). As announced by the Commissioner, the new Draft was necessary in order to address the deficiencies of the existing Law on Personal Data Protection and in order to harmonize the law with EU legislation, particularly with the newly enacted General Data Protection Regulation.
Amending the Labour law in July 2014 raised some arguable and sensitive issues regarding termination of the employment contract when employee's behaviour represents criminal act. In fact, it was the employer who decided if an employee's behaviour represent a criminal act. This is why the Constitutional Court found it important to define (i) if an employer competent and authorized to decide if certain behaviour is a criminal act and (ii) if termination on this ground is in breach of the presumption of innocence.
Karanović & Nikolić is pleased to announce that we, in cooperation with local lawyers, have been shortlisted by IFLR for "Deal of the Year" within the Project Finance category for our assistance in the SASA mine refinancing project in Macedonia.
Karanović & Nikolić employment team has assisted Shepherd and Wedderburn in the development of The European Employment Law Update for 2017.
European Employment Law Update for 2017 provides an overview of the vital reforms being introduced to European employment law over the next year, including areas such as seconding employees, increased protections for whistleblowers, and legislation changes related to increased work-life balance. Key considerations related to traditional employment areas such as increases to the minimum wage and unfair dismissal are also assessed.
The European Commission has opened an in-depth merger investigation into the planned acquisition of Cemex Croatia by Duna-Drava Cement ('DDC'). Registered in Hungary, DDC is jointly controlled by German construction material producers HeidelbergCement and Schwenk. DDC inter alia operates a cement plant in Kakanj, Bosnia and Herzegovina. Cemex Croatia, an arm of the international cement heavyweight Cemex, controls three cement plants in the Croatian coastal city of Split.
Latest news reports are informing us that the European Energy Community (EC) went back on their threats of suspending Serbia's membership, after a series of fruitful negotiations between EC's representatives and the Serbian Ministry of Energy. The agreement which allowed for this development stipulates that Serbia has accepted the plan of action regarding the restructuring of Srbijagas, at the same time complying with the requirements of the Third Energy Package. On 11 October, the Serbian government issued a decree that is binding all gas companies to act according to the agreement in question, while also outlining that the Ministry of Energy will regularly be reporting on related activities to the Community as part of a fully transparent process of cooperation.
Recent media reports have informed us that the European Commission has issued an official charge sheet accusing Google of an abuse of dominance concerning its Android mobile operating system and contracts with smartphone producers and telecom operators. The European Commission considers Google dominant in the markets for general internet search services, licensable smart mobile operating systems and app stores for the Android mobile operating system. This is not the first time the Commission has been looking into Google's operations through an antitrust lens. The company has already faced heavy scrutiny concerning its search engine and treatment of competing shopping services and advertisements.
The Serbian Minister of Finance issued the Rulebook on the Manner and Procedure of Delivering and the Content of the Tax Administration's Notification on Commencement or Finalization of Tax Audit ("Rulebook").
This article is originaly published in IBA International Real Estate News.
During 2015, one major acquisition of real estate property occurred in the Serbian real estate market. What happened was that a major international bank purchased over 8,000 sqm of space in two office buildings located in the Serbian capital, Belgrade. In fact, the buyer only acquired the parts of the buildings, while it already owned a significant part of this property. The purpose of the purchase was to localise the bank's management in Serbia in one place. The deal was completed by the end of 2015 after long negotiations with the sellers – four companies that are incorporated in Serbia with the sound of champagne popping. However, just as the party was warming up and the bank's employees were about to settle down in the newly purchased premises, an unprecedented event occurred – the kind of an event which may have long-term consequences for real estate acquisitions throughout the Balkans region.
We are pleased to announce that Karanović & Nikolić team, together with Freshfields Bruckhaus Deringer, has supported UniCredit S.p.A. (Italy) in a recently closed take-over of the CEE business of UniCredit Bank Austria AG including shareholdings in 13 banks in Southern Europe and CEE as well as a relevant loan portfolio. Freshfields and Fellner Wratzfeld & Partner were the lead advisors on the transaction, while Karanović & Nikolić acted as the local advisor in Serbia and (through its corresponding law offices) in Croatia and Slovenia.
To the untrained eye, technology and the judiciary sector may seem rather far apart. IT is ever changing and dynamic, while courts are by design deliberate and slow. However, even the most resistant institutions are not immune to change; Serbian courts now appear to be further steps towards incorporating new technology for the ultimate goal of greater efficiency.
Montenegrin Parliament adopted the amendments to the Corporate Income Tax Law ("CIT Law") and Value Added Tax Law ("VAT Law"). Below is a brief description of the main amendments.
Karanović & Nikolić provided complete legal support to Affidea, a largest European medical service provider with respect to opening the first foreign hospital located in Belgrade. Our services consisted of extensive regulatory and corporate advice related to formation and start of operations of Affidea`s first hospital in Serbia.
After a remarkable year in both merger control and antitrust, the Serbian Competition Commission (the "") is already starting to look ahead. The announcements made on the Commission's website during November and December of this year suggest that the Commission's focus in the year ahead will be directed at several industries in particular.
The Serbian Parliament has recently adopted amendments to the Criminal Code. The amendments include a significant overhaul of the legal framework for white collar crimes, touching upon the rules relevant for antitrust enforcement as well.
Near the tail-end of 2016, the Serbian Competition Commission initiated an investigation for an alleged competition infringement that took place in June of the same year. The infringement involved a failure to notify a merger for mandatory clearance. The transaction in question concerned an unreported acquisition of sole control on the IT market.
On 23 November 2016, the Serbian Parliament adopted amendments to the Criminal Code. Changes made include, among other, criminal offence of tax avoidance. Prosecution of tax avoidance was a matter of much controversy in the recent practice, and some of the changes made by the latest amendments are aimed to address these controversies. Though generally welcome, the scope of changes made are unlikely to bring significant improvements in the prosecution of tax avoidance.
Karanović & Nikolić is pleased to announce that Rastko Petaković has been elected as Managing Partner. Rastko takes over the firm's leading position from Dejan Nikolić who served as Managing Partner until 2016. Rastko's dedication and energy was evident from the beginning of his career when he joined the firm as a legal trainee back in 2005. He led in the development of the firm's corporate, competition and M&A practices and acted on major M&A deals and ground breaking antitrust cases. In 2009 and 2010 he has acted as lead counsel in two of the largest antitrust cases to date in the SEE region. More recently, in 2014 and 2015 he acted as lead local counsel in regional deals totalling EUR 4 billion.
Rastko's career enabled him to emerge as a highly competent lawyer who, in addition to his expert knowledge of the law, brings innovative and modern ideas that contribute to Karanović & Nikolić being a market leader in the SEE region. His track record in expanding the firm's network across the region demonstrated his vision and leadership, and most importantly, the perseverance to deliver on the vision and goals he sets for his clients and the firm.
In 2015 Rastko was selected as the winner of the 2015 European Emerging Leaders Awards by M&A Advisor.
Commenting on his appointment, Rastko said: "I'm honoured and privileged to be elected as Managing Partner. These are exciting times for the firm and our clients and we plan to work with them closely to help them achieve their goals and use every opportunity that this region offers. We thank Dejan for his strong leadership and vision."
