Strategies for Transferring Your Company in Serbia

Transferring a company established in Serbia can become an extremely effective strategy when properly structured, whether for a complete exit, acquiring a partner, or restructuring. Especially in d.o.o. (limited liability company) structures, the mechanisms for share transfer and accepting new partners offer fast and flexible solutions for both domestic and foreign investors.

Why is Company Transfer in Serbia a Strategic Move?

Serbia has become a rapidly attracting market for foreign direct investments in recent years, thanks to its 15% corporate tax rate, EU alignment process, and its position in the Balkans. The World Bank and international reports indicate that a significant portion of SMEs change hands each year, with a substantial part of the buyers coming from investors in the EU and Turkey.

This scenario is important from two perspectives:

• The opportunity to liquidate your existing Serbian company by selling it at its value or focusing on different markets
• The chance to restructure your Turkey-based group in the Balkans, providing tax and operational efficiency

However, viewing the company transfer merely as “find a buyer, sign a contract” creates serious risks. Steps taken without complying with areas such as the Serbian Companies Act, tax legislation, transfer pricing, and competition law may result in retrospective tax audits, administrative fines, and unexpected liabilities.

Basic Methods of Company Transfer in Serbia

Since the most common type of company in Serbia is the limited liability company (d.o.o.), the following strategies are primarily shaped through this structure.

1. Sale of Shares (Equity) for Complete or Partial Transfer of the Company

Share transfer is the most practical way to transfer a company in Serbia. The existing partner sells their shares to the buyer; the company’s legal personality, contracts, licenses, and employees remain under the same roof.

How does it work?

• A notarized share transfer agreement is prepared between the seller and the buyer.
• The approval mechanisms stipulated in the company’s articles of association (such as preemptive rights of other partners) are applied.
• The transfer is registered with the Serbian Business Registers Agency (APR). It usually concludes within 5–15 days.

Advantages:

• A fast process generally completed within “days/weeks”
• No obligation to change the capital structure; the company’s history, contracts, and licenses continue as they are
• Generally does not require prior government approval in most sectors; there are no special restrictions for foreign investors

Disadvantages / points to consider:

• For the seller, corporate income tax (CIT) arises on capital gains (general rate is 15%)
• Notary and legal costs
• All past liabilities of the company remain with the new owner; therefore, comprehensive due diligence is critical

This method is the most preferred model for owners who want to completely exit from their presence in Serbia or transfer their company to a foreign group.

2. Admission of a New Member (Partner) and Capital Increase

Admission of a new member is a structure where the buyer becomes a partner in the company; it is often designed together with a capital increase. It is particularly prominent in scenarios where the partnership continues, and partial exit or strategic partnership is targeted.

How does it work?

• The company’s articles of association are amended to include the new partner.
• If necessary, a capital increase is made; the new partner contributes cash or non-cash capital.
• All changes are registered with the APR.

Advantages:

• Provides new capital entry into the company; can fund growth, capacity increase, or new market investments.
• The founding partner can create a partial exit + control sharing scenario by retaining part of their shares.
• Very flexible in joint ventures and strategic collaborations.

Disadvantages:

• Approval of existing partners is required; share ratios may need to be restructured.
• Amendments to the articles of association and possible capital increase require more preparation than share transfer.

3. Asset Sale and M&A Structures

In more complex transactions, the buyer may only want to acquire specific assets (machinery, inventory, brand, software, real estate). In this case, the asset deal model is used.

Pros:

• The buyer acquires only the target assets without taking on unwanted debts and risks.
• The seller can use this model to liquidate the company or divest non-core activities.

Cons:

• Asset transfer generally incurs VAT (20%); share transfer is exempt from VAT.
• A separate procedure is required for each type of asset (transfer in the land registry, notification to the intellectual property office, etc.); the process is fragmented.

In larger transactions, merger or acquisition processes come into play; when turnover thresholds are exceeded, merger control may arise with the Serbian Competition Protection Commission.

