Foundations of the Serbian Merger Control Regime

Merger control remains one of the key instruments for safeguarding competition in the Republic of Serbia, reflecting its importance not only in many European legal systems but also worldwide. In an increasingly interconnected and dynamic market environment, the legal framework governing concentration plays an important role in maintaining competitive equilibrium and ensuring that structural changes in the economy do not result in undue market power or coordinated conduct.

For undertakings involved in mergers, acquisitions, or other forms of concentrations, Serbian competition law imposes a duty to assess whether a proposed transaction requires notification to the Commission for the Protection of Competition (the Commission). This assessment is not only a procedural formality but a substantive legal obligation with important implications for the validity and timing of the transaction.

The Serbian merger control regime is established under the Law on the Protection of Competition (“Official Gazette of the RS”, Nos 51/2009 and 95/2013), supplemented by secondary legislation that governs notification requirements and market definition standards. These rules form the basis for evaluating whether a transaction triggers regulatory oversight and how its potential impact on market dynamics will be assessed.

Most concentrations proceed without any major issues; however, the regulatory framework aims to identify and manage transactions that could hinder effective competition. This includes situations where a deal might create or enhance a dominant market position or diminish the motivation for independent market behaviour. In this sense, merger control acts as a gatekeeper and a strategic tool to maintain an environment where competition can flourish.

Given the potential consequences of non-compliance, including financial penalties, procedural delays, and, in some cases, post-closing remedies, early and accurate legal analysis is essential. Companies contemplating transactional activity should incorporate merger control review into their due diligence process as soon as possible.

Overview of the Current Serbian Concentration Control System

A concentration between undertakings arises in cases of:

• mergers and other status changes where a change of control in the concerned undertakings occurs;
• acquisition of direct or indirect control over another undertaking or a part thereof that may constitute an independent economic entity; and
• joint ventures between two or more undertakings to create a new undertaking or acquire joint control over an existing one, performing on a lasting basis all the functions of an autonomous economic entity.

However, the obligation to notify the Commission does not apply to every transaction involving a change of control in undertakings or every company implementing such changes. Instead, it arises only when specific statutory requirements are met. In this regard, concentration must be notified to the Commission if:

• the aggregate worldwide annual turnover of all parties to the concentration in the preceding financial year exceeds EUR100 million, provided that the turnover of at least one party on the market of the Republic of Serbia exceeds EUR10 million; or
• the aggregate domestic annual turnover of at least two parties to the concentration in the preceding financial year exceeds EUR20 million, provided that the turnover of each of at least two parties on the market of the Republic of Serbia exceeds EUR1 million in the same period.

To calculate turnover, total income is calculated as the sum of business, financial, and other income.

In cases of related entities, the total annual income is calculated as the sum of all total income achieved by market participants who are considered related and belong to the group to which the filing party belongs (acquirer of control). When calculating the annual total income, the income that the participants in the merger achieve in mutual exchange does not count.

In addition, concentrations implemented through a takeover bid within the meaning of the Law on Takeovers of Joint Stock Companies must be notified even if the turnover threshold requirements are not met.

Regarding approval, concentrations of undertakings are permitted unless they significantly restrict, distort, or prevent competition in the market of the Republic of Serbia or its part, especially if that restriction, distortion, or prevention results from creating or strengthening a dominant position.

The permissibility of concentrations is determined concerning the following factors:

• structure of the relevant market;
• actual and potential competitors;
• market position of participants in concentration and their economic and financial power;
• possibility of choosing suppliers and customers;
• legal and other barriers upon entering the relevant market;
• level of competitiveness of participants in concentration;
• supply and demand trends of the relevant goods or services;
• technical and economic development trends; and
• interests of consumers.

The preventive character of the concentration control system ensures that notified concentrations may generally only be completed after approval by the Commission. The concentration control procedure is divided into two phases. The Law explicitly stipulates that the Commission must issue (the equivalent of) a Phase I clearance decision or a decision to commence (the equivalent of) a Phase II investigation within one calendar month of filing a complete notification (complete with all information and supporting documentation, including translation into Serbian). The one-month period starts on the first calendar day after submitting a complete notification. If either decision is not reached within one calendar month, the Commission is prohibited from further examining the proposed concentration, and it may be implemented without reservations.

In practice, case handlers sometimes extend this deadline by requesting additional information from the parties, thus “stopping the clock” (ie, indicating that the notification was incomplete as submitted).