Dejan Nikolić comments: "Karanović & Nikolić recognises true virtue, and potential. Rastko not only embodies these qualities but also consistently employs both his excellent organisational skills and his admirable dedication to client care, helping us sustain our reputable status in the market. He has been a fantastic role model to our younger associates and has continuously proven his vast capabilities. We are all excited to see where his fresh and bold energy and leadership will take us."
For more information please contact Alexandra Yoshida,
email@example.com, on +381 11 3094 200.
The Law on Financial Operations
On the 30th of December 2016, the application of the Law on Financial Operations (Law) will commence in the Federation of Bosnia and Herzegovina. The Law is intended to ensure the proper functioning of the internal market by introducing adequate and systematic risk management measures and solvency measures, as well as to promote the competitiveness of local commercial enterprises by legislating a culture of prompt payment.
Advertising in the Federation of Bosnia & Hercegovina is regulated through a series of laws and regulations (example: Law on Consumer Protection of BiH, Law on Media, Law on Medical Products etc.), but with the new Law on Prohibited Advertising (Official Gazette of FBiH 101 / 16, the "Law"), which entered into force on 31.12.2016, the control of illegal advertising is regulated, with regards to the relations between merchants, which in the Law on Consumer Protection of BiH remained open. By doing so, the protection of merchants from illegal advertising and the process of protection are regulated, additionally, the forms of prohibited advertising are established, which are misleading and prohibited comparative advertising.
At the end of 2016 the Serbian Parliament adopted changes to Serbian tax laws, introducing a number of important changes in the area of VAT, excise duties and general tax procedures. Amendments to the laws governing these areas were adopted at the very end of 2016 – on the 28th of December 2016.
The Competition Commission found that the company EPS Distribucija, the only operator of the electricity distribution network in Serbia, abused its dominant position in the market of electricity distribution in Serbia. The abuse consists of applying dissimilar conditions to equivalent transactions with trading parties, whereby some of those trading parties have been placed at a competitive disadvantage in comparison to their competitors. The abuse was the result of, amongst other things, a non-transparent business policy of EPS Distribucija.
Recent news bring us an update from the Energy Community (EC), whose latest report has outlined that Serbia has not resolved the key issue of non-compliance with the aquis – something that presents a continuous violation of obligations under the EC Treaty – by not completing the separation of Srbijagas and Yugorosgaz activities in accordance with the "Second Energy Package". The EC's report specifies that, in the reporting period, Serbia has in a way cancelled much of its prior efforts when it comes to the separation of these activities, effectively slowing down the process of harmonising secondary legislation. Furthermore, the EC has also requested Serbia to complete the transformation of its Electric Power Company into a joint-stock company by 1 July 2016 – another deadline that has been breached.
The leading private equity investor in Central and Eastern Europe Mid Europa Partners sold Bambi, the leading Serbian biscuit and confectionary maker, to Coca-Cola HBC. The sale was completed on 18 June, and Bambi, one of the most recognisable brands in Serbia, will continue its development under Coca-Cola HBC.
The Government of North Macedonia announced an open call for awarding a contract for the use of a feed-in premium for electricity produced in photovoltaic power plants (“PVPPs”) on state land in North Macedonia, with total installed capacity of 35 MW. Two locations are envisaged for construction of the PVPPs – Azambegovo (Sveti Nikole) and Manastirec (Makedonski Brod). Bidders can submit a bid for three PVPPs, at most, for the location of Azambegovo, as well as one PVPP on the location of Manastirec. The installed capacity of the PPVPs on the mentioned locations can be 10 MW, 5 MW, 2 MW and 1 MW depending on the parcel. The term of the contract for the use of a feed-in premium will be 15 years.
This article was written by Igor Angelovski and was originally published in Issue 6.2 of the CEE Legal Matters Magazine.
On 24 May, the Serbian Competition Commission fined the bus company Niš-Ekspres from Niš (“Niš-Ekspres”) for the abuse of dominant position in the amount of RSD 40,726,439 (app. EUR 345,000), which is 1.3% of the total turnover generated by Niš-ekspres in 2016.
The European Commission consistently emphasises the citizens’ rights and status in its hard Brexit preparations and contingency works. It appealed to EU Member Stats to take a generous approach towards the rights of UK citizens in the EU, given that the UK reciprocates such an approach. Therefore, in line with the Commission’s “no-deal” Contingency Action Plan, the Slovenian Government proposed and the Parliament adopted the Act regulating certain issues in the event of the withdrawal of the United Kingdom of Great Britain and Northern Ireland from European Union without an Agreement (ZUVIZK).
We are proud to announce that Karanovic & Partners is the 2019 winner of the prestigious Law Firm of the Year award, in the Eastern Europe and the Balkans category.
As of 31 December 2018, the Central Registry of Ultimate Beneficial Owners was established within the Serbian Business Registers Agency (the “Registry”), in line with the Law on Ultimate Beneficial Owners (“Official Gazette of the RoS no. 41/2018).
We are proud to announce that Karanovic & Partners has joined Ius Laboris, the world's premier global network of human resources law firms. The Employment practice of Karanovic & Partners in Serbia joined this prestigious organisation to reinforce its international HR advisory services for domestic and international companies.
"The employment practice of Karanovic & Partners has been advising multinational companies, international organisations and diplomatic missions on the Serbian market for over a decade and joining a global employment law alliance is an important step for us in strengthening the multi-jurisdictional and HR law integrated consultancy approach for our clients." stated Milena Jakšić Papac, Head of Employment Practice Group, of Karanovic & Partners.
Dragan Karanović, a Founding Partner of Karanovic & Partners, commented: "We prepare our lawyers to meet the challenges of increasing pressures in their practice development, as we have been managing some of the largest cases on the market and in the region. The exposure that our employment law experts have through the global Ius Laboris alliance – in terms of know-how, co-operation, global projects and exposure, will have a great impact on the new labour law services offering of our employment law practice."
Sam Everatt, Executive Director of the global employment law alliance Ius Laboris, added: "The new affiliation is part of the alliance's strategy of strengthening the global footprint in key regions and we are very pleased to welcome Milena and her employment practice team in the Alliance. We have worked with Milena's team on many multinational projects advising on all aspects of employment and labour law and look forward to providing our clients with a stronger presence in Southeast Europe. Milena is also President of the HR committee of the Foreign Investors Council in Serbia and we are sure she will have a leading role in the alliance as well."
Ius Laboris is the world's largest, integrated alliance of human resources and pensions law firms. It provides clients with highly specialized advice and support worldwide, as well as access to over 1,400 of the world's best human resources law practitioners, based in more than 160 cities in over 50 countries.
On 28 November 2018, Karanovic & Partners, together with the Friedrich Naumann Foundation for Freedom, held the Competition and Data Protection conference at the Hilton Belgrade hotel. This traditional yearly conference – now in its' 13th year, gathered more than 120 experts from the business and legal community, as well as key regulators and stakeholders, to discuss the most important current issues in the fields of competition law and data protection.
The event was also the launch of the 12th edition of Karanovic & Partners' annual publication - Focus on Competition, featuring the latest updates and developments from the local, regional, European and global practice of competition law.
