The management of open-ended investment funds is subject to local incorporation. This is not required for the managing of alternative investment funds.
"I GENERAL PROVISIONS 
Application 
Article 1 
This Law shall regulate:
1) the organization and management of collective investment undertakings in transferable securities (open-ended investment funds subject to public offering); 
2) the establishment, activities, and operations of management companies of open-ended investment funds subject to public offering;  
[...]
Definitions of Terms
Article 2
The following definitions shall apply for the purpose of this Law: 
1) 'management company of an open-ended investment fund subject to public offering' (hereinafter: management company) means a legal person with a registered office in the Republic of Serbia (hereinafter: the Republic), the core business of which is the management of open-ended investment funds subject to public 
offering pursuant to the authorization of the Commission; [...]
6) 'depositary' means a credit institution that provides depositary services as defined in Article 98, paragraph [1] of this Law, and, in respect of the UCITS fund's assets, acts only on the management company's orders that are in compliance with the law, the rules and prospectus of the UCITS fund; [...]
15) 'UCITS home state' is the state in which the authorization for organizing or establishing the UCITS fund (hereinafter: the home state) has been issued. 
[...]
I MANAGEMENT COMPANY
Form of Incorporation 
Article 5 
A management company shall be a company with the registered office in the Republic the core activity of which is the organization and management of the collective investment undertakings in transferable securities/open-ended investment funds subject to public offering as authorized by the Commission, and it may also manage other collective investment undertakings pursuant to a special law, and for which they shall be subject to prudential supervision.  A management company shall be established as a two-tiered joint-stock company, which is not a public company in the context of the law governing the capital market.  Management companies shall be subject to the provisions of the law governing companies and provisions of the law governing the capital market, unless otherwise stipulated by this Law.  A management company may not be an offeree company, in the context of the law governing takeovers of joint-stock companies.  
[...]
Application for Authorization  Article 11  Any person intending to establish a management company shall submit an application for the authorization to operate a management company (hereinafter: authorization) to the Commission.   The application for authorization may also be submitted by an already established company.  Domestic and foreign natural or legal persons may establish a management company.  
[...]
V. DEPOSITARY 
Persons Authorized to Act as Depositary
Article 93 
In the Republic, a depositary may be a credit institution having its registered office in the Republic and authorized by the Commission to act as depositary.  A management company shall select a depositary for each UCITS fund it manages in compliance with the provisions of this Law and enter with it into a written contract for the provision of depositary services, in compliance with this Law
[...]
Article 97  When a management company from the Republic manages a UCITS fund from another state, the depositary may be from the home state or from the Republic.  
[...]
VII FOREIGN MANAGEMENT COMPANIES AND INVESTMENT FUNDS
Article 120
Foreign management companies and UCITS funds which intend to raise capital in the Republic shall register and operate in compliance with this Law.  [...]" (Law on open investment funds with public offering, "Official Gazette of RS", number 73 of October 11, 2019 [google translation])
---------------------------------
"I. BASIC PROVISIONS
Subject of editing and application
Article 1.
This law regulates:
1) establishment and management of alternative investment funds;
2) establishment, activities and operations of companies for the management of alternative investment funds;
[...]
Concepts
Article 2.
Certain terms, in terms of this law, have the following meanings: [...]
3) alternative investment fund (hereinafter: AIF) - an investment fund established in accordance with this law, which collects funds from investors with the intention of investing them in accordance with the established investment policy for the benefit of those investors, and for which no requires a work permit in terms of the law regulating the organization and operation of open investment funds with a public offer;
4) alternative investment fund management company (hereinafter: DZUAIF) - a legal entity based in the Republic of Serbia (hereinafter: the Republic) whose regular activity is the management of one or more AIFs based on a work permit issued by the Commission , in accordance with this law; [...]
7) DZUAIF from a member state - a legal entity with registered headquarters in a member state, whose regular activity is the management of one or more AIFs based on the approval of the competent authority of the member state;
8) DZUAIF from a third country – a legal entity with registered headquarters in a third country whose regular activity is the management of one or more AIFs based on the approval of the competent authority of the third country;
9) branch of DZUAIF - a place of business that is part of DZUAIF, which does not have the status of a legal entity and which performs activities for which DZUAIF received a work permit from the Commission. All places of business, which DZUAIF with registered headquarters in the Republic, established in one member state, are considered one branch;
10) a branch of DZUAIF from a member state or a third country - all places of business that DZUAIF with registered headquarters in one member state or a third country established in any member state, and which are considered as one branch in terms of this law;
[...]