Foreign Investors and Regulations: Are There Restrictions?

As a general principle, the legislation grants national treatment to foreign investors. That is:

• Foreigners can establish companies in Serbia with 100% ownership or acquire existing shares.
• Profits, dividends, and sales proceeds can be freely transferred abroad after taxes are paid.
• Generally, no National Bank (NBS) approval is required for ownership transfers between domestic and foreign residents; foreign currency transfers are conducted under the framework of contracts.

However, in regulated sectors such as banking, energy, and telecommunications, licensing and special permit processes may come into play. Additionally, separate procedures and approvals may be required for companies where the state has a direct or indirect stake (such as those under privatization).

Tax Dimension: What Taxes Arise in Company Transfer?

When planning a transfer, it is essential to consider the tax impact as much as the legal structure. The main headings in Serbia are as follows:

Capital Gains and Corporate Income Tax

In share transfer, the selling company (or individual) calculates capital gains subject to corporate income tax (CIT) on the profit obtained from the sale of shares:

• Rate: The general CIT rate is 15%
• Tax Base: Sale price – adjusted book value

Capital gains may differ from what you expect due to intra-group structures, previous losses, revaluation differences, and local accounting standards. Therefore, a detailed tax modeling should be conducted before the sale.

VAT

• Share transfer is exempt from VAT under normal conditions.
• Asset transfer, on the other hand, generally incurs 20% VAT, which can significantly affect the buyer’s cost.

Dividend and Withholding Tax

Although not directly related to the company transfer, if you plan to distribute dividends before or after the sale, a general 15% withholding tax is applied on dividends. Double taxation treaties (for example, the Serbia–Turkey treaty) may reduce this rate.

Transfer Pricing and Related Party Transactions

If the transfer involves intra-group restructuring, share sales between subsidiaries, or management services, borrowing, etc., transfer pricing rules come into play in Serbia.

• Related party is generally defined by criteria such as direct or indirect ownership of 25% or more, voting rights, family ties, or connection with one of the 51 jurisdictions with preferential tax regimes.
• The arm’s length principle applies to all transactions between these parties.
• Companies submit a transfer pricing file along with their corporate income tax return (within 180 days from the end of the accounting period).
• There are simplified documentation options for lower-value transactions.

The rules are in line with the OECD approach; a similar framework is also found in international tax guides. However, field experience is critical in terms of local expectations (such as Balkan or Serbian comparisons).

Company Transfer Process: Step-by-Step Roadmap

1. Preliminary Preparation and Strategy Design

A successful transfer begins with the process of “preparing the company for sale”:

• Review financial statements, clear any past disputes if any.
• Examine the company’s articles of association, partnership agreements, options, and pledge agreements.
• Check the provisions related to change of control in significant contracts (customers, suppliers, bank loans).
• Clarify the registration and ownership status of intellectual property rights such as trademarks, patents, software.

If you properly complete both legal and financial “homework” at this stage, you will have a stronger position in the subsequent valuation and negotiation processes.

2. Valuation and Negotiation

In international practice, Serbian SMEs are generally valued by:

• EBITDA multiples (for example, 4–6x) or
• Discounted cash flow (DCF) methods.

Be sure to address the following points during negotiation:

• Whether the sale will be share or asset transfer
• Guarantee and indemnity clauses for hidden tax and labor law risks
• Payment plan (lump sum, installments, earn-out performance-based components)
• Closing conditions (approvals, permits, debt settlements, etc.)

3. Legal Documentation and Notary Process

Depending on the chosen model, you will prepare the following documents:

• Share transfer agreement or decisions regarding the admission of a new partner
• If necessary, amendment to the articles of association and decision for capital increase
• Decisions from management bodies (general assembly, directors)
• A set of contracts in Serbian and, if necessary, in English (or Turkish)

The share transfer agreement is notarized by an authorized notary in Serbia. The notary checks the identities and representation authorities of the parties. Then the entire set is submitted to the APR; registration occurs within an average of 5 business days.