The conference was divided into three parts – the welcome and opening speeches, followed by two panel discussions.
The Importance of the Rule of Law and Deeper Specialization in Different Areas of LawMr. Rastko Petaković, the Managing Partner at Karanovic & Partners, welcomed the guests and stated that a broader and deeper understanding of all of the related areas of law, including competition and data protection, is a necessity.
"The complexity of these areas requires daily immersion – both in the case of competition law and data protection. In turn, this leads to a better understanding of our clients' needs, said Mr. Petaković.
His Excellency, Mr. Pertti Juhani Ikonen, the Ambassador of Finland to Serbia, officially opened the conference stating that one of the reasons why Nordic countries are prosperous is that they almost always play on the same field and share the same values. "This is due to the rule of law and good governance", the Finnish Ambassador said.
Competition and the Welfare of Citizens
The President of the Serbian Commission for the Protection of Competition, Mr. Miloje Obradović, in his speech stated that the Serbian Competition Commission traditionally supports this conference. He also talked about the state of competition in Serbia and the Commission's work over the past year, pointing out that the institution's goal is market competitiveness.
"The contribution of an efficient protection of competition to the economic growth and welfare of Serbian citizens is a challenge, but the Commission is very well aware of its competences in that sense", Mr. Obradović said.
The Assistant Minister of Trade, Tourism and Telecommunications of the Republic of Serbia, Mr. Jovan Stojić, welcomed the participants on behalf of the Vice-President of the Government and the Minister of Trade, Tourism and Telecommunications.
Mr. Stojić, also being the President of the Working Group for the Preparation of the new Competition Law, specifically talked about the preparations for the new law. He highlighted that "the working group in charge of drafting the law is very heterogeneous, adequately bringing together professionals from the competent ministries and state authorities, but also representatives of the relevant stakeholders' associations".
Competition and Economy – Serbian and European Perspectives
The first panel, titled "Competition Law and Economy: the Serbian and European perspectives" was moderated by Mr. Bojan Vučković, Partner ⃰ at Karanovic & Partners' Competition department. The panellists included: Mr. Marko Obradović, Member of the Council of the Serbian Commission for the Protection of Competition; Ms. Maria Dreher, Counsel at the multinational law firm Freshfields Bruckhaus Deringer; Mr. Akos Reger, founder of the competition economics consultancy firm Allegro Consulting, Brussels; and, Ms. Adrijana Despotović, Head of Legal at Knjaz Miloš.
The panellists talked about the importance of cross-border communication and coordination between legal and economic advisors or national competition authorities; economic analysis and its impact on the shaping of antitrust or private enforcement cases; innovations and improvements of detection tools and actions used by competition authorities; as well as the importance of competition and regulatory compliance.
Data Protection and GDPR
The second panel, titled "The Protection of Personal Data: Compliance with GDPR", was moderated by Mr. Goran Radošević, Partner ⃰ at Karanovic & Partners' Commercial department. The panellists included: Ms. Nevena Ružić, Assistant General Secretary and the Head of the Sector for Harmonization of the Office of the Commissioner for Information of Public Importance and Personal Data Protection; Ms. Marijana Poznan, Head of Legal at Fresenius Medical Care; Ms. Sanja Spasenović, Senior Associate ⃰ at Karanovic & Partners; and, Mr. Kevin Rihtar, Associate at Karanovic & Partners.
The discussion focused on the new Serbian Data Protection Law, which is to become applicable in August 2019, as well as the experiences, from the perspective of Slovenia, in the implementation of the GDPR. The panellists discussed the practical and somewhat challenging implications of the application of the new data protection regulations.
⃰ Independent attorney at law in cooperation with Karanović & Nikolić.
In light of the new EU data protection scheme, shaped by the GDPR, Serbia has enacted a new Data Protection Law on 9 November 2018, with its' applicability postponed for 21 August 2019. The new law was long-awaited: it has been 10 years since the existing law was passed, which was even at that moment already outdated (e.g. it recognized only consent in the written form and almost completely restricted data transfers to non-European countries).
The new law presents a copy of the GDPR to a large extent – perhaps too large, as the critics of the new law (including the Serbian Data Protection Authority, "DPA") argued that the implementation of the GDPR was performed badly, without the much needed harmonization with the Serbian legal framework. In addition, the GDPR's recitals (all 173 of them) were not copied or otherwise implemented in the new law, potentially creating a number of issues in its future interpretation. The new law also failed to regulate certain important data protection aspects, such as video surveillance, which are regulated in the EU via other community and national pieces of legislation.
That being said, the new law undoubtedly marks a revolution in the way personal data should be handled in Serbia, similarly to what GDPR did for the EU - and perhaps even more so, since the EU's previous data protection framework was far less outdated then in the case of Serbia. It is rightfully expected to result in an extensive range of adjustment activities performed by Serbian companies, not just legal but also technical and organizational ones, in order to prepare for the comprehensive changes that will be introduced in nine months.
Some of the most important changes are summarised below.
The scope of the new law
The new law will not apply only to the processing of data carried out by Serbian controllers and processors, but also by the ones based outside of Serbia whose processing activities relate to the offering of goods or services (even for free) to or monitoring the behaviour of Serbian data subjects within Serbia. For example, a company outside of Serbia targeting consumers in Serbia will be subject to the new law, which was not the case so far. As a result, a number of these controllers and processors will need to appoint their representatives in Serbia, to be addressed by the DPA and the data subjects on all issues related to processing.
Data processing consent: new forms and stricter requirements
As opposed to the existing law, which recognizes only hand-signed consent in the written form - creating significant issues in the digital age, the new law explicitly introduces other forms as well, such as online and oral consent, or consent by other clear affirmative action, provided that the controller is able to demonstrate that the data subject has indeed consented.
On the other hand, the conditions for obtaining consent have become much stricter – it must be freely given, specific, informed and unambiguous. For example, there is a presumption that consent will not be valid unless separate consents are obtained for different processing operations, where appropriate, and the request for consent - when presented in a written document, must be clearly distinguishable from all other matters, using clear and plain language - i.e. catch-all clauses will not be valid. In addition, consent will not be considered freely given if the performance of a contract is conditional on the consent to the processing of personal data that is not necessary for its performance.
Consent is not the only legal ground for data processing – others exist as well, such as the performance of the contract, compliance with legal obligations or processing necessary for legitimate interests, and will in fact be used much more often than consent.
New and expanded data subjects' rights
The new law significantly expands the existing right of individuals to receive information about the processing of and access to their personal data. Data controllers must provide transparent information to data subjects in a more comprehensive manner, and in particular must inform data subjects of certain rights - such as the ability to withdraw consent, and the period for which the data will be stored. The information needs to be provided in a concise, transparent, intelligible and easily accessible way, using clear and plain language. However, this will be hard to achieve given the fact that the elements that need to be included in the information are quite excessive, which should be carefully addressed by the companies when analysing and updating their existing information notices.
