Introducing the 10th Edition of Our Quarterly Newsletter!
Keep track of legal changes, market trends, and developments in the region with us.
Your opinion matters!
We kindly ask to take a moment to provide your valuable feedback by completing our survey.
E-Delivery Notes in Practice: Obligations, Exemptions, and Monetary Penalties
With the beginning of the new year, the application of the Law on Electronic Delivery Notes (“Official Gazette of the Republic of Serbia”, No. 94/2024 and 109/2025) has also commenced. This Law establishes a unified and centralized system of electronic delivery notes as a mandatory document for recording the movement of goods within the Republic of Serbia. The Law regulates in more detail the conditions, manner, and procedure for issuing, sending, receiving, processing, accepting, presenting, and storing electronic delivery notes, as well as the rights and obligations of entities participating in the movement of goods.
At the outset, it is important to note that the provisions of this Law do not apply to natural persons who are not taxpayers of income from self-employment, within the meaning of the law governing personal income tax.
The provisions of this Law apply to public and private sector entities that participate in the movement of goods within the Republic of Serbia, entities that have the right to dispose of goods, and transport operators in connection with the movement of goods for which a delivery note is issued.
Although the Law on Electronic Delivery Notes was adopted in 2024, it prescribes a phased implementation of the stipulated obligations, as follows:
- As of January 1st 2026, the first obligations entered into force for public sector entities, private sector entities that conduct business with the public sector, and participants in the trade of excise goods, as well as for transporters who must send or possess an electronic delivery note for the movement of goods in these relationships.
- As of October 1st 2027, private sector entities become obliged to receive an electronic delivery note in the event of the movement of goods, in accordance with this Law. From the same date, the provisions of this Law relating to the obligation to send an electronic delivery note where both the sender and the recipient are private sector entities also apply, as well as the obligation of carriers to present the electronic delivery note issued for such movements of goods within inspection supervision procedures, in accordance with the laws governing inspection oversight and this Law.
The Law also introduces certain categories of goods and transactions that are exempt from the obligation to send electronic delivery notes (e.g., goods moving through distribution networks, fueling of aircraft with fuel and lubricants at the same airport, movement of goods arising from retail transactions in accordance with the law governing fiscalization, etc.), as well as additional exemptions provided for in Article 3 of the Law on Electronic Delivery Notes.
It should also be noted that non-compliance with the provisions of this Law is subject to monetary penalties that are not insignificant. Specifically, a legal entity may be fined in an amount ranging from approximately RSD 200,000 to RSD 2,000,000, while responsible persons within a legal entity, entrepreneurs, and carriers may be subject to fines ranging from several tens of thousands to several hundreds of thousands of dinars, depending on the severity of the violation.
The implementation of the Law on Electronic Delivery Notes represents a step forward in the digitalization of the system for monitoring the movement of goods in Serbia, with clearly defined implementation deadlines, scope of application, and sanctions for non-compliance, thereby improving transparency, oversight, and efficiency of business processes in trade and transport of goods.
The Law on Capital Market: What do the New Amendments Bring?
The provisions of the Capital Market Law represent the main legal framework for financial instruments in the Republic of Serbia, regulating: the public offering and secondary trading of financial instruments; regulated markets and multilateral trading facilities in the Republic of Serbia; the provision of investment services and the performance of investment activities, including the issuance of operating licenses and the regulation of investment firms and other participants in the capital market; the disclosure of financial and other information, as well as the reporting obligations of issuers and public companies in accordance with the Law; and the organization and operation of the Central Securities Depository and Clearing House.
Given the complexity of the relevant European regulations, which have largely been transposed into the Capital Market Law, the competent state authorities monitored the application of the new legislative framework in the previous period in order to assess regulatory requirements and changes in market conditions, as well as the needs of market participants.
Based on communication with market participants and state authorities, the proposer of the law prepared and submitted to the National Assembly of the Republic of Serbia a proposal for the Law on Amendments to the Capital Market Law, which was adopted by the National Assembly and entered into force on 12 December 2025.
The amendments introduced minor technical corrections, additional clarifications, and further specification of existing provisions of the Capital Market Law, with the aim of preventing possible misinterpretations, as well as practical issues and disputes. In this regard, the amendments further clarify the existing provisions governing pledges over financial instruments, while at the same time, in line with European regulations, simplifying the obligations of issuers whose securities are admitted to trading on multilateral trading facilities and organized trading facilities.
Targeted Validation – A New Opportunity to Register Rights in the Cadastre
As of 1 January 2026, amendments to the Law on State Survey and Cadastre have entered into force, introducing a new legal institute – targeted validation. This represents a significant legislative innovation aimed at resolving long-standing practical issues, as it enables the registration of rights in the real estate cadastre even in cases where it was previously impossible due to formal deficiencies in older documentation.
