Using an Agent or Distributor                                                        

A carefully chosen partner, whether it be a local agent, representative, or distributor, is the most effective method for entering the Serbian market.  Such partners can contribute significantly to the success of a U.S. company in the Serbian market by considerably shortening the entry time and strengthening market position.  The obvious benefits of a local partner include having a dedicated presence in Serbia who is familiar with the local language, business culture, and has access to business channels.  A key advantage for U.S. companies looking to find a partner in Serbia is the high level of English proficiency among the Serbian labor force.  Additionally, a local partner can take advantage of fast-breaking opportunities..  A local partner can also absorb some of the expenses, and certainly manage the logistics, of product marketing and wide distribution, especially for U.S. firms lacking sufficient capital to handle such activities on their own. 

In considering a potential agent or distributor, common sense prevails in that appropriate due diligence and the advice of local legal counsel before signing a contract is essential.   The U.S. Commercial Service can assist U.S. firms in finding and evaluating potential local partners in Serbia. See http://www.buyusa.gov/serbia/en for more information on these services.

Financial Agency (FINET), affiliated with the Association of Serbian Banks provides information on the creditworthiness of local companies.  U.S. companies can contact FINET to request a copy, in English, of a Serbian firm's BON-1, a credit report that provides information on the local firm's credit history.  The report costs CSD 2,000 (about $35.00) and can be obtained by writing to:

ASSOCIATION OF SERBIAN BANKS

Bulevar Kralja Aleksandra 86

11000 Beograd

Tel: 011 / 30 20 760; 33 70 063

Fax: 011 / 33 70 179; 30 20 787

site: www.ubs-asb.com

e-mail: ubs@N0SPAM.ubs-asb.com

The U.S. Commercial Service at the U.S. Embassy in Belgrade can provide International Company Profiles that encompass a thorough background check on potential clients and representatives.  Reports include up-to-date information on potential partners, such as: bank and trade references, principals, key officer and managers, product lines, number of employees, financial data, sales volume, reputation and market outlook. 

The following local organizations may also be useful in verifying credibility of a potential local partner:

Serbian Credit Bureau

Zagrebacka 6

11000 Belgrade

Phone: +381 11 263 26 86

The Serbian Chamber of Commerce also has available online and in English a Serbian Company Directory and a Business Opportunity Exchange database of local companies interested in working with foreign partners:

Chamber of Commerce and Industry of Serbia

Resavska 13-15, 11000 Belgrade

Phone: (381 11) 3240-611, 3233-955; Fax: (381 11) 3230-949

Milos Bugarin, President

International consulting firms present in Belgrade such as Deloitte and Touché Tohmatsu International, PriceWaterhouseCoopers, and KPMG can be helpful in establishing the credibility of a potential local partner.  Some additional information can be provided by: American Chamber of Commerce.

Establishing an Office                                                                    

The establishment of foreign representative offices in Serbia and registration of rep-offices and foreign legal entities is under the competence of the Serbian Agency for Business Entities (BRA).  Foreign entities/persons and imported goods enjoy the same treatment and the same status as domestic entities (i.e., national treatment in regard to their imports or exports in Serbia).  A representative office does not have the status of a legal entity, although it may have one or more branches in Serbia.  Representative offices may not operate in trade in armaments or other military equipment.

A representative office in Serbia may begin operations only after completing the registration process with the BRA.  In general, the registration application must contain the name of the founding firm, the name and headquarters of the representative office, and the expected number of employees of the representative office.  Additional information is required about the founding company; the expected activities of the representative office; permits for the permanent residence or temporary stay of the foreign nationals to be employed in the representative office; the name of the manager of the representative office; and, evidence of residence abroad if the founder is a former Yugoslav national.  The registration process should be completed within 15 days of the date of the filing of the application. 

Representative offices, in the name of their founders, can conduct operations including: market research and development, contract or investment preparations, technical cooperation, and similar business facilitation activities.  Representative offices are permitted to hold foreign exchange and domestic currency accounts in authorized Serbian banks.  Office equipment and cars can be imported duty free, on the basis of temporary imports.  Foreign employees at a representative office are not required to pay local income taxes and contributions.  Residence and work permits are required for foreign employees.

Based on the experience of U.S. companies who have established offices in Belgrade, the process is cumbersome, time-consuming, and inefficient.  Local legal counsel helps navigate this process.