In addition, the new law introduces a new right to data portability, and provides additional details concerning the erasure of personal data. The right to data portability gives an individual the right to demand that the controller provides him with his personal data, or to transmit them directly to another controller, in a machine readable format, if the relevant processing was automatic and based on consent or the fulfilment of a contract. The right to erasure binds the controller to erase the data without undue delay upon the individual's request if the personal data is no longer necessary for the purpose of processing, if there is no legal basis for processing - including cases where consent has been withdrawn, or if the data is otherwise processed contrary to the law, and even requires that the controller uses reasonable measures to notify other controllers processing the same data about the received erasure request.
Removal of the database registration obligation
One of the important novelties under the new law is the removal of the existing obligation to register personal databases with the DPA, which was mostly ignored so far in Serbia. Under the new law, controllers and processors will only be required to internally maintain the database records and, in certain cases, even that obligation will not apply to companies with up to 250 employees. The maintenance of the Central Register of Databases, established under the existing law, has even been terminated with immediate effect by the new law.
Data Protection Officer
The controllers and processors will be required to designate a data protection officer ("DPO"), whose primary tasks will be to ensure compliance with the data processing legislation and to communicate with the DPA and the data subjects on all data protection matters. This obligation applies if: (i) the processing is carried out by a public authority, (ii) the core activities of the controller/processor require the regular and systematic monitoring of data subjects on a large scale, or the large scale processing of special categories of personal data - e.g. health data or trade union memberships, or criminal convictions/offences data.
The DPO may be employed or engaged under a service contract, and in any case must have sufficient expert knowledge. A group of companies may appoint a single data protection officer, provided that he is equally accessible by each company.
The controllers and processors are required to ensure the DPO's independence in the performance of his tasks, meaning that no instructions may be given to him, that he reports directly to the manager of the controller/processor and that he may not be dismissed or penalised for performing his tasks.
Accountability, data security and privacy by design & by default
Same as with the GDPR, the new law introduces burdensome accountability obligations on data controllers, which are required to "demonstrate compliance". This includes their obligation to: (i) implement, maintain and update appropriate technical and organisational measures to ensure a level of security appropriate to the risk - taking into account the state of the art, the associated implementation costs etc., (ii) have in place certain documentation, such as data protection policies and records of processing activities, (iii) implement data protection by design and by default, and, (iv) conduct a data protection impact assessment for processing operations which are considered more of risk to the rights and freedoms of individuals.
Data protection by design requires the controllers to adopt, as well as maintain and update when needed, appropriate measures - such as pseudonymisation, data minimisation, etc., which will integrate the safeguards necessary for processing. Data protection by default, on the other hand, requires the controllers to adopt measures so that, by default, only the processing which is necessary for the specific purpose will be possible (e.g. that, by default, privacy settings on one's social network profile do not make his data public).
Liberalised data transfer concept
The data transfer regime has been completely revamped and liberalised under the new law, which is a much welcomed change from the current overly restrictive concept - which requires controllers to obtain prior approval from the DPA for transfers to non-European countries. The new law explicitly applies to both direct and indirect data transfers, unlike the existing law for which it is not fully clear whether it covers indirect transfers at all.
Under the new law, controllers will be entitled to transfer personal data abroad if one of the following conditions (amongst others) is met:
- personal data is to be transferred to a country that ratified the Council of EuropeConvention for the Protection of Individuals with regard to the Automatic Processing of Personal Data;
- data transfers are performed to a country included on the EU list or the Serbian Government's list of countries providing an adequate level of data protection;
- data transfers are performed to a country which has a bilateral agreement with Serbia regulating data transfers;
- the transfer is based on the standard contractual clauses prepared by the Serbian DPA;
- the transfer is based on binding corporate rules or a code of conduct approved by the Serbian DPA, or on certificates issued in accordance with the new law;
- the Serbian DPA has issued a specific approval for the transfer to be performed on the basis of an agreement between the data exporter and the data importer; and,
- the data subject has explicitly consented to the proposed transfer, after having been informed of the possible risks.
This should enable much more options for the transfer of data to non-European countries, especially once the DPA prepares the standard contractual clauses - which should be based on the ones approved by the EU Commission. In addition, it is expected that the process of obtaining the DPA's approval for such transfers will be more efficient, and should be completed within 60 days - currently the procedure often lasts for more than one year.
Personal data breach obligations
Data breach obligations present a significant novelty introduced by the new law, as they previously existed only for controllers in specific sectors. Under the new law, data controllers will generally be required to document each data breach, as well as to notify the DPA of most of them, without undue delay and, when feasible, within 72 hours after becoming aware of the breach. In addition, data processors will have to notify the controllers of the breach without undue delay.
If the personal data breach is likely to result in a high risk to the rights and freedoms of individuals, the controller is also required to communicate the personal data breach to the concerned individual as well, without undue delay. However, this does not apply if the controller has implemented appropriate technical and organisational measures - e.g. encryption, which rendered the relevant data unintelligible to any unauthorised person, or if the notification would involve disproportionate efforts, in which case a public communication or a similar measure must be made in order to properly inform the individuals.
Sanctions and enforcement
The new law is generally harmonised with the GDPR in almost all aspects, with certain local specificities, except with respect to sanctions – the maximal fines which may be imposed on companies are up to approx. EUR 17,000, rather than GDPR's EUR 20 million or 4% of the company's global annual turnover. As before, the DPA is still authorised to issue warnings to data controllers and data processors, order the correction or deletion of the collected data, rectification of other detected irregularities etc., but is now also able to directly fine the controllers and processors in certain situations, with fines in the amount of approx. EUR 850 - currently, only the Court of Offences is entitled to impose fines.
However, formally speaking, under the Law on Administrative Procedure, the DPA is also authorised to enforce its orders by threatening the company with a fine of up to 10% of its annual income in Serbia, in case it fails to comply with the order. This is a relatively new option for Serbian authorities that has not yet been tested in practice, to the best of our knowledge.
What the future brings?
Now, it is the controllers' and processors' turn: by the summer of 2019, they will have to ensure the compliance of their data processing operations with the new law, which will not be a quick or easy task. At the same time, the DPA will also have a lot on its plate in order to prepare for the new law, especially with resolving a number of its ambiguities raised during the public debate, preparing the standard contractual clauses, and raising the public's awareness concerning the approaching data protection overhaul.
This article was written by Milan Lazić, Senior Partner , and Milica Savić, Senior Associate , and originally published in the "Reshaping the boundaries of arbitrability: Are we heading forward?" publication by the Permanent Arbitration at the Chamber of Commerce and Industry of Serbia.
This article was written by Dragomir Kojić, Partner ⃰, and Tamara Bubalo, Associate ⃰, and was originally published in Issue 5.2 of the CEE Legal Matters Magazine. To see the original article, please follow this link.
Geographical indication of origin, this very peculiar form of industrial property protection, has undergone a revival phase over the past few years, thus becoming more omnipresent not only within the circles of interest, but also amongst the Serbian public at large. Although, up to this day, there are only a few dozen geographical indications of origin registered before the Serbian Intellectual Property office, for a country of little over 7 million spread over 80.000 square kilometers of land, these numbers are remarkable and represent something to be proud of. Through goods and services offered thereunder, they are painting a picture of a different Serbia.