Targeted validation is intended for persons holding old contracts, court or administrative decisions, and other instruments issued several years or decades ago, which, under previous regulations, could not be implemented in the cadastre.
The essence of targeted validation lies in the fact that the law allows the registration of rights even in situations where all formal requirements previously obligatory are not met, introducing two key innovations:
- A simplified electronic procedure is available for verifying old instruments, with identification through the eGovernment system;
- The law establishes special cases of registration in which rights can be registered even when traditional formal requirements are not met.
Within the framework of targeted validation, the following may be submitted:
- Contracts notarized before 1 September 2014;
- Court, administrative, and other instruments issued no later than 8 June 2018.
Submission of applications is not time-limited, meaning parties may initiate the procedure at any time once they possess relevant documentation.
The targeted validation procedure is carried out in the following steps:
Preparation of Documentation
All instruments forming the basis for the registration of rights (contracts, court or administrative decisions, and other relevant documentation) are collected, regardless of their formal deficiencies.
Submission of Application
Applications are submitted via a dedicated application on the official website of the Republic Geodetic Authority (RGA), under the option “Targeted Validation – Applications.” Information about the property is not entered in advance but is determined based on the submitted documentation.
Verification of Documentation
The Republic Geodetic Authority reviews the submitted instruments to determine whether the conditions for applying targeted validation are met and whether there is a basis for registering rights in accordance with the law.
Decision
If the legal requirements are fulfilled, the rights are registered in the real estate cadastre. If the instruments cannot serve as a basis for registration, the applicant receives a notification with clear instructions for further action.
Targeted validation does not replace the “Svoj na svome” procedure but complements it and can be conducted in parallel.
The most common issues resolved by targeted validation relate to: old contracts lacking consent for registration (clausulae intabulandi); mortgages older than 30 years for which no cancellation certificate exists; discrepancies between contract data and cadastre data concerning area, parcel numbers, or designations; and inconsistencies in personal data in the documentation.
Targeted validation enables the registration of real property rights that have existed for years but were not recorded, ensuring they are finally verified and entered into the cadastre in a lawful and reliable manner.
The “e-Sick Leave – Employer” System: Advancing Digitalization in Employment Relations
The National Assembly has adopted the Law on the Exchange of Data, Documents, and Notifications in Cases of Temporary Incapacity for Work Through the Software Solution “e-Sick Leave – Employer”. The Law entered into force on December 12th 2025 and applies as of January 1st 2026.
As of that date, all employers are required to register with and use the system, except for entrepreneurs, who will be subject to this obligation as of January 1st 2027.
The system fully digitalizes communication among employers, employees, competent healthcare authorities, and the Republic Health Insurance Fund in matters relating to temporary incapacity for work and the exercise of rights arising therefrom.
Certificates and reports on temporary incapacity for work will be available exclusively in electronic form, and employees will no longer be required to submit them to their employers.
As of April 1st 2026, the submission and processing of requests for the calculation of salary compensation during temporary incapacity for work will also be digitalized, as well as the submission of objections and requests and the receipt of notifications regarding the assessments of medical commissions.
The functionalities of the “e-Sick Leave – Employer” system enable employers to monitor sick leave status in real time, search data based on various criteria, and generate reports related to temporary incapacity for work directly through the system.
However, the introduction of this system has highlighted an unresolved issue in practice. An increasing number of employers provide private health insurance to their employees, while the use of private healthcare services continues to grow. Accordingly, many employers recognize paid leave, through their general acts, based on certificates issued by private healthcare professionals.
However, health insurance regulations remain inconsistent with this practice and govern sick leave solely based on certificates and reports from public healthcare institutions. This approach remains unchanged with the introduction of the ‘e-Sick Leave – Employer’ system, meaning that leave based on private healthcare certificates continues to be at the employer’s discretion. Employers are not entitled to reimbursement for salary compensation paid to employees absent for more than 30 days based on private medical certificates. To reduce potential abuse, employers who accept such certificates must regulate this issue in their internal acts.
The New Law on Civil Registry and EU Standards Compliance
A new Law on the Civil Registry has been adopted in the Republic of Serbia and entered into force on December 12th 2025; however, its application has been postponed for a period of three years (i.e., until December 12th 2028).
Nevertheless, the provisions whose application has not been postponed relate to foreigners in the Republic of Serbia. An obligation has been introduced whereby, in the event of the birth, marriage, or death of a foreign national, the registrar must, in accordance with the provisions of the relevant international agreement, forward an extract from the birth, marriage, or death records to the competent foreign diplomatic or consular mission, for the purpose of informing the country of origin of the change in the personal status of its national, except in the case of persons with asylum seeker status and persons who have been granted asylum.