Foreign investors in Serbia may establish a company or enterprise in the form of: Joint Stock Company (a.d.); Limited Liability Company (d.o.o.); Limited Partnership (k.d.); General Partnership (o.d.).  In practice, foreign investors usually choose to incorporate a Limited Liability Company (d.o.o).

The Company Law (effective as of November 2005) provides for two types of joint stock companies: closed and open. This was a change from the previous law, and it is in conformance with other European company laws.  A closed joint stock company is much like an LLC, but it can be easily converted to an open joint stock company if it wishes to go public.  The new Serbian closed joint stock company will be free to impose restrictions on transfer of its shares – for example, a requirement of board approval, or a right of first refusal in favor of other shareholders, whenever a shareholder wishes to sell to a third party.  It may not, however, offer its shares publicly and it may not have more than 100 shareholders.  An open company, by contrast, is subject to detailed capital maintenance requirements, may sell its shares to the public, and may not impose any restriction on the resale of its shares.

According to the Law on Registering Company in Serbia (effective as of January 1, 2005), BRA introduced a fast and cheap procedure, which now lasts between five and ten days, with the founding capital of EUR 500 ($650), for joint stock companies. 

Note: The setting up of the Agency was financially assisted by the Swedish government, which made a donation of about EUR 1.4 million; USAID provided technical support, while Microsoft Serbia designed software for all three registers – of companies, lien, and financial leasing.

Franchising                                                                                      

While some franchises already operate in Serbia, this business concept is relatively new but is attracting interest among local entrepreneurs.  Consumer and economic conditions are developing quite favorably for the further entry of international franchising.  Due to the weak saturation of the market in Serbia, and the consumer demand for all kinds of merchandise and services from developed countries, the market in Serbia is very promising for a wide range of franchised businesses.  Even though there are no specific franchise laws in Serbia (it is regulated by the Law on Contracts and Torts), government officials and business circles general believe that the foreign franchising industry will be the pioneer of new investment as well as providing a catalyst for employment.  Since unemployment is one of the biggest problems of Serbian economy, there is widespread support for international franchises in Serbia and interest in franchising is growing daily.  The U.S. Commercial Service, together with the Serbian Chamber of Commerce, is leading the charge to promote this sector in Serbia.  Based on a U.S. Commercial Service initiative, the Serbian Chamber of Commerce recently established a Center for Franchising that serves as a primary point of contact for both foreign and domestic companies interested in doing business through this method.  Furthermore, substantial work has been done on IPR protection, both in legislative and enforcement aspects.  Awareness of U.S.-owned franchise businesses is very strong, with many Serbian entrepreneurs interested in acquiring the rights to operate American franchises.  Traditionally, local consumers perceive U.S. brands very well, associating them with superior quality, excellent customer service, and generally a western lifestyle.  There appears to be a strong potential market for franchises in restaurant, catering and apparel sectors.    For further information on the franchising market in Serbia, see the Franchising section in Chapter 4: Leading Sectors for U.S. Export and.

Direct Marketing                                                                              

Direct marketing is not well developed in Serbia.  With the steady growth in credit card usage, there are attempts to market mainly consumer goods by way of catalog sales, direct response advertising (TV, radio, and print media), and e-commerce.  Zepter (cookware, cosmetics), Amway (cosmetics, home cleaning products, vitamins), Oriflame (cosmetics), Tupperware (kitchenware), and Grawe (life insurance), are the most typical examples of direct marketing techniques.  Marketing is usually carried out via formal or informal multi-level marketing groups or direct sale chains.  Often informal gatherings are used to promote products and push sales.

Joint Ventures/Licensing                                                               

Joint ventures are regulated by: the Foreign Investment Law of Serbia (adopted in 2002 and amended in January 2003); and by the Company Law.  Serbian firms are typically interested in joint-venture contracts with foreign firms -- looking for the foreign firm to provide capital, equipment, and merchandise, while the domestic firm provides working and warehouse space, personnel, local experience, and channels of distribution.  U.S. firms considering such ventures should review carefully the viability of potential domestic partners.  Problems can include excess labor, overdue debts, and other structural inefficiencies.  Several U.S. firms have maintained joint ventures that predate the disintegration of the former Yugoslavia (FRY).  In 1997/98 the largest U.S.-FRY joint venture companies were HDD Beogradsko Mesovito Preduzece DD, Hyatt Regency, and ICN Galenika.  The U.S. interest has since departed from ICN Galenika.

