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Typically, DD of an M&A deal in Serbia requires buyers to verify the following aspects:
- legal position;
- financial condition;
- tax issues;
- assets.
Full legal DD of a Serbian company is going tol cover:
- corporate status;
- concluded contracts;
- personnel-related issues;
- competition-related issues;
- IPR;
- ownership;
- encumbrances;
- protection of data;
- adherence to regulatory requirements.
DD of a Serbian company is also undertaken in situations where only certain assets or parts of a business are purchased. Please, keep in mind that sellers don’t normally provide buyers with DD reports; hence, the latter will have to conduct pre-purchase analysis on their own.
Responsibility for Statements
Should purchasers conclude an M&A agreement in the Republic of Serbia based on inaccurate statements made by sellers, or sellers provide buyers with misleading information about a contract, they may have to pay compensation for damages incurred by purchasers. To avoid that, parties can exclude responsibility for statements made in a pre-contractual period from their agreement.
Access to Information
Conducting DD of a Serbian company usually includes looking for generally accessible information. To be able to operate legally, Serbian companies must apply for registration with the SBRA Being a database of companies, it can provide buyers with information on:
- BoD members;
- information about an LLC’s shareholders;
- statutes;
- corporate & capital data;
- legal representatives
- financial reporting;
- bankruptcy & liquidation data.
Other information buyers normally search for includes:
- real estate;
- leasing;
- pledges;
- VAT payers;
- TM registration in the Republic of Serbia;
- IP;
- beneficial ownership.
Considering buying a business in the Republic of Serbia? Need assistance with performing DD of a target company in the Republic of Serbia? Why not reach out to IncFine?