Another novelty of the new Law whose application has not been postponed, i.e., which is immediately applicable, is that the transfer of data from the currently existing Register of Civil Status Records into the records of births, marriages, and deaths will be carried out by a special organization, under the supervision and with the support of the Ministry. The reason for such data transfer lies in the fact that three separate civil registers (births, marriages, and deaths) are currently maintained in both paper and electronic form, while the goal is full digitalization and the introduction of a single, unified register of these data. The deadline for completing the described data transfer is December 12th 2028.
When adopting the new Law, it was emphasized that it was enacted due to the need to harmonize the legal and institutional framework of the Republic of Serbia with modern standards and best practices of the European Union in the field of personal data management and public administration digitalization.
New Law on Waste Management: Digitization, Waste Prevention Measures and Energy Possibilities
In the Republic of Serbia, a new Law on Waste Management has been adopted, and as of the date of its entry into force (December 12th 2025), the previous Law on Waste Management ceased to apply.
All legal entities and individuals have been given a one-year deadline to align their operations with the provisions of the new regulation, and within the same period new secondary legislation will also be adopted.
The most significant novelty is the introduction of digitalization of documents related to waste movement. However, the application of provisions requiring waste holders to submit the Waste Movement Document to the Environmental Protection Agency exclusively in electronic form has been postponed until January 1st 2027.
The fact that the new Law introduces the possibility of importing non-hazardous waste for energy purposes has attracted the greatest public attention. Such imports will require a license and will be carried out under the supervision of the Ministry of Environmental Protection, in compliance with the provisions of the Basel Convention, which regulates the transboundary movement of waste. It is stated that the aim of enabling this option is to reduce the Republic of Serbia’s dependence on fossil fuels.
In addition, the Law introduces waste prevention measures, particularly with regard to food waste, and establishes mandatory waste management planning for all waste producers. It is emphasized that the primary goal of the new Law is harmonization with European standards, including the European Union directive that restricts the use of harmful phthalates in electrical and electronic equipment.
Adnan Sarajlić, Edna Basara
Reforms of the Payment System in Republika Srpska: A Step Toward Open Banking
At its session held on December 18th 2025, the Government of Republika Srpska confirmed the Draft Law on Payment Services of Republika Srpska (hereinafter: the “Law”). With its adoption, banks and postal traffic enterprises will gain competitors in the payment services market in the form of payment institutions, whose presence is expected to significantly contribute to strengthening market competition, the development of technological innovations, an increased level of protection for users of payment services, a reduction in the use of cash in payment transactions, greater representation of electronic commerce, and a gradual alignment with the European payment system for cross-border euro payments (SEPA – Single Euro Payments Area).
The Law establishes a more modern regulatory framework for payment transactions, systematically regulating the rights and obligations of payment service providers and users, as well as mechanisms for supervising the functioning of the payment system. Of particular importance is the introduction of payment institutions as new market participants, which gradually moves away from the bank-centric model and opens space for the development of financial technologies and innovative payment solutions. In this context, waiting in queues at bank counters is gradually being replaced by digital platforms, enabling faster and more efficient payment methods as well as direct management of accounts and transactions through electronic services.
The proposed solutions largely reflect the fundamental principles of Directive (EU) 2015/2366 on payment services in the internal market (PSD2), particularly in terms of market liberalization and the affirmation of the open banking concept. Similar models have already been implemented in the Republic of Serbia, providing regulatory and practical experience that may prove useful in the application of the Law in Republika Srpska. This enables users to benefit from greater flexibility in using payment services, along with improved transparency and efficiency of payment transactions.
However, the full implementation of the Law requires a clear delineation of competences and effective regulatory oversight, especially considering the constitutional and legal role of the Central Bank of Bosnia and Herzegovina within the payment and monetary system. In this regard, the effectiveness and actual reach of the reform will depend on the consistent application of the legal provisions and adequate supervision of payment service providers.
In the coming period, the adoption of the Law and its application in one of the entities of Bosnia and Herzegovina is expected, while the question remains open as to what effects it will have on the payment market and whether it will ultimately become a model extended to the entire territory of Bosnia and Herzegovina.
Vasilisa Pejović, Damir Bećirović
The New Law on Business Organizations as a Key Reform in 2026
The last quarter of 2025 was marked by preparations for the implementation of the new Law on Business Organizations, adopted in August 2025, as well as by a series of other legislative amendments adopted at the end of the year, which together establish the regulatory framework for the beginning of 2026.
The new Law on Business Organizations in Montenegro represents a comprehensive reform of company law, aimed at full alignment with European Union law and at addressing the shortcomings of the 2020 law and its subsequent amendments. The Law has been applicable since January 1st 2026, with a transitional period of three months for aligning the organization and operations of business entities and entrepreneurs, as well as for registering changes with the Central Registry of Business Entities (CRBE).
