Category: Serbia

CMS has launched a new dedicated Corporate Crime team within its Dispute Resolution and Compliance practice in Belgrade with the joining of Denis Beciric as Of Counsel.

According to CMS, the launch builds on “many years of hands-on experience in advising and representing clients in complex white-collar matters, including fraud, corruption, cybercrime, embezzlement, sanctions, and more. This step marks a new phase for our Dispute Resolution and Compliance practice, as we bring together a focused team of legal professionals with deep knowledge of corporate criminal law and regulatory risk management.”

Before joining CMS, Beciric spent the past ten years in private practice, since 2015. Earlier, he was a Judge with the First Basic Court in Belgrade between 2002 and 2015.

Gecic Law has appointed Jelena Bjelanovic as its new Head of Finance and a member of the firm’s Executive Management Committee.

Bjelanovic has been with the firm since 2024. Previously, she worked for Johnson Electric as a Senior Finance Manager between 2021 and 2025 and in 2018 and was also a Finance Manager with the company between 2015 and 2018. Moreover, Bjelanovic was the Finance Manager for Norma Group in 2020 and the Head of Finance, Controlling, and IT for ZF Group between 2018 and 2020. Earlier still, she was with Delhaize as a CFO in Montenegro between 2011 and 2012, as an Accounting and Tax Director in Belgrade between 2012 and 2013, a Director of Finance and Accounting in Banja Luka between 2013 and 2014, and as the Director of Business Process Management in Belgrade between 2014 and 2015.

Bjelanovic was also a Senior Consultant for Deloitte between 2005 and 2011, a Finance Manager for the ITM Group between 1996 and 2005, and a CFO for Mega Trade System between 1999 and 2004. She began her career as an Audit Junior for Deloitte between 1995 and 1996.

According to the firm, in her new role, Bjelanovic will “oversee the firm’s financial operations and strategic financial planning. Furthermore, as part of the Executive Management Committee, she will play a vital role in driving the firm’s growth, helping foster innovation, and ensuring operational excellence across the firm.”

“We are thrilled to welcome Jelena to our executive leadership team,” said Founding Partner Bogdan Gecic. “Her global experience and forward-thinking financial leadership will be instrumental to our strategic goals. I am confident she will be invaluable in helping us reach new heights.” 

Moravcevic Vojnovic and Partners in Cooperation with Schoenherr has advised Elixir Group on its recent green bond issuance totaling RSD 4.1 billion (approximately EUR 35 million). 

Elixir Group is a chemicals and mineral fertilizers producer. According to Schoenherr, the transaction saw the issuance of 341,700 green bonds, each with a nominal value of RSD 12,000, bearing an annual interest rate of 6% and maturing in five years. The bonds are set to be listed on the Open Market of the Belgrade Stock Exchange. Proceeds from the bond issuance will be used to finance the construction of a new plant in Prahovo, Serbia, for the production of crystalline technical mono ammonium phosphate.

Additionally, Schoenherr reports that Scope Ratings has assigned a first-time issuer rating of BB/Stable to Elixir Group and a preliminary bond rating of (P) BB+ to the RSD 4.1 billion unsecured bond.

The Schoenherr team included Partners Luka Lopicic and Igor Zivkovski, Attorneys at Law Milica Zecevic, Marija Grujeska, and Pavle Eric, and Associates Milos Jokic, Isidora Grujicic, and Nadja Gogic.

AKT Todorovic & Partners has joined forces with PR Legal with Ivan Todorovic becoming a Partner. At the same time, Ivana Ruzicic has taken over as sole Managing Partner.

PR Legal stated that “this merger significantly strengthens PR Legal’s Corporate and Commercial Law practice while expanding our expertise in Intellectual Property, Dispute Resolution, and Insolvency and Reorganization Law. We are particularly excited to grow our practice in Sports Law, a dynamic and rapidly developing area, allowing us to further establish PR Legal as a leading player in these vital sectors.”