Licensing is a good way to tap into local markets but requires financially strong partners with good management skills.  The best known licensing operation is that of Coca-Cola’s regional bottling partner, the Hellenic Bottling Company from Greece.  Pepsi Cola also has a bottling partner.

There are no specific licensing laws in Serbia (it is regulated by the Law on Contracts and Torts).  A licensing contract should cover intellectual property rights issues (trademark, model, patent or copyright), payments/royalties, the term of the contract, restrictions on using trademarks, etc. – see chapter 7 to find more information on IPR.  A local lawyer should be consulted to ensure that provisions of the contract do not contravene Serbian law, making the agreement null and void.  Just as with franchising, the improving business environment, especially in the area of contractual relationships and Intellectual Property Rights, should encourage licensing business ventures.

Selling to the Government                                                            

The Public Procurement Law applies to all purchases made by government bodies including those of the local government and majority state-owned companies and institutions (Official Gazette No. 39/2002 and 4/2003).  The law applies to all investments financed by the central budget, payments guaranteed by the government, or funds secured by loans taken by the government.  Procurements above the threshold amount of DIN 600,000 are subject to the requirements of the law.  According to the decree, in principle, such purchases should be done via public tender published in the Official Gazette.  Public tenders for purchases of goods and services over DIN 3 million and for works of DIN 15 million should be published both in the Official Gazette and the local press.  For large purchases, foreign competitors compete on an equal footing with local firms.  The Department for Public Procurement (PPD) within the Ministry of Finance is responsible for ensuring that procurement is done in conformity with the law, while the Commission for the Protection of Bidders' Rights has a role to ensure the legal security of all participants in public procurement procedures.  Although its title would indicate that it protects only one side in the procurement process (bidders), its aim is broader: by its decisions it also protects the public interest by establishing the legality of a particular procurement.  

The law defines the “best offer” as the offer with the lowest price, which complies with the tendering specifications.  The best offer may be defined using price and other criteria, but these other criteria must be prescribed in the bidding documents.  However, the latest amendments to the law provide for “national preference,” which allows for an official preference to domestic companies.  This clause stipulates that a local bidder, which procures goods locally, will be awarded the tender given it is not higher than 20% of a foreign bidder.

The law provides for several types of procurement.  The basic type of procurement is public bidding.  A pre-qualification procedure may be used in order to establish qualified bidders.  Other types of procurement for goods and works include two-stage bidding and bidding upon invitation.

Note: Due to bidders’ complaints referring to long, complicated and costly tender procedures, the Government recently announced amendments to the current Public Procurement Law (to be adopted soon).

Contact:

Government of Serbia

Public Procurement Office

11000 Beograd, Nemanjina 22-26, Beograd

Tel: +381 11 2888-712; 2888-713; 2888-714

Dr Predrag Jovanović, Director

Distribution and Sales Channels                                                  

By decree of the Law on Trade, any firm may operate in foreign and/or domestic trade in Serbia.  Stringent actions taken by the Customs and Tax Administration has reduced illegal imports and unlicensed business activities.  Wholesalers operate as a distribution intermediary to retailers.  For the most part, the wholesale sector is completely privatized.

Restructuring of the retail segment also occurred as retail chains were privatized and acquired by larger groups and new private retailers emerged on the market.  Private companies such as Delta-Maxi, C Market, Rodic, etc. now dominate retail.  Greenfield investors have made a significant positive impact on this sector’s development (e.g., Mercator, from Slovenia, Vero from Greece, and Metro from Germany entered the market and created more competition).  Some wholesalers have ventured into the retail sector as well.  The retail sector also includes kiosks, small shops, and open markets.  There are an estimated 10,000 retail outlets in Serbia.  Many, but not all, handle distribution of imported products.  The new firms are often headed or managed by people who once worked for the large socially owned trade companies of the former Yugoslavia.  In many cases, they work in the same sectors with the same partners as they did in the socially owned firms.