One of the most significant novelties is the possibility of fully electronic incorporation of business entities, without the physical presence of founders, with exclusively electronic signing and submission of documentation. At the same time, the competent authority retains the right, on an exceptional basis, to require physical presence for the purpose of verifying identity, legal capacity, or authorization to represent, which may pose a practical challenge during the implementation phase.
The Law introduces a clear terminological distinction between the business name and the company name. The business name must contain the company name, legal form, and registered seat, must be in Montenegrin or another official language, and written in either Latin or Cyrillic script, while the company name itself may also be in a foreign language, thereby strengthening legal certainty in legal transactions.
Special attention is devoted to the protection of minority owners, through a stricter regime for the valuation of non-cash contributions, the right of members holding at least 5% of the capital to request a new valuation, and the possibility of court determination of their value. In addition, the acquisition and transfer of treasury interests, pre-emptive rights, court-ordered transfer of interests, and the right of dissenting members to receive full market value of their interests are further regulated.
The Law sets out in detail the mandatory content of the articles of association of a limited liability company, almost equating them with the statute of a joint-stock company, which may represent an additional burden for small companies. The bodies of a limited liability company, their powers, and issues related to directors’ remuneration are regulated in greater detail. At the same time, significant novelties have been introduced in the areas of joint-stock companies, restructuring, changes in legal form, groups of companies, as well as the institutions of the European Company (SE) and the European Economic Interest Grouping (EEIG), thereby further modernizing the overall corporate system in Montenegro.
VAT Regulation Amendments in North Macedonia: New Rules for Smaller Packages from Foreign Online Platforms
The Government of the Republic of North Macedonia adopted, and the Assembly approved, the amendments to the Law on Value Added Tax, published in the Official Gazette of the Republic of North Macedonia No.247/2025 as of December 10th 2025. These amendments abolish the previous VAT exemption for small shipments ordered through foreign online platforms, with a value not exceeding EUR 22 in the dinar equivalent, representing a significant change in the country’s tax regulation framework.
The purpose of these legislative changes is multi-faceted, encompassing economic, regulatory, and social aspects. Primarily, they aim to strengthen the domestic economic sector and support the competitiveness of national companies, with a direct incentive to create new jobs. Additionally, the measures are intended to reduce the grey economy, prevent the abuse of previous tax benefits, and enhance the effectiveness of state control mechanisms in the areas of import and tax compliance.
Under the new regime, nearly all orders from foreign online retailers, including Temu, Shein, and AliExpress, will be subject to mandatory VAT calculation and customs control upon import into the Republic of North Macedonia. The only exceptions are small non-commercial parcels sent from one individual to another, not exceeding the value of EUR 22. Furthermore, parcels containing alcohol, perfumes, eau de toilette, as well as tobacco and tobacco products, remain excluded from this exemption and are subject to separate tax and regulatory provisions.
These amendments substantially transform the tax treatment of small parcel imports and align the national regulatory framework with European standards, considering that the European Union abolished a similar VAT exemption threshold for comparable parcels as early as 2021. From a legal perspective, the measures carry significant implications for consumers, online trade operators, and importers, as they introduce mandatory VAT procedures, regulate the import of small parcels, and govern their delivery.
The economic impact of the new legal framework is twofold: on the one hand, it increases transparency and compliance with international rules; on the other hand, it directly affects costs, purchasing behavior, and consumption patterns of North Macedonian citizens.
This balance between legal regulation and economic efficiency underscores the strategic objective of the state to create fair trading conditions, strengthen the domestic market, and simultaneously align the national tax practice with contemporary European Union standards.
Determination of the National Minimum Wage Effective January 2026
By Decision No. 776, dated December 19, 2025, adopted by the Council of Ministers, the national monthly minimum wage has been determined as part of state policies aimed at protecting employees’ income and improving living standards. This decision represents the first change to the minimum wage following a three-year period without adjustments.
Effective January 1st 2026, the mandatory national minimum base monthly wage, applicable to all employers (legal or natural persons, domestic or foreign), has been set at ALL 50,000, increased from the previous level of ALL 40,000.
This adjustment represents a 25% increase compared to the previous minimum wage level and forms part of the ongoing policy to raise the minimum wage above EUR 500 per month. The measure is expected to have a positive impact on the living standards of more than 300,000 employees in both the public and private sectors and aims to encourage a reduction in informality in the labour market.
The decision seeks to guarantee a minimum income level for all employees in the public and private sectors, taking into account economic developments, inflation levels, and the need to preserve the purchasing power of wages.
The minimum wage established by this decision is mandatory for all employers and serves as a reference base for employment relationships, the calculation of social and health insurance contributions, and other employment-related benefits.
The decision enters into force on January 1st 2026, in accordance with its provisions, and its implementation is monitored by the competent state authorities.
Disclaimer: This newsletter provides general information and should not be construed as legal advice. Please consult our legal experts for specific guidance tailored to your unique circumstances.