Finally, with Ruzicic taking over as the sole Managing Partner of PR Legal, the firm stated that Senior Partner Milan Petrovic will “remain a key figure in the firm, bringing years of invaluable experience and a strong network of client relationships that continue to support our growth. His ability to build lasting client partnerships and handle challenging legal matters ensures that PR Legal stays on a strong path forward.”

On 17 January 2025, the Ministry of Labor, Employment, Veteran and Social Affairs of the Republic of Serbia rendered two new rulebooks in the field of occupational safety and health, the implementation of which begins on 28 April 2025, as follows:

• Rulebook on the manner and deadlines for keeping records in the field of safety and health at work; and
• Rulebook on preventive measures for safe and healthy work at height. 

Rulebook on the manner and deadlines for keeping records in the field of safety and health at work

The new Rulebook regulates in more detail the manner of keeping records in the field of safety and health at work by the employer.

With the beginning of its implementation, the previous Rulebook on records in the field of safety and health at work (“Official Gazette of the Republic of Serbia”, no. 62/07 and 102/15) ceases to be valid.

Unlike the previous 14, the new Rulebook envisages 11 forms of records in the field of safety and health at work, whereby some records have been changed, and some have been removed or replaced with new records, and now read:

1. Records of Jobs with Increased Risk, Employees Performing These Jobs and Their Medical Examinations – Form 1;
2. Records of Injuries at Work – Form 2;
3. Records of Occupational Diseases – Form 3;
4. Records of Employees Exposed to Biological Hazards Group 3 and/or 4 – Form 4;
5. Records of Employees Exposed to Carcinogens/Mutagens/Chemicals/Asbestos and Health Status and Exposure – Form 5;
6. Records of Employees Trained for Safe and Healthy Work and Proper Use of Personal Protective Equipment – Form 6;
7. Records on the Application of Measures for Safety and Health at Work for Activities referred to in Article 48 of the Law on Safety and Health at work – Form 7;
8. Records of Inspections and Checks of Work Equipment – Form 8;
9. Records of Inspections and Tests of Electrical and Lightning Protection Installations – Form 9;
10. Records of Performed Tests of Working Environment Conditions – Form 10;
11. Records of Issued Personal Protective Equipment – Form 11.

Records in the field of safety and health at work are certified by the employer and signed by the advisor/associate for safety and health at work as a rule. Employers are now allowed to keep all records, with the exception of Form 6, in electronic form, using a qualified electronic certificate.

The deadlines for keeping said records according to the provisions of the new Rulebook are:

• 40 years for forms No. 1, 2, 3, 4, 6, 7, and 11;
• 6 years from the date of termination of the validity of the expert report – for forms No. 8, 9, 10;
• 40 years after the cessation of exposure to asbestos/carcinogens/mutagens/ biological agents/chemical agents – for Form No. 5.

Rulebook on Preventive Measures for Safe and Healthy Work at Height

The new Rulebook on Preventive Measures for Safe and Healthy Work at Height defines in more detail what is to be considered work at height. Namely, work at height within the meaning of this Rulebook is considered to be any work on scaffolding, working platforms or ladders, on the maintenance of installations in industrial facilities, on trees, on the outer parts of buildings, on the roof, etc.

In order to avoid working at height, the Employer is obliged to provide all possible technical measures and means, especially equipment for mechanized work. However, when it is not possible to avoid working at a height, the employer is obliged to provide employees with the use of personal protective equipment, as well as fall protection systems, such as protective fences, protective nets, and other fall arrest equipment in order to prevent falls from a height.

Furthermore, the duty of employers is more detailly regulated to assess the risk of injury and damage to the health of employees for all workplaces where there is a possibility of working at height. The employer fulfils this obligation by adopting a risk assessment act, whereby it is obligatory to take into account hazards such as unsecured edges and openings, fragile and breakable surfaces that cannot withstand the weight of employees, sharp edges on structures, hazards related to weather conditions, proximity to power lines, as well as other prescribed hazards and harmfulness.

The employer is also obliged to provide employees who work at height with a work permit, which includes, among other things, the location (place of work), the name of the workplace, a precise description of the work performed at height with the methods of work, a list of work equipment intended for temporary work at height and a list of personal protective equipment.

