In this article, we will mention all the details and steps for registering a company in Serbia.
Serbian company registration step by step guide
A legal entity in Serbia can be established by anyone, whether it is a national citizen or a foreign private or legal person. The possibility of establishing a business entity in Serbia is the same for everyone, and there are no restrictions or special conditions for the country of origin.
In addition, except that shareholders can come from any country in the world, even the legal representative of the company does not have to be a Serbian citizen to register the company in Serbia.
Therefore, there are multiple structural changes-shareholders and directors are foreigners, shareholders are non-residents, and residents are directors, or residents are shareholders, and non-residents are directors. Therefore, when establishing a company, you are free to delegate the creation and management of roles to anyone you choose.
However, depending on your legal basis for hiring these people, they may be obliged to apply for a temporary residence permit and work permit in Serbia.
- Choose the appropriate legal form for you
According to the “Company Law”, Serbia’s existing company forms are:
Limited Liability Company (hereinafter referred to as: LLC),
Limited partnership company.
The differences between these forms are huge, so it’s important to know the most important information about each form so you can decide which form is best for you.
The basic characteristics of some forms are:
1.1. Low cost airline
According to the “Company Law”, one or more members of the company proposed by the LLC are shareholders of the company’s share capital. Generally speaking, members are not responsible for the company’s obligations. More precisely, they are only responsible for the number of shares invested in the company.
However, if a member abuses the member’s limited liability rules to assume corporate obligations, he will be liable. In most cases, an LLC is a company with few members and a small share capital.
Members can manage the company’s profits based on their share in the company and decide whether to distribute profits among them. LCC is usually a company with a small share capital and a small number of members (shareholders). This form of legal entity is suitable for small and medium-sized enterprises.
1.2. Stock company
The share capital of a joint-stock company is divided into shares, and the share capital of the company must be 3 million dinars. (Minimum 25k euros), and in enterprises subject to lex specifications, higher special restrictions can be set.
The shares of a joint stock company can be owned by one or more persons, and the general description is that it has been registered in the central securities registry, depository and clearing house.
Shareholders participate as the company’s general meeting of shareholders, with the number of votes equal to the number of shares they own.
1.3. Limited partnership
A limited partnership represents some kind of hybrid power sharing with the company. In this sense, some members of this company are limited to bear responsibility for the company’s debts, while other members bear unlimited liability and are responsible for the capital and general partnership of all assets. .
Although the Statute provides for this legal form, there are hardly any legal entities formed in this way.
1.4. General partnership
The members of a general partnership company are all partners, and all owners are fully responsible for the company’s obligations. This form of company only exists when at least two partners are registered as founders. Regarding the company, all the decisions of the partners are made together.
Should I establish a new company or can I buy a shell company?
For those who want to operate quickly, the most interesting thing is the opportunity to buy companies that have been established and established for this purpose.
Even if this possibility is not fully utilized, there are opportunities to avoid complicated and time-consuming bureaucracy and banking procedures, which is a technique you can use. Especially in the case of non-resident founders. However, this process also requires unavoidable paperwork, so if you need more information about this, please feel free to contact us.
- Choose the right company name for your company
The company conducts business activities under the company name registered in the Business Registration Office (hereinafter referred to as “BRA”). When choosing a company name, be sure to follow certain rules. This is because it is not possible to register business names that do not comply with the law, which is usually the reason why the company registration application is rejected in Serbia.
a) Company name = name + legal form + registered office address
b) The company name must be written in Serbian, Cyrillic or Latin
It is important to pay attention to whether the Cyrillic or Latin alphabet is used in the company name, and the way the company name is written in the founding act and company registration application.
In both methods, the company name must be written in the same script using the same capitalization. In this regard, the difference between the two acts is the basis for rejection of the application!
c) The business name can be written in a foreign language, can contain foreign words or characters, can be written in English in Latin script, and contains Roman and Arabic numerals
d) It is incorrect that the company name is different or similar to the name of another company!
The company name of a company must be different from the company name of another company to avoid confusion between the two companies. If the same or similar company name has already been registered, the registration application will be rejected!
In addition, even if the registration is successful, if the similarity between the names causes confusion and the fields of activity of the two companies are similar, the newly formed company may be sued by another company with a similar name.
- Registered company address
In the process of establishing and registering a company in BRA, the company address must be registered.
3.1. Company’s office address
This is the most important address of the business entity. In addition, it is also included in the company’s business name, so this is one of the first things to be determined in the process of establishing a company.
From the perspective of procedures, strategies and laws, this is also very important because it is also a factor in determining the jurisdiction of the court.
3.2. mailing address
If it is the same as the business seat address, it will not be emphasized. But, in fact, if the company does not receive and collect its mail from the business location address. Then, you need to register a separate mailing address.
3.3. Email address
According to the amendments to the Company Law that came into effect in 2018, all legal entities must register their email addresses.
3.4. Virtual office address
Nowadays, when many people work as business nomads, the traditional form of business registration agency seems to be overestimated and unnecessary.
Why should you commit to a space? Why do you need to enter into a new unnecessary contract with the landlord or real estate seller? Does your business do not need this kind of fee?
We understand this. It is under these circumstances that you can choose to register virtual company seats as official and official company seats.
The virtual office actually represents the set of services that the provider of the virtual office is providing and taking over for your company. By providing these services at a virtual address, the purpose of the company’s location can be achieved.
