On 19 March 2026, the Regulation on Categories of Vertical Agreements Exempted from the Prohibition of Restrictive Agreements (Official Gazette RS No. 27/2026, the “Regulation”) has been adopted. The Regulation entered into force on 28 March 2026. On the same day, the Regulation on Agreements between Market Participants Operating at Different Levels of Production or Distribution Exempted from the Prohibition (Official Gazette RS No. 11/2010, the “2010 Regulation”) ceased to apply.
For businesses operating through distributors, franchise networks or online platforms, the key provision is transitional. Vertical agreements concluded before 28 March 2026 are to be aligned with the Regulation within six months of its entry into force, that is, by 28 September 2026.
Legal framework
Under Article 10 of the Law on Protection of Competition (Official Gazette RS Nos. 51/2009, 95/2013 and 35/2026 – other law, the “Law”), restrictive agreements are agreements between market participants that have as their object or effect a significant restriction, distortion or prevention of competition in the territory of the Republic of Serbia. A restrictive agreement may also be an individual contractual provision. Such agreements are prohibited and null, unless exempted in accordance with the Law.
The Law provides three grounds on which a restrictive agreement may be permitted:
- block exemption (Art. 13), established by Government regulation. Agreements meeting the conditions of such a regulation are not submitted to the Commission for Protection of Competition for exemption;
- individual exemption (Art. 12), granted by the Commission by decision at the request of a party to the agreement, which bears the burden of proof, for a period of no more than eight years;
- agreements of minor importance (Art. 14). For vertical agreements, these are permitted where the parties’ combined market share does not exceed 15%, unless the object of the agreement is price fixing or market sharing.
The Regulation falls into the first category, and in practice most distribution and franchise agreements rely on it.
Which agreements the Regulation covers
The Regulation applies to vertical agreements for the purchase or sale of goods or the provision of services, to the extent that they contain vertical restraints (Art. 2). It expressly covers selective, exclusive and free distribution agreements and franchise agreements (Art. 4(2)). It also applies to agreements containing ancillary provisions on the assignment or use of intellectual property rights or know-how, provided these provisions are not the primary object of the agreement (Art. 4(5)).
The Regulation defines a franchise agreement as an agreement containing a licence to exploit intellectual property rights, in particular trademarks, or other distinctive signs or know-how, for the use and distribution of goods or the provision of services (Art. 3(1)(16)).
The Regulation does not apply to vertical agreements exempted under another block exemption regulation (Art. 8). At the same time, the Government adopted separate regulations for the motor vehicle sector, technology transfer agreements and the rail and road transport sector. They are not covered in this article.
What the six-month deadline means
Article 9 of the Regulation contains two rules:
- the exemption of vertical agreements concluded before the Regulation’s entry into force which met the conditions of the 2010 Regulation, but do not meet the conditions of the new Regulation, applies for six months from the Regulation’s entry into force;
- vertical agreements concluded before the Regulation’s entry into force are to be aligned with it within the same period.
The consequence is as follows. An agreement that complied with the 2010 Regulation, but contains a restriction the new Regulation does not exempt, will no longer benefit from the block exemption once the period expires. Agreements that did not meet the conditions of the 2010 Regulation either cannot rely on the transitional period.
Key differences from the 2010 Regulation
| Issue | 2010 Regulation | New Regulation |
|---|---|---|
| Market share threshold | Up to 25% for each party (Art. 4) | Up to 30% for the supplier on its selling market and 30% for the buyer on its purchasing market (Art. 5(1)) |
| Threshold exceeded during the agreement | Not specifically regulated | If the share rises above 30% by no more than 5%, the exemption continues for two consecutive calendar years (Art. 5(3)(4)) |
| Exclusive distribution | Sale to only one distributor in a given territory or customer group (Art. 3(1)(1)) | Territory or customer group allocated to the supplier or to at most three direct buyers (Art. 3(1)(12)) |
| Online sales | Not specifically regulated | Preventing the buyer from using the internet to sell is a hardcore restriction; other online sales and advertising restrictions are possible under the conditions of Art. 6(5) |
| Parity clauses on online platforms | Not specifically regulated | Obligations preventing users of online intermediation services from offering better terms through competing platforms are not exempted (Art. 7(1)(4)) |
| Tacitly renewed non-compete | Deemed concluded for an indefinite period (Art. 6(1)(1)) | May be exempted if, after five years, the buyer can effectively renegotiate or terminate within a reasonable time and at reasonable cost (Art. 7(1)(1)) |
| Dual distribution | Exception for non-reciprocal agreements between competitors (Art. 5(3)) | Exception retained. It does not cover information exchange that is not directly related to the agreement’s implementation or necessary to improve production or distribution, or platforms competing on the market for the intermediated goods (Art. 4(6)–(8)) |
| Cumulative effect of parallel networks | More than 40% of the relevant market (Art. 5(4)) | More than 50% of the relevant market (Art. 4(9)) |
| Retailer associations | Individual member’s annual revenue up to EUR 2 million (Art. 3(2)) | Individual member’s annual revenue up to EUR 8 million (Art. 4(3)) |
The Regulation also defines active sales in more detail. The definition now expressly includes targeted online advertising, the use of price comparison services and search engine advertising directed at particular territories, and websites with a top-level domain or languages corresponding to particular territories (Art. 3(1)(19)). This matters for agreements that restrict active sales into other distributors’ territories.