The Commission has the discretion to either approve, prohibit, or approve concentrations with specified conditions. Typically, the Commission issues a Phase I clearance decision if the concentration does not lead to the “creation or strengthening of a dominant position.”

The Commission must issue the Phase II decision within four months of issuing the conclusion that marks the start of Phase II. This four-month period begins on the first calendar day after the conclusion is issued.

A concentration is deemed cleared if the Commission fails to deliver a decision within one month of submitting a complete merger notification (four months if ex officio investigation proceedings are opened).

It is important to note that, due to the established financial thresholds, any concentration involving an entity with more than EUR100 million in worldwide turnover and over EUR10 million in turnover within Serbia must be reported in Serbia. As a result, many foreign-to-foreign transactions are notified in Serbia, which has drawn significant criticism from the professional community.

In addition to the notification obligation within the statutory time limit, a standstill obligation prohibits the implementation of concentration before its clearance. The Commission may impose measures to protect competition (up to 10% of the aggregate annual turnover) from violating the standstill obligation through early implementation of a transaction, including procedural penalty measures.

Concentrations and negotiations on their implementation may pose a high risk of potential competition infringements, as undertakings may gain insights into confidential business information about competitors. Therefore, it should be ensured that employees involved in the process:

• comply with data confidentiality agreements, especially under competition regulations; and
• do not share information learned about competitors with other employees of companies involved in transactions executing a concentration.

In the most extreme cases, consider creating a “clean room” with sensitive data and limiting access to only a minimum number of professionals involved in the process.

Insights from Serbia’s Latest Concentration Control Cases Continued Ex Officio

Atlantic Grand d.o.o. Belgrade – Strauss Adriatic d.o.o. Šimanovci

The Commission has concluded the popular and media-covered procedure of examining the concentration notified to it between Atlantic Grand d.o.o. – Belgrade and Strauss Adriatic – Šimanovci. The Commission conditionally approved the concentration, and the investigative procedure was continued ex officio.

The Commission determined that the proposed concentration cannot proceed unless Atlantic Grand d.o.o. Belgrade complies with the following conditions:

• divest the factory used for coffee processing and product manufacturing, including the land, buildings, equipment, and machinery essential for these operations;
• refrain from renewing or signing new contracts for the production of private-label coffee for other market players for a period of five years; and
• submit to the Commission the general terms of sale and provide detailed reports over the next five years, including data on:
1. the quantity and price of imported raw coffee;
2. production capacity and its utilisation for both Atlantic Grand and Strauss Adriatic in Serbia;
3. the annual production volume of traditional roasted coffee;
4. wholesale quantities and prices of such coffee sold domestically; and
5. export figures.

When assessing that the concentration could be approved only with the imposition of specific conditions, the Commission defined several product markets for the production and wholesale of coffee. Different product markets were established for traditional (domestic) roasted coffee, espresso coffee, instant coffee, filter coffee, and coffee capsules. Assessment of the effects of the concentration on the market raised no concerns regarding the production and wholesale of espresso coffee, instant coffee, filter coffee, and coffee capsules. However, the reason for continuing the investigative procedure and issuing conditional approval was a significant strengthening of the parties’ positions in the market for the production and wholesale of traditional (domestic) roasted coffee. 

CEE-BIG B.V. Netherlands – NEPI Real Estate Project One d.o.o. Novi Sad

The Commission unconditionally approved the concentration in which CEE-BIG B.V., a company based in the Netherlands, acquired sole control over NEPI Real Estate Project One d.o.o. Novi Sad through the purchase of ownership shares.

During the assessment, the Commission defined the market for the management and leasing of modern retail space as the relevant product market, while the territory of the city of Novi Sad was determined as the relevant geographic market.

In evaluating the effects of the concentration, the Commission particularly considered the following factors:

• the structure of the market for the management and leasing of modern retail space in Novi Sad;
• the compensatory (bargaining) power of tenants; and
• opinions and feedback from tenants collected through a survey.

It was established that the transaction represents horizontal concentration, given that the parties involved are direct competitors in the relevant market. The combined market share of the participants following the implementation of the concentration would be approximately 62% (CEE-BIG: 30%, NEPI: 32%).

Despite the high combined market share, the Commission concluded that implementing the concentration would not significantly restrict, distort, or prevent competition in the relevant market. In its reasoning, the Commission emphasised that tenants possess substantial bargaining power, which enables them to mitigate potential negative effects of concentration on market conditions.

