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February 2026 – In practice, a recurring issue is whether the cancellation of a Share Transfer Agreement on grounds arising under Serbian obligations law (e.g., mistakes, fraud, etc.) can also affect the ownership of a share that has already been registered with the Business Registers Agency ("BRA"). Serbian court practice, however, has consistently held that once registration of the change of founder has been registered in the business register, the registration produces status-related legal effects that cannot be undone by the application of obligation law rules.
Namely, the Supreme Court of Cassation, in Judgement Prev 120/2015 dated 17 March 2016, expressly held that Share Transfer Agreements and annexes thereto, on the basis of which a change of the company's founder has been registered with the BRA, can no longer be terminated or annulled once the registration has produced status-related legal effects that have been duly recorded in the relevant register. The Court emphasised that the sole available remedy for contesting such a corporate status is an action for the annulment of the Memorandum of Association as provided by the Serbian Law on Companies, and that this remedy must be pursued strictly within the statutorily prescribed deadlines—which was not in dispute in the case under question.
This judgement confirms a consistent and well-established stance of judicial practice: status changes registered with the BRA enjoy a high level of stability, and they can be challenged only through the special mechanisms provided under the Law on Companies, (e.g., infringement of the pre-emptive right to purchase a share, transfer of a share without the required consent of the company's General Meeting), and not by invoking the rules or remedies provided in the Law of Obligations.
From the aforementioned stance of the Court, it can be reasonably concluded that even a potential revocation of the gift of a share (i.e., a Gratuitous Share Transfer Agreement) on the grounds of ingratitude pursuant to the Serbian Civil Code would not impact the ownership right of the company member once the change of the company member has been registered with the BRA.
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