II. COMPANY FOR MANAGEMENT OF ALTERNATIVE INVESTMENT FUNDS
1. Legal form and activity of DZUAIF
Legal form
Article 8.
DZUAIF is established as a limited liability company or a joint-stock company that is not a public company in the sense of the law governing the capital market.
Exceptionally from paragraph 1 of this article, a large DZUAIF is established exclusively in the form of a bicameral joint stock company.
The provisions of the law regulating economic companies and the provisions of the law regulating the capital market are applied to DZUAIF, unless otherwise specified by this law.
[...]
Article 10.
The activity of DZUAIF can be carried out:
1) DZUAIF that received a permit to work in accordance with this law;
2) a UCITS fund management company that previously received a license to operate in accordance with the law governing open investment funds with a public offer, as well as in accordance with this law;
3) DZUAIF from another member state which, in accordance with the provisions of this law, establishes a branch in the Republic or can directly perform the activities of DZUAIF in the Republic, based on the approval of the competent authority of the home member state of DZUAIF;
4) DZUAIF from a third country which, in accordance with the provisions of this law, establishes a branch in the Republic or is authorized to directly perform the activities of DZUAIF in the Republic, based on the approval of the competent authority of the reference member state of DZUAIF, and based on the approval of the Commission.
[...]
4. Work permit
Conditions and procedure for issuing a work permit
Article 24.
By decision, the Commission issues a permit for the work of DZUAIF (hereinafter: permit for work).
A person who intends to establish a DZUAIF is obliged to submit to the Commission an application for the issuance of a work permit. An already established joint-stock company or a limited liability company can also submit a request for a work permit.
Before registering the establishment, that is, the activities of DZUAIF in the register of economic entities, DZUAIF must obtain a work permit.
Domestic and foreign natural and legal persons can establish DZUAIF. One domestic and foreign natural and legal entity and persons closely related to it cannot have qualified participation in more than one DZUAIF.
DZUAIF may not have control or qualified participation in an investment company, financial institution, insurance company and other financial institutions, unless such control is a consequence of the realization of AIF investments managed by that DZUAIF.
[...]
2. Carrying out activities of DZUAIF from another member state in the Republic
Article 66.
DZUAIF from another member state can in the Republic, through a branch or directly, carry out activities for which it has received permission from the competent authority of the home member state of DZUAIF in accordance with the regulation that transfers the provisions of EU regulations to the legal order of that member state, which, in in connection with alternative investment funds, more closely regulate exceptions, general business conditions, depositories, financial leverage, transparency and supervision.
DZUAIF from another member state can carry out the activities referred to in paragraph 1 of this article from the date of receipt of notification from the competent authority of the home member state of DZUAIF that it has submitted to the Commission the notification and all the documentation corresponding to that referred to in Article 65, paragraph. 2 and 5 of this law, that is, when Article 65, paragraph 3 of this law is applicable.
DZUAIF from another member state in the Republic can establish, that is, organize and manage only that type of AIF for which it has the permission of the competent authority of the home member state of DZUAIF.
DZUAIF from another member state that performs its activities in the Republic through a branch is obliged to act in accordance with the provisions of this law.
[...]
4. Issuance of a work permit to a DZUAIF from a third country that intends to manage in the EU an AIF on the territory of the EU and to market shares in the AIF it manages
Obligations of DZUAIF from a third country
Article 72.
A DZUAIF from a third country that intends to manage an AIF from the Republic and/or from another member state or that intends to market shares in the AIF it manages on the territory of the Republic and/or another member state must obtain a work permit from the Commission, if the Republic is a reference member state of DZUAIF from a third country.
A DZUAIF from a third country that intends to request a permit from paragraph 1 of this article is obliged to comply with this law, except for the provisions of art. 63. to 66.
If the obligation from paragraph 2 of this article is incompatible with the law of the third country where the DZUAIF is established and/or the AIF whose shares in the AIF the DZUAIF intends to market, the DZUAIF is not obliged to comply with the individual provisions of this law if it proves:
1) that it is not possible to simultaneously comply with the provisions of this law and the regulations of the third country where the DZUAIF is established and/or the AIF from the third country whose shares in the AIF it intends to market;
2) the regulations of the third country in which the DZUAIF and/or AIF are established provide for equivalent provisions that have the same regulatory purpose and offer the same level of protection to the members or shareholders of the relevant AIF;
3) DZUAIF and/or AIF from a third country is aligned with the equivalent provision from point 2) of this paragraph.
