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Supervisory Board

The Supervisory Board (“SB”) exists if a two-tier corporate governance system is established, in which case the other governing body is the Managing Director (the “MD”) (as opposed to a one-tier corporate governance system where only the MD, one or more, exists). The Shareholders of the Company decide through the General Meeting (the “GM”) whether the Company will have a one-tier or a two-tier system (and amend MoA with that respect as corporate governance system must be determined in the MoA).

[...]

Division of Duties: The SB has the following key duties: appointment and removal of the MD; supervision of work of the MD; carrying out internal audit of the Company’s operations; monitoring general compliance with the law of the Company’s operations; establishing accounting and risk management policies, etc. Unless provided otherwise by the Company’s Memorandum of Association (the “MoA”), the SB annually submits to the GM a written report on the Company’s business operations and supervision of work of the MD.

Composition: The SB consists of at least 3members, appointed by the GM, none of which can serve as the MD of the Company. The number of the SB members is set by the Company’s MoA and it must be odd.

Appointment/Dismissal Competence: The members and the Chairman of the SB are appointed and dismissed by the GM. The term of office of the SB members cannot be longer than 4 years. The SB members may be re-appointed on their position. In addition, term of office of the SB members ends upon expiration of the term for which he/she was appointed to that position as well as in case that the GM does not adopt annual financial statements. In such case, new SB member(s) must be appointed at the next GM, until when the SB members (whose term of office has expired) continues to perform his/her function (unless his/her place in the SB was filled through co-optation procedure meaning that remaining SB members may temporarily appoint his/her alternate).

Alternates:  Although not common in practice (and not explicitly regulated by Company Law), SB members may be represented on the SB Meeting by a proxy based on a Power of Attorney.

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
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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 Chairman of the SB.

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 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 SB member).

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 (if required).   

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.
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
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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 Chairman of the SB.

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 SB member).

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 (if required).

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.
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.
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