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Managing Director

The Managing Director (the “MD”) may be a part of either (i) one-tier corporate governance system - an organizational structure which includes the MD as the sole governing body in the Company, or (ii) two-tier corporate governance system - an organizational structure which includes 2 governing bodies in the Company, the other governing body being the Supervisory Board (the “SB”). A Company may have one or more MDs. The Shareholders of the Company decide through the General Meeting (the “GM”) whether the Company will have one-tier or two-tier system (and amends MoA with this respect) and whether there will be one or more MDs, including separation of duties between MDs.

[...]

Division of Duties: Generally speaking, the MD is responsible for day-to-day business of the Company. Additionally, the MD is responsible for proper keeping of the Company’s accounting books, accuracy of the financial statements, reporting to the SB and the GM, etc. The SB, if the two-tier corporate governance system is elected, controls and supervises the work of the MD.

Composition: A Company may have one or more MDs. The MD(s) may be individual(s) and/or Serbian legal entities whereby at least 1 MD must be an individual (either a Serbian citizen or a foreign national). If the MD is a foreign national, the MD needs to: (i) obtain a qualified electronic certificate (before Serbian Certification Body) for singing the financial statements of the Company; and (ii) obtain a residence and work permit if he/she intends to stay in the Republic of Serbia longer than 90 days within period of 6 months or if he/she is employed.

Appointment/Dismissal Competence: The MD is appointed and dismissed by the GM in the one-tier corporate governance system and by the SB in a two-tier corporate governance system. Unless provided otherwise by the Company’s Memorandum of Association (“MoA”) or a decision of the GM, the duration of the MD’s term in office is unlimited.

Alternates: Not applicable.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Serbia on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Karanovic & Partners before actually changing any board members in Serbia.

Appointment (by the General Meeting)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice (with agenda and drafts of the proposed Resolutions).

Yes, to be signed by the current MD.

Minimum 8 calendar days prior to the GM (unless the MoA requires a longer notice period).

Yes, each Shareholder to receive original notice by certified mail.

No.

Yes, if the GM is attended by all Shareholders, (unless provided otherwise by the MoA).

Notice in writing to each Shareholder to the address stated in the Company`s Shareholders Register (unless otherwise provided by the MoA or if the Shareholder agreed otherwise in writing).
2

GM.

(i) Minutes of the GM;

(ii) Adopted Resolutions.

Yes, Minutes to be signed by the Chairman of the GM, the Minute-Keeper (if designated) and all persons who took part in the GM.

Adopted Resolutions to be signed by the Chairman of the GM.

At the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes, Minutes of the GM and Adopted Resolutions to be kept at the Company`s premises.

No (unless so determined in the MoA).

No, however, the Resolution can be adopted without a physical meeting if is signed by all Shareholders entitled to vote on the specific matter. Further, the GM may be held only in writing or electronically.

The appointment will become effective as per the date of the GM.
3

Filing with the Serbian Business Registers Agency.

(i) Application form;

(ii) Adopted  Resolutions;

(iii) Proof of payment of the administrative fee;

(iv) Amended MoA and consolidated version of MoA (only if existing MoA contains information on the MD).

Yes, application form to be signed by the new MD.

Amended MoA to be signed by the Chairman of the GM and the consolidated MoA by the MD.

No later than 15 calendar days following the GM.

Yes, respective documents to be filed in original or certified copy.

Other documents only if so determined in the MoA.

No.

If filing is not timely a higher registration fee will apply.

Specimen signature is not needed anymore in process of registration but it is required by the bank (upon registration of director). It should be signed by MD in front of a notary and possibly apostilled (depending on country of notarization).
1
Step 1
0-8 days*
2
Step 2
0 days
3
Step 3
0-15 days

0-23 days**

*Less than 8 days only possible if Step 1 is waived.

**Notarization may take additional time.
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Appointment (by the Supervisory Board)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of SB Meeting.

Convening notice (with agenda and drafts of the proposed Resolutions).

Yes, to be signed by the Chairman of the SB.

Minimum 8 calendar days prior to the SB Meeting (unless otherwise provided by the MoA or the Rules of Procedure of the SB (the “RoP”)).

Yes, each SB member to receive original notice by certified mail.

No.

Yes, if accepted by all SB members.
2

SB Meeting.

(i) Minutes of the SB Meeting;

(ii) Adopted Resolutions.

Yes, to be signed by the Chairman of the SB.

At the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes, original copy of the executed Minutes and Adopted Resolutions to be kept at the Company`s premises.

No.

No, however, SB Meetings may be held only in writing or electronically if no SB member opposes (or unless otherwise provided by the MoA or the RoP).

The appointment will become effective as per the date of the SB Meeting.
3

Filing with the Serbian Business Registers Agency.

(i) Application form;

(ii) Adopted  Resolutions;

(iii) Proof of payment of the administrative fee;

(iv) Amended MoA and consolidated version of MoA (only if existing MoA contains information on the MD).

Yes, application form to be signed by the new MD.

Amended MoA to be signed by the Chairman of the GM and consolidated MoA by the MD (if required).

No later than 15 calendar days following the SB Meeting.

Yes, respective documents to be filed in original or certified copy.

Other documents only if so determined in the MoA.