Finally, it is prescribed that the person who performs these tasks must meet additional requirements in terms of medical fitness, must perform regular medical examinations (before starting work and periodically), and must complete training for safe and healthy work.

By Jelena Nikolic, Partner, and Marko Ilic, Senior Associate, JPM Partners Serbia

NKO Partners has advised CTP on the acquisition of a land site in Nis, Serbia, from Eurosalon subsidiary Malford Beograd. The seller was advised by sole practitioner Goran Radovac.

According to NKO Partners, the site “spans nearly six hectares and is situated in a prime industrial zone. CTP plans to develop over 40,000 square meters of industrial and commercial space on this site as part of its ongoing expansion of operations in Nis.”

The NKO Partners team included Partner Djordje Nikolic, Senior Associate Luka Aleksic, and Associate Nikola Obradovic. 

Apartments, houses and other objects are often owned by several persons and sometimes it is necessary to divide them.

When all co-owners agree on the division, the process is straightforward and can be carried out by mutual agreement. However, when there is no such consensus, a forced division procedure becomes necessary, which is the focus of this blog.

Preference is always given to physical division, which is carried out when it is possible to partition the property in accordance with the co-owners’ respective shares, ensuring that each party receives a functionally independent section (e.g., converting one apartment into two). If physical division is not feasible (mainly when it comes to smaller buildings or buildings owned by a larger number of persons) the public sale of the building begins, and the money is distributed among the co-owners from the price obtained.

Therefore, in the court proceedings, based on the opinion of experts in the construction profession, it is determined whether it is possible to proceed to the physical division of the building where each co-owner will get his functional part, or whether it only remains to sell the building and pay the co-owners from the price obtained.

However, even when the court confirms that physical division is possible, co-owners often face additional challenges. Many assume that the court ruling finalizes the process, but in reality, the court decision cannot be directly implemented in the land cadastre. Instead, a permit from the relevant municipal authority for construction affairs must be obtained to authorize the reconstruction and redistribution of premises (as stipulated in Article 145 of the Law on Planning and Construction). To secure this permit, specific technical documentation must be prepared, and upon approval, the necessary construction work must be carried out.

Once the permit is obtained and the work is completed, the cadastre records the newly formed parts of the property (e.g. two separate apartments). However, the cadastre often registers co-ownership of the newly formed units in the same proportions as the original property before division. This issue can usually be resolved through an appeal, requesting the correction of the registration so that each of newly formed units are recorded as the exclusive property of the respective co-owner, as per the court’s ruling. Alternatively, co-owners may exchange their respective shares in the newly formed units, which is a faster solution.

The division process may also have tax implications. However, it is possible to argue before the Tax Administration that no tax liability should arise from the division.

The division of land parcels follows a similar process to building division, with one key difference: instead of obtaining a permit for construction work, a re-parceling procedure must be conducted. This involves drafting a re-parceling plan and securing approval from the relevant urban planning and construction authority.

In conclusion, the division of jointly owned buildings and land parcels is a complex and potentially time-consuming process. The procedure becomes even more challenging when there is no agreement among co-owners, requiring the involvement of legal professionals as well as experts in geodesy, construction, and architecture.

By Milorad Glavan, Partner, DNVG Attorneys

Karanovic & Partners has advised BIG CEE on a EUR 72 million financing – part of a EUR 100 million package from the European Bank for Reconstruction and Development – to expand its retail portfolio across the Balkans. Harrisons advised the EBRD.

According to Karanovic & Partners, this financing supports BIG CEE’s strategic growth and reinforces its position in the regional retail market. 

The Karanovic & Partners team included Partner Katarina Guduric.

The Harrisons team included Head of Banking and Finance Ines Matijevic-Papulin and Senior Associate Mina Zeljkovic

A successful closure of a complex M&A transaction involving the sale of Serbian companies through an innovative escrow solution, overcoming trust issues, financing challenges, and regulatory requirements.

