Corporate Governance 2017
Published in the 10th edition of The International Comparative Legal Guide
1 Setting the Scene – Sources and Overview
1.1 What are the main corporate entities to be discussed?
The most important legal forms of corporate entities relevant for providing an overview on corporate governance trends in Serbia are private and public joint-stock companies. Even though the Law on Companies (hereinafter, the “LoC”) does not explicitly classify joint-stock companies into different categories, there are special obligations prescribed for joint-stock companies that publicly emit their shares through public offers. On the other hand, the LoC does allow the possibility for the founders of a joint-stock company to impose limitations on the transfer of shares in the company statute in the form of pre-emption right or compulsory preliminary approval of a transfer.
1.2 What are the main legislative, regulatory and other corporate governance sources?
The main legal source relevant for questions on corporate governance is the Law on Companies (Official Gazette of the RS, No. 36/2011, 99/2011, 83/2014 and 5/2015) as lex generalis applicable to all commercial entities, i.e. legal persons established for performing lucrative activities. In addition, there are several other laws regulating this field of law:
- Law on Contracts and Torts (Official Gazette of Socialistic Federal Republic of Yugoslavia, No. 29/78, 39/85, 45/89 and 57/89; Official Gazette of the Federal Republic of Yugoslavia, No. 31/93; and Official Gazette of Serbia and Montenegro, No. 1/2003 – Constitutional Charter).
- Law on the Capital Market (Official Gazette of RS, No. 31/2011, 112/2015 and 108/2016) (hereinafter, the “LoCM”).