Overview

BIT LAW advises clients on corporate transactions, investments, incorporations, corporate set-up, governance matters and day-to-day corporate issues in Serbia, Montenegro and Bosnia and Herzegovina, and across the wider region.

BIT LAW is a full-service law firm with over 20 years of experience providing business-focused legal support to clients establishing, operating, acquiring, selling, restructuring or expanding businesses in the region. Our work covers both transactional mandates and ongoing corporate advisory support, allowing us to assist clients from the initial structuring of their local presence through to complex M&A transactions, corporate reorganisations and post-closing implementation.

We support buyers, sellers, investors, founders, shareholders and corporate groups across the full lifecycle of a transaction — from initial structuring, legal due diligence and negotiation to signing, closing and post-closing implementation. Our focus is on identifying legal, regulatory, tax-sensitive and operational issues early, translating them into practical solutions and helping clients reach structures that are legally sound, commercially workable and capable of being implemented in practice.

We also regularly advise clients on corporate set-up and market entry matters, including the incorporation of companies, branches and representative offices, selection of the most appropriate legal form, corporate governance arrangements, financing models, shareholder structures and internal approval mechanisms.

Through our membership in the International Lawyers Network, we can support clients involved in cross-border corporate transactions by connecting them with trusted legal counsel in relevant jurisdictions and coordinating advice across markets.

Services

Corporate set-up and market entry

incorporation of companies, branches and representative offices;
advice on the most suitable legal form and corporate structure for local operations;
preparation of incorporation acts, articles of association and related corporate documents;
advice on shareholder structures, management arrangements, representation rules and financing models;
support with corporate registrations before competent registries and authorities;
ongoing corporate housekeeping and compliance support for local subsidiaries and regional operations.

M&A and investment transactions

legal due diligence of target companies and assets;
vendor due diligence and pre-sale legal reviews;
transaction structuring and planning, including coordination of legal, regulatory and tax-sensitive aspects of the transaction;
drafting and negotiating letters of intent, term sheets, share purchase agreements, asset purchase agreements and ancillary transaction documents;
preparation and coordination of signing, closing and post-closing steps;
advice on transaction risk allocation, warranties, indemnities, conditions precedent, completion mechanics and post-closing obligations.

Shareholder arrangements and joint ventures

drafting and negotiating shareholders’ agreements and joint venture agreements;
advising on governance rights, reserved matters, management structures and voting arrangements;
advice on put and call options, drag-along and tag-along rights, transfer restrictions, exit mechanisms and minority shareholder protections;
preparation of shareholders’ and board resolutions, corporate approvals and related implementation documents.

Corporate governance and ongoing corporate support

advice on directors’ duties, shareholder rights, representation rules and internal corporate procedures;
corporate compliance checks and corporate housekeeping;
changes of share capital, directors, legal representatives, registered seat, business activities and internal corporate documents;
preparation of amendments to incorporation acts, articles of association and other corporate documents;
support before business registries, land registries and other competent authorities;
assistance with implementation of group policies and corporate governance standards at local level.

Group reorganisations and corporate restructuring

intra-group share transfers and reorganisations;
mergers, demergers and other status changes;
implementation of group restructuring steps in Serbia, Montenegro and Bosnia and Herzegovina;
voluntary liquidation and winding-up procedures;
selected restructuring, creditor negotiation and insolvency-related support.

Regulatory and merger control

assessment of merger control requirements in Serbia and, where relevant, coordination of regional merger control analysis;
preparation and submission of merger clearance filings before the Serbian Commission for Protection of Competition;
transaction-related regulatory support in regulated sectors;
coordination with foreign counsel and advisers in multi-jurisdictional filings and cross-border transactions.

Sectors

Our Corporate and M&A work covers a broad range of sectors, including technology, telecommunications, healthcare, retail and consumer goods, manufacturing, real estate and construction, energy, infrastructure, financial services and other regulated industries.

We are particularly well placed to support foreign investors entering or expanding in Serbia, Montenegro and Bosnia and Herzegovina, as well as local companies, founders, shareholders and corporate groups dealing with ownership, governance, financing, restructuring or expansion matters.

Selected matters

A representative slice of recent matters, anonymised. We don't publish client names; references are available privately on request.

advising an international technology group on strategic acquisitions and post-acquisition integration in Serbia, including the acquisition of a software development company, full-scope legal due diligence, transaction structuring, negotiation and drafting of transaction documents, and the subsequent merger of the target into the group’s Serbian operations;

advising a global group on the phased acquisition of a Serbian IT company, including legal due diligence, transaction structuring, preparation of transaction documentation, implementation of contractual acquisition options and post-acquisition integration into the client’s global governance and compliance framework;

advising a technology start-up on seed investment, post-investment restructuring and corporate growth, including investment documentation, governance matters, transfer of shares to a foreign parent company and implementation of KYC-related corporate procedures;

advising an international management consulting firm on market entry and commercial expansion in Serbia, including corporate set-up, regulatory compliance, governance support and the preparation and negotiation of key commercial agreements for local and regional operations;

acting as Serbian legal counsel to a regional venture capital fund in relation to corporate governance, regulatory compliance and corporate support for its technology-focused portfolio activities in Serbia and the wider region;

advising a fintech factoring company on incorporation, regulatory compliance and the legal structuring of its digital business model, including e-commerce terms and electronic signing arrangements;

advising a leading regional pharmacy group on acquisitions of pharmacy chains in Serbia, including legal due diligence, transaction structuring, drafting and negotiation of share purchase documentation, closing support and merger clearance procedures;

providing sell-side legal support to shareholders in the sale of a majority stake in companies operating in the gaming industry, as well as support in the acquisition of a minority stake in another local gaming company, including due diligence, transaction structuring, sale and purchase agreements, merger clearance and post-transaction governance arrangements;

supporting a major international transaction adviser on the legal aspects of acquisitions, including due diligence analysis of the target company and its assets, transaction documentation, negotiation support and closing assistance;

providing sell-side legal advisory support to a laboratory chain operating in Serbia and Bosnia and Herzegovina, including vendor due diligence, preparation of due diligence materials, transaction document support, regulatory review and coordination with other advisers in the sale process;

advising a real estate management company on ownership consolidation, corporate restructuring and post-merger integration, including merger and demerger steps, governance alignment and related commercial lease arrangements;

advising clients on voluntary liquidation and winding-up procedures, including preparation of corporate documentation, appointment of liquidation managers, creditor notifications and registration steps before competent authorities.

Have a matter in corporate and m&a?

Senior lawyers respond personally to every inbound enquiry. We will tell you quickly whether we can help and how we would approach it — including a realistic view of timing and cost.

Get in touch office@bit-law.com