Generally used for the marking of natural, artisanal or industrially produced food, goods and produce, this legally coined term has come to reflect something much greater; the traditional and folkloric expressions of this country, its socio-cultural identity and its historical heritage. Through dozens of well curated picks of what each autochthone region has to offer as its best, once stemming from the ancient past only to be passed down to its modern day successors, these traditional expressions nowadays include, textiles, knits, cheeses, wines, and even health services.
The surge in interest surrounding geographical indications of origin is nowadays largely due to the country's policy of promoting and subsidizing small and medium sized enterprises which focus on craftsmanship, artisanal work and localized types of services which, in a way, help revive and ultimately preserve some of the traditional craft.
Geographical indications, similarly to trademarks, transmit certain messages, aiming at informing a potential consumer on the origins of a given product, and its specific properties only to be found in that unique place of origin. They are therefore very useful tools when it comes to highlighting those specific or unique properties of each and every product or service offered under its umbrella. This can for instance be reflected through a particular climate, manufacturing or a traditional approach to creating a product, all depending on the given region.
Thus impacting the perception of both domestic and international consumers and promoting the country at large has proven to be a large success. Valjevski Duvan Čvarci, Pirot Kilims, Sirogojno Knits, and Bermet sweet desert Wine, just to name a few, come to serve as excellent examples of products which, due to their (i) defined geographical area, (ii) specific, territorially defined manufacturing methods, and (iii) localized product quality, have become recognized tools of promotion not only in Serbia but also beyond its borders.
By solidifying its bases through a plethora of now internationally recognized goods, Serbia has very recently even gone a step further by registering its very first geographical indication for services offered in Zlatibor, a mountainous region in western Serbia known for its „Golden Pines".
Stepping out from theory into practice, Serbia has become the very first country to actually register a service under the category of geographical indication of origin, thus far only foreseen on paper by the local legislation.
The geographical indication of origin in question refers to the provision of health-tourism services provided exclusively in the Zlatibor region, and more particularly on the territory of the municipality of Čajetina. Registered under the indication Čigota, a mountain pass in Zlatibor, this specific service epitomizes a well-balanced mixture of natural and human factors such as, on the one hand, clean air with low humidity, specific light ion concentrations, an absence of allergens, and high pH levels in water, and on the other, a highly skilled medical and diagnostics staff.
Čigota is indeed that perfect example that allows us to shift our perception when it comes to geographical indications of origin, as it tears down the barriers of the traditional use of this legal tool and allows us to open up towards new possibilities stemming from more innovative concepts.
*Independent attorneys at law in cooperation with Karanović & Nikolić.
This article was written by Petar Mitrović, Partner ⃰, and Nikolina Kažić, Associate ⃰, and was originally published in Issue 5.2 of the CEE Legal Matters Magazine To see the original article, please follow this
The first upscale exploration of oil and gas in Montenegro started in 1914, when King Nikola Petrović approved the National Assembly's decision for oil exploration around Lake Skadar. The first well in the area of Crmnica dates back to 1922 – although it produced nothing of significance.
In later researches of the Montenegrin offshore, the existence of geological structures with the potential for hiding hydrocarbon deposits was confirmed. During the 70s and 80s, several American firms set up wells in the Montenegrin undersea area and confirmed oil and gas findings. However, no significant work was done pursuant to this confirmation, mainly due to the political and social instability of this Balkan country.
In the years that followed, and especially following the dissolution of the state union of Serbia and Montenegro in 2006, oil and gas exploration and exploitation formed the center of the Government's energy policy, and Montenegro made a significant effort to develop the industry. The country has defined its energy policy until 2030, adopted the Energy Development Strategy until 2025, and signed the Declaration of Accession to the Energy Charter in late 2012. The main objective of the adopted energy policy is the creation of an adequate legislative, financial, and regulatory framework to encourage private sector involvement and investments. Research shows that the total oil core potential in two separate submarine zones in Montenegro amounts to 12.5 x 109 tons. According to existing data, potential oil reserves amount to approximately 7 billion barrels, while potential natural gas reserves amount to 425 billion square meters.
Montenegro aims to follow the achievements of other countries in the Adriatic Sea that have valorized their potential in this field with around 1,500 exploration wells. Italy is the clear champion, with around 1,400 drilling sites. Neighboring Croatia drilled around 140 exploration wells and currently has 18 gas production platforms in the northern Adriatic.
As a sign of progress and the decisiveness of Montenegro to use its existing potential, the first tender for oil and gas exploration and production was announced in late 2013. So far, the Montenegrin Government has signed concession agreements with two consortia: the Italian-Russian Eni/Novatek (which was granted concession rights over four offshore blocks, covering 1,228 square kilometers), and the Greek company Energean oil & gas (which was granted two offshore blocks with a surface area of 338 square kilometers in shallow waters).
In the light of normative regulation, Montenegro adopted the Law on Exploration and Production of Hydrocarbons, the Tax Law on Hydrocarbons, and regulations governing the method of calculating compensation payments for oil and gas production, construction of exploration and exploitation plants, development and production of hydrocarbons, drilling, and so on. Additionally, the Government has adopted the model of the Concession Contract for the Production of Hydrocarbons, which is divided into two phases: the Exploration phase and the Hydrocarbons production phase.
The exploration phase may last for a maximum of six years for onshore or seven years for offshore blocks. Upon the concessionaire's request, and only in cases specified by law, the exploration phase may be extended for up to two years. However, the hydrocarbons production phase begins from the day of the commencement of the first extraction of hydrocarbons from the reservoir and lasts until the expiry of the deadline envisaged by the production concession contract, or a maximum of up to 20 years. The production phase may, at a request from the concessionaire, be extended at most for half of the duration of the production phase period specified by the production concession contract; i.e., for a maximum of 10 years.
With the Tax Law on Hydrocarbons, Montenegro made a plan to acquire revenue from companies doing business in the industry involving taxes and reimbursements for produced oil and gas. The strategy for acquiring revenue is progressive – meaning that the companies that have the most profit will pay an increased (progressive) rate for the produced oil and gas. In the period during the production of oil and gas, oil companies are due to pay a tax of 54% on the profit acquired from the exploration and production of oil and related assets, as well as 9% on dividends (i.e., capital gains).The next tender for the exploration of oil and gas in the Montenegrin undersea area should open during this year or in 2019, since the Montenegrin Government is striving to introduce as many concessionaires as possible to the Montenegrin off-shore territory.
Independent attorneys at law in cooperation with Karanović & Nikolić.
The Montenegrin Government plans to publish a tender for the lease of state land for the purpose of constructing a solar power plant in the municipality of Ulcinj. According to the announcement, the tender envisages a total of 6,621,121 square meters of land for the planning, construction, exploitation, and maintenance of a solar power plant at Briska gora, in the very south of Montenegro.
The plant is intended to have a total installed capacity of more than 200 MW, and will be completed in two phases. Phase one needs to be completed within 18 months after the signing of the contract, and phase two within 24 months after the first stage.
Offers to lease the land and build the power plant can be submitted by investors with proven experience in building solar plants with an installed capacity of at least 100 MW, and that have reported gross incomes of more than EUR 100 million in the past three fiscal years.
According to the Ministry's press release, the selected project is expected to sell electricity to the local grid through a long-term PPA on market terms.