Capital goods are normally sold directly to manufacturers and businesses.  When selling capital goods or machinery to businesses, a good agent is essential.  The U.S. Commercial Service assists U.S. exporters finding an agent through International Partner Search or Gold Key Matching Service

Selling Factors/Techniques                                        

Due to a tight credit policy by banks, the ability to provide financing is a key factor in selling both industrial and ‘high ticket value’ consumer goods.  Most Serbian buyers prefer to pay monthly installments, even for low-cost goods.  Sales techniques critical to success include: close and frequent contact with buyers, motivated and trained middlemen, and aggressive market promotion.  Most large importers currently have more opportunities and access to lines of credit, which was not the case in the previous ten-year period, when they were forced to pay in advance.

Selling to state-owned companies and other state entities depends on establishing your company or product creditability.  Internationally financed public procurements offer the best opportunity for transparent purchasing decisions.

Serbia’s private sector should be targeted as private sector growth tracks well for western businesses that are accustomed to selling products based on pricing, product quality, and servicing ability.  According to the government, the private sector accounts for more than 50% of GDP.  Marketing techniques will not vary greatly with this business segment.

Electronic Commerce                                                                     

There is no law concerning e-commerce in Serbia.  E-commerce is not widely used by companies in Serbia and information on web sites is infrequently updated.  However, awareness among companies about the necessity to create company-specific web pages is growing with small entrepreneurs.

The Law on Digital Signature was adopted in December 2004, though it has yet to be implemented because there is no authorization body and the bylaws are still in the drafting phase.  Nevertheless, experts believe it will be adopted by the end of March 2008.

Despite the lack of legislation, foreign banks in Serbia have introduced the practice of electronic banking.

Trade Promotion and Advertising                                                 

The U.S. Commercial Service at the American Embassy in Belgrade provides valuable assistance to U.S. exporters promoting their products through the single company Promotion service 

Trade Promotion

Trade events and fairs continue to be popular in Serbia although they do not have the level of sophistication that many U.S. exhibitors have become accustomed to in the United States and Western Europe.  Belgrade Fair maintains its tradition of organizing industry-focused or specialty exhibitions such as: automotive, construction and equipment, furniture, fashion, medical-pharmaceutical, books, tourism, etc.  Belgrade Fair attracts international attention and includes numerous foreign exhibitors.

Advertising

Most Serbian companies engage in some form of advertising.  Television, radio, and print advertising are most effective.  Sales promotions, public relations, and trade fairs are also common.

Television, which reaches 90% of the market, has the broadest reach of all media. Serbia has two state-owned and three private TV channels with the national frequency range as well as five regional channels.  The law restricts advertising on state television to six minutes per hour.  Advertising on privately-owned (regional and local) television stations can not exceed 20% of total program length.  The most advertised products are telecommunications, vehicles, financial institutions, beverages, newspapers, hygiene products, etc.  Serbian regulations prohibit television advertisement of tobacco, alcohol, and spirits.

The advertising sector experienced more than10% growth because of the extensive advertising campaigns of the mobile telecommunications firms. 

Magazines, particularly specialized magazines, are growing in circulation.  National daily newspapers account for more than 60% of advertising expenditures for print periodicals.

The major daily newspapers in Serbia are:

"Politika", "Novosti", "Blic", "Glas Javnosti", and “Danas”

The major weekly publications in Serbia are:

"Vreme",  and "Nin"

The widespread business journals in Serbia are:

"Pregled", and "Ekonomist". 

There are a substantial number of domestic advertising agencies, but most are very small.  Approximately 90% of the international agencies are in partnership with domestic agencies. (i.e., BBDO, McCann-Erickson, Leo Burnett and Ogilvy & Mather, Lowe, DDB, FS&B).  Typically, domestic agencies are too small to have enough clients for discounts on media buying.  Some local advertising agencies have links to American advertisers.  The Embassy maintains a list of advertising agencies.

More than 8,000 billboards populate Serbia.  Prices vary depending on the location, frequency and category. Billboards are very much used during political and election campaigns, but are increasing in popularity in urban areas for consumer-related goods and services.

