Amendments to the Factoring Act, published in the Official Gazette of the Republic of Serbia No. 109/2025, have significantly improved the legal framework governing factoring activities in Serbia. The amendments entered into force on 12 December 2025, while certain provisions—primarily those relating to the competences of the Securities Commission and the central factoring registry—will become applicable in the forthcoming period.
The legislator’s objective was to strengthen legal certainty, increase market transparency, and enhance the protection of participants in factoring relationships, through stronger institutional oversight and further digitalisation of processes.
Broader scope of participants in factoring transactions
One of the key novelties is the expansion of the range of entities that may act as assignors of receivables. In addition to companies and entrepreneurs, the Act now expressly recognises cooperatives, registered agricultural holdings, business associations, institutions, and other legal entities that perform activities for profit. This amendment creates opportunities for wider use of factoring, particularly in the agricultural sector and among entities that have not traditionally relied on this financing instrument.
Transfer of regulatory authority and enhanced supervision
Supervisory and regulatory competences in the field of factoring have been transferred from the Ministry of Finance to the Securities Commission. Going forward, the Commission will be responsible for granting licences, conducting ongoing and on-site supervision, and imposing measures and sanctions, including action against entities performing factoring activities without authorisation. This change aligns factoring more closely with other financial services already subject to the Commission’s oversight.
Central factoring registry and digital control of invoices
The Act provides for the establishment of a central, electronic factoring registry, interconnected with the electronic invoicing system. The purpose of the registry is to prevent multiple assignments of the same receivables, enhance transparency, and facilitate supervision. The obligation to record data applies to electronic invoices that are the subject of factoring, with clearly defined data sets and strict deadlines for compliance.
Although the central registry is not yet operational, the Act sets out a clear timeline for its establishment and for the commencement of related obligations applicable to factoring companies, assignors, and debtors.
Stronger legal protection for factors
The amendments further strengthen the legal position of factors. Upon assignment, receivables are transferred together with all ancillary rights and security interests, such as pledges, guarantees, interest, or contractual penalties, without the need to conclude separate agreements, unless otherwise required by law.
A particularly important innovation is the possibility for a notarised factoring agreement, containing an explicit consent to enforcement, to qualify as an enforceable instrument. This enables factoring companies to pursue faster and more efficient collection of receivables, while reducing procedural risks.
Restrictions on set-off and clearer rules on termination of licences
During the term of a factoring agreement, receivables may not be extinguished by set-off between the assignor and the debtor, unless expressly agreed otherwise in the factoring agreement. This rule prevents subsequent reduction of the assigned receivable to the detriment of the factor.
At the same time, the Act clarifies the grounds and timing for termination of a factoring company’s licence, including the opening of insolvency proceedings and the imposition of supervisory measures, as well as offences related to non-compliance with recording and recourse obligations.
Deadlines and obligations for existing market participants
The Act introduces transitional periods for adjustment to the new regulatory regime. The Securities Commission is required to assume its new competences within six months, while existing factoring companies must align their operations with the amended Act within one year from its entry into force. Additional deadlines will be linked to the commencement of operations of the central factoring registry.
Conclusion
The amendments to the Factoring Act represent an important step towards the modernisation and professionalisation of the factoring market in Serbia. The introduction of a central registry, enhanced supervision, and improved enforceability of receivables are expected to increase confidence among market participants and encourage broader use of factoring as a liquidity tool.
For factoring companies, as well as for businesses that rely on this financing instrument, timely assessment of new obligations and adjustment of contractual and internal practices to the new regulatory framework will be essential.
The information in this document does not constitute legal advice regarding any specific issue and is provided for general information purposes only.