Concentrations in 2024/2025

In 2024, the Commission for Protection of Competition received 227 merger notifications, of which 205 were submitted in abbreviated form in accordance with the Regulation on the Content and Manner of Submitting the Notification on Concentration, accounting for 90% of the total number of merger notifications. Compared to this figure, 56 cases were carried over from 2023.

The Commission has initiated two ex officio proceedings in the case of concentration that were carried out without the Commission’s prior approval.

Out of the total number of submitted notifications, 148 (65%) were filed by foreign legal and natural persons, while the remaining 79 (35%) were submitted by domestic legal and natural persons registered and operating in the territory of the Republic of Serbia.

Concerning the economic sectors to which the reported mergers pertain and based on the defined relevant market, the energy and mining sector stands out with a total of 28 notifications, followed by the real estate sector with 18 notifications, the food industry with 17 notifications, banking and finance with 16 notifications, the pharmaceutical sector with 15 notifications, the automotive industry with 13 notifications, and the construction industry and construction materials with 11 notifications.

Additionally, a significant number of notifications were submitted in areas such as agriculture, telecommunications, the chemical industry, the paper industry, waste management, footwear and clothing retail, the IT sector, business logistics, and others.

The majority of issued approvals, of the total number of issued approvals for mergers in the abbreviated procedure, relate to cases involving the acquisition of control over another market participant or part thereof (74.9%). In joint investments by two or more market participants or the acquisition of joint control over another participant, 50 approvals were issued (23.2%).

The high number of reported concentrations is largely due to the exceptionally low notification thresholds for merger control set by Serbian law, which are significantly lower than those established under relevant EU regulations. Namely, the merger notification thresholds were established back in 2009 and have not been revised to this day. As a result, many transactions unlikely to have any meaningful impact on competition in the Serbian market are still subject to regulatory review. This not only places an unnecessary administrative burden on businesses but also functions, in effect, as a cost or barrier to doing business. In practice, these low thresholds often lead to the examination of mergers that pose little or no threat to market competition.

The Commission has consistently shown diligence in monitoring the development of key economic sectors. In 2025, it released the “Sectoral Analysis of the State and Conditions of Competition in the Market of Private Healthcare Services in Certain Types of Healthcare Institutions for the Period 2019–2023.” This analysis provides a comprehensive overview of the private healthcare services sector and is a valuable source of official information to guide the Commission’s future decisions. It will be used not only in merger control cases but also in potential competition infringement proceedings within the sector.

The Commission’s current practices suggest that it will continue to closely monitor significant sectors and gather data relevant to competition-related cases.

Aligning Serbian Concentration Control with EU Competition Policy

The Serbian merger control system largely reflects the core principles of EU competition regulations. The legal framework of the Republic of Serbia is generally aligned with EU standards, providing a solid basis for protecting competition. However, certain gaps remain, limiting the efficiency and effectiveness of merger control procedures.

One of the most significant administrative burdens is still the exceptionally low notification thresholds for concentration. Addressing these shortcomings could improve procedural efficiency and economic effectiveness by reducing the number of notifications for transactions that are unlikely to impact the local market.

Although the Stabilization and Association Agreement (SAA) does not explicitly extend to merger control, Serbia’s broader commitment to harmonising its legal framework with EU competition rules also opens the door for the indirect application of EU principles in this area. This is particularly relevant in light of the European Commission’s ongoing review of its merger guidelines, which aims to update the framework for assessing the competitive effects of mergers to better account for innovation, efficiency, resilience, sustainability, and evolving strategic imperatives. Given Serbia’s tendency to interpret aligned legislation in line with EU standards, especially in areas marked by legal uncertainty, the outcomes of this review are likely to influence the future practice of the Serbian Commission, reinforcing consistency and modernising domestic merger control in line with emerging European priorities.

Further, the revision of the EU Market Definition Notice in 2024 is particularly important for the development of further Serbian competition case law. This updated notice offers valuable guidance on best practices for defining relevant product and geographic markets under EU competition rules. While the Serbian Commission is not officially obligated to adhere to EU regulations, it is expected that the revised notice will be taken into account when assessing future cases. This could lead to the establishment of a more modern and nuanced framework for domestic competition law, influenced by evolving EU standards.

Finally, considering that one of the Serbian Commission’s competencies is to issue guidelines for implementing the Law on the Protection of Competition, it would be beneficial to adopt specific guidance addressing key aspects of concentrations, particularly those informed by the revised Market Definition Notice and updated EU merger guidelines. This guidance could improve the implementation of harmonised regulations and promote the adoption of solutions that align with EU best practices. In the long run, this will likely boost economic activity among domestic businesses and attract more foreign investment.