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The Annual General Meeting (AGM) in Serbia is a legal requirement for every company. Under the Law on Business Companies, all companies must hold an ordinary session of the general meeting at least once a year. In addition, the meeting must take place no later than six months after the end of the business year, meaning, in practice, by 30 June for calendar-year entities.
Serbia’s company law is increasingly aligned with EU standards, as the country progresses through its EU accession process. As a result, the corporate governance framework that governs AGMs reflects both local legal tradition and broader European principles. Understanding the rules around the AGM in Serbia is therefore essential, not only to stay compliant, but to meet the expectations of an evolving regulatory environment.
Who is responsible for convening the AGM?
The authority to convene the AGM depends on the company’s management structure.
In a one-tier system, the director or directors are responsible for calling the meeting. In a two-tier system, this responsibility falls to the supervisory board.
Members holding at least 10% of the voting rights can also formally request that an AGM be convened. This threshold was reduced from 20% under amendments introduced in 2018, which strengthened minority shareholder rights. If the responsible party still fails to act within the legal timeframe, those members may convene the meeting themselves.
What notice must be given before the AGM?
Serbian law requires that a written invitation be sent to all members at least eight days before the session. The invitation must clearly state the following:
- Date, time, and venue of the meeting
- Full agenda, including any item that relates to significant transactions
- Relevant session materials
Providing all of this information in advance ensures that members can prepare and participate effectively. Notably, a notice convening a meeting must explicitly flag any agenda item that concerns a transaction involving personal interest, following requirements introduced by the 2018 amendments.
Where and how should the AGM be held?
The venue must comply with the rules set out in the company’s Memorandum of Association. The general meeting may also adopt its own rules of procedure, covering how decisions are made and how the session is conducted.
Accurate minutes must be kept for every meeting. These must be signed by the participants and retained as part of the company’s official records.
Can the AGM be held remotely or in writing?
Yes. The law offers flexibility in how AGMs are conducted. Companies may choose from the following options:
- Virtual meetings via conference call or audio-visual means, allowing members to participate remotely
- Written resolutions, where decisions are made without a physical session, provided all members consent
These alternatives are particularly valuable for multinational groups managing Serbian entities from abroad.
What quorum and majority are required?
A quorum is achieved when members representing a majority of the total number of votes are present at the session. This is an important precision: it is not simply a majority of those who attend, but a majority of all votes in the company. The Memorandum of Association may set alternative thresholds, but these must not fall below what the law prescribes.
If a quorum is not met at the first session, a reconvened meeting may be held within 30 days, at which a lower quorum threshold applies.
Most resolutions pass by a simple majority of votes present. However, certain decisions require a higher majority — for example, amendments to the Memorandum of Association, changes to share capital, initiation of liquidation or bankruptcy, and profit distribution. The Memorandum of Association may specify the required majority for such decisions, but cannot set it lower than the majority of all votes in the company.
What topics does the AGM typically cover?
The AGM is the forum for the company’s most significant decisions. Common agenda items include:
- Adoption of annual financial statements and, where applicable, the auditor’s report
- Decisions on profit distribution and the manner of covering losses
- Appointment and dismissal of directors and supervisory board members
- Approval of director compensation and guidelines for its determination
- Amendments to the Memorandum of Association
- Decisions on share capital increases or decreases
- Corporate actions such as liquidation or the initiation of bankruptcy proceedings
Members holding at least 5% of the share capital may formally request the inclusion of additional items on the agenda, ensuring smaller shareholders have a voice.
What are the filing obligations after the AGM in Serbia?
Serbia’s Law on Accounting sets out specific deadlines for submitting financial statements to the Serbian Business Registers Agency (SBRA). For entities whose financial year coincides with the calendar year, the key deadlines are:
- Annual financial statements and the statistical report: no later than 31 March
- Supporting documentation, including the auditor’s report and the resolution on adoption of the financial statements: no later than 30 June
- Consolidated annual financial statements: no later than 30 April
All submissions must be made electronically, with a qualified electronic signature, through the SBRA’s dedicated information system. Companies must also be registered as users of e-government services, which means they receive official communications from public authorities directly through their registered digital mailbox.
There is also an important practical consequence: until the annual financial statements are formally adopted at the AGM, it is not possible to pass a valid resolution on profit distribution. Furthermore, if the statements are not adopted by the AGM deadline, the company cannot declare an interim dividend. This makes timely AGM preparation a critical step in any company’s annual cycle.
What’s Next?
Managing AGM obligations in Serbia requires careful planning and full legal awareness. For more insights into corporate compliance developments across other jurisdictions, explore our related article How to Run a Compliant AGM in Paraguay.
Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For this reason, businesses looking for an efficient, scalable solution can take the following actions:
- Request a Demo — See Klea in action for your organisation.
- Start a Trial — Experience firsthand how automation reduces workload and improves efficiency.
- Talk to Our Experts — Get tailored recommendations based on your entity management needs.
With the AGM deadline of 30 June applying to every company registered in Serbia, staying ahead of annual meeting obligations has never been more important. Klea helps organisations ensure their corporate governance remains efficient, transparent, and risk-free.
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The information provided on Klea’s website is made available “as is” for informational purposes only. Klea does not provide legal, tax, or financial advice and is not responsible for any actions taken or not taken based on the content found on this website. In no event shall Klea be liable for any loss or damages arising from reliance on the information contained herein.
For specific legal or compliance support tailored to your business needs, please contact Klea directly. Our team provides personalised guidance and expert solutions. Any reliance on general content without direct consultation does not establish any legal responsibility or liability on Klea’s part.