The virtual seat service provides users with the necessary seat addresses of the company. Occasionally use enough office space, receive company emails, registered phone numbers, and the possibility of receiving calls with filtering and forwarding messages to the company.
An official address is required to complete the company registration in Serbia.
- Draft organization memorandum
The memorandum of association is the organizational behavior of each LLC, and its form can be:
Decision on the establishment of a limited liability company-if a person is the founder of a limited liability company
Articles of Incorporation-If several people are the founders of LLC
When drafting the memorandum of association of a limited liability company, remember to include all the elements of the obligations stipulated by the company law. All these mandatory elements will be carefully prepared by our professional team.
Regarding the cost of registering a company in Serbia, the company or the founder shall bear it.
However, unless otherwise specified in the Organizational Memorandum, the founder must bear these costs. Therefore, we recommend that the founders bear these costs in the agreement, and the founders have the right to repay the establishment costs from the company.
Comments on the content of the agreement:
The share capital of a limited liability company:
The share capital of a company including LLC is the cash value subscribed by the member for the company’s capital contribution. The meaning of “subscription dues” refers to the member’s registration for the amount of dues, according to which the member is obliged to subscribe/register dues.
Donations can be in cash or in kind (only objects and rights), and are expressed in RSD currency.
Unless otherwise specified by law, the minimum registered share capital (monetary and non-monetary) is 100.00 RSD (approximately 1 Euro).
When setting up a company, members do not need to subscribe/register their donations, but only need to enter their amount. However, it is necessary to specify the deadline for subscription/registration of donations in the agreement, that is, the latest 5 years from the effective date of the agreement.
If you want to pay the share capital when you set up the company, you must deposit the share capital into a temporary bank account before submitting the company registration application to the agency.
Then, the bank will issue a certificate to confirm that you have deposited the share capital, which is registered with the institution along with the application. After the IAEA’s decision to register a company in Serbia, it is necessary to open a company bank account, and then the bank transfers the previously subscribed share capital from the temporary account to the bank account.
Corporate governance of a limited liability company: When a limited liability company is established, the founders decide (according to their decision) whether the company’s corporate governance is Level 1 or Level 2.
One level of corporate governance = one or more representatives (most common general manager) manage the company
Two-level corporate governance = one or more managers + board of supervisors
Serbian company established
- Notarize the signature of the LLC founder on MoA and submit the LLC registration documents to the BRA
The company law stipulates that when establishing a company, the signature of the founder must be notarized. This can be performed in the notary’s office.
Submit an application to the BRA to register a company in Serbia
The registration process of LLC is completed through BRA’s single-counter registration system, which allows LLC and registration to receive:
Company Number (CN)
Tax Identification Number (TIN)
Health insurance number issued by the National Health Insurance Fund (NHIF)
The procedure first submits the registration application and the accompanying written documents, which can be done directly at the location of the BRA in Belgrade, the organizational unit of the BRA or by mail. The founder or a person authorized by the founder can submit documents.
The deadline for submitting the registration application is 15 days from the effective date of the agreement. Unless this is part of the founding act, the decision to appoint company representatives and/or supervisory committees must also be registered during this period.
Fill out and notarize the OP form
In order to be able to allocate funds to the bank account that you want to open by following the steps below, you need to fill in the so-called “OP form”, which is a notarized signature form of an authorized representative.
After completing the OP form, the company representative must sign at the notary’s office, and then the notary will notarize it.
Founders often want to know how many times they need to appear in person throughout the process of building a company. This is especially important for those who do not live in Serbia.
Therefore, the appearance of the creator can be completely avoided, which makes the whole process very convenient for everyone who is interested in doing this quickly.
In fact, each step of the process can be completed by a lawyer authorized by the power of attorney. Even if a special power of attorney is granted to the lawyer, the organization memorandum can be signed.
- Open a company bank account
After the BRA issues a decision on LLC (company registration in Serbia) registration, you need to open a company bank account in the bank of your choice.
The procedure for opening a bank account of a company established in Serbia by a legal person is more complicated. In addition to the listed paperwork, other paperwork needs to be submitted (the ultimate owner of the legal entity, the personal identification documents of the company founder, and the excerpt form is the register of the competent authority and the establishment of the company founder).
The complexity of the procedure shows that, in practice, it is necessary to hire a lawyer as a lawyer to avoid making mistakes.
You can schedule an online appointment below.
- What needs to be done after company registration
Regardless of when you start to operate or establish your company’s business plan, once the legal entity is successfully registered, mandatory legal norms apply to every subject in the register.
As you have guessed, this is the duty of the tax authorities.
Therefore, within the first 15 days after BRA registration, the entity must submit its first tax application, the prepaid tax application.
In addition to the purpose of applying for and registering a new entity with the tax authority, the focus of this withholding tax obligation is to subjectively assess the potential profit of the company in the first year of business. This assessment is a factor in determining the company’s tax liability for the year.
Unless I know that not everyone should or should be familiar with all procedures before the tax authorities, I always recommend that you provide professional assistance.
Especially because having an electronic signature is essential for filing tax applications and many other steps of establishing and operating a business in Serbia.
In addition to company registration in Serbia, Gurcan Consultancy also provides effective and professional accounting services for Serbia. Please contact us at firstname.lastname@example.org.
- Seal (optional)
According to current laws, companies no longer need to use seals in business activities. Therefore, this is not a step that must be performed, but other possibilities that the founder can use. Usually, companies use seals.
For company registration in Serbia, please contact us.
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