Local press reports indicate that the project may require a total investment of EUR 300 million, and two potential investors have already submitted letters of intent to the Montenegrin authorities.
This will be the first tender for a large scale renewables project in Montenegro since 2010 and the awarding of "concessions" for wind parks Krnovo and Mo žura.
The Karanović & Nikolić team, led by Senior Partner Marjan Poljak and Senior Associates ⃰ Ana Stanković and Ana Luković, advised ZF Friedrichshafen on the project of opening an electric vehicle parts factory in Pančevo, Serbia. The German company, a global leader specialising in the design, research and development, and manufacturing activities in the automotive industry, laid the foundations and began construction on 21 June 2018.
Karanović & Nikolić advised ZF in this greenfield investment on all local law aspects of this project. The team provided full support in a number of different areas, including corporate, real estate, employment etc.
The new 25.000 square metres factory, which is being built on a land parcel of 10.8 hectares, will produce parts for electric and hybrid-electric vehicles and will service premium automotive manufacturers. The project will be realized in two stages and will open more than 1,000 new jobs. The planned investment amounts to more than EUR 100 million.
ZF operates in 40 countries around the world and has a global workforce of over 146,000 employees. In 2017, it recorded sales of EUR 36.4 billion. The company invests more than six percent of its sales in research and development annually, in particular for the development of efficient and electric drivelines.
ZF group is committed to its Vision Zero – zero accidents and zero emissions being the end goal of all the company's activities.
* Independent attorneys at law in cooperation with Karanović & Nikolić.
Patricia Gannon, founding partner at Karanović & Nikolić, was recently appointed Chair of the European Forum at the International Bar Association. In this interview, she discusses her role at the helm of the largest global gathering of legal professionals and tackles the important topic of diversity in law, as well as female leadership from her unique perspective as female co-founder of a leading law firm from Southeast Europe.
You have recently been appointed to the role of Chair of the European Forum at the IBA. What does this important position entail?
Patricia:As a firm, Karanović & Nikolić has been heavily involved with the IBA since our foundation. In particular, I have personally been active in a number of committees over the years as they represent a great way to stay on top of professional change. Most recently, the European Regional Forum, which is the forum responsible for managing and organizing all of the IBA conferences and events throughout Europe. The Forum is made up of 9,000 individual lawyer members and is the largest Forum within the IBA.
I have served as an officer for the last 5 years – culminating in a number of years of practical experience involving conference and event organizing. Today, there are 10 officers reporting in from different law firms all over Europe, we also have an advisory board of 25 senior lawyers, and approximately 50 council members representing every country in Europe. The council members are responsible for liaising between the European Forum and their own countries.
What do you feel that you bring to that role and what are your aims and hopes for the year?
Patricia: I bring a certain dynamic to the role which hasn't always been seen and I am keen to innovate a little more in order to move the IBA towards becoming a more modern organization, really reflecting the changes in the legal profession. This year, in addition to running the normal day-to-day conferences, we are looking for special funding from the IBA for a number of exiting projects.
One of them includes a review of the UK Modern Slavery Act on production and supply chain in the fashion industry. We hope to come to an understanding on the impact of extraterritorial legislation on corporates operating in this field. This is an exciting project which is relevant to consumers everywhere, as they are increasingly concerned about the human and environmental impact of clothes production.
I am working on a very exciting meeting in Rome – it is the Annual Meeting of the IBA scheduled for October, and it will include a number of very exciting sessions dealing with the hottest legal topics in the world. The ERF sessions include "Remaking Rome – the Treaty of Rome and what Europe Needs Now".
We will be working with other committees in a session on European luxury brands titled "Do you know where your clothes come from?". There will also be a session organized by all fora titled "The Future of Food – a Global Issue for Humanity", where we look at legal and policy issues relating to food production, resources, packaging, regulation, genetically modified content etc.
You are interested in the IBA diversity group. Will this relate to your role as the Chair of the European Forum?
Patricia:Global membership in the IBA today is about 70 percent male and 30 percent female – which is not entirely in recognition of the make-up of the profession generally. In certain countries it is almost 50-50, and this is including the judiciary, prosecutors, house-counsel, solicitors and barristers. Different parts of the profession are more female than others. Overall, considering the 70-30 percent membership, I feel that the 30 percent has not historically been represented appropriately throughout the organization and, in fact, a special task force is being established within the IBA to deal with diversity in general, including gender.
In my role as Chair of the European Forum, I made it my priority at one of my first meetings to ensure that 50 percent of all the representatives in my Council are female. I am very pleased to say that today 47 percent of the Council members are female. As a result of that, I expect to see a new dynamic with greater productivity and focus. Out of that pool of talented women, I hope to see more and more of them promoted across the ranks of the IBA. It's a process of change which the legal profession, as any other needs to address.
It must be interesting, not only being a woman, but also representing a law firm from this part of Europe?
Patricia: Yes, indeed! The IBA has relatively low membership numbers from Southeast Europe, and I hope that raising the organization's profile in SEE will raise membership and that we will get more active and learn from our colleagues both from Western Europe and across the globe. With that in mind, I will be opening the Balkan Legal Forum – our traditional bi-annual conference dealing with this region – which is to be held in Vienna on the 14th of June. I am very pleased to be involved in this highly relevant conference for all practitioners working in Southeast Europe. With approximately 150 attendees, it is the perfect opportunity to meet old friends who understand the complexity of doing business in the Balkans, making new connections and developing new ideas for investment opportunities.
As for Karanović & Nikolić and its role, we have been a corporate member of the International Bar Association for many years – which means that all the lawyers working with us are individual members of the IBA and can participate in its activities and learn from their peers through committee work. As a firm, we are keen to support all the organizations where lawyers can learn, develop and be in touch with current best practices, albeit from other markets. I think that we in Southeast Europe have some catching up to do in terms of the levels of professionalism that we need to provide to our international clients. The IBA is a great instrument for our further professional evolution.
The Serbian Competition Commission (the "Commission") recently finished sector inquiries concerning quite distinct industries – raspberries and the public procurement for software and hardware. The aim behind the inquiries was to perform extensive market research and analysis in order to acquire a clearer picture of the possible antitrust issues and risks in two sectors widely perceived as strategic for the development of the Serbian economy.
The Commission analysed two relevant markets within the broader ICT market - more specifically:
- the wholesale of software; and,
- the wholesale of hardware (computers and computer equipment).
These markets are especially interesting in relation to the public procurement procedures, where the value of public procurements rose by 27% from 2014 to 2016, mostly in open bidding procedures. The Commission identified four major contracting authorities, the largest of them being "Elektroprivreda Srbije" and six suppliers/bidders identified as largest by accounting for almost 50% of the value of the relevant public procurements.
Having in mind the characteristics of these markets, inter alia, a small number of market players, few alternatives to the services provided, repetitive public procurement procedures, the Commission noted that bid rigging could be a potential cause for concern, and stated that it would dedicate special attention to working together with the relevant actors in rooting out any such practices in the future, in order to ensure a level playing field and efficient use of public resources.
The second sector inquiry dealt with the markets for raspberry repurchase and export in the period between 2015 and 2017. The competitive conditions on these markets are likely especially interesting for the local authorities, since Serbia is one of the largest producers of raspberries in the world, accountable for approx. 10% of the raspberries grown globally.
