Law on Amendments to the Corporate Income Tax Act Adopted
On November 27, 2024, the Law on Amendments to the Corporate Income Tax Act (“Official Gazette of the Republic of Serbia,” Nos. 25/2001, 80/2002, 80/2002 – other law, 43/2003, 84/2004, 18/2010, 101/2011, 119/2012, 47/2013, 108/2013, 68/2014 – other law, 142/2014, 91/2015 – authentic interpretation, 112/2015, 113/2017, 95/2018, 86/2019, 153/2020, 118/2021, and 94/2024) (hereinafter referred to as the “Law”) was adopted. The Law came into force on December 6, 2024, and started to be applied on January 1, 2025.
Below is an overview of the law’s most significant amendments and additions.
1. Article 34 – The amended article regulates the obligation to submit a tax return, as well as compliance with accounting regulations covered by the tax return, and introduces the concept of joint liability for members of a company that has ceased to exist through liquidation for fulfilling the obligation arising from the said tax return. The amendments to the Law have clarified the obligations of liquidators, bankruptcy trustees, and obligors in the reorganization process regarding the submission of tax returns and financial statements. The liquidator is required to submit a tax return and financial statements within 60 days of registration in the relevant registry in cases of: initiating the liquidation procedure, concluding or suspending liquidation, opening bankruptcy proceedings, and the commencement of the implementation of the reorganization plan, always based on the state of affairs on the day preceding the registration date or decision-making date.
The bankruptcy trustee is required to submit the tax return and financial statements within 10 days of the registration of the final bankruptcy decision or conclusion of bankruptcy proceedings, including cases where bankruptcy is suspended due to the sale of the legal entity. In cases of the deletion of a branch of a non-resident obligor, the tax return and financial statements must be submitted according to the rules for liquidation. Additionally, it is stipulated that members of a company that has ceased to exist through liquidation are jointly liable for corporate income tax obligations up to the value of the assets they received in the liquidation process, in accordance with the laws governing corporate income taxation.
2. Amendments to Article 63 regulate the issue of submitting tax returns for a company that has ceased to exist due to a status change, as well as the terminological harmonization with respect to Article 34. – The amendments clarify the obligations of liquidators, bankruptcy trustees, and legal successors about the submission of tax returns and the obligations of legal successors in cases of status changes. Liquidators and bankruptcy trustees replace the taxpayer from Article 34, paragraph 1, and are required to submit tax returns by the new terminological harmonization of the Law. In cases of status changes that lead to the cessation of a company, the legal successor of the company must submit the tax return within 60 days, and if there are multiple legal successors, the tax return must be submitted by the legal representative of the company that ceases to exist.
In cases of status changes involving division and spin-off, legal successors are required to submit a report to the Tax Administration on the implementation of the division of rights and obligations of the previous company within 60 days of registration. The report on the implementation of the division also becomes part of the documentation required to be submitted along with the tax return.
The legislator made amendments and additions by more clearly defining the obligations of liquidators, bankruptcy trustees, and legal successors regarding the submission of tax returns and financial statements, to ensure greater legal certainty and simplify the process in liquidation, bankruptcy, or status change procedures, while also providing additional protection for the state’s interests by introducing joint liability for the members of the company for any unpaid tax obligations.
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Note: The information contained in this document does not constitute legal advice on any legal matter but is provided only for the purpose of general information about legal changes.