No.

If filing is not timely a higher registration fee will apply.

Possible amendments to the MoA should be adopted at a GM. Still, amendments to the MoA do not affect validity of the appointment of the MD and there is no deadline for producing amendments to the MoA.

Specimen signature is not needed anymore in process of registration but it is required by the bank (upon registration of director). It should be signed by MD in front of a notary and possibly apostilled (depending on country of notarization).
1
Step 1
0-8 days*
2
Step 2
0 days
3
Step 3
0-15 days

0-23 days**

*Less than 8 days only possible if Step 1 is waived.

**Notarization may take additional time.
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Dismissal (by the General Meeting)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice (with agenda and drafts of the proposed Resolutions).

Yes, to be signed by the current MD.

Minimum 8 calendar days prior to the GM (unless the MoA requires a longer notice period).

Yes, each Shareholder to receive original notice by certified mail.

No.

Yes, if the GM is attended by all Shareholders, (unless provided otherwise by the MoA).

Notice in writing to each Shareholder to the address stated in the Company`s Shareholders Register (unless otherwise provided by the MoA or if the Shareholder agreed otherwise in writing).
2

GM.

(i) Minutes of the GM;

(ii) Adopted Resolutions.

Yes, Minutes to be signed by the Chairman of the GM, the Minute-Keeper (if designated) and all persons who took part in the GM.

Adopted resolutions to be signed by the Chairman of the GM.

At the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes, Minutes of the GM and Adopted Resolutions to be kept at the Company's premises. 

No (unless so determined in the MoA).

No, however, the Resolution can be adopted without a physical meeting if is signed by all Shareholders entitled to vote on the specific matter. Further, the GM may be held only in writing or electronically.

The dismissal will become effective as per the date of the GM.
3

Filing with the Serbian Business Registers Agency.

(i) Application form;

(ii) Adopted  Resolutions;

(iii) Proof of payment of the administrative fee;

(iv) Amended MoA and consolidated version of MoA (only if existing MoA contains information on the MD).

Yes, application form to be signed by the MD.

Amended MoA to be signed by the Chairman of the GM and consolidated MoA by the MD.   

No later than 15 calendar days following the GM.

Yes, respective documents to be filed in original or certified copy.

No (unless so determined in the MoA).

No.

If filing is not timely a higher registration fee will apply. Further, the dismissed MD will still be registered as statutory representative with the Serbian Business Registers Agency and information on the new MD will not be visible for third parties.
1
Step 1
0-8 days*
2
Step 2
0 days
3
Step 3
0-15 days

0-23 days

*Less than 8 days only possible if Step 1 is waived.
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Dismissal (by the Supervisory Board)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of SB Meeting.

Convening notice (with agenda and drafts of the proposed Resolutions).

Yes, to be signed by the Chairman of the SB.

Minimum 8 calendar days prior to the SB Meeting (unless otherwise provided by the MoA or the RoP).

Yes, each SB member to receive original notice by certified mail.

No.

Yes, if accepted by all SB members.
2

SB Meeting.

(i) Minutes of the SB Meeting;

(ii) Adopted Resolutions.

Yes, to be signed by the Chairman of the SB.

At the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes, original copy of the executed Minutes and Adopted Resolutions to be kept at the Company's premises.

No.

No, however, SB Meetings may be held only in writing or electronically if no SB member opposes (or unless otherwise provided by the MoA or the RoP).

The dismissal will become effective as per the date of the SB Meeting.
3

Filing with the Serbian Business Registers Agency.

(i) Application form;

(ii) Adopted  Resolutions;

(iii) Proof of payment of the administrative fee;

(iv) Amended MoA and consolidated version of MoA (only if existing MoA contains information on the MD).

Yes, application form to be signed by the existing MD.

Amended MoA to be signed by the Chairman of the GM and consolidated MoA by the MD (if required).

No later than 15 calendar days following the SB Meeting.

Yes, respective documents to be filed in original or certified copy.

No (unless so determined in the MoA).

No.

If filing is not timely a higher registration fee will apply. Further, the dismissed MD will still be registered as statutory representative with Serbian Business Registers Agency and information on new MD would not be visible for third parties.

Possible amendments to the MoA should be adopted at a GM. Still, amendments to the MoA do not affect validity of the dismissal of the MD and there is no deadline for producing amendments to the MoA.
1
Step 1
0-8 days*
2
Step 2
0 days
3
Step 3
0-15 days

0-23 days**

*Less than 8 days only possible if Step 1 is waived.

**Notarization may take additional time.
Download/print Checklist Fee quote
Fee quote

Karanovic & Partners has provided all input about changing board members in Serbia. Karanovic & Partners is [...] a regional legal practice in Southeast Europe with a tradition spanning two decades and cooperating offices in Serbia, Croatia, Slovenia, Montenegro, North Macedonia and Bosnia and Herzegovina. With more than 100 attorneys at law cooperating across the region, we provide integrated services focusing on effectiveness and practicalities in providing solutions to the clients.

For more information about Karanovic & Partners and changing board members in Serbia, please use the below contacts:

TEL: +381 11 3094 200
EMAIL: serbia@karanovicpartners.com
WEB: www.karanovicpartners.com