During the inquiry, the Commission determined that there are certain structural issues that might affect the relevant markets and the Serbian raspberry industry as a whole. The problems with a single repurchase price and long-term supply agreements gave rise to uncertainties concerning the value of raspberries produced and sold on the market. The Commission stressed the importance of including all the competent authorities and undertakings in order to solve these problems and maintain raspberries as a prominent and recognisable Serbian brand.
The Commission ultimately concluded that it did not identify any prima facie evidence of competition infringements affecting either of these markets. However, this does not mean that the Commission, now armed with more detailed information on the competitive environment, would not scrutinize the behaviour of specific market players at some point in the future.
The Serbian Competition Commission (the " Commission ") continues its diligent examination of the Serbian competitive landscape in specific industries, this time with inquiries in two more industries – sportswear (including footwear and sporting equipment) and oil (petroleum products). Once again, the aim behind the market test was to identify potential issues on the relevant markets and provide broader insight into the functioning of the relevant markets.
Both of these industries have previously been of some interest to the Commission. The Commission recently conducted dawn raids and fined several sportswear retailers for resale price maintenance. The Commission has identified significant concentration on this market, giving rise to potential concerns about restrictive agreements in the industry, especially vis-à-vis the relationship between suppliers and resellers.
Sector inquiries into the conditions in oil wholesale and retail have traditionally been high on the Commission's agenda, with a number of market investigations conducted into the past. The noted a trend of market growth in comparison to 2016, especially in relation to production of crude oil and import of diesel fuel. The Commission (sadly) noted limited progress being made in terms of the recommendations relevant to market development it issued in previous reports. The Commission stated that it would watch over the oil industry with great care and already announced a new inquiry in this sector starting in March and covering 2017.
Sector inquiries have obviously been on the rise in the previous period, simultaneously contributing to the Commission's understanding of the workings of the markets identified as key to the Serbian economy and the antitrust awareness of market players. The next steps for both sector investigations and antitrust enforcement efforts spearheaded by the Commission remain to be seen and are eagerly awaited in the local competition community.
At the end of 2017, the Serbian Parliament passed amendments to Serbian tax laws, including the Law on Personal Income Tax (PIT Law), the Law on Contributions on Mandatory Social Insurance (CMSI Law), the Law on Corporate Income Tax (CIT Law), and the Law on Value Added Tax (VAT Law).
These amendments introduce tax relief for salaries paid to employees in newly incorporated legal entities. Also, starting from April 2018, only service fees for business advisory services paid to non-resident legal entities will be subject to withholding tax, as opposed to all service fees paid to non-resident legal entities, as prescribed in the current CIT Law. In addition, Serbia continues to reduce the tax burden related to NPL write-offs.
The amendments are generally effective as of 1 January 2018, with some exceptions explained below.
Income tax and social security contributions
Under the amendments to the PIT Law and the CMSI Law, salaries paid to first nine employees as well as to the employed shareholders and entrepreneurs, will be fully exempted from salary tax and social security contributions. The exemptions will start to apply from 1 October 2018 and shall be applicable for salaries paid by entrepreneurs and legal entities that are established before 31 December 2020. Salaries will be exempted from tax for the first 12 months of employment.
Although the introduced relief will be of significance for small start-up companies, it is unclear whether the employees will be mandatory insured during the period of exemption since contributions for pension and disability, as well as for health insurance, will not be paid.
A collective life insurance premium – which is paid for all employees, as well as monetary support for the purpose of employee medical treatment is exempted from taxation and the payment of social contributions.
Under the amendments, the write-off of the NPLs is not subject to personal income tax as long as such a write-off is deductible for corporate income tax purposes. Also, it is prescribed that the amount of the write-off that was not collected after the sale of mortgaged real property is not subject to tax.
The position of non-resident individuals is also tackled in the recent changes in the Serbian legislation. Amendments to the PIT Law clarify that the taxable income of non-residents covers income from work done in Serbia, as well as income generated from (i) any right emerging on the territory of Serbia, or (ii) any property which is located in Serbia and which is at the disposal of a non-resident. In addition, it is now clearly prescribed that foreign employees seconded to Serbia (i.e. expatriates) are liable to pay salary tax for work done in Serbia.
The PIT Law and the CMSI Law prescribe new thresholds for tax payments and contributions in 2018 as follows:
- the general monthly salary tax deduction is increased to app. EUR 130 (RSD 15.000), from existing app. EUR 100 (RSD 11.790);
- the minimal monthly contributions base is set to a gross amount of app. EUR 200 (RSD 23,053); and,
- the highest annual contributions base for 2018 is set to a gross amount of app. EUR 2.700 (RSD 329,330).
Law on corporate income tax
The amendments to the CIT Law narrowed the list of service fees that are subject to the withholding tax. Serbian resident legal entities will have to pay withholding tax only for service fees paid to non-residents providing market research, accounting, auditing and other legal and business consulting services, irrespectively to the place of the provision or usage of those services. Also, the deadline for the payment of withholding tax is extended, so that one has to pay the tax within 3 days after paying the non-resident's fee. The amendments related to withholding tax are effective from 1 April 2018.
Amendments concerning depreciation specify that fixed assets which are comprised out of immovable and movable parts should be classified in tax depreciation groups – which corresponds to the classification made for accounting purposes. Intangible assets (concessions, patents, licences...) will be depreciated using the proportional, instead of the declining method.
Further to the decision of the National Bank of Serbia (NBS) issued earlier in 2017 and which prescribes that NPLs should be written-off by the banks and evidenced off-balance, the amendments to the CIT Law prescribe that the expenses recorded by the bank, as a consequence of the write-off, are deductible for CIT purposes. These amendments are already applicable to the assessment of CIT for 2017.
Law on value added tax
The main change introduced by the amendments to the VAT Law is related to concession agreements and public-private partnership agreements. Based on the amendments, any supply made between a concessionaire and the provider of the concession are not regarded as supply for VAT purposes, and therefore are not subject to VAT under certain conditions. This exception applies if both parties are registered VAT payers and if they would be entitled to a deduction of input VAT in case that the regular supply is carried.
An important amendment introduces the possibility for VAT payers to reduce their output VAT if the tax authority determines that there was a misapplication of the "reverse charge" calculation. If the tax authority denies the deduction of input VAT to the taxpayer that applied the "reverse charge", the taxpayer may also reduce its output VAT on the basis of such the tax resolution.
In order to align Serbian VAT rules with the VAT rules in the EU, amendments to the VAT Law introduce rules on the VAT treatment for the supply of "investment gold". Generally, the supply of investment gold and intermediation in the supply of investment gold are exempted from VAT.
Amendments also relate to the VAT position of individuals. It is prescribed that individuals are entitled to a VAT refund paid when purchasing one's first apartment, in cases when the purchase price was paid to a bank account other than the bank account of the seller, as well as when the apartment is under mortgage or when the apartment is purchased in enforcement proceedings. Also, the supply of goods to travellers that do not have a permanent or temporary address in Serbia (not only supplies to foreign citizens) is exempted from VAT, if the value of the goods exceeds EUR 100.