Rules of particular importance for franchising
For franchise networks, the restrictions in Article 7 of the Regulation are especially relevant:
- an in-term non-compete must not be indefinite or exceed five years. An exception applies where the buyer operates from premises or land owned by the supplier, or leased by the supplier from third parties not connected with the buyer, provided the non-compete does not last longer than the buyer’s use of those premises (Art. 7(1)(1));
- a post-term non-compete is exempted only if all of the following conditions are met: it relates to competing goods or services, it is limited to the premises or land from which the buyer operated, it is necessary to protect know-how transferred by the supplier, and it lasts no longer than one year (Art. 7(1)(2));
- restrictions on the use and disclosure of know-how may be agreed without a time limit (Art. 7(2)).
Franchisors using EU-based templates in Serbia should note one difference. Regulation (EU) 2022/720 permits exclusive allocation of a territory or customer group to up to five distributors, while the Serbian Regulation permits no more than three.
If an agreement is not aligned by 28 September 2026
If, after the transitional period, an agreement contains a restriction not exempted by the Regulation and qualifies as a restrictive agreement under Article 10 of the Law, the prohibition and nullity apply, unless another ground for permissibility exists:
- agreement of minor importance (Art. 14 of the Law) may apply where the parties’ combined market share does not exceed 15% and the object of the agreement is not price fixing or market sharing;
- individual exemption (Art. 12 of the Law) is granted by the Commission by decision, issued within 60 days of the request (Art. 60 of the Law).
For concluding or implementing a non-exempted restrictive agreement, the Commission imposes a fine of up to 10% of total annual revenue earned in the territory of the Republic of Serbia (Art. 68(1)(2) of the Law).
Points to consider when reviewing existing agreements
Based on the provisions of the Regulation, a review of vertical agreements concluded before 28 March 2026 typically addresses the following questions:
- whether the supplier’s or buyer’s market share exceeds 30%, calculated under Article 5;
- whether the agreement contains a hardcore restriction under Article 6, particularly regarding prices, territories, customers and online sales;
- whether the duration and conditions of in-term and post-term non-competes fall within Article 7;
- whether an agreement with an online platform contains a parity clause under Article 7(1)(4);
- where the supplier also sells at the distributor level, whether information exchange stays within Article 4(7);
- whether the agreement needs to be amended, or whether another ground for permissibility under the Law may apply in the specific case.
Conclusion
In several respects the new Regulation provides greater flexibility. It raises the market share threshold, allows exclusive allocation to more distributors, and treats tacitly renewed non-competes more favorably. At the same time, it introduces rules on online sales and platforms that did not previously exist. Agreements that complied with the 2010 Regulation are not automatically compliant with the new one, and the transitional period expires on 28 September 2026.
This article is for informational purposes only and does not constitute legal advice. It reflects the regulations in force on the date of publication.
Sources
- Regulation on Categories of Vertical Agreements Exempted from the Prohibition of Restrictive Agreements (Official Gazette RS No. 27/2026)
- Regulation on Agreements between Market Participants Operating at Different Levels of Production or Distribution Exempted from the Prohibition (Official Gazette RS No. 11/2010), repealed
- Law on Protection of Competition (Official Gazette RS Nos. 51/2009, 95/2013 and 35/2026 – other law)
- Commission for Protection of Competition, announcement “Government adopted four new regulations”, 31 March 2026
- Commission Regulation (EU) 2022/720 of 10 May 2022