Client Background: Our client, a foreign company, sought to sell two target companies in Serbia to a Buyer. The transaction involved not only the sale of the shares in companies but also the assignment of shareholder’s loans that the Seller had extended to the target companies. These loans were subject to reporting requirements with the National Bank of Serbia (NBS), adding an additional layer of complexity to the deal.

The Challenge: From the outset, the transaction encountered significant challenges. Both parties—the Buyer and Seller—were cautious and distrustful of each other’s intentions. The Buyer was financing the majority of the deal through a credit line from commercial banks and intended to pledge future shares in the target companies to secure the loan. However, the Buyer demanded that the assigned loans, which were registered with the NBS be transferred before proceeding with the transaction.

Conversely, the Seller’s priority was securing the purchase price upfront. This created a deadlock, as neither party was willing to take the first step. Additionally, the financing banks, as a third party, had their own requirements to secure the loan, including the pledge of shares that were not yet in the Buyer’s ownership. The complexity of pledging future shares to the banks further compounded the risk and uncertainty, threatening to derail the entire deal.

Approach and Resolution: Faced with a standoff and the risk of the transaction collapsing, our legal team proposed a comprehensive and innovative solution—a complex escrow mechanism that would ensure both parties were protected while completing the transaction step-by-step. Our goal was to create a structure where the parties could proceed with confidence, knowing their interests were safeguarded at every stage.

The key elements of the proposed solution were as follows:

1. Escrow Account with Bank

We proposed the opening of an escrow account with a trusted bank, where the entire purchase price (both for the shares and for the assignment of shareholder’s loans) to be paid by the Buyer would be held. This provided the Seller with security that the funds were available and would be released only once all the agreed conditions were met.

2. Escrow Agreement with Public Notary

We structured a complex escrow agreement involving a public notary, the Buyer, the Seller, and the financing banks. This agreement outlined the conditions under which the transaction documents—specifically the Share Purchase Agreements (SPAs), Assignment Agreements, and Pledge Agreement—would be deposited with the public notary. The release of these documents to the Seller would occur upon the fulfillment of certain pre-agreed conditions.

3. Detailed Transaction Steps

We outlined a series of 9 complex steps that detailed the entire sequence of actions required to finalize the transaction. These steps were designed to ensure that all legal and financial requirements were met, and that both parties were protected at each stage. The release of the transaction documents was structured in stages, with certain documents being released to the Buyer and Seller only after the completion of key steps. The registration of the Buyer as a new shareholder and the registration of the pledge over shares in favor of the banks were tied to the final steps in the process—specifically, the release of funds from the escrow account to the Seller’s account. Only after the payment of the full purchase price from the escrow account to the Seller, the Public Notary was authorized to distribute all original counterparts of the subject of deposit to the parties.

Outcome: The transaction, which had been in serious jeopardy due to mistrust and delays, was successfully completed. The escrow mechanism provided a clear framework for both parties, ensuring that all conditions were met before any party took a significant step. The detailed and structured approach helped manage the risk, resolve the impasse, and ultimately led to the successful closure of the deal.

Thanks to the proposed solution, both the Buyer and Seller were able to move forward with confidence. The Buyer secured the shares and loans as per the agreed terms, and the Seller received the full purchase price.

This case exemplifies our firm’s ability to provide innovative solutions to complex M&A challenges, especially when trust and negotiation barriers arise. Our deep understanding of Serbian legal frameworks, combined with practical experience in dealing with multi-party transactions, was key in facilitating this successful deal.

By Veljko Dostanic, Partner, MMD Advokati

Moravcevic, Vojnovic and Partners in cooperation with Schoenherr has advised BlackPeak Capital on its investment in Kafeterija.

BlackPeak Capital is a provider of growth equity capital to SMEs in Southeast Europe.

Kafeterija is a Serbian specialty coffee chain. 

The Schoenherr team included Partners Luka Lopicic and Igor Zivkovski, Attorney at Law Pavle Eric, and Associate Milos Jokic, Isidora Grujicic, and Nadja Gogic.