A DZUAIF from a third country that intends to submit an application for the issuance of a license from paragraph 1 of this article is obliged to appoint a legal representative from the Republic, who will be the person authorized for the official correspondence of that DZUAIF in the member states and responsible for all official correspondence of the DZUAIF -a with the Commission, i.e. competent authorities of other member states, investors from the Republic and other member states. The legal representative together with the DZUAIF performs the function of compliance with the relevant regulations regarding the management and marketing of the AIF shares of the relevant AIF.
[...]
A CLOSED AIF THAT HAS THE NATURE OF A LEGAL ENTITY
general conditions
Article 100.
A closed AIF that has the status of a legal entity is a legal entity established in the form of a joint-stock company or a limited liability company, in the sense of the law governing companies.
A closed AIF that has the status of a legal entity is managed by DZUAIF, unless the closed AIF is established in the form of a closed AIF that has the status of a legal entity with internal management. [...]" (Law on alternative investment funds, "Official Gazette of RS", number 73 of October 11, 2019 [google translation])
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"Article 1.
This law regulates:
1) organization and management of open investment funds (hereinafter: open fund);
2) establishment and management of closed investment funds (hereinafter: closed fund);
3) establishment and management of private investment funds (hereinafter: private fund);
4) establishment, activities and operations of the investment fund management company (hereinafter: the management company);
[...]
Article 2.
Certain terms, in terms of this law, have the following meanings:
1) management company - a company whose main activity is investment fund management, in accordance with this law;
2) investment fund - a collective investment institution within which funds are collected and invested in various types of property with the aim of generating income and reducing investment risk;
3) custodian bank - a bank that manages the account of the investment fund and performs other custodial services for the account of the investment fund, and with regard to the funds of the investment fund, acts only according to the orders of the management company that are in accordance with the law and the prospectus of the investment fund;
[...]
II. MANAGEMENT COMPANY
Legal form
Article 4.
The management company is established exclusively as a bicameral joint stock company that is not a public company in the sense of the law regulating the capital market* .
The provisions of the law governing companies and the provisions of the law governing the capital market* apply to management companies , unless otherwise specified by this law.
The management company cannot be a target company in the sense of the law regulating the takeover of joint stock companies.
Activity of the management company
Article 5
Management company:
1) organizes and manages the open fund;
2) establishes and manages a closed fund;
3) manages a private fund;
4) performs other tasks in accordance with the law governing the capital market.
[...]
Application for issuing a work permit
Article 10.
A person who intends to establish a management company must submit an application to the Commission for the issuance of a license to operate a management company (hereinafter: license to operate).
Domestic and foreign natural and legal persons can establish a management company. One domestic and foreign natural and legal entity and persons closely related to it may not have qualified participation in more than one management company.
A domestic legal entity with a majority state, i.e. social capital, or another entity closely related to it, cannot be the founder of a management company.
Exceptionally from paragraph 3 of this article, banks and insurance companies with majority state or social capital can be the founders of the management company.
The persons referred to in paragraph 1 of this article who, during the establishment or during the operation of the management company, acquire a qualified participation must meet the requirements of article 11, paragraph 1, point 4) of this law.
The Commission issues a decision on issuing a work permit and maintains the Register of Management Companies.
The application for issuing a work permit shall be accompanied by:
1) foundation act of the management company;
2) proof of the payment of the basic capital to a temporary bank account;
3) proof of the origin of the founding capital;
4) business rules of the management company;
5) organizational chart of the management company;
6) list of shareholders by last name, first name and address, i.e. an extract from the register of economic entities for legal entities - shareholders of a management company, i.e. a certified translation of an extract from the register for foreign legal entities;
7) proof of organizational , personnel and technical competence;
8) list of proposed members of the management.
[...]
Article 84.
Foreign management companies and investment funds that intend to collect funds in the Republic are obliged to register and operate in accordance with this law.[...]" (Law on Investment Funds, no. 46 of June 2, 2006, last amended 24 October 2014 [google translation])
Law on open investment funds with public offering, "Official Gazette of RS", number 73 of October 11, 2019 [google translation]
Law on alternative investment funds, "Official Gazette of RS", number 73 of October 11, 2019 [google translation]
Law on Investment Funds, no. 46 of June 2, 2006, last amended 24 October 2014 [google translation]
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