The Amendments to the Law on Factoring entered into force on 12 December 2025 (“Amendments”). The Amendments introduce developments in the legal and regulatory framework for factoring in Serbia, aiming to align it with international standards and best market practices, ensure compliance with AML and CTF principles, and enhance transparency and the efficient functioning of the factoring market.
The Amendments bring a new set of rules: (i) upon sale of a receivable to the factor, the security instruments and ancillary rights are automatically transferred, without the need for separate transfer agreements; (ii) a written and certified factoring agreement may constitute an enforceable title if it contains an enforceability clause; (iii) a receivable subject to a factoring agreement cannot be discharged by set-off between the seller and the debtor, unless the parties agree otherwise; (iv) the factor may freely transfer a due receivable, unless the parties agree otherwise; (v) definition of receivable due dates in reverse factoring; and (vi) alignment with current digitalization trends, allowing documentation submitted with a factoring agreement to be prepared electronically and integrated with other digital systems.
The Amendments have expanded the range of entities eligible to act as sellers. Beyond companies and entrepreneurs, the law now explicitly defines other profit-oriented legal entities, such as cooperatives, registered agricultural holdings, business associations, and institutions, as eligible parties.
At the institutional level, the Securities and Exchange Commission (SEC) has been entrusted with the authority to supervise factoring companies, grant approvals for conducting factoring activities, and suspend or revoke such approvals. As before, the supervision of factoring activities carried out by banks remains within the competence of the National Bank of Serbia. SEC is obliged to adopt respective bylaws in accordance with the Amendments, within six months from the date of entry into force.
Finally, the Amendments introduce an obligation to record electronic invoices issued in factoring transactions in the Central Factoring Register (“CFR”). The introduction of CFR establishes a centralised, electronic, and updated database of invoices registered in the electronic invoicing system that are subject to factoring agreements. This is crucial for preventing abuse and the multiple sales of the same invoice to different parties. The register will enable competent authorities to have unrestricted access to registered transactions for the purpose of exercising supervisory functions. In contrast, factors, sellers, and debtors will have access to data related to them. CFR shall be established within 18 months from the date of entry into force of the Amendments.
The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.
