Legal support in M&A transactions

Buying or selling a business in Serbia or Montenegro is a complex legal and commercial process, where each decision may have long-term financial and strategic consequences.

In practice, these transactions involve legal, tax, and operational risks that must be carefully assessed and aligned before any commitment is made.

For that reason, structured legal support from the outset is essential to ensure a secure and efficient transaction.

When transactions become high-risk

Clients typically seek legal support when:

• acquiring a company without full visibility into its liabilities
• selling a business without adequate protection against future claims
• entering negotiations without a clear transaction structure
• facing uncertainty regarding tax implications or regulatory requirements

In such situations, even minor oversights can lead to significant financial exposure.

Our approach: analysis, structuring, and control

Each transaction requires a tailored approach based on the client’s objectives and risk profile.

Our work includes:

• legal and tax due diligence
• identification of risks and contingent liabilities
• transaction structuring (asset deal, share deal, or reorganization)
• legal support in negotiations
• drafting and negotiating transaction documents
• coordination with financial and tax advisors

The objective is not only to complete the transaction, but to ensure it is legally sound and commercially sustainable.

Key areas of legal support

We provide comprehensive legal assistance across all stages of M&A transactions, including:

Due diligence
Assessment of the legal and financial position of the target company.

Transaction structuring
Selection of the optimal legal model in line with the client’s strategy.

Tax advisory coordination
Structuring transactions to ensure tax efficiency and compliance.

Negotiations and documentation
Representation in negotiations and drafting of transaction agreements.

Risk mitigation
Implementation of legal safeguards to limit exposure to liabilities.

Experience and coordination

Stojković Attorneys has more than a decade of experience advising domestic and international clients in Serbia and Montenegro.

We work in close coordination with financial, tax, and other advisors to ensure that all aspects of the transaction are aligned.

Preparation determines outcome

In M&A transactions, preparation is often the key factor that determines success.

Early legal analysis, a clearly defined structure, and a controlled process significantly reduce risk and increase transaction certainty.

Contact and legal support

If you are planning to buy or sell a business in Serbia or Montenegro, you may contact us at [email protected] or +381 11 328 19 14.

A well-structured transaction begins with a clear legal strategy and informed decision-making.

Frequently Asked Questions – Buying or Selling a Business in Serbia*

What is the most common way to acquire a company in Serbia?

In practice, acquisitions in Serbia are typically structured as either a share deal or an asset deal.

A share deal involves purchasing ownership in the company itself, including its rights and obligations. An asset deal, on the other hand, involves acquiring specific assets while limiting exposure to liabilities.

The choice depends on the transaction objectives, risk profile, and tax considerations.

Is due diligence mandatory when buying a company in Serbia?

Due diligence is not legally mandatory, but in practice it is essential.

Without a proper legal and tax review, the buyer may assume hidden liabilities, including tax debts, contractual obligations, or regulatory risks.

A structured due diligence process allows informed decision-making and risk mitigation before closing.

Can a foreign individual or company buy a business in Serbia?

Yes.

Foreign investors may acquire companies in Serbia without major restrictions in most sectors. However, certain industries may be subject to regulatory approvals or specific licensing requirements.

It is important to assess these aspects early in the process.

What are the main risks when buying a company in Serbia?

The most common risks include:

• undisclosed liabilities
• tax exposure and past non-compliance
• unresolved legal disputes
• unclear ownership or corporate governance issues

These risks are typically identified and addressed during due diligence and contract negotiations.

How are transactions typically documented in Serbia?

M&A transactions are usually governed by a share purchase agreement (SPA) or an asset purchase agreement (APA).

These agreements define the structure of the transaction, purchase price, representations and warranties, liability limitations, and closing conditions.

Proper drafting is essential to protect the parties involved.

How long does it take to complete a transaction in Serbia?

The timeline depends on the complexity of the transaction.

Smaller transactions may be completed within several weeks, while more complex deals involving due diligence, regulatory approvals, and negotiations may take several months.

Are there taxes involved in buying or selling a business?

Yes.

Depending on the transaction structure, taxes may include capital gains tax, transfer taxes, or VAT implications.

Tax structuring is therefore a key element of the transaction and should be considered early.

Can liabilities be limited when acquiring a company?

Yes, but only through proper structuring and contractual protection.

Legal mechanisms such as representations and warranties, indemnities, and escrow arrangements are commonly used to manage and allocate risk.

Do I need to be physically present in Serbia to complete the transaction?

Not necessarily.

Many aspects of the transaction can be handled remotely through legal representatives and authorized signatories.

However, certain steps may require notarization or formal procedures before Serbian authorities.

What is the role of a lawyer in an M&A transaction?

A lawyer ensures that the transaction is legally sound and aligned with the client’s objectives.

This includes structuring the deal, conducting due diligence, managing negotiations, drafting agreements, and coordinating with other advisors.

When should I engage legal counsel?

Ideally, at the earliest stage of the transaction.

Early involvement allows proper structuring, identification of risks, and better control over the negotiation process.

* The above answers primarily refer to the legal framework in Serbia. Similar principles generally apply to transactions in Montenegro, subject to local regulatory specifics.