4. Tax and Official Applications

Once the transfer is completed or before it is completed, the following steps arise:

• If necessary, obtain a tax clearance certificate.
• If capital gains arise, declare it in the corporate income tax return for the relevant accounting period.
• If related parties are involved, update the transfer pricing documentation.
• If competition law thresholds are exceeded (in large turnover mergers), notify the Competition Protection Commission.

5. Post-Closing: Operational Compliance

Managing the cash entering the company, updating bank signing authorities, informing key customers through meetings, and clear communication with employees about the process play a critical role in ensuring the smooth operation of the transfer.

Risks, Common Mistakes, and Ways to Avoid Them

The most common risks investors face during the company transfer process in Serbia include:

• Insufficient due diligence: Issues such as tax debts, social security deficiencies, labor law lawsuits, and unregistered employment may arise later.
• Neglecting transfer pricing and intra-group transactions: Non-compliance with related party pricing rules can lead to retrospective penal assessments.
• Overlooking currency and fund transfer planning: When the contract currency, payment plan, and collection account are not properly structured, currency risk increases.
• Delays in employee communication: Especially in companies with more than 20 employees, if job security and union processes are not managed correctly, reputation and productivity loss may occur.

To mitigate these risks:

• Conduct independent legal and financial due diligence.
• Seek advice from local experts for tax and transfer pricing.
• Structure clear guarantee, indemnity, and earn-out mechanisms in contracts.
• Design the operational integration plan (IT, accounting, payroll, human resources) in advance.

Corpenza and Company Transfer, Restructuring, and Mobility in Serbia

Company transfer in Serbia is generally not a standalone transaction but part of an international structuring strategy. Your parent company in Turkey, your subsidiaries in the EU, your production or service operations in Serbia, and your employees moving between these are all parts of the same picture.

At Corpenza, we work with an approach that addresses this entire picture:

• Structuring the company transfer: We evaluate whether share transfer, admission of a new partner, or asset sale is more efficient from your perspective, considering local and international tax, legal, exit strategy, and investment goals.
• International tax and accounting integration: We plan CIT, withholding, and VAT obligations in Serbia in compliance with your legislation in Turkey and other countries; we optimize intra-group pricing (transfer pricing) according to OECD and local regulations.
• Payroll, EOR, and posted worker models: After the company transfer, we support you in managing your human resources in Serbia or other countries in a tax and social security compliant manner using payroll, employer of record (EOR), and posted worker solutions.
• Residence permits, golden visas, and mobility: We design your investment in Serbia in conjunction with your residence and citizenship plans in the EU; we plan the international mobility of executives and key employees.
• Incorporation and restructuring: When you want to transfer, close, or consolidate your existing Serbian company under a new holding structure; we design a multi-country incorporation strategy from end to end.

With this approach, you can transition from a singular share transfer transaction in Serbia to a comprehensive long-term international tax and mobility strategy covering your entire group.

Conclusion: Company Transfer in Serbia Can Be a Strategic Transformation, Not Just an Exit

Company transfer in Serbia offers a wide range of tools from share sales to the admission of new partners, from asset transfers to mergers and acquisitions. When you choose the right method:

• You can maximize the value of your investment,
• You can minimize tax and regulatory risks,
• You can create a sustainable growth or exit plan integrated with your structures in Turkey and Europe.

Therefore, addressing the company transfer in Serbia not just from the perspective of “today’s sale price” but within a broader framework encompassing your international positioning, tax structure, and teams provides much higher returns in the long run.

Important Warning / Disclaimer

The information in this text is prepared as general information considering current English sources and general legislative framework for the period of 2024–2025. No statement here should be considered as legal, tax, or financial advice.

Before making decisions regarding company transfer, investment, tax planning, residence permits, or similar matters in Serbia or any other country; always seek professional support specific to your situation and verify current legislation through official sources (for example, the relevant tax authority or business registry). Corpenza and the author cannot be held liable for any direct or indirect damages arising from decisions made based on this text.