Merger control in Serbia is one of the key segments of competition law, aimed at preventing the creation or strengthening of market dominance that could distort fair competition. In Serbia, this process is regulated by the Law on Protection of Competition (“Law”), with the Commission for Protection of Competition (“CPC”) as the competent authority overseeing its implementation.

When is a Merger Notification Required?

A merger notification is mandatory if the following thresholds are met:

• the total worldwide turnover of all participants in the merger exceeds EUR 100 million, provided that at least one participant generates more than EUR 10 million in Serbia; or
• the total turnover generated in Serbia by all participants exceeds EUR 20 million, provided that at least two participants generate more than EUR 1 million each.

What Constitutes a Merger?

A merger can take various forms, and the Law recognizes the following:

• Mergers and other statutory changes that result in the combination of market participants;
• Acquisition of control over another market participant, directly or indirectly;
• Joint ventures, where two or more market participants create a new market entity or acquire joint control over an existing one, provided that the joint venture operates on a long-term basis and performs all functions of an independent market participant.

Merger Notification Procedure

The merger notification must be submitted to the CPC before the transaction is implemented. The parties involved must provide detailed information about the transaction, the relevant market, and its potential impact on competition. The notification is generally filed within 15 days of signing the transaction agreement but may also be submitted earlier if the parties demonstrate a serious intention to conclude the agreement (e.g., by signing a letter of intent).

When one market participant acquires control over another, the notification is submitted by the acquiring party. In the case of a joint venture, all participating entities must submit the notification jointly.

The decision-making process includes the following phases:

1. Phase I (simplified procedure) – The CPC may issue a decision without conducting a full investigation if the submitted documentation and available information indicate that the merger complies with competition regulations. This process typically takes one month from the submission of complete documentation.
2. Phase II (in-depth analysis) – If concerns arise that the merger may restrict competition, the CPC initiates a detailed examination, which may last several months and involve additional information requests.

Risks and Consequences of Non-Notification

Failing to notify a merger or implementing a transaction without prior clearance from the CPC can result in significant penalties. Market participants may be fined up to 10% of their total annual turnover generated in Serbia.

Additionally, failure to notify a merger carries reputational risks. Regulatory non-compliance may damage a company’s business reputation, undermine trust among investors and business partners, and lead to further regulatory scrutiny and obstacles in future transactions.

Conclusion

Given the strict enforcement of merger control regulations and the potential consequences of non-compliance, companies planning mergers, acquisitions, or joint ventures are advised to assess their notification obligations in a timely manner. Engaging competition law experts can help mitigate regulatory risks and ensure smooth transaction execution.

This article is to be considered as exclusively informative, with no intention to provide legal advice. If you should need additional information, please contact us directly.