Pricing                                                                                                 

For most goods, state subsidies and price supports for consumer goods have been eliminated and market forces determine prices.  While price liberalization is at an all-time high, there are serious anti-competition forces at play in Serbia that keep many consumer prices higher than what the cost of living in Serbia would dictate in a truly open market.  In fact, a December 2007 front page article in Politika newspaper found consumer prices to be 20-40% higher in Belgrade than in Western European cities such as Vienna.  As the presence of foreign companies increases in Serbia, competition will liberalize and prices should more and more reflect the current state of economic development.  Serbian consumers in Serbia, however, are ‘price sensitive’.  Changes in the price of certain basic products (e.g., milk, bread, flour, and cooking oil) must be reported to the Ministry of Trade 15 days in advance and the state retains discretionary authority.  The state directly controls prices of utilities, public transit, telecom services, and petroleum.  Significant black (and gray) market sales still exist for many products, especially consumer goods.  Such goods can be sold more cheaply than goods sold through legal channels because the sellers have generally avoided customs and tax payments.  However, with the introduction of a VAT on January 1, 2005 (VAT is in general 18% with few exceptions), and a new customs procedure, illegal sales have noticeably declined.  As an illustration, tax revenues generated from VAT increased by 22% compared to the previous year, which indicates that business transactions are occurring more and more through legal channels.

Sales Service/Customer Support                                                 

The New Law on Consumer Protection was adopted in September 2005 (Official Gazette #79/05).  Under the Law, the competent authorities dealing with this area are the Serbian Ministry of Trade and Services and the Council for Consumer Protection.   The Council was created as an advisory body.  The Government of Serbia, supported by the Ministry and the Council, should adopt a National Program for Consumer Protection, which is to be achieved through the annual protection program.

The Law prescribes the fundamental rights and protection of the Consumer’s economic interests.  It regulates, inter alia, provisions on water and air quality, issuing of invoices, warranty clauses, consumer credit, packaging issues, and time sharing.  The Law prohibits selling and serving spirits and cigarettes to minors (younger than 18 years old).  The Law allows for both the in and out-of-court protection of the Consumer who is the victim of damage.  Finally, the Law regulates operations of a future consumer protection organization.

This is a relatively new concept but, with a gradually increasing presence of Western firms and more competition for value-added services, responsiveness to customer needs and demands is growing.  As the market matures, the high level of service support offered by U.S. firms should help regain business from the gray market, which offers no customer support. 

Protecting Intellectual Property                                     

Introduction

Several general principles are important for effective management of intellectual property rights in Serbia. 

 

-- First, have an overall strategy to protect IPR.  

 

-- Second, IPR is protected differently in Serbia than in the United States.

 

-- Third, rights must be registered and enforced in Serbia, under local laws.

 Companies should seek advice from local attorneys or IP consultants.  The U.S. Commercial Service can provide a list of local lawyers upon request.

Companies should understand that intellectual property is primarily a private right and that the U.S. government generally cannot enforce rights for private individuals in Serbia.  The rights' holders must register, protect, and enforce their rights where relevant, retaining their own counsel and advisors.  While the U.S. Government is willing to assist, there is little it can do if the rights holders have not taken these fundamental steps necessary to securing and enforcing their IPR in a timely fashion.  Moreover, in Serbia, rights holders who delay enforcing their rights on a mistaken belief that the U.S. Government can provide a political resolution to a legal problem may find that their rights have been eroded or abrogated due to doctrines such as statutes of limitations, or unreasonable delay in prosecuting a law suit.  In no instance should U.S. Government advice be seen as a substitute for the obligation of a rights holder to promptly pursue its case.

Interested companies should conduct due diligence on partners.  Negotiate from the position of your partner and give your partner clear incentives to honor the contract.  A good partner is an important ally in protecting IP rights.  Keep an eye on your cost structure and reduce the margins (and the incentive) of would-be bad actors.  Projects and sales in Serbia require constant attention.  Work with legal counsel familiar with Serbian laws to create a solid contract that includes non-compete clauses, and confidentiality/non-disclosure provisions.

Small and medium-size companies should understand the importance of working together with trade associations and organizations to support efforts to protect IPR and stop counterfeiting.  

IPR Resources

A wealth of information on protecting IPR is freely available to U.S. rights holders.  Some excellent resources for companies regarding intellectual property include the following:

-          For more information about registering trademarks and patents (both in the U.S. as well as in foreign countries), contact the US Patent and Trademark Office (USPTO) at: 1-800-786-9199.

-          For more information about registering for copyright protection in the US, contact the US Copyright Office at: 1-202-707-5959.