The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.
The new Construction Law entered into force in Montenegro and it is meant to unify construction, zoning regulations and deal with illegal objects. However, some provisions of the old Construction Law still remain in force, until the adoption of the General Regulation Plan.
The new Construction Law completely changed the legal regime of construction in Montenegro. It aims to simplify and compile spatial planning, boost the construction industry and deal with historical issues concerning the massive construction of illegal objects. It also aims to further centralise the decision-making processes in this industry.
Perhaps the most important novelty under the new Construction Law is that that there will be only two spatial planning documents for the territory of Montenegro (instead of hundreds of so far enacted documents). Both plans will be enacted by the Parliament upon the Government's preparation and proposal. Those are:
- the Spatial Plan of Montenegro, which is a general planning document, that is to be valid 20 years after the adoption; and,
- the General Regulation Plan, which is a more detailed zoning plan, that is to be valid 10 years after the adoption.
The Spatial Plan of Montenegro is a higher ranked planning document. It will regulate the strategic guidelines for spatial planning, the basis for the development and spatial organisation and the policy of spatial usage, the concept for maritime spatial planning, the general guidelines for the adoption of the General Regulation Plan, as well as principles for the preservation of cultural heritage and environmental protection.
Strategic principles and guidelines set out in the Spatial Plan will be further developed under the General Regulation Plan – which will provide the conditions and the manner for spatial development and construction. This plan will completely encompass the territory of Montenegro, and it will regulate construction capacities. Specifically, it will provide for spatial designation, the conditions for its development, building capacities and boundaries, parcelling rules etc. The General Regulation Plan is planned for adoption within the next 36 months. Until then, all currently applicable spatial plans and zoning documents remain in force.
A new construction and usage regime
Another major novelty is that the permitting system is replaced with a permit-free regime. This means that one is no longer required to obtain a construction or usage permit. In order to construct, an investor is required to prepare a report for construction, an audited main design and other necessary documents. Upon the finalisation of the construction, instead obtaining the usage permit, the new object should only be registered at the competent Land Registry.
The permitting regime still applies to the most complex construction projects, such as, for example, heavy industry and energy facilities.
Chief state/city architects
The New Law introduces two new instances which will play the main role in the construction process. These are chief state architect and city architects. The chief state architect will be in charge of all projects of national interest and will guide the legalisation of objects. His role is also to ensure the protection of authenticity of the space and the promotion of best practice in areas of urbanism and architecture. The city architects will be in charge of approving concept designs of buildings, squares and other public areas in settlements, verifying the compliance of concept designs with the urban projects, and approving temporary constructions. The chief state architect is elected by the Government, while the chief city architects are elected by local municipalities.
(Un)Developed construction land fees
A new burden for the owners of construction land is that they will be obliged to pay a monthly land development fee, for the undeveloped construction land in their ownership. After the development, the owner is obliged to pay monthly city land rent. The amounts of these fees will be determined by local municipalities - which is expected to occur within 60 days upon the adoption of the General Regulation Plan.
The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.
With the aim of breathing a bit of fresh air into the construction legislation, three new laws have been adopted recently and will be applied with effect from 1 July 2018. The current Construction Act will be replaced with both the new Building Act and the Architectural and Civil Engineering Activities Act, while the current Spatial Management Act will also be subject to certain amendments.
The Slovenian construction legislation went through several major changes due to its complicated and unclear nature. The previous law required broad project documentation, meaning very high expenses and long procedures for obtaining building permits. The new Building Act thus simplifies the procedure and brings many novelties, especially for investors to the procedure itself, with pre-decision being one of the most important ones. Apart from that, the Building Act does not require building permits for simple and temporary buildings. They also become unnecessary for building maintenance and demolition purposes, in which case only the demolition of the building should be registered with the administrative unit 8 days before the demolition starts. The Building Act further broadens the definition of "building" to the physical, construction and similar structural changes.
Apart from the above, the Building Act brings the procedure of obtaining building permits and the procedure of obtaining environmental approval – where the latter is a requirement for the building permit, into the so called "integral procedure". According to the Building Act, only one body based on one document shall decide on both the building permit and environmental approval, while a special role is assigned to the general public, which will have an opportunity to review the documentation and submit comments and suggestions.
One of the main novelties that the Building Act brings, in relation to the renewed procedure on obtaining the building permit, is the reduction of documentation that has to be submitted in order to obtain the building permit. The requested documentation is still to be defined in further regulations that will be adopted after the Building Act is applied. In order to simplify the procedure further, administrative units will have a more important role - being obliged to provide investors with non-binding information and advice.
Investors will now have the possibility of requesting the administrative unit to issue a pre-decision in relation to the compliance of the project with the spatial planning documents and other construction law provisions. Investors will still be obliged to submit detailed project documentation alongside with the request for a pre-decision. However, investors will not be obliged to prove the ownership right or the right to build on land for the issuance of the pre-decision. The pre-decision will provide legal security and investment predictability for the investor, as the administrative unit will issue the opinion on the admissibility of construction even before the administrative unit issues the building permit and the investor obtains ownership over the land. The pre-decision will also be binding for the administrative unit when issuing the building permit itself, and will thus prevent spatial planning documents to be subsequently amended.
The Building Act will also simplify the procedure of obtaining the building permit by amending the procedures on obtaining consent from the competent authorities. The Building Act thus abolishes consent (Slovene soglasja) and instead implements opinions (Slovene mnenje) by the authorities competent for granting the opinions (Slovene mnenjedajalec). In cases when the opinion authority will not issue the opinion, or the opinions are inconsistent or exceed the legal grounds, the administrative unit will be entitled to organise an oral hearing in order to harmonise opinions, and even decide on the opinion itself. If the opinion authorities will not issue an opinion during the given deadline, its' opinion may be substituted with the opinion of the authority supervising the opinion authority, or by the opinion of an expert.
The Building Act further implements broader conditions for the use of the short fact-finding procedure, which will be carried out for all buildings, if the project documentation is submitted together with the building designer's or project manager's confirmation on the fulfilment of the essential conditions, positive opinions of the opinion authorities, notices by third-party participants, and the confirmation on the payment of the communal fee or the compensation for degradation and usurpation.
Also, certain changes will be implemented concerning the registration for the commencement of the construction. Instead of registration with the Labour inspectorate 15 days in advance, the investor will be obliged to register the commencement of construction with the administrative unit 8 days before the construction begins. The registration shall be submitted electronically or by form – which is still to be prescribed by the .
The Building Act also amends the legalisation procedures for existing buildings, aiming to solve past problems. It will be thus possible to legalise all buildings with deviations, which will be acceptable under the Building Act, as well as those buildings, which comply either with the Building Act or with the act which was in use during the construction time. The latter can be carried out 5 years after the Building Act enters into force. Further, all buildings, built prior to 1 January 1998, whose purpose and scale remained the same, can become legal. In those cases, permissions for long-existing buildings will be issued.
Apart from the above, all procedures will be simplified by submitting the requests and documents via the electronic spatial information system, providing for the simple obtaining of permissions and faster communication between the authorities and parties in the procedures. The electronic system is planned to be implemented by 2021.