-          For information on obtaining and enforcing intellectual property rights and market-specific IP Toolkits visit:  www.StopFakes.gov  This site is linked to the USPTO website for registering trademarks and patents (both in the U.S. as well as in foreign countries), the U.S. Customs & Border Protection website to record registered trademarks and copyrighted works (to assist customs in blocking imports of IPR-infringing products) and allows you to register for Webinars on protecting IPR.

-          The U.S. Commerce Department has positioned IP attachés in key markets around the world.  You can get contact information for the IP attaché who covers Serbia at: usptorussia@N0SPAM.mail.doc.gov .  Be clear in your inquiry that your concern relates to the Serbian market as this IP attaché covers multiple markets.

 IPR Climate in Serbia

 The legal regime for IPR protection has improved substantially in recent years as Serbia has revised laws to meet the WTO’s TRIPs standards (although Serbia is not yet a WTO member).  Intellectual property rights are treated in a series of six laws, as follows:

The Intellectual Property Office (IPO) in Serbia is now going thorough operational and organizational transformation in order that it can become an effective, modern and self-sustaining IPO, operating under modern guidelines and principles.

(Note: The IPO had been unable to process patent and trademark applications in a timely manner, collect adequate fees to sustain the organization and invest in its own infrastructure – both human and technical, interface effectively with its stakeholders, both in and outside of Serbia, and most importantly, recruit, develop and retain needed staff.  USTDA awarded a grant to the Serbian IPO to fund technical assistance, which will assist the IPO to build technical capacity and improve processes, while helping to establish the Office as a self-funded agency from fees of processing patent, trademark, copyright and related IPR applications.)

IThe government is obliged to implement and enforce the above laws.  In practice, however, enforcement is weak and actual protection insufficient.  Sale of pirated optical media (DVDs, CDs, software) as well as counterfeit trademarked goods, particularly sneakers, clothing, mobile phones and accessories is widespread.  Enforcement is slowly improving as customs, police and judicial authorities get the necessary tools, but institutional capacity is still limited.  Strengthening IPR protection will continue to be a challenge in the medium-term.

Due to the progress achieved both in legislation and enforcement, Serbia was not listed on the Special 301 Watch List.  The American Chamber of Commerce established an IPR Committee in 2007, and together with its membership, is actively working on improving enforcement and training of the administration (such as customs, market and tax inspectors).  Following is a list of improvements and activities to be addressed over the next year:

- Adoption of the Law on Optical Discs;

- More stringent penal provisions for offenders (Penal Code);

- Harmonization of the regional IP framework;

- Thorough enforcement of the current IP protection laws;

- Capacity development in terms of human capital as well as technical equipment;

- Cooperation of the relevant authorities on IP protection issues in the country and at the regional level;

- Standardized and effective procedures for the destruction of goods.

Contact:

Intellectual Property Office

Kneginje Ljubice 5

11000 Belgrade, Serbia

Tel: +381 11 202 59 02

www.yupat.gov.yu

E-mail; yupat@N0SPAM.yupat.gov.yu

Ms. Branka Totic, Acting Director

Due Diligence                                                                                  

Frequent and complex changes of the legal environment dictate the need for detailed due diligence.  Legal audits are performed relatively consistently with respect to international standards.  Information is generally gathered from public books: the register of fixed assets, the court register, the statistical register, as well as from the firm itself, chambers, business environment, etc. 

Experienced and well-connected local professionals are essential  to investors in Serbia.  One of  the standard programs of the U.S. Commercial Service is the International Company Profile (ICP) designed to assist U.S. companies to enter international business relationships with greater confidence by providing background information on a prospective business partner (see www.buyusa.gov/serbia/en).

The Commercial Section maintains list of contacts of the international consulting firms present in Belgrade such as Deloitte and Touché Tohmatsu International, PriceWaterhouseCoopers and KPMG, local consulting and law offices, which can be helpful in establishing the credibility of a potential local partner. 

Local Professional Services                                                          

For a list of local professional services, please contact Ms. Biljana Stojimirovic, Administrative Assistant, biljana.stojimirovic@N0SPAM.mail.doc.gov

11000 Belgrade, Kneza Milosa 50

Phone: (381 11) 306-4800; Fax: (381 11) 361-7582